PEDFA Closing Memo

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

To: From: Date: Pages: Re: Pennsylvania Economic Development Financing Authority Guggenheim Securities, LLC Monday, December 23, 2013 3 Closing Instructions for: $286,553,663.70 Parking System Revenue Bonds (Capitol Region Parking System)

Obligor/Borrower: Issuing Authority: Settlement Date: Underwriters:

Pennsylvania Economic Development Finance Authority (the PEDFA) PEDFA Monday, December 23, 2013 (the Settlement Date) Guggenheim Securities, LLC Piper Jaffery US Bank Global Corporate Trust Services George J. Rayzis Phone: (215) 761-9317 E-mail: george.rayzis@usbank.com Orange Box = Critical to Closing

Trustee/Paying Agent/Transfer Agent: Contacts:

A)

Purpose 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). 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 Net Origional Issue Premium Harrisburg Parking Authority Funds Total Sources Uses: Acquisition Price to HPA Start-up Operations Capitalized Interest Capital Reserve Fund Underwriters' Discount Costs of Issuance Bond Insurance Premium Total Uses of Funds

286,553,663.70 7,779,051.00 950,000.00 295,282,714.70

267,479,161.57 950,000.00 2,415,000.00 9,000,000.00 2,118,985.30 9,927,287.23 3,392,280.60 295,282,714.70

December 23, 2013

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PEDFA Closing Memo

C)

Wiring Instructions For Payment to Series 2013 Series A, B & C Trustee: 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. Series A Series B Series C Total $120,928,160.55 $97,172,029.25 $68,453,473.90 $286,553,663.70 -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 $294,332,714.70 948,479.81 $118,381,135.24 663,037.09 $101,263,026.31 507,468.40 $72,569,567.85 2,118,985.30 $292,213,729.40

Par Amount Net Premium/OID

Underwriter's Discount Purchase Price for the Bonds

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. Amount: To: ABA#: A/C: Beneficiary: Beneficiary Address: $ 292,213,729.40 U.S. Bank, N.A. 091000022 173-1037-818-16 USBank PA & NJ CT Wire Clrg 777 E. Wisconsin Ave Milwaukee, WI 53202-5300 PEDFA - Capital Purchase Project George Rayzis Phone: (215) 761-9317 Jose Hernandez: (212) 381-4139

OBI Attn:

Guggenheim Contact

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

D)

Distribution of the Purchase Price of the Bonds by the Trustee 1 ) 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: Amount $ 267,479,161.57

2 ) 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. Amount Bank: Account Name: Account Number: ABA Number: Contact: $ 3,392,280.60 The Bank of New York Assured Guaranty Municipal Corp. 8900297263 021-000- 018 Erika A. Paredes-Rebouas 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 ) 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: Series A Sub Account: Series B Sub Account: Series C Sub Account: $ $ $ 400,000.00 1,200,000.00 815,000.00

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

5 ) (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. Amount $ 9,927,287.23

December 23, 2013

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PEDFA Closing Memo

E)

Transfer of HPA Funds 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: Transfer to the Asset Manager Amount: Bank: ABA# Credit: Account: Reference: Transfer to Operator Amount: Bank: ABA# Credit: Account: Reference: $ 775,000.00 Wells Fargo Bank, N.A. 121000248 Standard Parking 4124086877 Harrisburg Operating $ 175,000.00 Wells Fargo Bank, N.A. 121000248 Trimont Real Estate Advisors, Inc Clearing Account 2000-0251-920-43 For further credit to PK Harris Advisors, Inc.

F)

Schedule A Schedule A Approved Costs of Issuance Disbursements Purpose Issuer Fee PEDFA Agent FA to the Office of the Receiver Counsel to the Office of the Receiver Bond Counsel Tax Counsel Concession Fee Verizon Fee DGS Vehicle Lease Due Diligence Expenses Steven's and Lee Underwriters Counsel Ratings - Fitch Rating - Moody's Rating - S and P Due Diligence Expenses Independent Engineer Environmental Phase I Closing Fee Closing Fee Independent Engineer (Finish Work) Environmental Phase II City's Counsel City Council's Counsel McNeese Wallace Trustee Trustee's Counsel Title Insurance / Endorcements Appraisal Fee Surveys Printing Counsel to the Office of the Receiver Payee Form of Payment PEDFA CREDC PRAG McKenna Long Dilworth Kutak Guggenheim Guggenheim Guggenheim Guggenheim Guggenheim (Reimbursement under ENA) Blank Rome Fitch Moody's Standard & Poor's AEW Capital (Reimbursement) AEW Capital (Reimbursement) AEW Capital (Reimbursement) PK Harris Advisors, Inc. (Trimont) Standard Parking (SP+) Desman Cardno Ahmad, Zaffarese & Smyler, LLC Neil Grover McNeese Wallace US Bank Lamb McErlane PC Land Services USA Walters Appraisal Service Bock and Clark Liner Law Amount 100,000.00 55,000.00 400,000.00 3,625,000.00 600,000.00 100,000.00 1,448,499.06 250,000.00 250,000.00 35,000.00 33,835.10 850,000.00 200,000.00 127,500.00 58,500.00 57,958.55 145,352.52 30,350.00 210,362.76 360,000.00 23,450.00 44,000.00 75,000.00 50,000.00 45,000.00 40,000.00 25,000.00 584,445.00 27,500.00 28,398.00 2,500.00 -422,491.52 9,460,159.47

WIRE INSTRUCTIONS BELOW

G)

Wire Instructions for Critical Closing Expenses Land Services USA, Inc. Settlement Trust Account Amount: Bank Name: $ 584,445.00 PNC Bank, NA 1600 Market Street Philadelphia, PA 19103 031 000 053 Land Services USA, Inc. Settlement Trust Account 8620846572 Lucille Gianforcaro 215-255-8995 File PAFA13-0089 (AS) *Amounts and instructions have been confirmed*

ABA#: Account Name: Account Number: ATTN: Reference: Confirmation:

December 23, 2013

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