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Bofa Merrill Lynch Dated: January 25, 2012 Bofa Merrill Lynch Dated: January 25, 2012

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Bofa Merrill Lynch Dated: January 25, 2012 Bofa Merrill Lynch Dated: January 25, 2012 New Issue – Book Entry Only Ratings: Moody’s: “Aa2” Standard & Poor’s: “AA” (See “RATINGS” herein) In theNew opinion Issue –of Book Bond Entry Counsel, Only assuming compliance with certain covenants of the Authority and the College, Ratings:interest on Moody’s: the Series “Aa2” 2012 Bonds is excluded from gross income of the owners of the Series 2012 Bonds for federal income tax purposes under existing law,Standard as currently & Poor’s: enacted “AA” and construed. Interest on the Series 2012 Bonds is not an item of tax preference for purposes of either individual or corporate alternative(See minimum “RATINGS” tax. Interest herein) on the Series 2012 Bonds mayIn bethe indirectly opinion of subject Bond Counsel,to corporate assuming alternative compliance minimum with taxcertain and covenantscertain other of the taxes Authority imposed and on the certain College, corporations interest on asthe more Series fully 2012 described under the Bondscaption is “TAX excluded EXEMPTION from gross – income Federal of Tax the Laws” owners herein. of the SeriUnderes 2012the laws Bonds of thefor Commonwealth federal income oftax Pennsylvania, purposes under as existingcurrently law, enacted as currently and construed, the Series enacted2012 Bonds and construed. are exempt Interest from personal on the Series property 2012 taxes Bonds in Pennsylvaniais not an item ofand tax the preference interest on for the purposes Series 2012of either Bonds individual is exempt or corporatefrom Pennsylvania alternative personal property taxminimum and Pennsylvania tax. Interest corporateon the Series net 2012 income Bonds tax. may See be “TAX indirec EXEMPTIONtly subject to –corporate Commonwealth alternative Tax minimum Laws” herein. tax and certain other taxes imposed on certain corporations as more fully described under the caption “TAX EXEMPTION – Federal Tax Laws” herein. Under the laws of the Commonwealth of Pennsylvania, as currently enacted and construed,$25,010,000 the Series 2012 Bonds are exempt from personal property taxes in Pennsylvania and the interest on the Series 2012 Bonds is exempt from Pennsylvania personal property tax and Pennsylvania corporate net income tax. See “TAXPENNSYLVANIA EXEMPTION – Commonwealth HIGHER Tax Laws” herein.EDUCATIONAL FACILITIES AUTHORITY BRYN MAWR COLLEGE$25,010,000 REVENUE BONDS, SERIES 2012 Dated: Date ofPENNSYLVANIA Delivery HIGHER EDUCATIONAL FACILITIES AUTHORITYDue: December 1, as shown below The Series 2012 Bonds will be issued by the Pennsylvania Higher Educational Facilities Authority (the “Authority”) under a Trust Indenture dated as of February 1, 2012 (the “Indenture”),BRYN between MAWR the Authority COLLEGE and The Bank REVENUEof New York Mellon BONDS, Trust Company, SERIES N.A., Philadelphia, 2012 Pennsylvania, as trustee, paying agent and bond registrar (in such capacities, the “Trustee”). The Series 2012 Bonds will be payable from and secured by certain funds held by the Trustee under the Indenture and payments to the Trustee, as assignee of the Authority, under the Loan and Security Agreement (the “Loan Agreement”) described herein between theDated: Authority Date andof Delivery Due: December 1, as shown below The Series 2012 Bonds will be issued by the Pennsylvania Higher Educational Facilities Authority (the “Authority”) under a Trust Indenture dated as of February 1, 2012 (the “Indenture”), between the Authority and The Bank of New York Mellon Trust Company, N.A., Philadelphia, Pennsylvania, as trustee, paying agent and bond registrar (in such capacities, the “Trustee”). The Series 2012 Bonds will be payable from and secured by certain funds held by the Trustee under the IndentureBRYN and MAWR payments toCOLLEGE the Trustee, as assignee of the Authority, under the Loan and Security Agreement (the “Loan Agreement”) described herein between the Authority and (the “College”). The Series 2012LOGO Bonds are payable solely from the funds under the IndentureBRYN and MAWR from payments COLLEGE to be received by the Authority pursuant to the Loan Agreement. The obligation of the College under the Loan Agreement to make loan payments is a general obligation of the College secured by a lien upon, and(the security “College”). interest Thein, the Series Unrestricted 2012 Bonds College are payable Revenues, solely equally from the and funds ratably under with the certain Indenture other and College from paymentsobligations. to be See received “SECURITY by the AuthorityAND SOURCES OF PAYMENTpursuant FOR to theTHE Loan SERIES Agreement. 2012 BONDS” The obligation herein. of the College under the Loan Agreement to make loan payments is a general obligation of the College secured by a lien upon, and security interest in, the Unrestricted College Revenues, equally and ratably with certain other College The obligations.Series 2012 SeeBonds “SECURITY are subject AND to redemption SOURCES prior OF PAYMENT to maturity, FOR as set THE forth SERIES in this 2012Official BONDS” Statement. herein. See “THE SERIES 2012 BONDS – Redemption of the Series 2012The Bonds.”Series 2012 Bonds are subject to redemption prior to maturity, as set forth in this Official Statement. See “THE SERIES 2012 BONDS – The RedemptionSeries 2012 of Bonds the Series will 2012be issued Bonds.” only as fully registered bonds without coupons, and, when issued, will be registered in the name of Cede & Co., as registered OwnerThe Series and nominee2012 Bonds for will The be Depository issued only Trust as fully Company, registered New bonds York, without New coupons, York (“DTC”). and, when DTC issued, will will act be as registered securities in depositorythe name of forCede the Series 2012 Bonds.& Co., Purchases as registered of beneficial Owner and interests nominee in forthe The Series Depository 2012 Bonds Trust willCompany, be made New in York,book-entry New York form, (“DTC”). in denominations DTC will ofact $5,000 as securitie or anys depository integral multiple thereof. Purchasersfor the Series will 2012 not Bonds.receive Purchasescertificates of representing beneficial interests their interest in the Series 2012 Bonds will be made in book-entry form, in deno in the Series 2012 Bonds purchased. So long as Cede & Co.minations of $5,000 is the registered Owner, as nomineeor ofany DTC, integral references multiple herein thereof. to thePurcha Bondholders,sers will not Owners receive or certificates registered representing Owners shall their mean interest Cede in & the Co., Series as aforesaid 2012 Bond ands purchased. shall not mean So long the asBeneficial Owners ofCede the Series& Co. 2012is the Bonds. registered See Owner, “THE asSERIES nominee 2012 of DTC,BONDS referen – Bookces herein Entry toOnly the System”Bondholders, herein. Owners or registered Owners shall mean Cede & Co., as aforesaid and shall not mean the Beneficial Owners of the Series 2012 Bonds. See “THE SERIES 2012 BONDS – Book Entry Only System” THEherein. SERIES 2012 BONDS WILL BE SPECIAL LIMITED OBLIGATIONS OF THE AUTHORITY. NEITHER THE GENERAL CREDIT OF THE AUTHORITY THENOR SERIES THE CREDIT 2012 BONDS OR TAXING WILL BE POWER SPECIAL OF LIMITED THE COMMONWEALTH OBLIGATIONS OF OF THE PENNSYLVANIA AUTHORITY. NEITHER OR OF ANY THE POLITICAL GENERAL CREDIT SUBDIVISION THEREOFOF IS THE PLEDGED AUTHORITY FOR THE NOR PAYMENT THE CREDIT OF THEOR TAXINGSERIES 2012POWER BONDS, OF THE NOR COMMONWEALTH SHALL THE SERIES OF 2012PENNSYLVANIA BONDS BE DEEMEDOR OF ANY GENERAL OBLIGATIONSPOLITICAL OF THE SUBDIVISION AUTHORITY THEREOF OR OBLIGATIONS IS PLEDGED OF FOR THE THE COMMONWEALTH PAYMENT OF THE OF SERIES PENNSYLVANIA 2012 BONDS, OR NOR OF ANYSHALL POLITICAL THE SERIES SUBDIVISION 2012 THEREOF.BONDS THE AUTHORITYBE DEEMED HAS GENERAL NO TAXING OBLIGATIONS POWER. OF THE AUTHORITY OR OBLIGATIONS OF THE COMMONWEALTH OF PENNSYLVANIA OR OF ANY POLITICAL SUBDIVISION THEREOF. THE AUTHORITY HAS NO TAXING POWER. MATURITY SCHEDULE Due December 1 Amount Coupon Yield CUSIP 2012 $ 600,000 2.50% 0.37% 70917R2Z7 2013 620,000 3.00 0.47 70917R3A1 2014 645,000 3.00 0.70 70917R3B9 2015 670,000 3.00 0.93 70917R3C7 2016 695,000 3.00 1.08 70917R3D5 2017 10,000,000 4.00 1.28 70917R3E3 2017 11,780,000 5.00 1.28 70917R3F0 This cover page contains information for reference only. It is not a summary of this issue. Investors must read the entire Official Statement, Thisincluding cover page the contains Appendices, information to obtain forinformation reference essential only. It to is makingnot a summary an informed of this investment issue. Investors decision. must read the entire Official Statement, including the Appendices, to Theobtain Series information 2012 Bonds essential are offered to making when, an as informed and if issued investment by the Authoritydecision. and received by the Underwriter, subject to the approving legal The opinionSeries 2012of Pepper Bonds Hamilton are offered LLP, when,Bond Counsel.as and if Certainissued legalby the matte Authorityrs will beand passed received upon by for the the Underwriter, College by Samuel subject Magdovitz, to the approving Esquire, legalCollege opinion of Pepper HamiltonCounsel; LLP, for the Bond Authority Counsel. by its Certain counsel, legal Buchanan, matters Ingersollwill be passed& Rooney upon PC, for Pittsburgh, the College Pennsylvani by Samuela; andMagdovitz, for the Underwriter, Esquire, College by its Counsel;counsel, for the Authority Siana,by its Bellwoarcounsel, &Buchanan, McAndrew Ingersoll LLP, Chester & Rooney Springs, PC, Pennsylvania. Pittsburgh, Pennsylvania; It is expected andthat forthe theSeries Underwriter, 2012 Bonds by in
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