- RateNO. R-1 $27,940,000 PENNSYLVANIA INTERGOVERNMENTAL COOPERATION AUTHORITY Special Tax Revenue Refunding Bonds (City of Philadelphia Funding Program) Series of 2009 Interest -

NO. R-1 $27,940,000

PENNSYLVANIA INTERGOVERNMENTAL COOPERATION AUTHORITY

Special Tax Revenue Refunding Bonds (City of Philadelphia Funding Program)

Series of 2009

Interest Rate - Maturitv Date Dated Date CUSIP

2.00% June 15,2010 June 15,2009 708840HG1

REGISTERED OWNER: CEDE & CO.

PRINCIPAL AMOUNT: TWENTY-SEVEN MILLION NINE HUNDRED FORTY THOUSAND DOLLARS

The Pennsylvania Intergovernmental Cooperation Authority (the "Authority"), a body d instrumentality of the

Commonwealth of Pennsylvania, United States ting under the Pennsylvania Intergovernmental Cooperation Authority Act Class (Act of June 5, 1991, P.L. 9, No. 6), as amended (the "Actyy), fo ises to pay (but only out of Pledged Revenues (as hereinafter defined entified above or registered assigns (the "Holder"), on the Ma he presentation and surrender hereof, the Principal Amount ide f the Pledged Revenues) interest on said Principal Am the most recent Interest Payment Date (as hereinafter ly provided for, or, if no interest has been pai in each year (each, an "Interest Payment D r 15,2009, until payment of said principal amount shall have been mad

on maturity or redemption, is payable at the principal office of I ~ S successor, as Trustee (the "Trustee"). Interest on this Bond Interest Payment Date by check or draft mailed to the person in

whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National ~ssociation or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (1 0) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The or and interest on this Bond are payable in lawful money of the United States or America.

DMEAST #I 1367735 v6



Series of 2009

Interest Rate - Maturity Date Dated Date CUSIP

2.50% June 15,201 1 June 15,2009 708840HH9


PRINCIPAL AMOUNT: SEVEN HUNDRED SIXTY-FIVE THOUSAND DOLLARS

The Pennsylvania Intergovernmental Cooperation Authority (the "Authority"), a body corporate and politic organized and existing as a public authority and instrumentality of the Commonwealth of Pennsylvania, United States of America, duly existing under the Pennsylvania Intergovernmental Cooperation Authority Act for Citi irst Class (Act of June 5, 1991, P.L. 9, No. 6), as amended (the "Act"), for valu romises to pay (but only out of Pledged Revenues (as hereinafter ntified above or registered assigns (the "Holder"), on the Ma resentation and surrender hereof, the Principal Amount i t of the Pledged Revenues) interest on said Principal Amo the most recent Interest Payment Date (as herei y provided for, or, if no interest has been in each year (each, an

,2009, until payment of said principal amount shall have been ma

the principal ofice of . Interest on this Bond mailed to the person in

whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank,~ational ~ssoci&on or its successor as ~ e ~ i s k k and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (1 0) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawfbl money of the United States or America.

DMEAST # I 1367735 v6



Series of 2009


5.00% June 15,201 1 June 15,2009 708840HJ5


PRINCIPAL AMOUNT: TWENTY-FOUR MILL ENTY-FIVE THOUSAND DOLLARS

The Pennsylvania Intergov (the "Authority"), a body corporate and politic organized an and instrumentality of the Commonwealth of Pennsyl y existing under the Pennsylvania

e First Class (Act of June 5, 1991, s to pay (but only out of ified above or registered

resentation and surrender of the Pledged Revenues) m the most recent Interest

Payment Date (as herei ed) to which interest has been paid or duly provided for, or, if no interest has been paid, 15,2009, on June 15 and December 15 in each year (each, an "Interest ~ a ~ m e n i ~ a t e " ) , commencing December 1 5,2009, until payment of said principal amount shall have been made or provided for.

The principal of this Bond, upon maturity or redemption, is payable at the principal office of U.S. Bank, National Association or its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (1 0) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawful money of the United States or America.

DMEAST # I 1367735 v6



Series of 2009


3.00% June 15,2012 June 15,2009 708840HK2


PRINCIPAL AMOUNT: NINE HUNDRED T THOUSAND DOLLARS

The Pennsylvania Interg "Authority"), a body corporate and politic organized instrumentality of the Commonwealth of Pennsylvani ting under the Pennsylvania Intergovernmental Cooperation Class (Act of June 5, 1991, P.L. 9, No. 6), as am y promises to pay (but only out of Pledged Revenues (as herein ed above or registered assigns (the "Holder" bove, upon the presentation and surrender hereof, the Principal o pay (but only out of the Pledged Revenues) interest on said Princip specified above, from the most recent Interest (

Payment Date (as herei interest has been paid or duly provided for, or, if no interest has been paid, 2009, on June 15 and December 15 in each year (each, an "Interest Payment Date"), co ing December 15,2009, until payment of said principal amount shall have been made or providrd for.

The principal of this Bond, upon maturity or redemption, is payable at the principal office of U.S. Bank, National Association or its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (10) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawful money of the United States or America.

DMEAST #I1367735 v6



Series of 2009


5.00% June 15,2012 June 15,2009 708840HLO


PRINCIPAL AMOUNT: TWENTY-FIVE MILLION ONE DRED TWENTY THOUSAND DOLLARS

the "Authority"), a body d instrumentality of the

sting under the Pennsylvania Class (Act of June 5, 1991,

y promises to pay (but only out of Pledged Revenues (as here d Owner identified above or registered assigns (the "Holder" the presentation and surrender hereof, the Principal out of the Pledged Revenues)

specified above, from the most recent Interest est has been paid or duly provided for, or, if no

interest has been paid, from 2009, on June 15 and December 15 in each year (each, an "Interest Payment Date"), co cing December 15,2009, until payment of said principal amount shall have been made or provided for.

The principal of this Bond, upon maturity or redemption, is payable at the principal ofice of U.S. Bank, National Association or its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (1 0) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawfbl money of the United States or America.

DMEAST #I1367735 v6



Series of 2009


3 .OO% June 15,2013 June 15,2009 708840HM8


PRINCIPAL AMOUNT: EIGHT HUNDRED NINETY THOUSAND DOLLARS

The Pennsylvania Intergovernmental Coop rity (the "Authority"), a body corporate and politic organized and existing 'ty and instrumentality of the Commonwealth of Pennsylvania, United S g under the Pennsylvania

ass (Act of June 5, 199 1, ises to pay (but only out of

ified above or registered the presentation and surrender

the Pledged Revenues) interest on said Principal above, from the most recent Interest Payment Date (as here st has been paid or duly provided for, or, if no interest has been paid 15 and December 15 in each year (each, an "Interest Payment Date of said principal amount shall have been made or pr

at the principal office of U.S. Bank, National Association or its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (10) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawfkl money of the United States or America.




Series of 2009

Interest Rate - Maturitv Date Dated Date CUSIP

5.00% June 15,2013 June 15,2009 708840HN6


PRINCIPAL AMOUNT: TWENTY-SIX MILL1 DIED THIRTY THOUSAND DOLLARS

The Pennsylvania Inte (the "Authority"), a body corporate and politic organize and instrumentality of the Commonwealth of Penns ing under the Pennsylvania

Class (Act of June 5, 1991, ived, hereby promises to pay (but only out of

egistered Owner identified above or registered tified above, upon the presentation and surrender

ove and to pay (but only out of the Pledged Revenues) the annual rate specified above, from the most recent Interest

Payment Date (as herein ed) to which interest has been paid or duly provided for, or, if no interest has been paid, from June 15, 2009, on June 15 and ~eEember 15in each year (each, an "Interest Payment Date"), commencing December 15,2009, until payment of said principal amount shall have been made or provided for.


DMEAST # I 1367735 v6



Series of 2009


4.00% June 15,2014 June 15,2009 708840HP 1


PRINCIPAL AMOUNT: FOUR MILLION T D NINETY-FIVE THOUSAND

rity (the "Authority"), a body ty and instrumentality of the

duly existing under the Pennsylvania Intergovernmental Coo the First Class (Act of June 5, 199 1,

ved, hereby promises to pay (but only out of istered Owner identified above or registered

ed above, upon the presentation and surrender out of the Pledged Revenues)

interest on said P at the annual rate specified above, from the most recent Interest ned) to which interest has been paid or duly provided for, or, if no

June 15,2009, on June 15 and December 15 in each year (each, an "Interest Payment Date"), commencing December 15,2009, until payment of said principal amount shall have been made or provided for.

The principal of this Bond, upon maturity or redemption, is payable at the principal office of U.S. Bank, National Association or its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (10) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawfbl money of the United States or America.

DMEAST # I 1367735 v6



Series of 2009


5.00% June 15,2014 June 15,2009 708840HQ9


PRINCIPAL AMOUNT: TWENTY-FOUR DRED FIFTY THOUSAND

The Pennsylvania Inter onty (the "Authority"), a body corporate and politic org rity and instrumentality of the Commonwealth of P ca, duly existing under the Pennsylvania Intergovernmental of the First Class (Act of June 5, 1991,

eceived, hereby promises to pay (but only out of Registered Owner identified above or registered

identified above, upon the presentation and surrender ut of the Pledged Revenues)

at the annual rate specified above, from the most recent Interest r duly provided for, or, if no

interest has been paid, from June 15, 2009, on June 15 and December 15 in each year (each, an "Interest Payment Date"), commencing December 15,2009, until payment of said principal amount shall have been made or provided for.

The principal of this Bond, upon maturity or redemption, is payable at the principal ofice of U.S. Bank, National Association or its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Registeryy) maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Dateyy) or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (10) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawful money of the United States or America.

DMEAST # I 1367735 v6

NO. R-10 $375,000



Series of 2009

Interest Rate Maturitv Date Dated Date CUSIP

4.00% June 15,2015 708840HR7


PRINCIPAL AMOUNT: THREE E THOUSAND DOLLARS

The Pennsylvania Inte "Authority"), a body corporate and politic or instrumentality of the Commonwealth of Pe under the Pennsylvania

s (Act of June 5, 1991, ceived, hereby promises to pay (but only out of

the Registered Owner identified above or registered identified above, upon the presentation and surrender

hereof, the Principal above and to pay (but only out of the Pledged Revenues) interest on said Princ annual rate specified above, from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, or, if no interest has been paid, from June 15, 2009, on June 15 and December 15 in each year (each, an "Interest Payment Date"), commencing December 15,2009, until payment of said principal amount shall have been made or provided for.

The principal of this Bond, upon maturity or redemption, is payable at the principal office of US. Bank, National Association or its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (1 0) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in l a h l money of the United States or America.

DMEAST # I 1367735 v6

NO. R-1 1 $29,640,000



Series of 2009

Interest Rate - Maturity Date Dated Date

5.00% June 15,2015 June 15,2009 CUSIP

708840HS5


PRINCIPAL AMOUNT: TWENTY-NINE MILLION SIX HUNDRED FORTY THOUSAND DOLLARS

The Pennsylvania Intergovernmental Cooperation Authority (the "Authority"), a body corporate and politic organized and existing as a public authority and instrumentality of the Commonwealth of Pe isting under the Pennsylvania Intergovernmental C t Class (Act of June 5, 199 1, P.L. 9, No. 6), as am ises to pay (but only out of Pledged Revenues ( ified above or registered assigns (the "Holder"), on the Maturity Dat esentation and surrender hereof, the Principal Am of the Pledged Revenues) interest on said Principal the most recent Interest Payment Date (as hereinafter duly provided for, or, if no interest has been paid, from 15 in each year (each, an "Interest Payment Date" 009, until payment of said principal amount shall have been made or

or redemption, is payable at the principal ofice of U.S. Bank, National Associati ccessor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on e erest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (1 0) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawful money of the United States or America.




Series of 2009


5.00% June 15,2016 June 15,2009 708840HT3


PRINCIPAL AMOUNT: THIRTY-ONE HUNDRED EIGHTY-FIVE THOUSAND D

The Pennsylvania Interg (the "Authority"), a body corporate and politic org ty and instrumentality of the Commonwealth ing under the Pennsylvania Intergovernmental C s of the First Class (Act of June 5, 199 1, P.L. 9, No. 6), ceived, hereby promises to pay (but only out of Pledged Revenues ( Registered Owner identified above or registered assigns (the "Holder tified above, upon the presentation and surrender hereof, the Principal ove and to pay (but only out of the Pledged Revenues) interest on said Princip e annual rate specified above, from the most recent Interest Payment Date (as hereina ned) to which interest has been paid or duly provided for, or, if no interest has been paid, from June 15, 2009, on June 15 and December 15 in each year (each, an "Interest Payment Date"), commencing December 15,2009, until payment of said principal amount shall have been made or provided for.

The principal of this Bond, upon maturity or redemption, is payable at the principal oflice of U.S. Bank, National Association or its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (10) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawful money of the Un'ited States or America. - - - - - - - - - - - - - - - - - - - - - - - -




Series of 2009


5.00% June 15,2017 June 1 5,2009 708840HUO


PRINCIPAL AMOUNT: THIRTY-THREE MILL10 RTY THOUSAND DOLLARS

ty (the "Authority"), a body and instrumentality of the

ting under the Pennsylvania Intergovernmental rst Class (Act of June 5, 199 1, P.L. 9, No. 6), as am romises to pay (but only out of

wner identified above or registered assigns (the "Holder"), on the ove, upon the presentation and surrender hereof, the Principal ay (but only out of the Pledged Revenues) interest on said Princ cified above, from the most recent Interest Payment Date (as he erest has been paid or duly provided for, or, if no interest has been paid, r 15 in each year (each, an "Interest Payment Date"), December 15,2009, until payment of said principal amount shall have been made or pro


DMEAST # I 1367735 v6



Series of 2009


4.00% June 15,2018 June 15,2009 708840HV8


PRINCIPAL AMOUNT: NINE HUNDRED THOUSAND DOLLARS

The Pennsylvania Intergovernmental Cooperation Authority (the "Authority"), a body corporate and politic organized and existing as a public rity and instrumentality of the Commonwealth of Pennsylvania, United States of ting under the Pennsylvania Intergovernmental C Class (Act of June 5, 199 1, P.L. 9, No. 6), as am ses to pay (but only out of Pledged Revenues ( ified above or registered assigns (the "Holder"), on the M sentation and surrender hereof, the Principal Amount identi the Pledged Revenues) interest on said Principal Amo , from the most recent Interest Payment Date (as herei een paid or duly provided for, or, if no interest has been paid, December 15 in each year (each, an "Interest Payment Dat ,2009, until payment of said principal amount shall have been made

The principal of this n maturity or redemption, is payable at the principal office of U.S. Bank, National Associ r its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National ~ssoci&on or its successor as ~ e ~ i s k & and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (10) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in la&l money of the - -

United States or America.

DMEAST # I 1367735 v6



Series of 2009

Interest Maturity Date Dated Date CUSIP

5 .OO% June 15,2018 June 15,2009 708840HW6


PRINCIPAL AMOUNT: TWENTY-FOUR HUNDRED SIXTY-FIVE

The Pennsylvania Inte (the "Authority"), a body corporate and politic organi y and instrumentality of the Commonwealth of Pennsy a, duly existing under the Pennsylvania

ies of the First Class (Act of June 5, 199 1, es to pay (but only out of

entified above or registered presentation and surrender of the Pledged Revenues) m the most recent Interest uly provided for, or, if no

interest has been paid, from June 15, 2009, on June 15 and December 15 in each year (each, an "Interest Payment Date"), commencing December 15,2009, until payment of said principal amount shall have been made or provided for.

The principal of this Bond, upon maturity or redemption, is payable at the principal office of U.S. Bank, National Association or its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each ~nterest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (1 0) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawfid money of the United States or America.



Series of 2009


5 .OO% June 15,2019 June 15,2009 708840HX4


PRINCIPAL AMOUNT: EIGHTEEN MILLION ONE HUNDRED TEN THOUSAND DOLLARS

The Pennsylvania Intergovernmental Coo Authority (the "A~thority'~), a body corporate and politic organized and exi ority and instrumentality of the Commonwealth of Pennsylvania, United existing under the Pennsylvania Intergovernmental Cooperation Aut irst Class (Act of June 5, 199 1, P.L. 9, No. 6), as amended (the "Act y promises to pay (but only out of Pledged Revenues (as herein wner identified above or registered assigns (the "Holder"), on the ve, upon the presentation and surrender hereof, the Principal Am ut only out of the Pledged Revenues) interest on said P e, from the most recent Interest Payment Date (as he d or duly provided for, or, if no interest has been June 15 and December 15 in each year (each, an "Interest Paymen er 15,2009, until payment of said principal amount shall have been ma

The principal o upon maturity or redemption, is payable at the principal ofice of U.S. Bank, National As r its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (10) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawfbl money of the United States or America.

DMEAST # I 1367735 v6



Series of 2009


5 .OO% June 15,2020 June 15,2009 708840HY2


PRINCIPAL AMOUNT: NINETEEN MILLION TWENTY THOUSAND DOLLARS

The Pennsylvania Intergovernmental Cooperation Authority (the "Authority"), a body corporate and politic organized and existing a authority and instrumentality of the Commonwealth of Pennsylvania, United States isting under the Pennsylvania

irst Class (Act of June 5, 1991, promises to pay (but only out of er identified above or registered

on the presentation and surrender hereof, the Principal Amount id y out of the Pledged Revenues) interest on said Principa ified above, from the most recent Interest Payment Date (as herein as been paid or duly provided for, or, if no interest has been paid, er 15 in each year (each, an "Interest Payment Date' ment of said principal amount shall have been ma

n maturity or redemption, is payable at the principal ofice of s successor, as Trustee (the "Trustee"). Interest on this Bond

will be paid by the Truste h Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (10) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in 1awfi.d money of the United States or America.

DMEAST # I 1367735 v6



Series of 2009


4.00% June 15,2021 June 15,2009 708840H.29


PRINCIPAL AMOUNT: ONE MILLION NINE HUNDRED SIXTY-FIVE THOUSAND DOLLARS

The Pennsylvania Intergovernmental C ority (the "Authority"), a body corporate and politic organized and existin ority and instrumentality of the Commonwealth of Pennsylvania, United S existing under the Pennsylvania Intergovernmental Cooperation Authorit' 'rst Class (Act of June 5, 1991, P.L. 9, No. 6), as amended (the "Act" romises to pay (but only out of Pledged Revenues (as hereinafter d wner identified above or registered assigns (the "Holder"), on th the presentation and surrender hereof, the Principal Amo out of the Pledged Revenues) interest on said Princip cified above, from the most recent Interest

st has been paid or duly provided for, or, if no interest has been 15 and December 15 in each year (each, an

cember 15,2009, until payment of said principal amount shall have been m

d, upon maturity or redemption, is payable at the principal ofice of U.S. Bank, National Association or its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (1 0) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawhl money of the United States or America.



Series of 2009


5.00% June 15,2021 June 15,2009 CUSIP

708840JA2


PRINCIPAL AMOUNT: EIGHTEEN MILLION DOLLARS

the "Authority"), a body corporate and politic organized and existing as a ority and instrumentality of the Commonwealth of Pennsylvania, United States existing under the Pennsylvania Intergovernmental Cooperation Authority Act 'rst Class (Act of June 5, 199 1, P.L. 9, No. 6), as amended (the "Act"), fo ises to pay (but only out of Pledged Revenues (as hereinafter defined entified above or registered assigns (the "Holder"), on the M the presentation and surrender hereof, the Principal Amount ident y out of the Pledged Revenues) interest on said Principal Am the most recent Interest Payment Date (as hereinaft uly provided for, or, if no interest has been paid, fi e 15 and December 15 in each year (each, an

er 15,2009, until payment of said principal amount shall have been m

on maturity or redemption, is payable at the principal office of U.S. Bank, National Assoc r its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (1 0) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawful money of the United States or America.

DMEAST # I 1367735 v6



Series of 2009


5.00% June 15,2022 June 15,2009 CUSIP

708840JBO


PRINCIPAL AMOUNT: TWENTY MILLION NINE HUNDRED FORTY-FIVE THOUSAND DOLLARS

(the "Authority"), a body and instrumentality of the ing under the Pennsylvania

t Class (Act of June 5, 1991, P.L. 9, No. 6), as amended (the "Act" omises to pay (but only out of Pledged Revenues (as hereinafter identified above or registered assigns (the "Holder"), on the the presentation and surrender hereof, the Principal Amount out of the Pledged Revenues) interest on said Principal ified above, from the most recent Interest

duly provided for, or, if no e 15 and December 15 in each year (each, an

nt of said principal amount

on maturity or redemption, is payable at the principal ofice of em). Interest on this Bond

will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (1 0) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawful money of the United States or America.




Series of 2009

Interest Maturity Date Dated Date CUSIP

4.25% June 1 5,2023 June 15,2009 708840JC8


PRINCIPAL AMOUNT: ONE MILLION EIGHT RED THOUSAND DOLLARS

The Pennsylvania Intergovernmental c - (the "Authority"), a body corporate and politic organized and e and instrumentality of the Commonwealth of Pennsylvania, Unite sting under the Pennsylvania Intergovernmental Cooperation A irst Class (Act of June 5, 199 1,

by promises to pay (but only out of Pledged Revenues (as here wner identified above or registered

upon the presentation and surrender t only out of the Pledged Revenues)

interest on said Prin specified above, from the most recent Interest r duly provided for, or, if no r 15 in each year (each, an ent of said principal amount

The principal of this Bond, upon maturity or redemption, is payable at the principal ofice of U.S. Bank, National Association or its successor, as Trustee (the "Trustee"). Interest on this Bond will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (10) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in l a a money of the United States or America.

DMEAST # I 1367735 v6



Series of 2009


5.00% June 15,2023 June 15,2009 CUSIP

708840JD6


PRINCIPAL AMOUNT: TWENTY MILLION ONE HUNDRED NINETY THOUSAND DOLLARS

The Pennsylvania Intergovernmental Cooperation Authority (the "Authority"), a body authority and instrumentality of the

Commonwealth ly existing under the Pennsylvania Intergovernmental Cooperation Autho Class (Act of June 5, 199 1, P.L. 9, No. 6), as amended (the "Act"), mises to pay (but only out of Pledged Revenues (as hereinafte er identified above or registered assigns (the "Holder"), on the M on the presentation and surrender hereof, the Principal only out of the Pledged Revenues) interest on said Princ m the most recent Interest

uly provided for, or, if no 5 in each year (each, an

mber 15,2009, until payment of said principal amount shall have been m

at the principal ofice of 7. Interest on this Bond

will be paid by the Trustee on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered on the registration books of the Authority (the "Bond Register") maintained by U.S. Bank, National Association or its successor as Registrar and at the address appearing thereon on the last day of the month (whether or not a business day) preceding such Interest Payment Date (the "Record Date") or in lieu thereof, if so requested in a written notice provided to the Trustee not less than ten (10) days prior to the relevant Interest Payment Date by a holder of $1,000,000 or more in aggregate principal amount of Series 2009 Bonds (as hereinafter defined), by wire transfer to an account in a bank located in the United States designated by such Bondholder. Any such interest not so timely paid or duly provided for shall cease to be payable to the person who is the registered owner hereof as of the Record Date and shall be payable to the person who is the registered owner hereof at the close or business on the fifteenth (1 5th) day prior to the date set for the payment of such defaulted interest (the "Special Payment Date"). Such Special Payment Date shall be fixed by the Trustee in accordance with Section 2.03 of the Indenture (as hereinafter defined). The principal or and interest on this Bond are payable in lawful money of the United States or America.


Interest on the Series 2009 Bonds shall be paid on each Interest Payment Date and shall be computed on the basis of a year of 360 days consisting of twelve 30-day months.

THIS BOND IS A LIMITED OBLIGATION OF THE AUTHORITY AND IS PAYABLE SOLELY FROM THE SOURCES REFERRED TO HEREIN. NEITHER THE CREDIT NOR THE TAXING POWER OF THE COMMONWEALTH OF PENNSYLVANIA OR OF ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY OF PHILADELPHIA, IS PLEDGED FOR THE PAYMENT OF THE PRINCIPAL, OF OR INTEREST ON THIS BOND. THIS BOND IS NOT AND SHALL NOT BE DEEMED AN OBLIGATION OF THE COMMONWEALTH OF PENNSYLVANIA OR OF ANY POLITICAL, SUBDIVISION THEREOF, INCLUDING THE CITY OF PHILADELPHIA, EXCEPT FOR THE AUTHORITY, AND NEITHER THE COMMONWEALTH OF PENNSYLVANIA NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE CITY OF PHILADELPHIA, EXCEPT FOR THE AUTHORITY, IS OR SHALL BE LIABLE FOR THE PAYMENT OF SUCH PRINCIPAL, OR INTEREST. THE AUTHORITY HAS NO TAXING POWER.

NOTWITHSTANDING ANY PROVISI ACT OR ANY OTHER LAW TO THE CONTRARY, OR OF ANY IMPLICA THEREFROM, THE COMMONWEALTH OF PENNSYLVANI MENT AGENCIES, INCLUDING THE CITY, EX 0 LEGAL OR MORAL OBLIGATION FOR THE IGATIONS OF THE AUTHORITY, IN AND INTEREST ON THE SERIES 2009 BO Y RESERVES AND ANY

SOEVER. OBLIGEES OF THE 9 BONDS, SHALL HAVE NO

MMONWEALTH OF PENNSYLVANIA ORTO EPT THE AUTHORITY FOR THE PAYMENT OF

HE SERIES 2009 BONDS.

This Bond is egistered in the name of the owner on the Bond Register kept for that purpose at the Principal Office or the Registrar. No transfer shall be valid as against the Authority or the Trustee unless made by the registered owner in person or by his duly authorized attorney or legal representative and similarly noted upon the Bond Register and hereon. Upon any such transfer or exchange, the Authority shall issue and, after due authentication by the Trustee, shall deliver to or upon the order or the registered owner, a new registered Bond or Bonds, in authorized denominations aggregating the principal amount hereof, maturing on the same date, bearing interest at the same rate, bearing the same series designation as this Bond and registered in such names as shall be requested.

The Authority, the Trustee and the Registrar may treat the person in whose name this Bond is registered as the absolute owner of this Bond for all purposes whether or not this Bond shall be overdue, and the Authority, the Trustee and the Registrar shall not be affected by any notice to the contrary. All payments of the principal, interest or redemption price made to the registered owner hereof in the manner set forth herein and in the Indenture shall be valid and effectual to satisfy and discharge the liability upon this Bond to the extent of the sum or sums so paid, whether or not notation of the same be made hereon, and any consent, waiver or action taken by such registered owner pursuant to the provisions of the Indenture shall be conclusive and binding upon such

DMEAST # I 1367735 v6 2

registered owner, his heirs, successors and assigns, and upon all transferees hereof, whether or not notation thereof be made hereon or on any Bond issued in exchange therefor.

It is hereby certified, recited and declared that all acts, conditions and things required by the Constitution and laws of the Commonwealth of Pennsylvania to exist, to have happened and to have been performed, precedent to and in the execution and delivery of the Indenture and the issuance of this Bond, exist, have happened and have been performed in regular and due form as required by law.

No covenant or agreement contained in this Bond or the Indenture shall be deemed to be a covenant or agreement of any official, officer, agent or employee of the Authority in his individual capacity, and neither the members of the Board of the Authority nor any official executing this Bond nor any such officer, agent or employee shall be liable personally on this Bond or under the Indenture or be subject to any personal liability or accountability by reason of the issuance or sale of this Bond, all such liability of such members, officers, agents and employees being released as a condition of and as consideration for the executio ent to the Amended and Restated Indenture (hereinafter defined) and the is

This Bond shall not be entitled t r the Indenture, or be valid or thenticated by the execution

vania Intergovernmental Cooperation adelphia Funding Program), Series of

Series 2009 Bonds"). The Series 2009 Bonds s outstanding bonds and for other purposes pe ublic purposes set forth in

The Series 2009 Bonds are issued under and pursuant to the Act and a resolution of the Authority duly adopted on May 5,2009 (the "Resolution") and under an Amended and Restated Indenture of Trust dated as of December 1, 1994, as amended and supplemented by a First Supplement to the Amended and Restated Indenture of Trust dated as of May 15, 1996, a Second Supplement to the Amended and Restated Indenture of Trust dated as of April 1, 1999, a Third Supplement to the Amended and Restated Indenture of Trust dated as of June 1,2003, a Fourth Supplement to the Amended and Restated Indenture of Trust dated as of June 1, 2006, a Fifth Supplement to the Amended and Restated Indenture of Trust dated as of May 1,2008 and a Sixth Supplement to the Amended and Restated Indenture of Trust dated as of June 1,2009 (collectively, the "Indenture"), between the Authority and the Trustee, and, together with other Outstanding Bonds, are equally and ratably secured under the Indenture, except as otherwise provided therein, by an assignment and pledge of, and grant of a security interest in, (i) all amounts received by or payable to or at the direction of the Authority constituting proceeds (including interest and penalties) of any PICA Taxes, and (ii) all moneys and securities held by the Trustee under the Indenture (except h d s held in trust for the United States) (collectively, the "Pledged Revenues").

Capitalized terms used herein which are not defined herein shall have the meanings set forth in the Indenture.

DMEAST #I 1367735 v6 3

Optional Redemption

The Series 2009 Bonds maturing on and after June 15,2020 are redeemable by the Authority at its option, on or after June 15,20 19, in whole at any time, or in part at any time, and from time to time, in any order of maturity as specified by the Authority, in any principal amount within a maturity as specified by the Authority, and within a maturity as selected by the Trustee by lot. Any such redemption shall be made at 100% of the principal amount of Series 2009 Bonds to be redeemed, plus accrued interest to the redemption date.

Notice of Redemption

When the Authority shall determine to redeem Series 2009 Bonds, upon prior written notice to the Trustee of the redemption date and the principal amount of Series 2009 Bonds to be redeemed, the Trustee, at the Authority's expense, shall cause a notice of redemption to be mailed to the Bondholders. Such notice shall, among other things, state the red price and the date fixed for redemption, that on such date the Series 2009 Bonds mption will be due and become payable at the Principal Oflice of the Trustee, fter such date, interest thereon shall cease to accrue; provided, howev es 2009 Bonds to be redeemed may file written waivers of noti ed, such Series 2009 Bonds may be redeemed and all e and accrue on the date set for such redempt a notice is given with respect to an optional red being deposited with the Trustee, such notice shall eys with the Trustee before the date fixed for redemption s such moneys are so deposited.

The notice to Bondhol d States mail, first- class postage prepaid, at leas ) days, hut not more than sixty (60) days prior to the redemption date, addressed to the Holders of Series 2009 Bonds called for redemption at the addresies appearing upon the Bond Register. Any notice of redemption mailed in accordance with the requirements set forth herein shall be conclusively presumed to have been duly given, whether or not such notice is actually received by the Bondholder. No defect in the notice with respect to any Series 2009 Bond (whether in the form of notice or the mailing thereof) shall affect the validity of the redemption proceedings for any other Series 2009 Bonds.

Reference is made to the Act, the Resolution, the Indenture and the PICA Tax Ordinance, executed or certified counterparts of which are on file at the corporate trust office of the Trustee, for statements of the purposes for which the Series 2009 Bonds are issued, a description of the Pledged Revenues assigned and pledged for the security of the Series 2009 Bonds (including the PICA Tax) and the nature, extent and manner of enforcement of such security, certain covenants of the Authority and the City made for the benefit of Bondholders, the terms and conditions under which the Indenture may be amended or modified, the rights and duties of the Authority and the Trustee, and the extent of the rights of the registered owners of the Series 2009 Bonds issued under the Indenture.

DMEAST # I 1367735 v6 4

IN WITNESS WHEREOF, the Pennsylvania Intergovernmental Cooperation Authority has caused this Bond to be executed with the manual or facsimile signature of its Chairperson or Vice Chairperson and its official seal or a facsimile thereof to be imprinted hereon and attested with the manual or facsimile signature of its Assistant Secretary, as of the date first above written.


AUTHENTICATION CERTIFICATE

This Bond is one of the Series 2009 Bonds described in the within mentioned Indenture. The text of the opinion of Bond Counsel printed on or attached to this Bond is the complete text of the opinion of Ballard Spahr Andrews & Ingersoll, LLP, of Philadelphia, Pennsylvania, a signed original of which is on file with the undersigned, which was dated and delivered on the date of the original delivery of and payment for the Series 2009 Bonds.

- - - - - - - -

IATION, Trustee

DMEAST #11367735 v6

Date of

TEXT OF OPINION OF BOND COUNSEL

DMEAST # I 1367735 v6

1735 MARKET STREET, 5 IST FLOOR

PHILADELPHIA, PENNSYLVANIA 19 1 0 3 - 7 5 9 9

2 1 5 - 6 6 5 - 8 5 0 0

FAX: 2 1 5 - 8 6 4 - 8 9 9 9

WWW.BALLARDSPAHR.COM

June 15,2009

Pennsylvania Intergovernmental Cooperation Authority

1500 Walnut Street Suite 1600 Philadelphia, PA 19 103

Goldman, Sachs & Co., as representative of the Underwriters

85 Broad Street New York,NY 10005

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

Ladies and Gentlemen:

We have acted as Bond Counsel to the Pennsylvania Intergovernmental Cooperation Authority (the "Authority") in connection with the issuance and sale by the Authority of the above referenced bonds (the "2009 Bonds") pursuant to the Pennsylvania Intergovernmental Cooperation Authority Act for Cities of the First Class, approved June 5, 1991 (P.L 9, No. 6), as amended (the "Act"), and an Amended and Restated Indenture of Trust dated as of December 1, 1994 (the "Amended and Restated Indenture"), between the Authority and U.S. Bank National Association, as successor trustee (the "Trustee"), as amended pursuant to the First Supplement to the Amended and Restated Indenture dated as of May 15, 1996 (the "First Supplement to the Amended and Restated Indenture"), the Second Supplement to the Amended and Restated Indenture dated as of April 1, 1999 (the "Second Supplement to the Amended and Restated Indenture"), the Third Supplement to the Amended and Restated Indenture dated as of June 1, 2003 (the "Third Supplement to the Amended and Restated Indenture"), the Fourth Supplement to the Amended and Restated Indenture dated as of June 1,2006 (the "Fourth Supplement to the Amended and Restated Indenture"), the Fifth Supplement to the Amended and Restated Indenture dated as of May 1, 2008 (the "Fifth Supplement to the Amended and Restated Indenture") and the Sixth Supplement to the Amended and Restated Indenture dated as of June 1, 2009 (the "Sixth Supplement to the Amended and Restated Indenture," and together with the First Supplement to the Amended and Restated Indenture, the Second Supplement to the Amended and Restated Indenture, the Third Supplement to the Amended and Restated Indenture, the Fourth Supplement to the Amended and Restated Indenture, the Fifth Supplement to the Amended and Restated Indenture and the Amended and Restated Indenture, collectively, the "Indenture").


Pennsylvania Intergovernmental Cooperation Authority Goldman, Sachs & Co., as representative of the Underwriters June 15,2009 Page 2

The 2009 Bonds are being issued for the purpose of providing funds which, together with other available moneys, will be used to: (i) currently refund the Authority's Special Tax Revenue Refunding Bonds (City of Philadelphia Funding Program), Series of 1999, outstanding in the aggregate principal amount of $326,865,000 (the "1 999 Bonds"), (ii) pay the costs of terminating an interest rate swap transaction which relates to the 2009 Bonds and (iii) pay the costs of issuing the 2009 Bonds (collectively, the "Refunding Project").

As expressly stated in the form of the 2009 Bonds and in the Indenture, the 2009 Bonds are limited obligations of the Authority payable solely from the Pledged Revenues (as defined in the Indenture). The 2009 Bonds do not otherwise constitute a pledge of the general credit of the Authority. Further, the 2009 Bonds do not constitute a pledge of the credit of the Commonwealth of Pennsylvania ("Commonwealthy') or any political subdivision thereof, including the City of Philadelphia ("City"), nor do the 2009 Bonds constitute a pledge of the taxing power of the Commonwealth or any political subdivision thereof, including the City. The Authority has no taxing power. Neither the Commonwealth nor any political subdivision thereof (including the City) is liable for the payment of the principal of, redemption premium, if any, or interest on, the 2009 Bonds.

In our capacity as Bond Counsel, we have examined: (a) the relevant provisions of the Constitution of the Commonwealth; (b) the Act; (c) the proceedings of the Authority with respect to the authorization, issuance and sale of the 1999 Bonds and the 2009 Bonds, including, inter alia, the Resolution of the Authority adopted May 5,2009 ("Resolution"); (d) certain statements, certifications, &davits and other documents and matters of law which we have considered relevant, including, without limitation, a tax certification of officials of the Authority having responsibility for issuing the 2009 Bonds ("Tax Compliance Certificate"), given pursuant to the Internal Revenue Code of 1986, as amended ("Codeyy), an opinion of counsel to the Authority of even date herewith ("Authority Counsel's Opinion") and the other documents and instruments listed on the Closing Agenda filed with the Trustee, which are dated the date of original delivery of the 2009 Bonds. We have also examined a filly executed and authenticated 2009 Bond and assume that all of the 2009 Bonds are in such form and are similarly executed and authenticated.

In rendering the opinion set forth below, we have relied upon the authenticity, accuracy, truthfulness and completeness of all documents, records, certifications and other instruments examined including, without limitation, the authenticity of all signatures appearing thereon. We have also relied, in the opinion set forth below, upon the Authority Counsel's Opinion, as to the valid existence of the Authority and the due authorization, execution and delivery by the Authority of certain operative documents.

Except with respect to paragraph 6 below, our opinion is given only with respect to the laws of the Commonwealth of Pennsylvania as enacted and construed on the date hereof.

Based upon the foregoing, we are of the opinion that:

1. The Authority is a body corporate and politic validly existing under the laws of the Commonwealth with full power and authority to undertake the Refunding Project, to

Pennsylvania Intergovernmental Cooperation Authority Goldman, Sachs & Co., as representative of the Underwriters June 15,2009 Page 3 1

execute and deliver the Sixth Supplement to the Amended and Restated Indenture and to issue the 2009 Bonds.

2. The Sixth Supplement to the Amended and Restated Indenture has been duly authorized, executed and delivered by the Authority and the obligations of the Authority thereunder are legal, valid, binding, and enforceable in accordance with their terms, except as may be affected by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws or legal or equitable principles affecting the enforcement of creditors' rights ("Creditors' Rights Limitations").

3. The 2009 Bonds have been duly authorized, executed, issued and delivered by, and are the legal, valid and binding limited obligations of, the Authority, entitled to the benefit and security of the Indenture and enforceable in accordance with their terms, except as may be affected by Creditors' Rights Limitations.

4. The Indenture creates a valid pledge to the Trustee for the benefit of the holders of the 2009 Bonds of, and a valid and binding security interest in, the Pledged Revenues (as defined in the Indenture), except as may be affected by Creditors' Rights Limitations.

5. Interest on the 2009 Bonds is exempt from Pennsylvania personal income tax and Pennsylvania corporate net income tax and the 2009 Bonds are exempt fiom personal property taxes in the Commonwealth.

6 . Under current law, interest on the 2009 Bonds (including original issue discount) is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain defined corporations.

Original issue premium on a 2009 Bond issued at an issue price that exceeds its principal amount is amortizable periodically over the term of a 2009 Bond through reductions in the holder's tax basis for the 2009 Bond for determining taxable gain or loss from sale or from redemption prior to maturity. Amortization of premium does not create a deductible expense or loss.

In rendering this opinion, we have assumed compliance by the Authority with the covenants contained in the Resolution, the Indenture and in the Tax Compliance Certificate that are intended to comply with the provisions of the Code relating to actions to be taken by the Authority in respect of the 2009 Bonds after the issuance thereof to the extent necessary to effect or maintain the federal tax-exempt status of the interest on the 2009 Bonds. These covenants relate to, inter aka, the use of proceeds of the 2009 Bonds and the rebating to the United States Treasury of specified arbitrage earnings, if required. Failure to comply with such covenants could result in the interest on the 2009 Bonds becoming includible in gross income for federal income tax purposes from their date of issuance.

DMEAST #I1390842 v5

Pennsylvania Intergovernmental Cooperation Authority Goldman, Sachs & Co., as representative of the Underwriters June 15,2009 Page 4

Ownership of the 2009 Bonds may result in collateral federal income tax consequences to certain taxpayers. We express no opinion as to any collateral tax consequences, federal or state, as to which owners of the 2009 Bonds should consult their own tax advisors.

We express no opinion as to any matter not set forth in the numbered paragraphs herein including with respect to, and assume no responsibility for, the accuracy, adequacy or completeness of the Official Statement prepared in respect of the 2009 Bonds, and make no representation that we have independently verified the contents thereof. This opinion is given as of the date hereof and we assume no obligation to update or supplement this opinion to reflect changes in law which may occur or changes in facts or circumstances which may come to our attention hereafter.

Very truly yours,

ASSIGNMENT

For value received, the undersigned hereby sells, assigns and transfers unto whose taxpayer identification number is the within Bond and all

rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer said Bond on the books of the Registrar, with h l l power of substitution in the premises.

Date:

Signature Guaranteed: A

NOTICE: The signature to th race of the within Bond in whatever.


the name as it appears upon the or enlargement or any change

SCHEDULE 1

MATURITIES, AMOUNTS AND INTEREST RATES


SPECIAL TAX REVENUE REFUNDING BONDS (CITY OF PHILADELPHIA FUNDING PROGRAM)

SERIES OF 2009

INTEREST RATE

- RateNO. R-1 $27,940,000 PENNSYLVANIA INTERGOVERNMENTAL COOPERATION AUTHORITY Special Tax Revenue Refunding Bonds (City of Philadelphia Funding Program) Series of 2009 Interest -

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