Contributing to the economic vitality of Lancaster by providing an inviting,
world-class business and event destination for guests.

Bond Restructuring – 2011

Index

Tab#1- Issuer Letter to Trustee directing the Conversion of the Interest Rate on Bonds to Term Rate

Tab#2 – Consent of Wells Fargo Bank

Tab#3 – Opinion of Bond Counsel (re Conversion to Term Rate)

Tab#4 – Notice of Mandatory Purchase (2003 Bonds)

Tab#5 – Notice of Mandatory Purchase (2007 Bonds)

Tab#6 – Issuer Letter to Trustee directing the Conversion of the Interest Rate on the Bonds to LIBOR Index Rate

Tab#7 – Opinion of Bond Counsel (re Conversion to LIBOR Index Rate)

Tab#8 – Term Sheet for Purchase of Bonds

Tab#9 – Term Sheet for Term LoanTab

Tab#10- MOU (Issuer and PaDutch Convention & Visitors Bureau)

Tab#14 – Amended & Restated Trust Indenture (Issuer & Trustee)

Tab#15 – Specimen Amended and Restated 2003 Bond

Tab#16 – Specimen Amended and Restated 2007 Bond

Tab#17 – Blanket Issuer Letter of Representations (Issuer)

Tab#18 – Optional Redemption Notice (Issuer and Purchaser)

Tab#19 – Consent of Purchaser

Tab#20 – Consent of SWAP Provider

Tab#21- Investor Letter

Tab#22 – UCC-1 Financing Statements (Issuer in favor of Trustee) ( Secretary of State)

Tab#23 – Guaranteed Debt Service Reserve Fund Replenishment Note (Issuer) (2003 Bonds)

Tab#24 – Debt Service Reserve Fund Replenishment Note (Issuer)(2007 Bonds)

Tab#25 – Hotel Tax Payment Acknowledgement Agreement

Tab#26 – Hotel Room Rental Tax Ordinance #45

Tab#27 – Guaranty Agreement

Tab#28 – Reimbursement Agreement

Tab#29A – County Debt Act Proceedings-Application for Approval

Tab#29B – County Debt Act Proceedings – County Ordinance

Tab#29C – County Debt Act Proceedings – Proofs of Publication

Tab#29D – County Debt Act Proceedings – Report on Self-Liquidating Debt

Tab#29E – County Debt Act Proceedings- Debt Statement and Borrowing Base Certificate

Tab#30A – Amendment to County Debt Act Proceedings- Amended County Ordinance

Tab#30B – Amendment to County Debt Act Proceedings – Proofs of Publication

Tab#31 -Continuing Covenant Agreement

Tab#32 – Loan Agreement – Term Loan Facility

Tab#33 – $750,000 Promissory Note – Term Loan Facility

Tab#34 – ISDA Master Agreement (Issuer and SWAP Counterparty)

Tab#35 – Schedule to ISDA Master Agreement

Tab#36 – Amended and Restated Confirmation to ISDA Master Agreement (2003)

Tab#37 – Amended and Restated Confirmation to ISDA Master Agreement (2007)

Tab#38 – Fairness Opinion of SWAP Advisor re SWAP

Tab#39 – Certificate of SWAP Advisor

Tab#40 – Certificate of Identification of Hedge Contracts

Tab#41- Certificate of SWAP Counterparty

Tab#42 – Opinion of Counsel to SWAP Counterparty

Tab#43 – Incumbency Certificate of SWAP Counterparty

Tab#44 – Opinion of Counsel to Issuer re SWAP

Tab#45 – General Certificate of the Issuer

Tab#45A – General Certificate of the Issuer – PA Articles of Incorporation

Tab#45B – General Certificate of Issuer -Bylaws

Tab#45C – General Certificate of Issuer -PA Subsistance Certificate

Tab#45D – General Certificate of Issuer – Resolution

Tab#46 – General Certificate of Trustee

Tab#47 – County General Certificate

Tab #48 – Opinion of Counsel to the Issuer

Tab#49 – Opinion of Special Counsel to the County

Tab#50 – Bond Counsel Opinion

Tab#51- Form 8038 to be filed with the IRS

Tab#52 – Non-Arbitrage certificate and Compliance Agreement(Issuer)

Tab#53 – Certificate of Purchaser

Tab#54 – Certificate of Financial Advisor

Tab#55 – Closing Receipt

Tab#56 – Direction Letter re Issuance Costs

Tab#57 – Institutional Custody Services Agreement