PEDFA Closing Memo

To: Pennsylvania Economic Development Financing Authority

From: Guggenheim Securities, LLC

Date:

Pages: 3

Re:

(Capitol Region Parking System)

Obligor/Borrower: Pennsylvania Economic Development Finance Authority (the “PEDFA”)

Issuing Authority: PEDFA

Settlement Date: Monday, December 23, 2013 (the “Settlement Date”)

Underwriters: Guggenheim Securities, LLC

Piper Jaffery

Trustee/Paying Agent/Transfer

Agent:

Contacts: George J. Rayzis

Phone: (215) 761-9317

E-mail: george.rayzis@usbank.com

Orange Box = Critical to Closing

A) Purpose

The Bonds are comprised of the following series:

1 ) $120,928,160.55 Senior Insured Parking Revenue Bonds, Series A of 2013

2 ) $97,172,029.25 Junior Guaranteed Parking Revenue Bonds, Series B of 2013

3 ) $68,453,473.90 Junior Insured/Guaranteed Parking Revenue Bonds, Series C of 2013

B) Sources and Uses of Funds

Sources:

Par Amount of Bonds 286,553,663.70

Net Origional Issue Premium 7,779,051.00

Harrisburg Parking Authority Funds 950,000.00

Total Sources 295,282,714.70

Uses:

Acquisition Price to HPA 267,479,161.57

Start-up Operations 950,000.00

Capitalized Interest 2,415,000.00

Capital Reserve Fund 9,000,000.00

Underwriters' Discount 2,118,985.30

Costs of Issuance 9,927,287.23

Bond Insurance Premium 3,392,280.60

Total Uses of Funds 295,282,714.70

This Closing Memorandum and Instructions provided in connection with the issuance and delivery by the Pennsylvania Economic Development

Financing Authority (the “Authority) of the above-captioned bonds (the “Bonds”) pursuant to the Trust Indenture (“Indenture”) dated as of December 1,

2013 between the Authority and U.S. Bank National Association (the “Trustee”).

US Bank Global Corporate Trust Services

****** Closing Memorandum (12/23/2013) ******

Monday, December 23, 2013

Closing Instructions for:

$286,553,663.70

Parking System Revenue Bonds

December 23, 2013 Page 1 of 3

PEDFA Closing Memo

C) Wiring Instructions For Payment to Series 2013 Series A, B & C Trustee:

Series A Series B Series C Total

Par Amount $120,928,160.55 $97,172,029.25 $68,453,473.90 $286,553,663.70

Net Premium/OID -1,598,545.50 4,754,034.15 4,623,562.35 7,779,051.00

$119,329,615.05 $101,926,063.40 $73,077,036.25 $294,332,714.70

Underwriter's Discount 948,479.81 663,037.09 507,468.40 2,118,985.30

Purchase Price for the Bonds $118,381,135.24 $101,263,026.31 $72,569,567.85 $292,213,729.40

Amount: 292,213,729.40$

To: U.S. Bank, N.A.

ABA#: 091000022

A/C:

Beneficiary: USBank PA & NJ CT Wire Clrg

Beneficiary Address: 777 E. Wisconsin Ave

Milwaukee, WI 53202-5300

OBI PEDFA - Capital Purchase Project

Attn: George Rayzis

Phone: (215) 761-9317

Guggenheim Contact Jose Hernandez: (212) 381-4139

D) Distribution of the Purchase Price of the Bonds by the Trustee

1 )

Amount 267,479,161.57$

2 )

Amount 3,392,280.60$

Bank: The Bank of New York

Account Name: Assured Guaranty Municipal Corp.

Account Number: 8900297263

ABA Number: 021-000- 018

Contact: Erika A. Paredes-Rebouças

212.893.2706

eparedes-reboucas@assuredguaranty.com

Series A P&I Policy Number: 215897-N

Series A Surety Policy Number: 215897-R

Series B Stand-alone Surety Policy Number: 215898-S

Series C P&I Policy Number: 215899-N

Series C Surety Policy Number: 215899-R

3 )

Series A Sub Account: 400,000.00$

Series B Sub Account: 1,200,000.00$

Series C Sub Account: 815,000.00$

4 )

Amount 9,000,000.00$

5 )

Amount 9,927,287.23$

Guggenheim Securities, LLC, on its own behalf and as representative of the underwriting syndicate will pay the purchase price to the Trustee by wire

transfer on the Closing Date. The Purchase Price is computed as follows and the wire instructions are also provided below.

The Purchase Price of the Bonds in the amount of $292,213,729.40 shall be deposited to the Settlement Account

under the Indenture for disbursement in accordance with section 5.2 thereof.

173-1037-818-16

Acquisition Price to be paid to HPA: On the Closing Date, pursuant to the Receipt and Direction Letter of HPA dated December 23, 2013, HPA has

received the acquisition price for the Parking System (as defined in the Indenture) in the following amount. From such amount, as directed by HPA, the

Trustee will immediately wire the amounts and to the payees as shown on HPA Acquisition Price Closing Memo:

Bond Insurance Premium: On the Closing Date, the Trustee will wire transfer $3,392,280.60 to Assured Guaranty Municipal Corp. using the follow

instructions.

Capitalized Interest: On the Closing Date, the Trustee will deposit an aggregate amount of $2,415,000 into the General Account of the Bond Fund as

follows:

Capital Reserve Fund: On the Closing Date, the Trustee will deposit $9,000,000.00 in the Capital Reserve Fund.

(5) Costs of Issuance: On the Closing Date, the Trustee will deposit $9,927,287.23 in the Costs of Issuance Account. The Trustee shall disburse funds in

accordance with Schedule A or otherwise at the direction of the Authority.

US BANK WILL HOLD MONEYS IN TRUST UNTIL GUGGENHEIM CAN CONFIRM AGM, THA (METRO BANK) AND HPA WIRES HAVE BEEN

SENT AND IS DIRECTED BY GUGGENHEIM TO PROCEED WITH REMAINING DISBURSEMENTS

December 23, 2013 Page 2 of 3

PEDFA Closing Memo

E) Transfer of HPA Funds

Transfer to the Asset Manager

Amount: 175,000.00$

Bank: Wells Fargo Bank, N.A.

ABA# 121000248

Credit: Trimont Real Estate Advisors, Inc Clearing Account

Account: 2000-0251-920-43

Reference: For further credit to PK Harris Advisors, Inc.

Transfer to Operator

Amount: 775,000.00$

Bank: Wells Fargo Bank, N.A.

ABA# 121000248

Credit: Standard Parking

Account: 4124086877

Reference: Harrisburg Operating

F) Schedule A

Purpose Payee Form of Payment Amount

Issuer Fee PEDFA 100,000.00

PEDFA Agent CREDC 55,000.00

FA to the Office of the Receiver PRAG 400,000.00

Counsel to the Office of the Receiver McKenna Long 3,625,000.00

Bond Counsel Dilworth 600,000.00

Tax Counsel Kutak 100,000.00

Concession Fee Guggenheim 1,448,499.06

Verizon Fee Guggenheim 250,000.00

DGS Vehicle Lease Guggenheim 250,000.00

Due Diligence Expenses Guggenheim 35,000.00

Steven's and Lee Guggenheim (Reimbursement under ENA) 33,835.10

Underwriters Counsel Blank Rome 850,000.00

Ratings - Fitch Fitch 200,000.00

Rating - Moody's Moody's 127,500.00

Rating - S and P Standard & Poor's 58,500.00

Due Diligence Expenses AEW Capital (Reimbursement) 57,958.55

Independent Engineer AEW Capital (Reimbursement) 145,352.52

Environmental Phase I AEW Capital (Reimbursement) 30,350.00

Closing Fee PK Harris Advisors, Inc. (Trimont) 210,362.76

Closing Fee Standard Parking (SP+) 360,000.00

Independent Engineer (Finish Work) Desman 23,450.00

Environmental Phase II Cardno 44,000.00

City's Counsel Ahmad, Zaffarese & Smyler, LLC 75,000.00

City Council's Counsel Neil Grover 50,000.00

McNeese Wallace McNeese Wallace 45,000.00

Trustee US Bank 40,000.00

Trustee's Counsel Lamb McErlane PC 25,000.00

Title Insurance / Endorcements Land Services USA WIRE INSTRUCTIONS BELOW 584,445.00$

Appraisal Fee Walters Appraisal Service 27,500.00

Surveys Bock and Clark 28,398.00

Printing 2,500.00

Counsel to the Office of the Receiver Liner Law -422,491.52

9,460,159.47

G) Wire Instructions for Critical Closing Expenses

Land Services USA, Inc.

Settlement Trust Account

Amount: 584,445.00$

Bank Name: PNC Bank, NA

1600 Market Street

Philadelphia, PA 19103

ABA#: 031 000 053

Account Name: Land Services USA, Inc.

Settlement Trust Account

Account Number: 8620846572

ATTN: Lucille Gianforcaro

215-255-8995

Reference: File PAFA13-0089 (AS)

Confirmation: *Amounts and instructions have been confirmed*

Approved Costs of Issuance Disbursements

Schedule A

On the Closing Date, as directed by the Authority, the HPA will transfer $950,000.00 from its own funds to the Asset Manager and Operator for deposit

into the Operation Account in the following amounts:

December 23, 2013 Page 3 of 3