$350,000,000 THE COMMONWEALTH OF MASSACHUSETTS GENERAL OBLIGATION BONDS, CONSOLIDATED LOAN OF 2012, SERIES B

Reference is made to the Official Notice of Sale dated May 21, 2012, as supplemented by the Supplement thereto dated May 21, 2012 (the "Notice of Sale") of The Commonwealth of Massachusetts (the "Commonwealth") regarding the sale of its $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds"). Capitalized teiTns not otherwise defmed herein are used as defmed in the Notice of Sale.

Tliis certificate hereby confirms the award ofthe Bonds to the purchaser identified on the attached schedule in accordance with the Notice of Sale and the terms ofthe bid submitted via Parity. The purchase price of the Bonds, the true interest cost for the Bonds and the interest rates for the Bonds are set forth on the attached schedule.

Please acknowledge your agreement with the purchase price, the true interest cost, the interest rates and all applicable provisions ofthe Notice of Sale by signing and retuming by facsimile a copy of this certificate to Colin A. MacNaught, Assistant Treasurer (fax 617-227- 1773).

This certificate may be executed in several counterparts, each ofwhich shall be an original and all ofwhich shall constitute but one and the same instrument.

Dated: May 22, 2012

THE COMMONWEALTH OF MASSACHUSETTS

StCTcn Grossman Treasurer and Receiver-General Commonwealth of Massachusetts The foregoing award is hereby apgr^ved.

Dated: May 22, 2012

DevaLL.^P^aiSk' Governor The Commonwealth of Massachusetts

. 2 The undersigned, being duly authorized, hereby confirms on behalf of the purchaser identified on the attached schedule its purchase ofthe Bonds identified in this certificate in accordance with the provisions ofthe Notice of Sale, at the purchase price and at the true interest cost set forth on said schedule.

Dated: May 22, 2012 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATEI

ame: /l^jj^e^^v^A^JTl^^ Title: ^

-3 Schedule A

Purchaser: Merrill Lynch, Pierce, Fenner & Smith Incorporated

Purchase Price: $379,840,399.95

True Interest Cost: 3.506354%

Years of maturity, principal amounts and interest rates ofthe Bonds:

Maturity Date Principal (June 1) Amount Interest Rate 2023 $40,000,000 5.00% 2024 40,000,000 5.00 2025 40,000,000 5.00 2026 40,000,000 4.00 2027 35,000,000 3.00 2028 55,000,000 4.00

$100,000,000 4.00% Term Bonds due June 1, 2042

The Bonds will be subject to redemption on any date prior to their stated maturity dates on and after June 1, 2020 at the option ofthe Commonwealth from any monies legally available therefor, in whole or in part at any time, by lot, at 100%o ofthe principal amount thereof, plus accrued interest to the redemption date.

The Bonds maturing on June 1, 2042 are subject to redemption from sinking fund installments at their principal amounts, without premium, plus accrued interest to the redemption date on June 1 of each ofthe years and in the principal amounts as follows:

Principal Year Amount

2041 $66,000,000 2042* 34,000,000

Final Maturity

13991033.! $350,000,000 THE COMMONWEALTH OF MASSACHUSETTS GENERAL OBLIGATION BONDS CONSOLIDATED LOAN OF 2012, SERIES B

The undersigned, Steven Grossman, Treasurer and Receiver-General of The Commonwealth of Massachusetts (the "Commonwealth"), hereby certifies as follows:

L Attached hereto as Exhibit A is a copy ofthe Official Notice of Sale dated May 21, 2012, as supplemented by the Supplement thereto dated May 21,2012 (the "Notice of Sale") ofthe Commonwealth with respect to its $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds"). Capitalized terms not otherwise defined herein are used as defined in the Notice of Sale.

2. Electronic Bids for the purchase ofthe Bonds were received via PARITY on May 22, 2012, in accordance with the terms ofthe Notice of Sale. Attached hereto as Exhibit B are copies ofthe bids.

3. The bid for the Bonds submitted by Merrill Lynch, Pierce, Fenner & Smith Incorporated was accepted by the Commonwealth on the terms set forth in the Notice of Sale. Attached here to as Exhibit C is a copy ofthe Certificate of Award and Approval dated May 22, 2012.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS

13863731.1 IN WITNESS WHEREOF, the undersigned has executed this certificate this 1'* day of June, 2012.

Steven Grossman Treasurer and Receiver-General The Commonwealth of Massachusetts

13863731,1 Exhibit A APPENDIX D

-fifilCIAL NOTICE OF SALE

$350,000,000* THE COMMONWEALTH OF MASSACHUSETTS GENERAL OBLIGATION BONDS CONSOLIDATED LOAN OF 2012, Series B

May 21,2012

NOTICE IS HEREBY GIVEN that electronic bids will be received by Steven Grossman, Treasurer and Receiver-General of The Commonwealth of Massachusetts (tbe "State Treasurei"). for the piuchase of General Obligation Bonds, Consolidated Loan of 2012, Series B (tiie "Bonds"), of The Commonwealtti of Massachi^etts (die "Commonwealtii") to be sold in an aggregate jHincipai amount of $350,000,000 . Bids for Ilie purchase of the Bonds win be submitted via Parity. No other method of submitting bi^ will be accepted. The bids will be received via Parity up to the time described below under the capticHis 'TiiiK" and "Procedures for Electronic Bidding."

The Bonds will constitute general obligations of the Commonwealth, and the Ml faith and credit of the Commonwealth are pledged to the payment ofthe principal of and interest on the Bonds. The Preliminary Official Statement referred to below contains certain information regarding statutory limits on state tax revenue growth and on expenditures for debt service and shoidd be read in conjunction herewith.

Time. Bids vwll be received by flie Commonwealth via Parity at 10:30 a.m. (Boston time) on May 22, 2012 (subject to the provisions described below under the cation "Procedures for Electronic Bidding") or at such later date and/or other time as shall be established by the State Treasurer and communicated on Thomson Municipal Market Monitor News (www.tm3.com) ("TM3"), as described herein under the caption "Change of Bid Date or Tune." If no legal bid or bids are received for tiK Bonds on May 22, 2012, an alternative date and time may be designated by the State Treasurer and communicated on TM3.

Detaas of the Bonds. The Boiids will be dated and bear interest, calculated on the basis of 30-day months and a 360-day year, from the date of delivery, at the rate per annum per maturity specified by the success&l bidder, payable semiannually on Decemba-1 and June 1 in each year until maturity, beginning Decemberl, 2012. The Bonds shall mature or come due through mandatory sinking fund redenqitions on June 1 of each year, as shown below, in the principal amounts specified by the successfiil bidden

June 1 Principal Amounts' 2023 , $40,000,000 2024 40,000,000 2025 40,000 ,000 2026 40,000.00 0 2027 35,000,00 0 2028 55,000:.00 0 2041 66,000 ,000 2042 34,000.00 0

The Boiids will be issued as serial bonds or as a combination of serial bonds and term bonds in accordance with the bid submitted by the success&l bidder (see "Baling Parameters" below).

The Bonds will be issued by means of a book-entry-only system evidencing ownership therein, in principal amounts of $5,000 or integral multiples thereof; and transfer thereof oa the records of The Depository Trast Conqiany ("DTC) and its participants. The book-entry-only system is rwire fiilly described in the Preliminary Official Statement.

Preliminary, subject to change.

D-1 Redemption.

Optional Redemption.

The Bonds will be subject to redemption on any date prior to their stated maturity dates on and after June 1, 2020' at the option ofthe Commonwealth from any monies legally available tiierefor, in whole or in part at any time, by lot, at 100% ofthe principal amoimt thereof, plus accrued interest to the redemption date.

Adjustments to Principal Amount.

Changes Prior to Bidding. The preliminary aggregate principal amount of the Bonds and the preliminary annual principal amounts as set forth in this Notice of Sale (the "Preliminary Aggregate Principal Amount" and the "Preliminary Annual Principal Amounts," respectively; collectively, the 'Treliminary Amounts") may be revised before the receipt of electronic bids for the purchase of the Bonds. Any such revisions (the "Revised Aggregate Principai Amoimt" and the "Revised Annual Principal Amounts," respectively; collectively, fhe "Revised Amounts") will be ANNOUNCED on TM3 not later tiian 9:30 a.m (Boston time) on ANY ANNOUNCED DATE FOR RECEIPT OF BIDS. In the event tiiat no such revisions are made, tiie Preluninary Amounts will constitute the Revised Amounts. Bidders shall submit bids BASED ON THE REVISED AMOUNTS.

Changes to the Winning Bid. After selecting the winning bid, the Commonwealth will determine the final aggregate principal amount of tiie Bonds and each final annual principal amount (tiie "Final Aggregate Principal Amount" and the "Final Annual Principal Amounts," respectively; collectively, the "Final Amounts"). In determining the Final Amounts, the Commonwealth will not reduce or increase the Revised Aggregate Principal Amount by more than 10% of such amount. THE SUCCESSFUL BIDDER MAY NOT WITHDRAW ITS BID OR CHANGE THE INTEREST RATES BID OR THE INITL\L REOFFERING PRICES (AS HEREIN DEFINED) AS A RESULT OF ANY CHANGES MADE TO THE REVISED AMOUNTS WITHIN THESE LIMITS.

The dollar amount bid by the successfiil bidder will be adjusted to reflect any adjustments in the aggregate principal amount of the Bonds. Such adjusted bid price will reflect changes in tiie dollar amount ofthe underwriters discount and original issue discount/premium, if any, but will not change the selling coinpensation per $1,000 of par amount of the Bonds from the selling compensation that would have been received based on the purchase price in the winning bid and the initial reoffering prices. The interest rate specified by the successfiil bidder for each maturity as the initial reoffering prices will not change. The Final Amounts and the adjusted bid price will be communicated to the successfiil bidder by 10:00 a.m. (Boston time) on the business day following the sale.

Bidding Parameters. Bids must be for all of flie Bonds offered and must offer to pay an aggregate price for all maturities of not less than 100% ofthe aggregate principal amount ofthe Bonds.

Bids may provide for all the Bonds to be issued as serial bonds only, or may designate consecutive annual principal amounts (bearing interest at the same rate) to be combmed into no more than two term bonds. The Bonds will be issued as serial bonds or as serial bonds and term bonds in accordance with the bid submitted by the successfiil bidder. Bonds issued as term bonds shall be subject to mandatory sinking fimd redemption commencing on June 1 of die first year in which maturities have been combined to form such term bond and continuing on June 1 in each year thereafter until the stated maturity date of such term bond.

Bids must state a single fixed interest rate for the Bonds of each maturity. The rate of interest stated for any given maturity shall be in a multiple of one-twentieth or one-eighth of one percent per annum. No maturity may have an interest rate of more than 5.00%. The highest such interest rate specified for a maturity and the lowest interest rate specified for any other maturity may not differ by more than three percentage points.

Bids may not include any conditions not otherwise expressly provided for herein.

Preliminary, subject to change.

D-2 Procedures for Electronic Bidding. A prospective electronic bidder must register electronically to bid for tiie Bonds via Parity pursuant to this Official Notice of Sale. By submitting its bid for the Bonds, a prospective bidder represents and warrants to the Commonwealth fliat such bidder's bid for tiie purchase ofthe Bonds is submitted for and on behalf of such prospective bidder by an officer or agent who is duly authorized to bind the prospective bidder to a legal, valid and enforceable contract for the purchase ofthe Bonds.

Each prospective electronic bidder shall be solely responsible to register to bid via Parity. Each qualified prospective elecfronic bidder shall be solely responsible to make necessary arrangements to access Parity for the purpose of submitting its bid in a timely marmer and in compliance with the requirements of this Official Notice of Sale. Neither the Commonwealth nor Parity shall have any duty or obUgation to undertake such registration to bid for any prospective bidder or to provide or assure such access to any qualified prospective bidder, and neither the Commonwealth nor Parity shall be responsible for a bidder's failure to register to bid or for proper operation of, or have any liability for any delays or interruptions of, or any damages caused by Parity. The Commonwealth is using Parity as a communication mechanism, and not as the Commonwealth's agent, to conduct the electronic bidding for the Bonds. The Commonwealth is not bound by any advice and determination of Parity to the effect that any particular bid complies with the terms of this Official Notice of Sale. All costs and expenses incurred by prospective bidders in cotmection with their registration and submission of bids via Parity are the sole responsibility ofthe bidders, and the Commonwealth is not responsible, directiy or mdirectly, for any such costs or expenses. To tiie extent that any instructions or directions set forth in Parity conflict with this Official Notice of Sale, the terms of this Official Notice of Sale shall confrol. If a prospective bidder encounters any difficulty in registering to bid or submitting, modifying or withdrawing a bid for the Bonds, such bidder should telephone Parity's new issues desk at (212) 849-5021.

Electromc bids must be submitted for the purchase ofthe Bonds (all or none) via Parity by 10:30 a.m. (Boston time) on May 22, 2012. Bids submitted after such time will not be deemed received via Parity for the purposes of this bidding process. Bids will be communicated electronically to the Commonwealth at 10:30 a.m. (Boston time), on May 22, 2012. Prior to that time, an eligible prospective bidder may (i) input the proposed terms of its bid via Parity, (ii) modify the proposed terms of its bid, in which event the proposed terms as last modified will (unless the bid is withdrawn as described herein) constitute its bid for the Bonds, or (iii) withdraw its proposed bid. Once the bids are communicated electronically via Parity to the Commonwealth, each bid will constitute an irrevocable offer to purchase the Bonds on the terms therein provided. For purposes of the electronic bidding process, the time as maintained on Parity shall constitute the official time. For information purposes only, bidders are requested to state in their bids the true interest cost to the Commonwealth, as described under "Basis of Award" set forth below, represented by the rate or rates of interest and the bid price specified in thefr respective bids.

Good Faith Deposit. Upon notification from the Commonwealth, the successfiil bidder shall wire transfer to the State Treasurer an amount equal to 1% ofthe aggregate principal amount ofthe Bonds (the "Good Faith Deposit"), in immediately available fimds, no later than 1:00 p.m. (Boston time) on the bid date. The Commonwealth will provide wiring instiiictions for the Good Faitii Deposit to the successfiil bidder upon verification and award. In the eveat tat the State Treasurer has not received such funds by the time stated, the State Treasurer may revoke his aec^i^^ of ttc bid. No interest on flie Good Faith Deposit will accrae to the successful bidder. TTie Good Faith Dq^t l«iMi applied to the purchase price of the Bonds. If the successful bidder fails to honor its acceptiNl bid, the Qsed Prtfc-t :f4:ii0S;0:. Deposit will be retained by tiie Commonwealtii. , -•• "^Sg^^^M

Basis of Award. The Bonds wiD be awarded to the bidder offering to purchase all ofthe Bond! M ^ llWiilliii|^^^» true interest cost (TIC) to the Commonwealtii. The TIC (expressed as an annual mterest rate) will be deieamkm&M-'K^^f^^' being twice that fector or discount rate, compounded semiaimualty, which, when applied against each semianBUid itebt «|f||| service payment (interest, or principal and interest, as due) for the Bonds, will cause the sum of such discounted senu- aimual payments to be equal to the total purchase price. The TIC shall be calculated from the expected settlement date of tiie Bonds (May 31,2012).

The Commonwealth reserves the right to reject any or all proposals and to waive any irregularity or informality with respect to any proposal. Any award by the State Treasurer to a successfiil bidder is subject to the approval ofthe Govemor.

Official Statement. The Preliminary Official Statement dated May 21, 2012 and the Loformation contained flierein have been deemed final by the Commonwealth as of its date witiiin the meaning of Rule I5c2-12 of the D-3 Securities and Exchange Conomission ("Rule 15c2-12") witii permitted oimssteWtMfiPl^ib.^ to change witiiout notice and to completion or amendment ia the Official StatenKnt ia final foimi(tl8|f'F^Mi4i Official Statement"). The Preliminary Official Statement may be viewed and ckjwnloaded froMr, Aft Commonwealtii's website: www.mass.gov/treasury/debt.

The Commonwealth will make available to the successM bidder, within sevea (7) business days ofthe date of sale but no later than two (2) business days prior to settiement, a reasonable ntunbef o| copies ofthe Final Official Statement fw delivery (at the expense ofthe successful bidder or bidders) to each potmtial investor requesting a copy ofthe Final Official Statement and to each person to whom such bidder and mend)ers of its bidding group mitially sell tiie Bcmds, provided that the successfiil bidder cooperates in providing flieinfianiirtio n required to conqilete the Fimi Official Statement. The successfiil bidder shall comply with flie requiiements of Rule 15c2-I2 and the rules ofthe Municipal Securities Rulemaking Board, including an obligatioa, if any, toupdat e the Final Official Statement.

Reoffering Price CertiiicatioD» At flietim e of settiement of the Bonds, the successfiil biddo- for the Bonds shall fiimish to the ComnKinwealth a certificate acceptable to Nixon Peabody LLP, Bond Counsel, to the effect that (i) all of the Bonds of each maturity fliereof have beea the subject of a bona fideinitia l offering to the publk (exduding bond houses, Iwokers or similar persons or organizatitms acting in the edacity of underwriters OTwholesalers ) (the "General Public") at initial offering prices no higher than, or initial ofi^ing yields no lower than, those shown for each maturity on the inside covar page of the Final Official Statement, (ii) as of the sale date of the Bonds, the successfiil bidder reasonably expected to sell each maturity ofthe Bonds to the General Public at initial offering prices no higher than, or initial offering yields no lower than, those, shown for each mativity on the inside cover page of ti» Final Official Statement, and (iii) based on flie records of and information available to the successfiil bidder, at least 10% of each maturity ofthe BOIKIS was first sold to the General Public is the re^jeetive initial offering price or yield for such maturity described in (ii) above. In the event that the successfiil bidder caimot povide the certification in (iii) above, as to Bi particular oiaturity, such bidder shall instead provide a statement as to why the expectaticm described in (ii) was not

: Ittadd^on to executing and deUvering the certificate as described in tiiepreviou s paragraph, the successfiil b^Ail,|Dl^tel«lwrBd to (a) demonstrate tii^ it has made a bonar-fide offering of all such Bonds to tbe General Public Albl|(^|^ pjlblic pffisring prices or yields, (b) provide an explanation of why any Bcmds sold by the successfiil biddec bMwera ;^ bid date and the date of the delivery were sold for a price higher than, or a yield lower than, the initial putitti,OlSa^i prices or yields, and (c) provide docunMntation identifying Hm initial pvphasers of flie Bonds, as applicable, including information sufficient to enable the Commonwealth and Nixon Peabody LLP to detemiine that such ppchasffim are the General PubUc. If any maturity of flie Bonds was also offered to institutional or other investors at a discount fix»n the price at which such maturity was o&eted to the Gei^al Public, the successfiil bidder will be asked for acUitional certifications as toactua l and expected Bond sales M sueh discounted price.

CoDtinoing Disclosure. To assist bidcters ia conqilying with para^^b (bX5) of Rule 15c2-12, tl^ Commoaweal& wiU under^e in the Bonds to provide annuai reports ai^ ncMices of certaja events. A descriptbn oi tiiis undortakittg is set foith ia Appendix C ofthe Preliminary Official Statement and will also be set forth in the Fin^ Ofipeial Statement

Expenses. Each bid will be deenKd to be aa all-in bid. Thc successfiil bidder will he under no obUgation to pay the eomnMBwealtb's issuaiM^ costs. The Comnmawealtii wiU not pay any expenses ofthe successfcl bidder in coni^ctioa with ti% purchase of the Bonds.

SettlemeB^ The BOIKIS will b© deUvered on May 31, 2012, in New YorK New York, at DTC apinst paying^ ofthe puichase {»ice therefw (less die mranmt ofthe Good Faifli Iteposit). The successfiil bidda must make payment of fliepiachas e price of flieBond s by 10:00 a.m. (Boston time) on May 31, 2012 in unmediately available funds in Boston.

There will also be fimushed the usual closing p^erSj including (a) a certificate signed by the Attomey General ofthe Commonwealth statmg that no litigation of any kind is now pending or, to her knowledge, threatened seeking to restrain or enjoin the issuance or delivery ofthe Bonds or the levy or coUection of a material portion ofthe taxes OT other revenues of the Commonwealtli or in any manner questioning the proceedings OT authority unckr which tiie Bonds are issued, or affecting the validity of the Bonds, or contesting in any way tiie completeness, accuracy or D-4 flilKSfiBiil R^ltoJnary OflBcial Statement OT Fmal Official Statement OT contesting the tifle to his office of any olKiliJi^^te'Bonds OT the Final Official Statement; and (b) a certificate signed by the State Treasurer and the S«^i^liii|ytedldstration and Finance to the effect that, except fiarth e initial oflfering prices OTyield s ofthe Bonds W^liilii !«*««• page of the Final Official Statement and any other injformation conceming the reoffering of the BoodifiSnltef ifterein at the request of the successfiil bidder and the information in the Preliminary Official Statement and l^iSflScia} Statement under the heading "Book-Entty-Only System" and in any Appendix other than Appeadka^ AandB, to the best of thefr respective knowledge and belief, the Preliminary Official Statement, as of flie date of sale of tte Bonds, and the Final Official Statement, both as ofthe date of sale and the date of setdement ofthe Bonds, ciid not contain aity untrae statement of a material fact aad did not omit to state a material fact necessary to make 4» statements made therein, in light of flie circumstances under which they w«re made, not misleading.

Legal Ofrfnittns. The approving opinion of Nixon Peabody LLP, Boston, Massadiusetts, Bond Counsel,, in substantially the form set forth in the PreUininary Official Statement, will be fiimished to tiie successful bidder. The Preliminary Official Statement contains a discussion ofthe effect ofthe Internal Revenue Code of 1986, as amended, on the exclusion from gross income of interest on the bonds and a discussion of Bond Counsel's opinion msofar as it concems such exclusion. An qiinion of Nixon Peabody LLP, Boston, Massachusetts, Bcmd Counsel, will also be fumished to the successfiil bidder to the effect that (i) the information contained in the Preliminary Official Statenwint and flie Final Official Statement under the hidings "The Bonds," "Security for the Bonds" and in Appendix B, insofer as such information constitutes summaries of certain provisions of the Bonds and a^licable Massachusetts law, presents a fefr summary of such provisions and that the statements in the Preliminary Official Statement and the Final Official Statement under the cation 'Tax Exemption" and in the summary tax opinicm contained on the cover ofthe PreUminary Official Statement and the Final Official StatenKut, insofer as such statements purport to summarize certain provisions ofthe Intemal Revenue Code of 1986 or purport to summarize such counsel's opinion regarding the Bonds, are correct in all material respects, and (ii) in the course of such counsel's participation in the preparation ofthe Preliminary Official Statement and the Final Official Statement, no facts came to such counsel's attention that have caused it to conclude that the Preliminary Official Statement, as of its date, or the Final Official Statement, as of the date of sale or the date of settlement of the Bonds (except for the financial and statistical data included therein, the initial offering prices or yields of the Bonds on the inside cover page of the Final Official Statement, any oflier information concerning the reoffering of the Bonds included therein at the request of the successful bidder and the stabilization clause, if any, and the information in the Preliminary Official Statement and the Final Official Statement under the headings "Book-Entry-Only System," "Ratings" and "Coitpetitive Sale of Bonds" and in any other document specifically referenced therein, as to which no opinion need be expressed) contained any untrae statement of a material feet or omitted to state a material fact necessary to make the statements made therein, in light of the cfrcumstances under which they were made, not misleading. An opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C, Boston, Massachusetts, Disclosure Counsel, Avill also be furnished to the successful bidder to the effect that in the course of such counsel's participation in the preparation ofthe Commonwealth Information Statement (as defined in the Preliminary Official Statement), and as it may have been further supplemented as ofthe date of sale of flie Bonds, no fects came to such counsel's attention that have caused it to conclude that the Commonwealtb Information Statement as ofthe date ofthe Preliminary Official Statement, or, as it may have been supplemented as of the date of sale ofthe Bonds, as of said date of sale or as ofthe date of settiement ofthe Bonds (except for the financial and statistical data included therein and the information contained in the Exhibits thereto, as to which no opinion sei^ be expressed), contained any untrae statement of a material fact OT omitted to state a material feet necessaiy to make tiie statements made therein, in Ught ofthe circumstances under which they were made, not misleading.

CUSIP Numbers. CUSIP numbera will be appUed for by the successful bidder with respect to the Borute, and the ComnKinwealth wiU assume no obU^tion for the assignment OT printing of such numbers on the Bonds or fw the correctness of sw^h numbers. Neither feilure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or reflisal by the successfifl bicMer to accept deUvery of and make payment for the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP numbCTS on the Bonds shall be the responsibihty of and shall be paid fOT by the successful bidder.

Right to Modify or Amend Notice of Sale. The Commonwealfli reserves the right to modify or amend this Official Notice of Sale prior to the bid date. If any modifications cxicur, supplemental information with respect to the Bonds will be communicated by posting on TM3 not later than 9:30 a.m. (Boston time) on any announced date for receipt of bids, and bidders shaU bid upon the Bonds based upon the terms thereof set forth in fliis Official Notice of Sale, as so modified by such supplen^ntal information. D-5 Change of Bid Date or Time. The Commonwealth reserves the right to change the date and/or time established for the receipt of bids. Any such change will be announced by pcsting on TM3 no later than 9:30 a.nL (Boston tims)o n the announced bid date. If any date aad/or time fixed for the receipt of bids aad tilesal e ofthe Boads is changed, an alternative sale date and time will be aimounced at least one business day prior to such alternative sale date. On any such altemative sale date and time, any bidder may submit bids elecfronically as described above for the purchase of the Bonds in conformity in all respectsvrifl i the provision of this Official Notice of Sale, except fOT flie date and/or time of sale and except for any changes announced by posting on TM3 at flietim e the sale date and/OT time are announced.

Minority/Women Business Enterprises, It is flie policy of flie CoaiBMnwealfli that appropriate consideration be given to firms who (a) are minority business entaprises aad women's business enterprises and (b) have si^uficant local ownership OT pre^c& TIK State Trea^ir^ reqiieits and strongly in^es, bidders to maJ^ a good- faith effort to meet this goal by including such firms in fliefrmanagemen t groi^ or sjmdicate and/or in the provision of legal services OT other advisory services.

Additional InformatioB. Furflier informatioo concermng the Conanonwealth and the Bonds is contained in the Preliminary Official Statemeitf dated May 21, 2012, to wMch pro^iective bidders are directed, and to which this Official Notice of Sale is attached The Preliounary Official Stetem^tt is provide fcff informatioaai puiposes only and is iM)t a part of this Official Notice of Sale. Copies of the PreUnmaary Official, Stetement and this Official Notice of Sale may be viewed aad downloaded at the Commonwealth's website: www.mass.gov/treasuiy/debt Additional infiiHmatioa may be obtained from Colin A MacNaught, Assistant Treasurer for Debt Management, Office ofthe Treasurer and Receiver General (617-367-3900, ext 226).

The Commonwealth of Massachusetts /s/ Steven Grossman Treasurer and Receiver-General

D-6 Exhibit B Commonwealth of Masschusetts Consolidated Loan of 2012, Series B $350,000,000 Summary of Bid Results May 22, 2012

BofA Merrill 3.506354% JPMorgan 3.511800% Wells Fargo 3.529892% RBC 3.538575% Citigroup 3.539095% Barclays 3.574764% Raymond James 3.575624% Morgan Stanley 3.591723% Jefferies 3.739317%

Bold Indicates Winner

GO TIG 2012B (draft as of 5-22-12).x!s 5/22/201210:41 AM Public Resources Advisory Group PARITY Result Screen https://www.iiewissuehome.i-deal.coin/Parity/asp/main.asp?frame=c...

10:31:00 a.m. EDST :lppJi)Mf;i;|jgr|iafey

Bid Results Massachusetts $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B

The following bids were submitted using PARITY-^ and displayed ranked by lowest TIC. Click on the name of each bidder to see the respective bids.

Bid Award* Bidder Name TIC 13 Bank of America Merrill Lvnch 3.506354 u J.P. Moraan Securities LLC 3.511800^ s Wells Farqo Bank, National Association 3.529892; ' fa RBC Capital Markets 3.538575 s CitiarouD Global Markets Inc. 3.539095 B Barclays Capital Inc. 3,574754 Q Raymond James & Associates. Inc. 3.575624 i B Morqan Stanley & Co Inc. 3.591723 i 0 Jefferies & Comoanv, Inc. 3.739317:

*Awarding the Bonds to a specific bidder will provide you with the Reoffering Prices and Yields.

) 1981-2002 i-Deal LLC, All rights reserved, IradSDlsifts

lofl 5/22/2012 10:31 AM PARITY Bid Form Page 1 of2

Bank of America Merrill Lynch - New York , NY's Bid .-P'jSJRff FW' Massachusetts $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B

For the aggregate principal amount of $350,000,000.00, we will pay you $379,840,399.95, plus accrued Interest from the date of issue to the date of delivery. The Bonds are to bear Interest at the fo owing rate(s): Maturity Pate Amount $ Coupon % Yield % Dollar Price] 06/01/2023 40,OOOM 5.0000 2.1700 120.681 06/01/2024 40,000M 5.0000 2.3000 119.626 06/01/2025 40,00OM 5.0000 2.4200 118.662 06/01/2026 40,000M 4.0000 2.9000 107.803 06/01/2027 35,000M 3.0000 3.1000 98.807 06/01/2028 55,000M 4.0000 3.1000 106.333 06/01/2041 06/01/2042 lOO.OOOM 4.0000 3.8500 101.024 1 Totat Interest Cost: $262,710,000.00 Premium: $29,840,399.95 Net Interest Cost: $232,869,600.05 TIC: 3.506354 Time Last Bid Received On:05/22/2012 10:29:24 EDST

.This propossirisimade sui3ject to all ofthe terms'and conditions'of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof. .••. ,

Bidder: Bankof America Merrill Lynch, New York , NY Contact: Brendan Troy Title: Managing Director Telephone:212'449-5081 . Fax: 212-449-3733

Issuer Name: The Commonwealth of Massachusetts Company Name:

Accepted By: Accepted By:

Date: Date:

https://www.riewissuehonie.i-deaLconji/Parity/asp/niain.asp?fraine=content&page=parityBi.., 5/22/2012 PARITY Reoffering Page lofl

Bank of America Merrill Lynch's Reoffering Scale mmiTW Massachusetts $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B

pattinty-liatfe Ahipuhtil Yfelft:%lDiisir;pri|| ;pail;Dat§l j 06/01/2023 40,000M| 5.0000 2.1700J 120.681 : 06/01/2020 06/01/2024 40,OOOM 5.0000 2.3000} 119.626 : 06/01/2020; 06/01/2025 40,000MJ 5.0000 2.42001 118.662 06/01/2020 06/01/2026 40,OOOMJ 4.0000 2.9000} 107.803 06/01/2020^ ;:06/0i;/2Q27: 55il|)|ll|:^3:fl|Q0:;;; ;a|!Soo;j::98.:8|7:;: 1 06/01/2028 55,000M 4.0000 3.10001 106.333 06/01/2020; 1 06/01/2041 1 06/01/2042 100,OOOMJ 4.0000 3.8500 j 101.024 : 06/01/2020

Accrued Interest: $0.00

Gross Production: $380,798,400.00

liWSSEOOZi-DaalitraiSiti-iijhB

https://wwvv.newissuehome.i-deal.corn/Parity/asp/rriain.asp?frarne=content&page=parityReoffer&custom,.. 5/22/2012 PARITY Bid Form https://www.newissueliome.i-deal.com/Pari ty/asp/tnaiii.asp?frame=c..

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J.P. Morgan Securities LLC - New York , NY's Bid iPMMSTW Massachusetts $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B

For the aggregate principal amount of $350,000,000.00, we will pay you $379,582,450.10, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount $ Coupon % Yield % Dollar Price 06/01/2023 40,000M 5.0000 2.1700 120.681 06/01/2024 40, DOOM 5.0000 2.2800 119.788 06/01/2025 40,000M 5.0000 2.4000 118,822 06/01/2026 40,00OM 4.0000 2.8500 108.174 06/01/2027 35,000M 3.0000 3.1000 98.807 06/01/2028 55,000M 4.0000 3.0500 106.698 06/01/2041 06/01/2042 100,00OM 4.0000 3.8500 101.024 Total Interest Cost: $262,710,000,00 Premium: $29,582,450.10 Net Interest Cost: $233,127,549.90 TIC: 3.511800 Time Last Bid Received On:05/22/2012 10:29:18 EDST

This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof.

Bidder: J.P. Morgan Securities LLC, New York , NY Contact: Kenneth Avila Title: Analyst Telephone:212-834-7155 Fax: 212-193-4573

Issuer Name: The Commonwealth of Massachusetts Company Name:

Accepted By; Accepted By;

Date; Date;

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Wells Fargo Bank, National Association - Charlotte , NC's Bid ,:^^liF!ffr¥- Massachusetts $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B

For the aggregate principal amount of $360,000,000.00, we will pay you $370,444,250.00, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount $ Coupon % Yield % Dollar Price 06/01/2023 40,000M 5.0000 2.1700 120.681 06/01/2024 40,000M 5.0000 2.2500 120.030 06/01/2025 40,000M 3.0000 3.0940 99.000 06/01/2026 40,OOOM 4.0000 2.9000 107.803 06/01/2027 35,000M 3.0000 3.1690 98.000 06/01/2028 55, DOOM 4.0000 3.1000 106.333 06/01/2041 06/01/2042 lOO.OOOM 4.0000 3.8000 101.368 Total Interest Cost: $252,310,000.00 Premium: $20,444,250.00 Net Interest Cost: $231,865,750.00 TIC; 3.529892 Time Last Bid Received On:05/22/2012 10:29:36 EDST

This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof.

Bidder: Wells Fargo Bank, National Association, Charlotte NC Contact: Walker McQuage Title; Managing Director Telephone; 704-374-4442 Fax; 704-383-0065

Issuer Name; The Commonwealth of Massachusetts Company Name;

Accepted By; Accepted By:

Date; Date;

) 1981-2002 i-Deal LLC, All rights reserved, Trademarks

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RBC Capital Markets - New York , NY's Bid

Massachusetts $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B

For the aggregate principal amount of $350,000,000.00, we will pay you $382,364,450.15, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear Interest at the following rate(s): Maturity Date Amount $ Coupon % Yield % Dollar Price 06/01/2023 40, DOOM 5.0000 2.1700 120.681 06/01/2024 40,000M 5.0000 2.3000 119.626 06/01/2025 40,000M 5.0000 2.4200 118.662 06/01/2026 40,000M 4.0000 2.8600 108.100 06/01/2027 35,000M 4.0000 2.9400 107.507 06/01/2028 55,000M 4.0000 3.0200 106.918 06/01/2041 06/01/2042 100,000M 4.0000 4.0000 100.000 Total Interest Cost: $267,960,000.00 Premium: $32,364,450.15 Net Interest Cost; $235,595,549.85 TIC: 3.538575 Time Last Bid Received On:05/22/2012 10:29:33 EDST

This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof.

Bidder; RBC Capital Markets, New York , NY Contact; Jaime Durando Title; Managing Director Telephone;212-618-5630 Fax; 212-618-2570

Issuer Name; The Commonwealth of Massachusetts Company Name;

Accepted By; Accepted By;

Date; Date;

11981-2002 i-Deal LLC, All rights reserved, Trademarks

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Citigroup Global Markets Inc. - New York , NY's Bid ;P3MSrW Massachusetts $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B

For the aggregate principal amount of $350,000,000.00, we will pay you $382,679,450.00, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s); Maturity Date Amount $ Coupon % Yield % Dollar Price 06/01/2023 40,000M 5.0000 2.1500 120.844 06/01/2024 40,OO0M 5.0000 2.2800 119,788 06/01/2025 40,O00M 5.0000 2.4000 118.822 06/01/2026 40,O00M 5.0000 2.4900 118.104 06/01/2027 36,000M 3.0000 3.0840 99.000 06/01/2028 55,000M 4.000Q 3.0000 107.065 06/01/2041 06/01/2042 lOO.OOOM 4.0000 4.0000 100.000 Total Interest Cost; $268,310,000.00 Premium; $32,679,450.00 Net Interest Cost; $235,630,550.00 TIC: 3.539095 Time Last Bid Received On;05/22/2012 10:29:04 EDST

This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, al! of which are made a part hereof.

Bidder; Citigroup Global Markets Inc. New York, NY Contact: Charles Reed Title; Director Telephone;212-723-7093 Fax: 212-723-8951

Issuer Name: The Commonwealth of Massachusetts Company Name;

Accepted By; Accepted By;

Date; Date;

© 1981-2002 i-Deal LLC, All rights reserved. Trademarks

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Barclays Capital Inc. - New York , NY's Bid Massachusetts $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B

For the aggregate principal amount of $350,000,000.00, we will pay you $377,627,000.00, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount $ Coupon % Yield % Dollar Price 06/01/2023 40,OOOM 5.0000 2.1700 120.681 06/01/2024 40,000M 5.0000 2.3000 119.626 ; 06/01/2025 40,O0OM 5.0000 2.4200 118.662 ; 06/01/2026 40,OOOM 4.0000 2.9000 107.803 : 06/01/2027 35, DOOM 3.2500 3.3500 98.828 06/01/2028 55,000M 4.0000 3.3500 104.528 06/01/2041 06/01/2042 lOO.OOOM 4.0000 4.0000 100.000 Total Interest Cost; $264,022,500.00 Premium; $27,627,000.00 Net Interest Cost; $236,395,500.00 TIC: 3.574764 Time Last Bid Received On:05/22/2012 10:29:32 EDST

This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof.

Bidder: Barclays Capital Inc., New York , NY Contact: Peter Coleman Title; Managing Director Telephone; 212-528-1061 Fax; 646-758-2068

Issuer Name; The Commonwealth of Massachusetts Company Name:

Accepted By; Accepted By;

Date; Date;

11981-2002 i-Deal LLC, Ail rights reserved, Trademarks

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Raymond James & Associates, Inc. - New York , NY's Bid

Massachusetts $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B

For the aggregate principal amount of $350,000,000.00, we will pay you $391,807,650.00, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate{s); Maturity Date Amount $ Coupon % Yield % Dollar Price 06/01/2023 40, DOOM 5.0000 2.1700 120.681 ; 06/01/2024 40, DOOM 4.0000 2,4500 111.198 ; 06/01/2025 40, DOOM 5.0000 2.4200 118.662 I 06/01/2026 40. DOOM 5.0000 2.5100 117.945 ; 06/01/2027 35, DOOM 5.0000 2.5900 117.313 : 06/01/2028 55,000M 5.0000 2.6700 116.684 i 06/01/2041 06/01/2042 100,O0OM 4.0000 4.0000 100.000 Total Interest Cost; $282,810,000.00 Premium; $41,807,650.00 Net Interest Cost; $241,002,350.00 TIC; 3.575624 Time Last Bid Received On;05/22/2012 10:26:55 EDST

This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sate, and the Preliminary Official Statement, all of which are made a part hereof.

Bidder; Raymond James & Associates, Inc., New York , NY Contact: robbie specter Title; vp Telephone;212-273-4019 Fax;

issuer Name: The Commonwealth of Massachusetts Company Name:

Accepted By; Accepted By;

Date; Date:

) 1981-2002 i-Deal LLC, All rights reserved. Trademarks

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Morgan Stanley & Co Inc. - New York , NY's Bid

Massachusetts $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B

For the aggregate principal amount of $350,000,000.00, we will pay you $386,506,050.15, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate(s): Maturity Date Amount $ Coupon % Yield % Dollar Price 06/01/2023 40,000M 5.0000 2.2200 120.274 06/01/2024 40,000M 5.0000 2,3500 119.223 06/01/2025 40,O00M 5.0000 2.4700 118.263 06/01/2026 40,000M 4.0000 2.9600 107.360 06/01/2027 35,O0OM 4.0000 3.0400 106.772 06/01/2028 55, DOOM 5.0000 2.7200 116.292 06/01/2041 06/01/2042 lOO.OOOM 4.0000 4.0000 100.000 Total Interest Cost: $276,760,000.00 Premium: $36,506,05015 Net Interest Cost: $240,253,949.85 TIC: 3.591723 Time Last Bid Received On;05/22/2012 10:29:54 EDST

This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale, and the Preliminary Official Statement, all of which are made a part hereof.

Bidder; Morgan Stanley & Co Inc., New York NY Contact: J.R. McDermott Title: Telephone;212-761-1545 Fax; 212-762-5527

Issuer Name: The Commonwealth of Massachusetts Company Name:

Accepted By; Accepted By;

Date: Date;

) 1981-2002 i-Deal LLC. All rights reserved. Trademarks

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Jefferies & Company, Inc. - New York, NY's Bid

Massachusetts $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B

For the aggregate principal amount of $350,000,000.00, we will pay you $401,303,049.85, plus accrued interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following rate{s): Maturity Date Amount $ Coupon % Yield % Dollar Price 1 06/01/2023 40,000M 5.0000 2.1700 120.681 06/01/2024 40,000M 5.0000 2.3000 119.626 06/01/2025 4a000M 5.000O 2.4200 118.662 06/01/2026 40.000M 4.0000 2.9000 107.803 06/01/2027 35,000M 5.0000 2.6000 117.234 06/01/2028 55.000M 5.0000 2.6900 116.527 06/01/2041 06/01/2042 lOO.OOOM 5.0000 3.3000 111.867 Total Interest Cost: $311,350,000.00 Premium: $51,303,049.85 Net Interest Cost: $260,046,950.15 TIC: 3.739317 Time Last Bid Received On:05/22/2012 10:29:51 EDST

This proposal is made subject to all of the terms and conditions of the Official Bid Form, the Official Notice of Sale. and the Preliminary Official Statement, all of which are made a part hereof.

Bidder; Jefferies & Company, Inc., New York , NY Contact Kurt Ahrens Title: Telephone:212-336-7154 Fax;

Issuer Name; The Commonwealth of Massachusetts Company Name;

Accepted By; Accepted By;

Date; Date:

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ofl 5/22/2012 10:30 AM Exhibit C $350,000,000 THE COMMONWEALTH OF MASSACHUSETTS GENERAL OBLIGATION BONDS, CONSOLIDATED LOAN OF 2012, SERIES B

Reference is made to the Official Notice of Sale dated May 21, 2012, as supplemented by the Supplement thereto dated May 21, 2012 (the "Notice of Sale") of The Commonwealth of Massachusetts (the "Commonwealth") regarding the sale of its $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds"). Capitalized terms not otherwise defined herein are used as defined in the Notice of Sale.

This certificate hereby confirms the award ofthe Bonds to the purchaser identified on the attached schedule in accordance with the Notice of Sale and the terms ofthe bid submitted via Parity. The purchase price ofthe Bonds, the true interest cost for the Bonds and the interest rates for the Bonds are set forth on the attached schedule.

Please acknowledge your agreement with the purchase price, the true interest cost, the interest rates and all applicable provisions ofthe Notice of Sale by signing and retuming by facsimile a copy of this certificate to Colin A. MacNaught, Assistant Treasurer (fax 617-227- 1773).

This certificate may be executed in several counterparts, each ofwhich shall be an original and all ofwhich shall constitute but one and the same instrument.

Dated: May 22, 2012

THE COMMOliWEALTH OF MASSACHUSETTS

Steven Grossman Treasurer and Receiver-General Commonwealth of Massachusetts The foregoing award is hereby appifiyed

Dated: May 22, 2012

DevalLPaS^k Govemor The Commonwealth of Massachusetts

2- Schedule A

Purchaser: Merrill Lynch, Pierce, Fenner & Smith Incorporated

Purchase Price: $379,840,399.95

True Interest Cost: 3.506354%

Years of maturity, principal amounts and interest rates ofthe Bonds:

Maturity Date Principal (June 1) Amount Interest Rate 2023 $40,000,000 5.00% 2024 40,000,000 5.00 2025 40,000,000 5.00 2026 40,000,000 4.00 2027 35,000,000 3.00 2028 55,000,000 4.00

$100,000,000 4.00% Term Bonds due June 1, 2042

The Bonds will be subject to redemption on any date prior to their stated maturity dates on and after June 1, 2020 at the option ofthe Commonwealth from any monies legally available therefor, in whole or in part at any time, by lot, at 100% ofthe principal amount thereof, plus accmed interest to the redemption date.

The Bonds maturing on June 1, 2042 are subject to redemption from sinking fund installments at their principal amounts, without premium, plus accmed interest to the redemption date on June 1 of each ofthe years and in the principal amounts as follows:

Principal Year Amount

2041 $66,000,000 2042* 34,000,000

* Final Maturity

13991033,1 THE COMMONWEALTH OF MASSACHUSETTS

CERTIFICATE OF THE GOVERNOR. TREASURER AND RECEIVER-GENERAL, AND SECRETARY

Re: $350,000,000 The Commonwealth of Massachusetts General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

We, the undersigned, the Govemor and Treasurer and Receiver-General of The Commonwealth of Massachusetts (the "Commonwealth"), respectively, hereby certify as follows:

1. Our signatures affixed below are set forth hereon to identify the facsimile signature which the Govemor has caused to be affixed and the signature which the Treasurer and Receiver-General has affixed to each Bond. Each Bond bears a facsimile ofthe seal ofthe Commonwealth, which seal also is affixed hereto.

2. The Bonds have been awarded to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as successful bidder, on the terms set forth in the Official Notice of Sale dated May 21, 2012, as supplemented by the Supplement thereto dated May 21, 2012, relating to the Bonds.

3. The forms, dates, maturities, interest rates, redemption prices and other details of the Bonds are hereby approved.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK: SIGNATURE PAGE FOLLOWS IN WITNESS WHEREOF, the undersigned has executed this certificate this 1'' day of June, 2012.

Deval L. Patrick Steven Grossman Govemor ofthe Commonwealth Treasurer and Receiver-General ofthe Commonwealth

Signature Page to Certificate ofthe Governor, Treasurer and Receiver-General and Secretary I, the undersigned, the Secretary ofthe Commonwealth, hereby certify that the signatures ofthe Governor and Treasurer and Receiver-General ofthe Commonwealth as appearing above are the genuine signatures ofthe persons who held said offices when the Bonds were signed and when the Bonds were delivered and that the seal affixed hereto is the genuine seal of the Commonwealth.

Date: June 1,2012 William F. Gi ivin Secretary of Commonwealth!

Signature Page to Certificate ofthe Treasurer and Receiver-General and Secretary TAX CERTIFICATE AS TO ARBITRAGE AND THE PROVISIONS OF SECTIONS 103 AND 141-150 OF THE INTERNAL REVENUE CODE OF 1986

In connection with the issuance by The Commonwealth of Massachusetts (the "Commonwealth") of its $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds"), and issued pursuant to Section 49 of Chapter 29 of the Massachusetts General Laws, and pursuant to Treasury Regulations Section 1.148-2(b)(2), the Commonwealth makes the following Tax Certificate as to Arbitrage and the Provisions of Sections 103 and 141-150 ofthe Intemal Revenue Code of 1986 (the "Tax Certificate"). For purposes of this Tax Certificate, all appendices attached hereto have been provided by Bond Counsel to assist the Commonwealth in complying with the covenants contained in Section II of this Tax Certificate.

SECTION I. DEFINITIONS. Capitalized terms used herein, and not otherwise defmed herein, have the meanings set forth in Appendix I attached hereto.

SECTION II. REPRESENTATIONS AND COVENANTS.

A. Purposes. The Bonds are being issued on the date hereof (the "Delivery Date") to finance all or a portion of: (1) the expenditures with respect to certain capital project included among those shown on Exhibit C, and (2) the costs of issuing the Bonds (collectively, the "Project").

B. Tax Covenant. In order to maintain the exclusion from gross income for purposes of federal income taxation of interest on the Bonds, the Commonwealth covenants that it shall comply with the provisions ofthe Code applicable to the Bonds.

C. Single Issue. All ofthe Bonds will be: (1) sold at substantially the same time {i.e., either 15 days before or after May 22, 2012, the sale date ofthe Bonds); (2) sold pursuant to the same plan of fmancing; and (3) reasonably expected to be paid from substantially the same source of ftinds. Except as provided below, other than the Bonds, no other govemmental obligations will be: (1) sold at substantially the same time as the Bonds (i.e., either 15 days before or after May 22, 2012, the sale date ofthe Bonds); (2) sold pursuant to the same plan of financing with the Bonds; and (3) reasonably expected to be paid from substantially the same source of fimds as will be used to pay the Bonds.

D. No Replacement; Average Maturity. No portion ofthe amounts received from the sale of the Bonds will be used as a substitute for other funds which were otherwise to be used as a source of financing the Project and which have been or will be used to acquire, directly or indirectly. Investment Property producing a yield in excess of the Bond Yield. The Commonwealth does not reasonably expect as of the Delivery Date that the term of the Bonds will be longer than is reasonably necessary for the govemmental purposes of the Bonds set forth in Section ILA. above. The weighted average maturity of the Bonds (17.7113 years) does not exceed 120 percent ofthe remaining average reasonably expected economic life ofthe Project.

E. Bonds Not Hedge Bonds. The Commonwealth reasonably expects that more than 85% of the Spendable Proceeds of the Bonds will be expended for the govemmental purposes of such issue on or before the date three years after the date hereof In determining such expectations, the Commonwealth has not taken into account any expectations as to changes in interest rates or in provisions ofthe Code (or in the regulations and mlings thereunder). Not more than 50% of the proceeds of the Bonds will be invested in Nonpurpose Investments having a substantially guaranteed yield for 4 years or more.

13991140.2 F. Post-Issuance Compliance Procedures. The Commonwealth understands that compliance with the covenants and representations contained in this Tax Certificate after the Delivery Date and while the Bonds are outstanding is necessary to maintain the exclusion of interest on the Bonds from gross income for purposes of Federal income taxation. The Commonwealth has promulgated Policies & Procedures for Post-Issuance Tax-Exempt Bond Compliance, dated May 26, 2009. The Bonds shall be govemed by such procedures, as amended from time to time, to the extent applicable and otherwise shall be govemed by the procedures set forth in this Tax Certificate. In the event that a deliberate action occurs which would cause the Bonds to be treated as "private activity bonds" under Section 141 ofthe Code or otherwise fail to qualify as bonds described in Section 103 ofthe Code, the treasurer ofthe Commonwealth (the "State Treasurer") will consuft with Bond Coimsel and take steps to ensure that all nonqualified bonds are remediated in accordance with the requirements of Code and Treasury Regulations.

G. Statement as to Facts, Estimates and Circumstances. The facts and estimates set forth in this Tax Certificate on which the Commonwealth's expectations as to the amount and use ofthe Gross Proceeds of the Bonds are based are made to the best of the knowledge and belief of the undersigned officers ofthe Commonwealth, and the Commonwealth's expectations are reasonable.

H. Responsible Person. The undersigned are officers ofthe Commonwealth responsible for the issuance of the Bonds, and have made due inquiry with respect to the matters set forth herein.

SECTION III. REASONABLE EXPECTATIONS OF THE COMMONWEALTH AS TO FACTS, ESTIMATES AND CIRCUMSTANCES. The Commonwealth makes the following representations and statements of fact and expectation on the basis of which it is not expected that the proceeds of the Bonds will be used in a manner that will cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 ofthe Code:

A. Application of Sale Proceeds.

1. Sale Proceeds; No Overissuance. The net amount received by the Commonwealth from the sale of the Bonds (the "Sale Proceeds") will be $380,798,400.00, which is equal to the principal amount ofthe Bonds ($350,000,000.00), plus net premium of $30,798,400.00. The Sale Proceeds and the investment eamings thereon do not exceed the amount necessary for the purpose set forth in Section ILA.

2. Project Fund. An amount of Sale Proceeds equal to $379,840,399.95 will be deposited in a segregated account (the "Project Fund"), and used to provide for costs ofthe Project.

3. Costs of Issuance. An amount of Sale Proceeds equal to $958,000.05 will be used to pay imderwriters' discount for the Bonds. The remaining costs of issuance will be paid with funds ofthe Commonwealth other than Proceeds ofthe Bonds.

B. Investment Proceeds.

1. General Fund-Debt Service Portion. Investment eamings on amounts in the Debt Service Portion of the General Fund (as defined below) will be retained therein and used for the purposes ofthe ftmd.

2. Project Fund. Investment eamings on amounts in the Project Fund will be used to pay costs ofthe Project (other than costs of issuance).

-2- 13991140.2 C. Funds and Accounts of the Commonwealth.

1. General Fund. A portion of the Commonwealth's General Fund (the "Debt Service Portion") will be used primarily to achieve a proper matching of revenues with principal and interest payments on the Bonds within each Bond Year and will be depleted at least annually, except for a reasonable carryover amount not to exceed the greater of (i) the eamings on amounts in such fiinds for the immediately preceding Bond Year; or (ii) one-twelfth of the principal and interest payments on the Bonds for the immediately preceding Bond Year. Amounts deposited in the Debt Service Portion (other than any reasonable carryover amount permitted under the preceding sentence) will be used to pay debt service on the Bonds within a 13-month period beginning on the date of deposit therein.

2. The Project. The Commonwealth reasonably expects that:

a. Expenditure Test. At least 85 percent of the Net Sale Proceeds from the Bonds will be allocated to expenditures for the Project by June 1, 2015.

b. Time Test. Within six months of the Delivery Date, the Commonwealth will expend or enter into substantially binding obligations with third parties obligating the Commonwealth to expend at least five percent of the Net Sale Proceeds from the Bonds for the Project.

c. Due Diligence Test. The Commonwealth will proceed with due diligence to the completion of the Project and the allocation of the Net Sale Proceeds from the Bonds to expenditures.

3. No Other Funds. Other than the Funds specifically described in this Tax Certificate, no Fund or Account which secures or otherwise relates to the Bonds has been established, nor are any Funds or Accounts expected to be established, pursuant to any instmment. Furthermore, there are no other fiinds or accounts from which the amounts deposited therein will be reasonably expected to be used to pay debt service on the Bonds or as to which there is a reasonable assurance that amounts on deposit therein will be available to pay debt service on the Bonds in the event that the Commonwealth encounters financial difficulties, including any amount held under an agreement to maintain the amount at a particular level for the direct or indirect benefit ofthe bondholders or a guarantor ofthe Bonds

D. Reimbursement. All or a portion ofthe Proceeds ofthe Bonds deposited into the Project Fund, and not used to pay the costs of issuing the Bonds, will be used to reimburse the Commonwealth for Project expenditures that were paid prior to the Delivery Date. Except for "preliminary expenditures" (within the meaning of Treasury Regulation Section 1.150-2(f)(2)) or an amount not in excess of $100,000, all of the expenditures to be reimbursed were paid no earlier than 60 days before the date the Commonwealth passed its declaration of intent to reimburse an original expenditure with proceeds of an obligation. For this purpose, the declaration of intent includes (1) the legislative authorization for the issuance of obligations for the Project, and (2) expressions of official intent by the Comptroller of the Commonwealth. Except for preliminary expenditures or an amount not in excess of $100,000, the reimbursement allocation is being made not later than 18 months after the later of (1) the date the original expenditures were paid; or (2) the date the Project is placed in service or abandoned, but in no event more than three years after the original expenditures were paid. All ofthe amounts to be reimbursed are capital expenditures (as defined in Treasury Regulation Section 1.150-1) or expenditures otherwise described in Section 1.150-2(d)(3) ofthe Treasury Regulations. Other than amounts deposited into a bona fide debt service fund (as defined in Treasury Regulation Section 1.148-1), funds corresponding to the reimbursed

-3- 13991140.2 amounts will not be used, within 1 year after the allocation, in a manner that results in the creation of Replacement Proceeds ofthe Bonds or another issue of bonds. To the extent a reimbursement allocation is made within 30 days after the Delivery Date, the related proceeds shall be treated as made on the Delivery Date. See Exhibit E for an example of a certificate of the Comptroller with expenditures to be reimbursed.

E. Yield.

1. Bond Yield.

a. GeneraL The yield on the Bonds is the discount rate that, when used in computing the present value on the Delivery Date of all the expected payments of principal and interest and fees for qualified guarantees that are paid and to be paid on the Bonds, produces an amount equal to the present value, using the same discount rate, of the aggregate issue price of the Bonds on the Delivery Date.

b. Issue Price. Based on the representations of Merrill Lynch, Pierce, Fenner & Smith Incorporated, as underwriter (the "Underwriter"), as of the Delivery Date of the aggregate issue price ofthe Bonds is $380,798,400.00 (the face amount ofthe Bonds ($350,000,000.00), plus net original issue premium ($30,798,400.00)). See Exhibit A.

c. Qualified Hedges. The Commonwealth has not and does not expect to enter into any "hedge" (within the meaning of Treasury Regulation Section 1.148-4(h)(2)(i)) with respect to the Bonds. The Commonwealth will not enter into any hedges with respect to the Bonds without an opinion of Bond Counsel that such hedge will not adversely affect the exclusion from gross income of interest on the Bonds for federal income tax purposes.

d. Callable Premium Bonds. The Bonds listed below (the "Callable Premium Bonds") are subject to optional early redemption and were sold at an issue price that exceeds the stated redemption price at maturity by more than !4 of 1 percent multiplied by the product ofthe stated redemption price at maturity and the number of complete years to the first optional redemption date for the Callable Premium Bonds. In accordance with Treasury Regulation Section 1.148-4(b)(3), the yield on the Bonds has been calculated by treating the Callable Premium Bonds as redeemed on the call date that produces the lowest yield on the Bonds. Accordingly, the yield on the Bonds was calculated by treating each of the Callable Premium Bonds as redeemed on June 1, 2020 at par.

Maturitv Amount Rate Yield Price 06/01/2023 $40,000,000 5.000% 2,170% 120.681 06/01/2024 $40,000,000 5.000% 2.300% 119.626 06/01/2025 $40,000,000 5.000% 2.420% 118.662 06/01/2026 $40,000,000 4.000% 2.900% 107.803 06/01/2028 $55,000,000 4.000% 3.100% 106.333

e. Yield. Based upon calculations provided by Public Resources Advisory Group, as financial advisor, and attached as Exhibit D, the yield on the issue is not less than 3.2985625 percent. See Exhibit D.

2. Expectations Regarding Yield Limitations. The Commonwealth has been advised by Bond Counsel that the following yield restrictions and rebate requirements shall apply to the Bonds.

-4- 13991140.2 Fund or Account Period of Unrestricted Materially Higher Yield Excepted Investment Spread From Rebate (Y)/(N) Project Fund 3 Years Bond Yield plus 1/8 of N** 1 percentage point* Debt Service 13 months Bond Yield plus 1/1000 of Y** Portion of General 1 percentage point Fund Replacement 30 days Bond Yield plus 1/1000 of N Proceeds Other 1 percentage point Than Debt Service Portion Investment Greater of 3 years from issue date Bond Yield plus 1/8 of 1 N Proceeds: Project or 1 year from receipt percentage point* Fund Investment 1 year Bond Yield plus 1/1000 of N Proceeds: Debt from receipt 1 percentage point* Service Portion * In the event that any Gross Proceeds are subject to a materially higher yield spread of the Bond Yield plus 1/8 of 1 percentage point and any other Gross Proceeds are subject to materially higher yield spread of the Bond Yield plus 1/1000 of 1 percentage point, then all of the Gross Proceeds are subject to a materially higher yield spread ofthe Bond Yield plus 1/1000 of one percent. ** See Appendix II and V.

SECTION IV. REBATE REQUIREMENT, CALCULATION AND PAYMENT. The Commonwealth shall comply with the Rebate Requirement of Section 148(f) of the Code. The Rebate Requirement is summarized in Appendix II. The regulations provide various spending exceptions to the Rebate Requirement which provide generally that if certain spenddown and other requirements are satisfied eamings on certain proceeds are excepted from the Rebate Requirement. The spending exceptions to the Rebate Requirement are described in Appendix V.

A. Two-Year Construction Expectation - Elections.

1. For the purposes of determining compliance with the two-year constmction exception, an election can be made, with respect to the provisions that are based on the Commonwealth's reasonable expectations, to apply all of those provisions based on actual facts. THE COMMONWEALTH HEREBY DOES NOT MAKE THIS ELECTION.

2. Where the expenditure requirements are not met, the Commonwealth may elect to be subject to a penalty in lieu of being subject to the rebate rales. The penalty is the product of one and one-half percent and underexpended proceeds as of the end of each spending period. For each spending period, underexpended proceeds is the difference between the Available Constmction Proceeds spent and the Available Constmction Proceeds required to be spent according to the expenditure schedule. The penalty is to be calculated and paid for each spending period until the Bonds and any bonds issued to refund the Bonds are repaid. The penalty must be remitted within 90 days of the end of the spending

13991140.2 period to which is related. THE COMMONWEALTH HEREBY DOES NOT MAKE THIS ELECTION. THEREFORE, IN NO EVENT WILL THE COMMONWEALTH PAY THE 1.5 PERCENT PENALTY IN LIEU OF REBATE.

B. Investment Proceeds. The amount of the reasonably expected eamings from the investment ofthe Sale Proceeds ofthe Bonds is approximately $512,784.50, which amount is based on the conservative assumption that all ofthe Proceeds ofthe Bonds, other than underwriter's discount, are expended on the date that is 6 months from the delivery date, and an estimated eamings rate of 0.27%, which is the overnight rate on the Massachusetts Municipal Depository Trast on the Delivery Date.

SECTION V. ALLOCATION AND ACCOUNTING RULES. The Commonwealth has covenanted to comply with this Tax Certificate which includes the allocation and accounting rales described in Appendix III for purposes of allocating Gross Proceeds to the Bonds, allocating Gross Proceeds to investments, and allocating Gross Proceeds to expenditures. For example, the Commonwealth understands that the allocation of Proceeds to expenditures may be done on a specific tracing method, a "gross-proceeds-spent-first" method, a "first-in-first-out" method or a "ratable allocation" method, so long as the method used is consistently applied and that the allocation and accounting rales are described summarily in Appendix III. As described in Appendix III, the Commonwealth will account for the allocation of Proceeds to expenditures not later than the earliest of (A) 18 months after the later of (1) the date the expenditure is paid, or (2) the date the Project is placed in service, or (B) by the date 60 days after the fifth anniversary of the Delivery Date or the date 60 days after the retirement of the Bonds, if earlier.

The Commonwealth spends money for capital projects from its General Fimd and then repays the General Fund from bond proceeds pursuant to a formal allocation by the Treasurer of the Commonwealth. Amounts shown in the column labeled "Net Liquid Assets" on Exhibit C represent amounts expended to date from fiinds of the Commonwealth, which expenditures may be reimbursed on or after the date hereof from Proceeds of the Bonds. Prior to making any allocations of Proceeds, the Commonwealth will request Bond Counsel to confirm that the proposed allocations (and the statutory authorizations) only cover Capital Expenditures and that the expenditures of Proceeds are otherwise expected to comply with the requirements of this Tax Certificate.

SECTION VI. PROHIBITED INVESTMENTS AND DISPOSITIONS. The Commonwealth has been advised by Bond Counsel that upon the purchase or sale of a Nonpurpose Investment, Gross Proceeds of an issue are not allocated to a payment for that Nonpurpose Investment in an amount greater than, or to a receipt from that Nonpurpose Investment in an amount less than, the fair market value ofthe Nonpurpose Investment as of the purchase or sale date. The fair market value of a Nonpurpose Investment is adjusted to take into account Qualified Administrative Costs allocable to the investment. Thus, Qualified Administrative Costs increase the payments for, or decrease the receipts from, a Nonpurpose Investment. The Commonwealth shall comply with the requirements contained in Appendix rv.

SECTION VII. NO FEDERAL GUARANTEE. The Bonds are not federally guaranteed within the meaning of section 149(b) of the Code. A bond will be federally guaranteed if (A) the payment of principal or interest with respect to such bond is guaranteed (in whole or in part) by the United States (or any agency or instrumentality thereof), (B) such bond is issued as part of an issue and 5 percent or more of the proceeds of such issue is to be (i) used in making loans the payment of principal or interest with respect to which are to be guaranteed (in whole or in part) by the United States (or any agency or instramentality thereof), or (ii) invested (directly or indirectly) in federally insured deposits or accounts, or (C) the payment of principal or interest on such bond is otherwise indirectly guaranteed (in whole or in part) by the United States (or an agency or instramentality thereof). Notwithstanding the foregoing, the Issuer may invest the Proceeds of the Bonds in any investment guaranteed by the following agencies of

13991140.2 the United States: (a) the Federal Housing Administration; (b) the Veterans Administration; (c) the Federal National Mortgage Association; (d) the Federal Home Loan Mortgage Corporation; and (e) the Govemment National Mortgage Association. Moreover, the Issuer may invest the Proceeds of the Bonds (a) during an initial temporary period until such proceeds are needed for the purpose for which the Bonds were issued; (b) in a bona fide debt service fiind; (c) in a reasonably required reserve or replacement fund; (d) in obligations issued by the United States Treasury; (e) in obligations issued pursuant to Section 21B(d)(3) ofthe Federal Home Loan Bank Act, as amended by Section 511(a) ofthe Financial Institutions Reform, Recovery, and Enforcement Act of 1989, or any successor provision; or (f) in a refunding escrow.

SECTION VIIL RESTRICTIONS ON NONGOVERNMENTAL USE AND USE TO MAKE LOANS.

A. In General. No portion of the proceeds of the Bonds are reasonably expected to be or will be used in such a marmer that:

1. An amount exceeding the lesser of $15 million or 10 percent of the proceeds of the Bonds (5 percent in the case of private business use either unrelated or related but disproportionate to the govemmental use of the proceeds of the Bonds) is to be used in a trade or business of a person or persons other than a state or local govemmental unit ("Private Business Use"), unless the private security or payments with respect to any Private Business Use of the proceeds of the Bonds ("Private Security or Payments"), in the aggregate, does not exceed the lesser of $15 million or 10 percent ofthe proceeds of the Bonds (5 percent for Private Business Use that is either unrelated or disproportionate to the govemmental use ofthe proceeds ofthe Bonds); and

2. An amount exceeding the lesser of five percent or $5 million of the proceeds of the Bonds will be used to make or finance loans to persons other than state or local govemmental units ("Private Loans").

B. Rules of Application. The rales described in paragraph A. are referred to as the "Private Activity Bond Limitations." The Commonwealth will not permit any additional Private Business Use or Private Loans with respect to the proceeds of the Bonds unless an opinion of Bond Counsel is obtained prior to such use or loans that the exclusion from gross income of interest on the Bonds will not be adversely affected by such use or loans. The Private Activity Bond Limitations are imposed individually against each issue of bonds without regard to the use of proceeds of any other issue of outstanding bonds. The Commonwealth understands from discussions with Bond Counsel that in applying the Private Activity Bond Limitations it must take into account both its reasonable expectations as of the date hereof regarding the expected uses of the proceeds of the Bonds (and the facilities financed with such proceeds) throughout the stated term of the Bonds (that is, until the final stated maturity date) as well as any deliberate actions that may occur during the term of the Bonds (without regard to those reasonable expectations).

C. Private Business Use. Any activity carried on by a person other than a natural person is treated as a trade or business. Both actual and beneficial use by a nongovernmental person may be treated as Private Business Use. In most cases, there is Private Business Use only if a nongovernmental person has "special legal entitlements" to use the financed property under an arrangement with the issuer. In general, a nongovernmental person is treated as a private business user of proceeds and financed property as a result of ownership; actual or beneficial use of property pursuant to a lease, or a management or incentive payment contract; or certain other arrangements such as a take or pay or other output-type contract. Use as a member of the general public is not Private Business Use. With respect to property that is not available for use by the general public, Private Business Use may be established on the basis

13991140.2 of a "special economic benefif to one or more nongovernmental persons, even if they have no special legal entitiements to use ofthe property. Appendices VI and VII set forth guidelines for management or service contracts and certain other uses that will not constitute Private Business Use.

SECTION IX. INFORMATION REPORTING. The Commonwealth has reviewed the Intemal Revenue Service Form 8038-G to be filed in connection with the issuance ofthe Bonds, a copy of which is attached hereto as Exhibit B, and all of the information contained therein is, to the best of the Commonwealth's knowledge, trae and complete.

SECTION X. BONDS ISSUED IN REGISTERED FORM. In accordance with Section 149(a) ofthe Code, the Bonds are being issued in registered form.

SECTION XI. NOT POOLED FINANCING BONDS. No proceeds ofthe Bonds will be used to make or finance loans to two or more ultimate borrowers within the meaning of Section 149(f) ofthe Code.

SECTION XII. SALE OF PROJECT. The Commonwealth does not intend to sell or otherwise dispose of the Project or any portion thereof during the term of the Bonds except for dispositions of property in the normal course at the end of such property's usefiil life.

SECTION XIII. ABUSIVE ARBITRAGE DEVICE. The Commonwealth represents that the Bonds are not and will not be part of a transaction or series of transactions that has the effect of (i) enabling the Commonwealth or any related person to exploit the difference between tax-exempt and taxable interest rates to obtain a material financial advantage, or (ii) overburdening the tax-exempt bond market by, among other reasons, issuing more Bonds, issuing Bonds earlier, or allowing Bonds to remain outstanding longer than is otherwise reasonably necessary to accomplish the govemmental purposes of the Bonds.

SECTION XIV. RECORD KEEPING. The Commonwealth covenants to maintain records to support the representations, certifications and expectations set forth in this Tax Certificate until the date six (6) years after the last of the Bonds will be retired, and if any of the Bonds are refiinded with the proceeds of tax-exempt obligations other than the Bonds ("Refunding Obligations"), the date six (6) years after the last of the Refiinding Obligations will be retired. The records that must be retained include, but are not limited to:

A. Basic records and documents relating to the Bonds;

B. Documentation evidencing the expenditure of Bond proceeds;

C. Documentation evidencing the use of a project by public and private sources (i.e., copies of management contracts, research agreements, leases);

D. Documentation evidencing all sources of payment or security for the Bonds;

E. Documentation evidencing compliance with the timing and allocation of expenditures of Bond proceeds;

F. Documentation pertaining to any investment of Bond proceeds (including the purchase and sale of securities, SLGs subscriptions, yield calculations for each class of investments, actual investment income received from the investment of proceeds, guaranteed investment contracts, and rebate calculations);

13991140.2 Records of all amounts paid to the United States pursuant to Section IV above.

SECTION XV. SURVIVAL ON DEFEASANCE OR PAYMENT. Notwithstanding anything in this Tax Certificate or the Bonds to the conttary, the obligation to remit the Rebate Requirement to the United States Treasury Department and to comply with all other requirements contained in this Tax Certificate shall survive the defeasance ofthe Bonds.

SECTION XVI. AMENDMENTS. This Tax Certificate sets forth the information, representations, and procedures necessary in order for Bond Counsel to render its opinion regarding the exclusion of interest on the Bonds from gross income for purposes of Federal income taxation and may be amended or supplemented from time to time to maintain such exclusion only with the approval of Bond Counsel.

Notwithstanding any other provision herein, the covenants and obligations contained herein may be and shall be deemed modified to the extent the Commonwealth secures an opinion of Bond Counsel that any action required hereunder is no longer required or that some further action is required in order to maintain the exclusion of interest on the Bonds from gross income for purposes of Federal income taxation.

SECTION XVII. SUPPLEMENTATION OF THIS TAX CERTIFICATE. We have been advised by Bond Counsel that we should seek, and they will provide, periodically advice as to the propriety of requesting the review of and supplements to this Tax Certificate.

Dated: June 1, 201|. COMMONWEALTH OF MASSACHUSETTS

Steven Grossman Treasurer and Receiver-General

[Signature page to the Tax Certificate as to Arbitrage and the Provisions of Sections 103 and 141-150 of the Intemal Revenue Code of 1986—2012B]

-9- 13991140.1 Exhibit A

Initial Issue Price Certificate

The Commonwealth of Massachusetts Boston, Massachusetts

Nixon Peabody LLP Boston, Massachusetts

Re: $350,000,000 The Commonwealth of Massachusetts General Obligation Bonds, Consohdated Loan of 2012, Series B

Ladies and Gentlemen:

We have served as the underwriter in connection with the issuance by The Commonwealth of Massachusetts (the "Commonwealth") of its $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds"). We hereby certify as follows:

a. Based on our records and other information available to us which we have no reason to believe is not correct, all of the Bonds have been the subject of a bona fide initial offering to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at prices no higher than, or yields no lower than, those shown on the inside cover of the Official Statement ofthe Commonwealth dated May 22, 2012 relating to the Bonds (the "Official Statement").

b. Based on our records and other information available to us which we have no reason to believe is incorrect, except for the 2027 and 2028 maturities ofthe Bonds, at least 10 percent of each maturity of the Bonds was first sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at initial offering prices no higher than, or yields no lower than, those shown on the inside cover of the Official Statement.

c. As of the sale date of the Bonds, we reasonably expected to sell each maturity of the Bonds to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at imtial offering prices no higher than, or yields no lower than, those shown on the inside cover ofthe Official Statement.

d. At the time we agreed to purchase the Bonds, based upon then prevailing market conditions, we had no reason to believe any of the Bonds would be initially sold to the public (excluding such bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at prices higher than, or yields lower than, those shown on the inside cover ofthe Official Statement.

e. The prices at which the Bonds were sold did not exceed the fair market value of such bonds on the sale date of the Bonds.

f The aggregate ofthe initial offering prices ofthe Bonds is $380,798,400.00.

13991140.2 We understand that Bond Counsel may rely upon this certificate, among other things, in providing an opinion with respect to the exclusion from gross income ofthe interest on the Bonds pursuant fo Section 103 of the Internal Revenue Code of 1986, as amended; provided, however, that nothing herein represents our interpretation of any laws and, in particular, regulations under Section 148 ofthe Code.

Dated: June 1, 20! 2 MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

By: (liM^^^ Name; Ca-KU^-t C^>.»^> Title: -A J

B^n402 Exhibit B

Form 8038-G

13991140.1 NIXON PEABODYUP A T T 0 R ,N' E V 1 AT L .^ W 401 9th Street N.W. Suite 900 Washington, DC 20004-2128 (202) 585-8000 Fax: (202)585-8080

Bruce M. Serchuk Direct Dial: (202) 585-8267 Direct Fax: (866)741-5625 E-Mail: bserchuk@nixonpeabody,corn

June 11, 2012

CERTIFIED MAIL RETURN RECEIPT REQUESTED

Internal Revenue Service Center Ogden, Utah 84201

Re: Commonwealth of Massachusetts General Obligations Bonds, Consolidated Loan of 2012, Series B Ladies and Gentlemen: . m Enclosed is the Form 8038-G, Information Retum for Tax-Exempt Govemmental Obligations, for the above-referenced issue.

Thank you for your attention to this matter.

Sincerely yours, mu^^^ B^ce M. Serchuk

7009 1410 0OO2 5985 5994

13138402.1

.' \\' \\>. .N i V O S' P E A B O D V . C O ,t.1 F„. 8038-G information Retum for Tax-Exempt Govemmental Obligations • Undw Intamal R«mnu« Coda lactlan 149{a) , (R«. SapHmO«S011) 0M8 No. 1545-0720 *• Sa« uparato itwtnictlorw. OoMrtrracM ol ttw Tnwury Intamal Rsvanua S«rvie> C«utioo: It tfi» ;«u8 prtce la under SlOO.tXX. use Fomi 8038-GC. Reporting Authority If Amended Return, check hare • D 1 isfuar'tnam* 2 ls

4 Nun«aran<]slraat(orP.O. ixuifrnaillanotdaljvaradloftreatiddma) S R«coitnuinharjFodflSL/MCWW Treaaursr and Receiwr-Genaral, Stata House ( Qty. town, or poal offlca, itata, and ZP cod* Oataofiaaua Boiton, Maaaachua^ts 02133 June 1,2012 8 Mama of laaua CUSV nufflbar General Obliflation Bondi. Consolidatgd Loan of 2012, Serwa B 57582PG38 10a Nama and titia of oiflcar or ottw imployea of tha Itauir whom iha IRS may can for mora intormttion (Ma tdb Talaonon* mjmbar of ofllear 0 Inatruction^ ompioyaa ihown on tOa

Colin A. MacNaught, Aaaiatanf Troaturer (817)367-3900 Type of Issue (enter the isaue price). See the Instnx^ns and attach schedule. 11 Education. 11 12 Health and hospital . . . . .^. . 12 13 Tranaportatksn 13 14 Publk: safety 14 IS Environment (Including sewage bonds) . 15 16 Housing IS 17 Utilities 17 18 Other. Describe • Variaua Capitel Projeeta 19 If obligations are TANs or RANs, check only box 19a If obligations are BANS, check only box 19b 20 If obligations are In the form of a lease or Instalknent sale, check box

8^«iii Deecription of Obllgatlone. Complete for the entire issue for which this fomi is being filed. Id Statad redemption jcgwaientad M Rnal maturity data 01) laaua prica ja) Yield pnca al maturity avaraga maturity Q6ffl1/2042 380,798,400.00 330,000,000.00 177113 jfflsa 3.2986 % Usee of Proceede of Bond Iseue (jncludlnfl undenwltere' dtecount) Proceeds used for accrued Interest 00 23 Issue price of entire Issue (enter amount from line 21, column (b)) . . 380,798,4001 00 24 Proceeds used for bond Issuance costs (Including undenvrtters' discount). 24 S58.000 2S Proceeds used for credit enhancement 25 2S Proceeds ^located to reasonably required reserve or replacement fund 26 27 Proceeds used to currently refund prior issues 27 28 Proceeds used fo advance refund prior Issues 28 -29- Total (add lines 24 through-28) ,--. . . „ ..-^ _. ._... ,.. 858,000 05 30 Nonrefunding proceeds of the Issue (subtract line 29 from line 23 and enter amount here) 30 379,840,399 95 Deacription of Refunded Bonda. Complete this part only for refanding txands. 31 Enter tha remaining weighted average maturity of the bonds to be cun-ently refunded . . . . • years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded , . . . ^ Y?jjg- 33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) • 34 Enter the date(s) the refunded twnds were Issued • {MMAXVYVYY) For Paperwork Reduction Act Notice, see separate Instructfons. Cat No. 83773S Fam, 8d38-Q (B»/. 8-2011) Form903i-a(R»v. M011) Piga2 .i:ferfJi Miscellaneous 33 Enter the amount Of the State volume cap altocated to the Issue under section 141(b)(5) , , , . | 35 OO 36a Enter the amount of gross proceeds invested or to be Invested in a guaranteed investment contract (GIC) (see instnjctions) 00 b Enter the final maturity date of the QIC > c Enter the name of the GIC provider • w 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units [ 37 | o| pg 38a If this Issue is a loan made from the proceeds of another tax-exempt Issue, check box • D and enter the following information: b Enter the date of the master pool obligation • c Enter the EIN of the Issuer of the master pool obligation >• d Enter the name of the issuer of the master pool obligation • 39 If the issuer has designated the issue under section 2e5(bK3)(BKIKIII) (small Issuer exception), check box ..,.»• D 40 If the issuer has elected to pay a penalty In lieu of arbitrage rebate, checl< l3ox . , , • D 41a If the issuer has Wentified a hedge, check here > • and enter the following Information: b Name of hedge provkJerfr c Type of hedge • d Tenn of hedge • 42 If the lssu«- has superintegrated the hedge, check box • • 43 If the issuer has established written procedures to ensure that ail nonqualified twnds of this Issue are remediated according to the requirements under the Code and Regulations (see Instructions), ctieck box • 0 If the Issuer has established written procedures to monitor the requrements of section 148, check tsox *• EI 45a If some portion of the proceeds was used to reimburse expenditures, check here • B and enter the amount of reimbursement • To be detennined. Enter the date the official Intent was adopted • Varioua legialative authorizationi of the Commonwealth.

Under panaWaa of perjury, I dadara Ihat I hava aumined thia raiurn and accompanying sdiadulea and ilatamenti, and to the baal of my knoWadga Signature and ballaOiay ara tma. conract/S^ comptata. 1 Mhar dadara that I conaani to tha IRS'a dtadoaura of tha laauar'a rg• '*01 9th Street NW, Suite 900, Washington, DC 20004 Phonano, (202) 585-8000 Form 8038-G {Rav. 9-2011) SENDER: COtJIPLETB THIS SECTION COMPLEtE WIS SECTION OM OEUVERY

Complete Itetrv 1, 2, and 3. Aiso complete A Slgnaliira item 4 If Ftestrictad Delivery is desirsd. QAgent Print your name and addresa on ttie nsversa X DAddneaee' 3o that wa can return the card to you. a. Ftecelvadby^mntadlVame) C. [}a» of CMhraiy Attach this card to tha back of tha maitpieoe, or on the front if spac» permits. 0. ladalvaiyaddmeiSflnntltamltamI? O Yae 1. Article Addraaaad to: RECflWD

Internal Revenue Service Center JUN 2 2 I'm Ogden, Utah 84201 >• |ff**»T'l» f -o aagNgCrAHMpttoMercMndlt e a hetitad Um O C.0S3. 4. Raa(i1ctedOeBv«y7tE«t»fe« Dita ArtWe Number (TTanailar tamaarviie e labaf 700^ i^to o<^'^ -yfs.5- S9l%. PS Fomi 3ai1, Febnjaiy 20O4 Oomaetic Return Recalpl faiMn»M-i»40

U.S. Postal Service CERTIFIED MAIL RECEIPT :T o- (Domesd'c Mail Only; No Insurance Coverage Provided) tr for delivery inrofinalioi) wisilc ebiiite at www-tjops.cofn Ul Ul OFFICIAL USE to 0- Ul nj C3 Raiuin l^acnpi Faa CI (EndmamaM Raqund) HaaafctadOaHMryFaa a lEndoraamanl RaqulracQ a :r Internal Revenue Servft 3SaS cr Ogden, Utah 84201 a •iimil.'XiX a at PO Bail cS-'siiift"

1 jaOG- AuQusi 2008 Exhibit C

Project Listing

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0200 General Capital Projects PU3[id

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

062C EAIL TRANS ASSISTANCE LOAN ACT $22, 078. 47 51, 087, 947. 68 (?32, 415.24) S2, 740, 550. 19 063C CAPITAL OUTLAY LOAN '04 - A04C $53, 851. 21 $2, 790, 000. 00 $0.00 $13, 807, 157. 56 064C MBTA SUBWAY 4 COMMUTER RAIL LO $0. 00 $0. 00 $0.00 $849, 750, 000. 00 066C COURT IMP LOAN '04 - A04C290S3 $6,.800 , 803.,3 7 $19, 245, 636. 54 ($822, 119.11) $51, 212, 214. 21 067C HOUSING PROD i MOD '04 - A04C2 $3,,408 , 879.,4 8 $5, 527, 024.,2 6 ($10, 622.00) S3, 613, 4 97.,4 8 073C Housing for Low S Moderate Inc $50, 177, 634. 94 $70, 258, 082. 85 ($895, 715.24) S495, 956, 916. 68 074C Housing for Low S Moderate Inc $53, 244, 270. 18 $67, 350, 370. 49 ($5,001, 999.42) $361, 511, 915.,8 7 075C CH 240 ACTS OF 2010 SEC 2B $0.,0 0 $0.,0 0 SO.00 $25, 000, 000. 00 555C A08 C258 S3 Public Higher Educ $203,,473 , 570.,6 4 S196, 140, 310,.6 0 ($33,492, 030.01) 51,782, 173, 273. 29 563C AOB C304 S16 Capital Facilitie $4,,005 ,,764 ,.2 5 $12, 708, 409.,1 2 ($5,762, 008.59) S312, 654, 153..0 7 564C A08 C304 S17 Capital Improveme $31, 829, 946.,3 9 577, 587, 310.,8 8 ($14, 899,,666.90 ) 5192, 481, 018. 53 565C A08 C304 S18 Capital Improveme $49,,928 , 164.,2 3 $81, 136, 301.,6 7 ($16,910,,533.63 ) $632, 206,,096 .,1 9 565L A08 C304 818 Capital Improveme $39,,021 , 479.,3 9 $43, 003, 073.,6 2 ($12,798,,692.61 ) $622,,137 ,,108 ,.3 9 565T A08 C304 S18 Capital Improveme 5532 ,496 .38 5733,,33 1 .47 ($3,288,,093.69 ) S283,,610 ,,43 3 .25 566L A08 C304 S19 Capital Improveme $15,.446 ,,001 ..9 7 S13,,961 ,,668 ,.1 8 ($44,481,,778.68 ) $560,,006 ,,37 7 .05 567C A08 C312 S15 Preservation/Impr $55,,762 ,,723 ,.0 6 $72,,876 , 947,.4 1 ($10, 994,,079.60 ) $954,,989 ,,725 ,.6 6 568C A08 C312 S16 Environmental Tr $12,,281 ,,728 ,.6 9 $10,.728 ,,365 ,.0 0 ($1,366,,781.25 ) $266,,902 ,,56 3 .60 569C A08 COO S46 Life Sciences Cen $2,,042 ,,66 3 .57 $25,,528 ,,540 ,.3 4 ($836,,333.90 ) $401,,378 ,,99 7 .47 570T A08 C231 S2 MA Broadband Bill $18,.620 ,,426 ,.9 8 $6,,942 ,,81 8 .26 ($3,096, 627.84) $21, 717,,054 ..8 2 flHT2 Affordable Housing Trust Fund $4,,852 ,.7 5 $0 .00 $0.00 $1,, 4 62 ,187 .01 BREF PROCEEDS OF BOND REFUNDING $0 .00 582,, 978,57, 9 .26 $0.00 SO .00 CEA7 Capital Expenditure Act of 200 $30.,292 ,,44 5 .53 $52,,121 ,,18 3 .66 ($6,129,,018.08 ) $83,,991 ,,43 8 .29 Q123 CH 123A 06 S2BTAX $4 ,446,,18 2 .62 $5 ,352 ,198 .04 ($319,,706.98 ) 533,,380 ,,16 9 .83

FUND TOTALS: $628,877,544.55 $908,201,962.99 ($168,612,139.30) $8,807,176,718.37 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

0201 Capital Investment Trust Fund

SUB NET LIQUID AUTHORIZED FOND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

028C CAPITAL INVESTMENT TRUST FUND $0.00 $0.00 $0.00 $101,968.40

FOND TOTALS: $0.00 $0.00 $0.00 $101,968.40 CC»«MONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S PAGE : RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0203 Convention Center and Exhibition Center Projects Fund

SUB NET LIQUID AUTHORIZED TEMPORARY FUND ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED LOANS

032C S. 0. ENDS (CONV. CTR) A97C152SH $0.00 50.00 $8,392,626.94 $0.00 $0.00

FUND TOTALS: $0.00 $0.00 $8,392,626.94 $0.00 $0.00 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, PY 2012

0204 Capital Improvement and Investment Trust Fund

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

041C C55 ACTS OF 1999 S2A $0.00 $0.00 ($80,791.57) $150,364.92 043C A2000C236S81 SO.00 so.00 ($40,322.49) 53,517,963.49 BREF Proceeds of Bond Refunding 50.00 51,685,480.35 $0.00 50.00

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FUND: 0210 Highway Capital Projects Fund

SUB NET LIQUID AUTHORIZED FUND ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

553C Trans Imp Bill A08C86S2D $25,861,065.69 527,073,742.61 ($2,056,420.00) $672,862,747.69 554C C233 8 A. 08 Structurally Defi $261,083,609.22 5250,147,923.20 5278,223,883.44 52,311,413,298.24 556C AOB C303 S47 Transportation Im $48,459,435.80 5143,592,758.25 (55,530,550.67) $447,507,933.86 557C A08 C303 S48 Transportation Im $69,765,197.13 565,782,180.38 (57,028,533.51) $173,758,548.29 558C A08 C303 S49 Transportation Im $65,104,259.56 $7,793,426.88 (51,509,123.15) 5165,517,209.69 558T A08 C303 S49 Transportation Im SO.00 $0.00 50.00 520,000,000.00 559C A08 C303 S50 Transportation Im $372,747.85 $670,937.13 ($160,596.24) 515,546,911.97 560C A08 C303 S51 Transportation Im 50.00 $0.00 $0.00 $72,000,000.00 561C A08 C303 S52 Transportation Im $0.00 50.00 $0.00 $40,000,000.00 562C A08 C303 S53 Transportation Im 50.00 50.00 $0.00 $15,366,500.00 572C CH 240 ACTS OF 2010 SEC 2B 5199,975.00 58,359,642:62 SO.00 $35,231,738.69 BREF PROCEEDS OF BOND REFUNDING 50.00 5298,527,844.01 $0.00 $0.00 DR05 Cross Over Refunding 2005-A 50.00 53,539,853.13 $1,824.49 $0.00

FUND TOTALS: $832,281,240.26 $1,046,611,127.34 $223,784,517.69 $4,871,586,815.01 OOnt^CUtncncntncncncnc/ic/icnLntncn 5 S n n ?3 (\J K3 K) t^ tn CD CO ^ C^ M K) > > LJ K3 fn o n n o n 01 cn

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FUND: 0212 Central Artery Statewide Road £ Bridge Infrastructure Fund

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

525C CAT/TWT INF LN A2000 A00C87S3 $826,148.26 S42,623.21 $5,987,322.41 55, 029. 73 538C GO BOND SALE 2002C 556,664.12 52,840.42 586,298.79 50. 00 BREF Bond Refunding 50.00 544,331,644.72 SO.OO SO.,0 0 C228 C/A CH 228 PROCEEDS 51,774,388.26 $1,817,775.98 519,928,659.81 SO.,0 0 DFSD OP FNDS TRFR A2000 C87S15 $100.00 $0.00 51,014.31 SO.,0 0 PKE3 MASS PIKE PMT A2000 C87 Sll SO.00 $0.00 $158.49 SO,,0 0 PRT3 MASS PORT PMT A2000 C87 Sll 5100.00 SO.00 5243.31 50, .00 RMVl EXCESS RMV REVENUESS15C87A2000 $756,452.78 $24,000,326.12 $28,406,803.11 SO .00

FUND TOTALS: $3,413,853.42 $70,195,210.45 $54,410,500.23 $5, ,029. ,73 COMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RON DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RXm TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0240 Metro Parks Capital

SUB NET LIQUID AUTHORIZED FOND ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

0375 Met Parks Dis Loan SO.OO SO.OO 50.07 587,633.83

FUND TOTALS: $0.00 $0.00 $0.07 $87,633.83 CCMMONWEALIH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0271 Local Aid Capital Fund

SUB NET LIQUID AUTHORIZED FUND ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

0373 CHARLES RIV.WTR.QLTY.LN72 50.00 50.00 50.00 $4,869.05 0603 LOC SLD WST FAC LSG A87C584S27 SO.OO 50.00 $10,069.48 SO.OO 0607 CRTHSE CONSTiREN LN A88C203S28 SO.OO SO.OO $0.00 51,700.00 0608 IMPROVEMENT CT HSES A88C203S24 $0.00 $0.00 50.00 57,187.50 0613 CAP OTLY LN A94C85S3 $8, 550.00 $34,257.00 SO.OO 51,019,624.24 0618 TRANSP DEVEL S IMP. A94C273S2K 50.00 $0.00 $0.00 59,902,491.33 700C 700C SO.OO SO.OO 510,835.00 (510,835.00) BREF PROCEEDS OF BOND REFUNDING SO.OO 546,497,427.79 50.00 $0.00 SBAl MASS SCHOOL BUILD ASSIS FUND L $0.00 SO.OO 50.01 (50.01)

FUND TOTALS: $8,,550.0 0 $46,531,684.79 $20,904.49 $10,925,037.11 COMl«)NWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME; 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0278 Government Land Bank Capital Projects Fund

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

0650 GOVT LAND BANK FD LN A77C732S6 52,498,148.00 51,012,884.00 SO.OO 58,071,453.57 BREF PROCEEDS OF BOND REFUNDING SO.OO 589,337.50 50.00 50.00

FUND TOTALS: $2,498,148.00 $1,102,221.50 $0.00 $8,071,453.57 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0289 Bond Ahead Fund (Holding account - memo only)

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

0000 Zero Subfund for 0289 Fund 50.00 SO.OO 5113,368.59 50.00 0286 Bond ahead Sales in Advance of 50.00 50.00 53,500,000.00 SO.OO

FUND TOTALS: $0.00 $0.00 $3,613,368.59 $0.00

GRAND FUND TOTALS: $1,467,079,336.23 $2,191,323,729.82 ($74,564,581.19) $14,752,893,479.43 Exhibit D

Final Numbers

13991140,2 May 22, 2012 2:38 pm Prepared by Public Resources Ativisory Group (Finance 6.015 mass:GO-20l2B) Pagel

SOURCES AND USES OF FUNDS

Commonwealth of .Massachusetts $350 Million 2012 B GO Bonds

Sources;

Bond Proceeds; Par Amount 350,000.000,00 Net Premium 30.798,400.00

380,798,400,00

Uses;

Project Fund Deposits: Project Fund 379,840.399,95

Delivery Date Expenses: Cost of Issuance Underwnter's Discount 958,000.05 958.000,05

380,798,400.00 May 22. 2012 2:38 pm Prepared by Public Resources Advisor>' Group (Finance6,015mass;(jO-2012B) Page2

BOND SUMMARY STATISTICS

Commonwealth of Massachusetts $350 Million 2012 B 00 Bonds

Dated Date 06/01/2012 Delivery Date 06/01/2012 Last Maturity 06/01/2042

Arbitrage Yield 3,298563% True Interest Cost (TIC) 3,506354"/o Net Interest Cost (NIC) 3,673602% All-in TIC 3,506354% Average Coupon 4 144345%

Average Life (years) 18,111 Duration of Issue (years) 12,694

Par Amount 350.000,000.00 Bond Proceeds 380,798,400.00 Total Interest 262,710.000.00 Net Interest 232,869,600,05 Total Debt Service 612,710,00000 .Maximum Annual Debt Service 70,000.000.00 Average Annual Debt Service 20,423,666.67

Underwriter's Fees (per $1000) Average Takedown Other Fee 2,737143

Total Undenvritei's Discount 2,737143

Bid Price i 108,525829

Par Average Average PV of 1 bp Bond Component Value Price Coupon Life change

Serials 250,000,000,00 111,910 4.269% 13,620 207,850,00 Temi 41-42 100.000,000.00 101.024 4.000% 29,340 69,000,00

350,000,000.00 18,111 276,850,00

All-In Arbitrage TIC TIC Yield

Par Value 350,000,000,00 350,000,000.00 350,000,000,00 + Accrued Interest + Premium (Discou m) 30,798,400,00 30,798.400.00 30,798,40000 - Underwriter's Dis<:oun t -958,000,05 -958,000.05 - Cost of Issuance Eixpens e - Other Amounts

Target Value 379,840,399.95 379,840,399.95 380,798,400,00

Target Date 06/01/2012 06/01/2012 06/01/2012 Yield 3.506354% 3,506354% 3.298563% May 22, 2012 2:38 pm Prepared by Public Resources Advisory Group (Finance 6.015 mass:GO-2012B) Page 3

BOND PRICING

Commonwealth of .Massachusetts $350 Million 2012 B GO Bonds

Maturity Premium Bond Component Date Amount Rate Yield Price (-Discount)

Serials: 06/01/2023 40.000.000 5,000% 2.170% 120,681 C 8.272,400.00 06/01/2024 40,000.000 5,000% 2.300% 119,626 C 7.850,400.00 06/01/2025 40.000,000 5,000% 2.420% 118,662 C 7,464.800,00 06/01/2026 40,000.000 4,000% 2,900% 107.803 C 3.121.200,00 06/01/2027 35.000.000 3,000% 3,100% 98,807 -417,550.00 06/01/2028 55,000,000 4,000% 3,100% 106,333 C _ 3,483,150,00 250.000,000 29.774,400.00

Temi 41-42: 06/01/2041 66,000.000 4,000% 3.850% 101,024 C 675,840,00 06/01/2042 34,000,000 4.000% 3,850% . 101.024 C_ 348,160,00 100,000,000 1,024,000,00

350,000,000 30,798,400,00

Dated Date 06/01/2012 Delivery Date 06/01/2012 First Coupon 12/01/2012

Par Amount 350.000,000,00 Premium 30.798,400,00

Production 380,798,400,00 108,799543% Underwriter's Discount -958,000 05 -0.273714%

Purchase Price 379,840,399.95 108,525829% Accrued Interest

Net Proceeds 379.840,399,95 May 22, 2012 2:38 pm Prepared by Public Resources Advisory Group (Finance 6.015 mass;GO-20l2B) Page 4

BOND DEBT SERVICE

Commonwealth of Massachusetts $350 Million 2012 B GO Bonds

Period Debt Debt Ending Principal Coupon Interest Service Service

12/01/2012 7.425,000 7,425.000 06/01/2013 7,425,000 7,425,000 06/30/2013 14,850,000 12/01/2013 7.425.0OO 7.425,000 06/01/2014 7,425,000 7,425,000 06/30/2014 14,850,000 12/01/2014 7,425,000 7,425,000 06/01/2015 7,425,000 7,425,000 06/30/2015 14.850,000 12/01/2015 7,425,000 7,425.000 06/01/2016 7,425,000 7,425,000 06/30/2016 14,850,000 12/01/2016 7,425,000 7,425,000 06/01/2017 7,425.000 7,425,000 06/30/2017 14,850,000 12/01/2017 7,425,000 7,425,000 06/01/2018 7,425,000 7,425,000 06/30/2018 14,850,000 12/01/2018 7.425.000 7,425,000 06/01/2019 7,425,000 7.425,000 06/30/2019 14,850,000 12/01/2019 7,425,000 7,425.000 06/01/2020 7,425,000 7,425,000 06/30/2020 14,850,000 12/01/2020 7,425,000 7.425.000 06/01/2021 7,425,000 7,425,000 06/30/2021 14,850,000 12/01/2021 7.425,000 7,425,000 06/01/2022 7,425,000 7,425,000 06/30/2022 14,850,000 12/01/2022 7,425,000 7,425,000 06/01/2023 40.000,000 5.000% 7,425,000 47,425,000 06/30/2023 54,850,000 12/01/2023 6,425,000 6,425,000 06/01/2024 40,000,000 5.000% 6,425,000 46,425.000 06/30/2024 52,850,000 12/01/2024 5.425,000 5,425,000 06/01/2025 40,000,000 5,000% 5,425,000 45,425,000 06/30/2025 50,850,000 12/01/2025 4.425,000 4.425.000 06/01,'2026 40,000,000 4,000% 4.425,000 44,425,000 06/30/2026 48,850,000 12/01/2026 3.625,000 3,625,000 06/01/2027 35,000,000 3,000% 3,625,000 38,625,000 06/30/2027 42.250,000 12/01/2027 3,100,000 3,100,000 06/01/2028 55,000,000 4.000% 3,100,000 58,100,000 06/30/2028 61,200,000 12/01/2028 2.000,000 2,000,000 06/01/2029 2,000,000 2,000,000 06/30/2029 4,000,000 12/01/2029 2,000,000 2,000.000 06/01/2030 2.000.000 2.000,000 06/30/2030 4.000,000 12/01/2030 2,000,000 2,000,000 06/01/2031 2,000,000 2,000,000 06/30/2031 4,000,000 li'01/2031 2,000,000 2,000.000 06/01/2032 2,000,000 2,000,000 06/30/2032 4,000,000 12/01/2032 2,000,000 2,000,000 06/01/2033 2,000,000 2,000,000 .May 22, 2012 2:38 pm Prepared by Public Resources Advisory Group (Finance 6,015 mass:GO-20l2B) Page 5

BOND DEBT SERVICE

Commonwealth of Massachusetts $350 Million 2012 B GO Bonds

Annual Period Debt Debt Ending Principal Coupon Interest Service Service

06/30/2033 4.000,000 12/01/2033 2,000,000 2,000.000 06/01/2034 2,000,000 2,000,000 06/30/2034 4,000,000 12/01/2034 2,000,000 2,000,000 06/01/2035 2,000,000 2,000,000 06/30/2035 4,000,000 12/01/2035 2,000,000 2,000,000 06/01/2036 2,000,000 2,000,000 06/30/2036 4,000,000 12/01/2036 2,000,000 2,000,000 06/01/2037 2,000,000 2,000,000 05/30/2037 4,000,000 12/01/2037 2.000,000 2,000,000 06/01/2038 2,000,000 2,000,000 06/30/2038 4,000,000 12/01/2038 2.000,000 2,000,000 06/01/2039 2,000,000 2,000,000 06/30/2039 4,000,000 12/01/2039 2,000,000 2,000,000 06/01/2040 2.000,000 2.000,000 06/30/2040 4,000,000 12/01/2040 2,000.000 2,000,000 06/01/2041 66,000,000 4,000% 2.000,000 68.000,000 06/30/2041 70,000,000 12/01/2041 680,000 680,000 06/01/2042 34,000,000 4,000% 680,000 34,680,000 06/30/2042 35,360,000

350,000,000 262,710,000 612,710,000 612,710,000 iMay22, 2012 2:38 pm Prepared by Public Resources Advisory Group (Finance6.015mass;GO-2012B) Page6

FORM 8038 STATISTICS

Commonwealth of Massachuselts $350 Million 2012 B CJO Bonds

Dated Date 06/01/2012 Delivery Date 06/01/2012

Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity

Serials: 06/01/2023 40,000,000,00 5.000% 120,681 48,272,400.00 40,000,000,00 06/01/2024 40,000,000,00 5,000% 119,626 47,850,400,00 40,000,000,00 06/01/2025 40,000,000.00 5.000% 118,662 47.464,800,00 40,000.000,00 06/01/2026 40,000,000.00 4.000% 107,803 43,121.200 00 40,000,000,00 06/01/2027 35,000,000.00 3.000% 98,807 34.582,450,00 35,000,000.00 06/01/2028 55,000,000.00 4,000% 106.333 58,483.150,00 55,000,000.00

Term 41-42; 06/01/2041 66,000,000.00 4,000% 101.024 66,675,840.00 66.000,000.00 06/01/2042 34,000,000,00 4,000% 101.024 34,348.160.00 34,000,000,00

350,000,000,00 380.798.400.00 350,000,000.00

Stated Weighted Net Maturity 1 merest Issue Redemption Average Interest Date Rate Price at Maturity .Maturity Yield Cost

Final Maturitv 06/01/2042 4,000% 34,348,160,00 34,000.000,00 Entire Issue 380,798.400 00 350.000.000,00 17,7113 3,2986% 3.4386%

Proceeds used for accrued interest 0,00 Proceeds used for bond issuance costs (including undenvriters' discount) 958.000,05 Proceeds used for credit enhancement 000 Proceeds allocated to reasonably required reserve or replacement fund 0,00 May 22, 2012 2:38 pm Prepared by Public Resources Advisory Group (Finance 6,015 mass:GO-2012B) Page 7

PROOF OF ARBITRAGE YIELD

Commonwealth of Massachusetts $350 Million 2012 B GO Bonds

Present Value to 06/01/2012 Date Debt Service .ffl 3,2985625%

12/01/2012 7,425.000.00 7,304,527,79 06/01/2013 7,425,000 00 7.186,010.27 12/01/2013 7,425,000,00 7,069.415.72 06/01/2014 7,425,000.00 6,954,712.94 12/01/2014 7,425,000,00 6,841,871.24 06/01/2015 7,425,000,00 6,730,860.42 12/01/2015 7,425,000,00 6,621,650,78 06/01/2016 7,425,000.00 6,514,213.08 I2,'01/2016 7,425,000,00 6,408,518.59 06/01/2017 7,425,000.00 6,304,539.01 12/01/2017 7.425,000.00 6,202,246.52 06/01/2018 7.425,000.00 6.101,613.74 12/01/2018 7,425,000.00 6,002,613.76 06/01/2019 7.425,000,00 5,905,220.07 12/01/2019 7.425,000.00 5,809,406.62 06/01/2020 222,425,000.00 171,204,274.58 12/01/2020 2.525,000.00 1,912,000.82 06/01/2021 2,525,000.00 1,880,978.20 12/01/2021 2,525.000.00 1,850,458,93 06/01/2022 2,525,000,00 1,820,434,84 12/01/2022 2,525,000,00 1,790,897,90 06/01/2023 2,525,000,00 1,761,840,20 12/01/2023 2,525.000.00 1,733,253.96 06/01/2024 2.525,000.00 1,705.131.55 12/01/2024 2.525,000.00 1.677.465,43 06/01/2025 2,525,000,00 1,650,248.19 12/01/2025 2,525,000,00 1,623,472.56 06/01/2026 2,525,000,00 1,597,131,37 12/01/2026 2,525,000,00 1,571.217.58 06/01/2027 37.525,000.00 22,971,604.74 12/01/2027 2.000.000,00 1.204.470.92 06/01/2028 2.000.000,00 1,184.928.12 12/01/2028 2,000.000,00 1.165.702,41 06/01/2029 2.000,000,00 1,146.788.64 12/01/2029 2.000.000.00 1.128,181.75 06/01/2030 2.000,000.00 1,109.876.76 12/01/2030 2.000,000,00 1,091.868.77 06/01/2031 2,000.000.00 1,074.152.97 12/01/2031 2.000,000,00 1.056,724.61 06/01/2032 2,000,000.00 1,039,579,02 12/01/2032 2,000,000,00 1,022,711,63 06/01/2033 2,000,000,00 1,006,117.92 2,000,000.00 12/01/2033 989.793.44 06/01/2034 2,000,000.00 973,733,83 2.000,000.00 12/01/2034 957.934,79 06/01/2035 2.000,000,00 942,392.10 12/01/2035 2.000.000,00 927.101,58 06/01/2036 2,000,000.00 912,05916 12/01/2036 2,000,000,00 897,260,81 06/01/2037 2,000.000,00 882,702,56 12/01/2037 2.000,000.00 868,380,52 06/01/2038 2,000,000,00 854,290.86 12/01/2038 2,000,000,00 840.429,81 06/01/2039 2,000,000,00 826,793,66 12/01/2039 2,000,000,00 813,378.76 06/01/2040 2,000.000,00 800,181.51 May 22, 2012 2:38 pm Prepared by Public Resources Advisory Group (Finance6,0l5mass:GO-2012B) Page 8

PROOF OF ARBITRAGE YIELD

Commonwealth of Massachusetts $350 Million 2012 B GO Bonds

Present Value to 06/01/2012 Date Debt Service ;a 3,2985625%

12/01/2040 2,000,000,00 787,198.40 06/01/2041 68,000,000.00 26.330.481,75 12/01/2041 680.000,00 259,032.64 06/01/2042 34,680.000,00 12,9%,3I8,83

561,510,000,00 380,798,400,00

Proceeds Summary

Delivery date 06/01/2012 Par Value 350.000,000,00 Premium (Discount) 30,798,400.00

Target for yield calculation 380,798,400.00 May 22, 2012 2:38 pm Prepared by Public Resources Advisory Group (Finance 6.015 mass;GO-2012B) Page 9

PROOF OF ARBITRAGE YIELD

Commonwealth of Massachusetts $350 Million 2012 B GO Bonds

Assumed Call/Computation Dates for Premium Bonds

Net Present Value (NPV) Bond .Maturity Call Call to 06/01/2012 Component Date Rate Yield Date Price @ 3,2985625%

SER 06/01/2023 5,000% 2,170% 06/01/2020 100.000 -3.521,089,76 SER 06/01/2024 5.000% 2,300% 06/01/2020 100,000 -3,099,089,76 SER 06/01/2025 5.000% 2,420% 06/01/2020 lOOOOO -2,713,489.76 SER 06/01/2026 4.000

Rejected Call/Computation Date? for Premium Bonds

Net Present Value (NPV) Bond Maturity Call Call to 06/01/2012 Increase Compor lent Date Rate Yield Date Price @ 3,2985625% to NPV

SER 06/01/2023 5,000% 2,170% -2,036,410,59 1.484,679,17 SER 06/01/2024 5,000% 2.300% -1,151,028,57 1,948,061.19 SER 06/01/2025 5,000% 2.420% -316.961.51 2,396,528.25 SER 06/01/2026 4.000% 2.900% 4,514,75 1,166,931.60 SER 06/01/2028 4,000% 3.100% 1,283,275.92 2,073,099.09 Exhibit E

Reimbursement and Declaration of Official Intent

13991140.1 The Commonwealth of Massachusetts Office ofthe Comptroller One Ashburton Place, Room 901 Boston, Massachusetts 02108

MARTIN J. BENISON PHONE: (617) 727-5000 COMPTROLLER FAX: (617) 727-2163 INTERNET: http;//www.mass.gov/osc DECLARATION OF OFFICIAL INTENT

The undersigned. Comptroller of The Commonwealth of Massachusetts (the "Commonwealth"), her^f|' states, thc following: Q ^'

1. This shall constitute a "Declaration of Official Intent" pursuant to the provisions of Section 1:^0-2 oT^. U.S. Department of Treasury Regulations. ip __,

2. The Commonwealth expects to spend amounts on deposit in its General Fund to pay the costs o^ Capital expenditures (the "Expenditures") in thc amounts and for the purposes as described in th«^ reports referred to in Schedule A hereto. The Commonwealth reasonably expects to reimburse itsof for all such Expenditures with the proceeds of debt to be iiKurred by the Commonwealth. The amounrdf such Expenditures is the maximum principal amount of debt the Commonwealth intends to issue for each such purpose. The maximum principal amount of bonds expected to be issue under each bond authorized to which such Expenditures relate is set forth on Schedule B hereto. ^ In Witness Whereof, the undersigned has executed this Declaration of Official Intent this \5 day of ^K^2012 .

THE COMMON LTH OF MASSACHUSETTS

BY:

Thc following reports are available for public inspection at the Office of the Comptroller, One Ashburton Place, Room 909, Boston MA 021 OS and are'hereby incorporated in the Declaration of Official Intent by reference:

I. Amount of Expenditures to be reimbursed bv del^ Such amounts are set forth in the following reports.

Warrant Analysis by Appropriation Type (Capital Expenditures) MMARS Rqjort NAP625W Summary of Warranted Payments by Fund MMARS Report NAP627WS Detail Monthly Warranted Payments by Fund/Class MMARS Report NAP627WD

2. Purpose of Expenditures. The Expenditures Classification Han(&ook outlines a descriptioR of expenditures incorporated herein by reference.

SCHEDULE B- PONDS AUTHORIZEP m> UNISSUED AS OF;

Month th.'NH Day 2012 MMARJS REPORT NGA265S SCHEPVLEC-BQNCFWPS

Fund - 182 Capital Expenditure Reserve Fund Established for the purpose of recording Central Anery / Third Harbor Tunnel expenditures funded by revenues received irom the Massachusens Tumpike Authority and Ihe Massachuselts Port .•\uthonty.

Fund - 200 ueneral Capital Proiects Various purpose capital projects which include asbestos removal from schools, pier redevelopment, water pollution control facilities, public housing, public buildings, correctional facilities environmental facilities, airport facilities, cultural facilities, and mass transit all as more particularly descnbed in Schedule B above.

Fund-201 Capital Investment Trust Fund Various purpose capital projecU which includes appropriations for in(raslniciure, economic development, infonnation tfcchnology and housing. These appropriations are ftinded by transfers of operating surpluses.

Fund - 202 Capital Reserve Of&et Fund Surplus operating revenue as determined by the Comptroller in accordance with Section SC of Chapter 29 ,ViGL to be applied to various bond authorizations in lieu of proceeds trom the issuance of long term debt

Fund - 203 Boston Convention and Exhibition Center Fund Various convention center projects includes Boston convention center project, Springfield Civic Center, Worcester Convention Center, basketball hall of fame all as more particularly described in Schedule B above.

Fund - 204 Capital Improvement and Investment Trust Fund Various puipose capital projects which includes appropriations for infrastruciure, economic devekipment, information technology and housing. Transfers of operating surpluses fund these appropriations.

Fund - 210 Highway capital Proiect

Fund - 220 Inland Fish and Game Capital Proiects Various fish and game capital projects, all as more particularly described in Schedule B above. t

Fund-230 State Recreation Area Capital Proiects Various capital projects for rp^rcation areas within the Commonwealth, all as more particularly described in Schedule B above.

Fund - 240 Metro Parks t^apital Proiec^ Various parks projects within the metropolitan Boston area, all as more particularly described in Schedule B above.

Fund - 270 Genffsl Qiflimm Federally Aijjstetj Hwjitlg Various federally assisted housing projects, all more particularly described in Schedule B above.

Fund - 271 Local Aid capita Proiedi Various projects for municipalities including schools, highway improvements, library facilities, water pollution abatement, solid waste facilities, ommunity development facilities, and courthouse facilities, all more particulariy described in Schedule B above.

Fund - 272 [.oclcup Facilities Various conectional ficilities. all as moiE particularly described in Schedule B above.

Fund-273 Suffolk Countv Jail (^onftmction of new Suffollc County iaii, ail as more particulariy described in Schedule B

above.

Fund - 274 Countv Cotrectional Institution County correctional facilities, as more particulariy described in-Sdicdule 3 above.

Fund-27S local Infrastructtire Various municipal capitti projects, aii as more particularly described in Schedule B above. Fund-276 Water Pollution Control Various water pollution control projects, aU as more jrarticulariy described in Schedule B above. Fund-278 Government Land Banjt Various capital projects for thc Massachusetts GovenuneK Land Baik, ail as more

particulariy described in Sciiedule B above.

Fund - 279 Environmental QiallenB^ Various environmental facilities, all more particularly described in Schedule B above.

Fund - 280 intercity Bus Capital Proiects Various intercity bus capital projects, all as more particularly described in Schedule B ibove. Appendix I

Definitions

Bond Counsel shall mean Nixon Peabody LLP or any other law firm appointed by the issuer, having a national reputation in the field of municipal finance whose opinions are generally accepted by purchasers of municipal bonds.

Bond Year shall mean each one year period that ends on the day selected by the issuer. If no day is selected by the issuer before the date that is five years from the Delivery Date, each Bond Year ends on the anniversary ofthe Delivery Date and on the final maturity date.

Bond Yield shall have the meaning set forth in Section III of the Tax Certificate.

Code shall mean the Intemal Revenue Code of 1986.

Commingled Fund shall mean any fimd or account containing both Gross Proceeds of an issue and amounts in excess of $25,000 that are not Gross Proceeds of that issue if the amounts in the fund or account are invested and accounted for collectively, without regard to the source of funds deposited in the fund or account.

Computation Date shall mean each date on which the rebate for an issue is computed.

Computation Date Credit shall mean with respect to an issue a credit of $1,000 against the rebatable arbitrage on (i) the last day of each Bond Year during which there are amounts allocated to Gross Proceeds of an issue subject to the Rebate Requirement; and (ii) the final maturity date for an issue.

Computation Period shall mean the period between Computation Dates. The first Computation Period begins on the date hereof and ends on the first Computation Date. Each succeeding Computation Period begins on the date immediately following the Computation Date and ends on the next Computation Date.

Gross Proceeds shall mean any Proceeds or Replacement Proceeds of an issue.

Investment Proceeds shall mean any amounts actually or constructively received Irom investing Proceeds of an issue.

Investment Property shall mean any security or obligation within the meaning of Section 148(b)(2) ofthe Code, any annuity contract, any interest in any residential rental property for family units which is not located within the jurisdiction of the issuer, any "specified private activity bond" within the meaning of Section 57(a)(5)(C), and any other Investment-Type Property.

Investment-Type Property includes any property that is held principally as a passive vehicle for the production of income. For this purpose, production of income includes any benefit based on the time value of money. In general, a prepayment for property or services, including a prepayment for property or services that is made after the date that the contract to buy the property or services is entered into, is Investment-Type Property if a principal purpose for prepaying is to receive an investment retum from the time the prepayment is made until the time payment otherwise would be made. A prepayment is not Investment-Type Property if (i) prepayments on substantially the same terms are made by a substantial percentage of persons who are similarly situated to the issuer but who are not beneficiaries of tax-exempt financing; (ii) the prepayment is made within 90 days of the reasonably expected date of delivery to the issuer of all of the property or services for which the prepayment is made; or (iii) the prepayment is used to acquire a supply of natural gas or electricity and meets certain requirements set forth in Treasury Regulations Section 1.148-1 (e)(2)(iii)(A) or (B).

13991140.2 Multipurpose Issue shall mean an issue that is used for two or more separate govemmental purposes.

Net Sale Proceeds shall mean Sale Proceeds, less the portion of those Sale Proceeds invested in a reasonably required reserve or replacement fund.

Nonpurpose Investment shall mean any Investment Property that is not a Purpose Investment.

Nonpurpose Payment shall mean:

i. amounts actually or constractively paid to acquire a Nonpurpose Investment (or treated as paid to a Commingled Fund);

ii. in the case of a Nonpurpose Investment that is first allocated to an issue on a date after it is actually acquired (e.g.. an investment that becomes allocable to Transferred Proceeds or to Replacement Proceeds) or that becomes subject to the Rebate Requirement on a date after it is actually acquired (e.g.. an investment allocated to a reasonably required reserve or replacement fund for a constmction issue at the end of the two year spending period), the Value of that investment on that date;

iii. in the case of a Nonpurpose Investment that was allocated to an issue at the end of the preceding Computation Period, the Value of that Nonpurpose Investment at the beginning ofthe Computation Period; and

iv. the Computation Date Credit.

Nonpurpose Receipt shall mean:

i. amounts actually or constractively received firom a nonpurpose Investment (including amounts treated as received from a Commingled Fund);

ii. in the case of a Nonpurpose Investment that ceases to be allocated to an issue before its disposition or redemption date (e.g., an investment that becomes allocable to Transferred Proceeds of another issue or that ceases to be allocable to the issue pursuant to the Universal Cap) or that ceases to be subject to the Rebate Requirement on a date earlier than its disposition or redemption date (e.g., an investment allocated to a fund initially subject to the Rebate Requirement but that subsequently qualifies as a bona fide debt service fiind), the Value of that Nonpurpose Investment on that date; and

iii. in the case of a Nonpurpose Investment that is held at the end of a Computation Period, the Value of that Nonpurpose Investment at the end of that Computation Period.

Plain Par Bond (or Plain Par Investment) shall mean a bond (or an investment) (i) issued (or in the case of an investment acquired on a date other than the issue date, acquired) with not more than a de minimis amount (i.e.. two percent of stated principal amount) of original issue discount or original issue premium; (ii) issued for a price that does not include accmed interest, other than Pre- issuance Accmed Interest; (iii) that bears interest from the issue date at a single, stated, fixed rate or that is a variable rate debt instmment under section 1275 of the Code, in each case with interest payable at least annually; and (iv) that has a lowest stated redemption price that is not less than its outstanding principal amount.

13991140.2 Pre-issuance Accrued Interest shall mean amounts representing interest that has accmed on an obligation for a period of not greater than one year before its issue date but only if those amounts are paid within one year after the Delivery Date.

Proceeds shall mean any Sale Proceeds, Investment Proceeds and Transferred Proceeds of an issue.

Purpose Investment shall mean an investment that is acquired to carry out the govemmental purpose of an issue.

Qualified Administrative Costs shall mean reasonable, direct administrative costs, other than carrying costs, such as separately stated brokerage and selling commissions that are comparable to those charged nongovernmental entities in transactions not involving tax-exempt bond proceeds, but not legal and accounting fees, recordkeeping, custody or similar costs. For special mles relating to guaranteed investment contracts and investments purchased for a yield restricted defeasance escrow, see Treasury Regulation Section 1.148-5(e)(2)(iii).

Rebate Bond Yield shall mean the Bond Yield unless:

i. the issuer enters into a hedge transaction (e.g.. interest rate swap, interest rate cap or collar) which has not been taken into account in computing the Bond Yield, in which case the issuer shall consult with Bond Counsel for guidance in determining the Rebate Bond Yield; or

ii. the issuer, in a transaction that is separate and apart from the original sale of an issue, transfers, waives or modifies any right that is part of the terms of an issue (e.g.. a sale of the call rights on an issue). The issuer shall consult with Bond Counsel prior to entering into any such transaction and for guidance in determining the Rebate Bond Yield.

Rebate Requirement shall have the meaning ascribed thereto in Section 4 of the Tax Certificate.

Replacement Proceeds shall mean amounts that have a sufficiently direct nexus to an issue to conclude that the amounts would have been used for that govemmental purpose if the Proceeds of the issue were not used or to be used for that govemmental purpose. For this purpose, govemmental purposes include the expected use of amounts for the payment of debt service on a particular date. The mere availability or preliminary earmarking of amounts for a govemmental purpose, however, does not in itself establish a sufficient nexus to cause those amounts to be Replacement Proceeds. Replacement Proceeds include, but are not limited to, amounts held in a sinking fimd or a pledged fimd. For these purposes, an amount is pledged to pay principal of or interest on an issue if there is reasonable assurance that the amount will be available for such purposes in the event that the issuer encounters financial difficulties.

Sale Proceeds shall mean any amounts actually or constractively received by the issuer from the sale of an issue, including amounts used to pay underwriters' discount or compensation and interest other than Pre-Issuance Accraed Interest.

Treasury Regulations shall mean the Treasury Regulations contained in Sections 1.148-0 through 1.148-11, inclusive, 1.149(b)-l, 1.149(d)-l and 1.149(g)-l, and 1.150-1 and 1.150-2 as published on June 14, 1993 and to the extent applicable, any subsequent amendments to such regulations or any successor regulations.

13991140.2 Universal Cap shall mean the value of all then outstanding bonds of the issue.

Value (of a Bond) shall mean with respect to a bond issued with not more than two percent original issue discount or original issue premium, the outstanding principal amount, plus accraed unpaid interest; for any other bond, its present value.

Value (of an Investment) shall have the following meaning in the following circumstances:

i. General Rules. Subject to the special mles in the following paragraph, an issuer may determine the value of an investment on a date using one of the following valuation methods consistently applied for all purposes relating to arbitrage and rebate with respect to that investment on that date:

(I) an investment with not more than two percent original issue discount or original issue premium may be valued at its outstanding stated principal amount, plus accraed unpaid interest;

(II) a fixed rate investment may be valued at its present value;

(III) an investment may be valued at its fair market value on a date.

ii. Special Rules. Yield restricted investments are to be valued at present value provided that (except for purposes of allocating transferred proceeds to an issue, for purposes of the universal cap and for investments in a commingled fund other than a bona fide debt service fimd imless it is a certain commingled fimd):

(I) an investment must be valued at its fair market value when it is first allocated to an issue, when it is disposed of and when it is deemed acquired or deemed disposed of, and provided further that;

(II) in the case of transferred proceeds, the value of a nonpurpose investment that is allocated to transferred proceeds of a refiinding issue on a transfer date may not exceed the value of that investment on the transfer date used for purposes of applying the arbitrage restrictions to the refimded issue.

13991140.2 Appendix II

Rebate Requirement

(a) Generally. Section 148(f) of the Code requires that certain eamings on Nonpurpose Investments allocable to the Gross Proceeds of an issue be paid to the United States to prevent the bonds of the issue from being arbitrage bonds. The arbitrage that must be rebated is based on the difference between the amount actually eamed on Nonpurpose Investments and the amount that would have been eamed if those investments had a yield equal to the yield on the issue. As of any date, the rebate amount for an issue is the excess ofthe fiiture value, as of that date, of all receipts on Nonpurpose Investments over the fiiture value, as of that date, of all payments on Nonpurpose Investments. The future value of a payment or receipt at the end of any period is determined using the economic accraal method and equals the value of that payment or receipt when it is paid or received (or treated as paid or received), plus interest assumed to be eamed and compounded over the period at a rate equal to the yield on the issue, using the same compounding interval and financial conventions used to compute that yield.

(b) Computation Dates (Other than the Final Computation Date).

(1) Fixed Yield Issues. For a fixed yield issue, an issuer may treat any date as a Computation Date.

(2) Variable Yield Issues. For a variable yield issue, an issuer may treat the last day of any Bond Year that is not later than five years from the Delivery Date as a Computation Date and may not change that treatment after the first rebate payment, if any, is due. After the first rebate payment, if any, is due, an issuer must consistently treat either the end of each Bond Year or the end of each fifth Bond Year as Computation Dates and may not change these Computation Dates after the first rebate payment, if any, is due.

(c) Final Computation Date. The date that an issue is discharged is the Final Computation Date. For an issue retired within three years of its Delivery Date, however, the Final Computation Date need not occur before the end of 8 months after the Delivery Date or during the period in which the issuer reasonably expects that any of the spending exceptions to the rebate requirement will apply to the issue.

(d) Amount of Required Rebate.

(1) Interim Rebate Payments. The first rebate installment payment must be made for a Computation Date that is not later than 5 years after the Delivery Date. Subsequent rebate installment payments must be made for a Computation Date that is not later than 5 years after the previous Computation Date. An issuer must rebate an amount that when added to the fiiture value, as of that Computation Date, of previous rebate payments made for the issue, equals at least 90 percent of the rebate amount as of that date.

(2) Final Computation Date. For the Final Computation Date, a final rebate payment must be paid in an amount that, when added to the future value of previous rebate payments made for the issue, equals 100 percent ofthe rebate amount as of that date.

(e) Time and Manner of Payment. Each rebate payment must be paid no later than 60 days after the Computation Date to which the payment relates. Any rebate payment paid within this 60-day period may be treated as paid on the Computation Date to which it relates. Each payment made pursuant to this Appendix III shall be filed with the Intemal Revenue Service Center, Ogden, Utah 84201, and shall be accompanied by Form 8038-T.

13991140.2 (f) Penalty in Lieu of Loss of Tax Exemption. The failure to pay the correct rebate amount when required will cause the bonds of the issue to be arbitrage bonds, unless the Commissioner determines that the failure was not caused by willful neglect and the issuer promptly pays a penalty to the United States. If no bond of the issue is a private activity bond (other than a qualified 501(c)(3) bond), the penalty equals 50 percent ofthe rebate amount not paid when required to be paid, plus interest on that amount. Otherwise, the penalty equals 100 percent of the rebate amount not paid when required to be paid, plus interest on that amount. Interest accraes at the underpayment rate under Section 6621 ofthe Code, beginning on the date the correct rebate amount is due and ending on the date 10 days before it is paid. The penalty is automatically waived if the rebate amount that the issuer failed to pay plus interest is paid within 180 days after discovery of the failure, unless the Commissioner determines that the failure was due to willfiil neglect, or the issue is under examination by the Commissioner at any time during the period beginning on the date the failure first occurred and ending on the date 90 days after the receipt ofthe rebate amount. Generally, extensions of this 180-day period and waivers ofthe penalty in other cases will be granted by the Commissioner only in unusual circumstances.

(g) Recovery of Overpayment of Rebate. An issuer may recover an overpayment of a rebate amount for an issue of bonds by establishing to the satisfaction of the Commissioner that the overpayment occurred. An overpayment is the excess of the amount paid to the United States for an issue under Section 148 over the sum of the rebate amount for the issue as of the most recent Computation Date and all amounts that are otherwise required to be paid under Section 148 as ofthe date the recovery is requested. Notwithstanding the preceding sentence, an overpayment may be recovered only to the extent that a recovery on the date that it is first requested would not result in an additional rebate amount if that date were treated as a Computation Date. Furthermore, except for overpayments in certain limited circumstance, an overpayment of less than $5,000 may not be recovered before the Final Computation Date.

(h) Recordkeeping Requirement. An issuer must retain records of the determination of its Rebate Requirement until six years after the retirement ofthe last obligation ofthe issue.

II-2 13991140.2 Appendix III

Allocation and Accounting Rules

(a) General Rule. An issuer may use any reasonable, consistently applied accounting method to account for Gross Proceeds, investments and expenditures of an issue. An accounting method is "consistently applied" if it is applied uniformly within a Fiscal Period and between Fiscal Periods to account for Gross Proceeds of an issue and any amounts that are in a commingled fund.

(b) Allocation of Gross Proceeds to an Issue. Amounts are allocable to only one issue at a time as Gross Proceeds. Amounts cease to be allocated to an issue as Proceeds only when those amounts (i) are allocated to an expenditure for a govemmental purpose; (ii) are allocated to transferred proceeds of another issue of obligations; or (iii) cease to be allocated to that issue at retirement ofthe issue or under the Universal Cap.

(c) Allocation of Gross Proceeds to Investments. Upon the purchase or sale of a Nonpurpose Investment, Gross Proceeds of an issue are not allocated to a payment for that Nonpurpose Investment in an amount greater than, or to a receipt from that Nonpurpose Investment in an amount less than, the fair market value of the Nonpurpose Investment as of the purchase or sale date. The fair market value of a Nonpurpose Investment is adjusted to take into account Qualified Administrative Costs allocable to the investment. Thus, Qualified Administrative Costs increase the payments for, or decrease the receipts from, a Nonpurpose Investment.

(d) Allocation of Gross Proceeds to Expenditures. Reasonable accoimting methods for allocating funds from different sources to expenditures for the same govemmental purpose include a "specific tracing" method, a "gross-proceeds-spent-first" method, a "first-in-first-out" method or a ratable allocation method, so long as the method used is consistently applied. An allocation of Gross Proceeds of an issue to an expenditure must involve a current outlay of cash for a govemmental purpose of the issue. A current outlay of cash means an outlay reasonably expected to occur not later than five banking days after the date as of which the allocation of Gross Proceeds to the expenditure is made. The allocation of Gross Proceeds to expenditures must be accounted for not later than 18 months after the later ofthe date the expenditure is paid or the date the project, if any, that is financed by the issue is placed in service. This allocation must be made, in any event, by the date 60 days after the fifth anniversary ofthe issue date or the date 60 days after retirement ofthe issue, if earlier.

(e) Commingled Funds. Any fund or accoimt that contains both Gross Proceeds of an issue and amounts in excess of $25,000 that are not Gross Proceeds of that issue if the amounts in the fund or account are invested and accounted for collectively, without regard to the source of the fimds deposited therein, constitutes a "commingled fund." All payments and receipts (including deemed payments and receipts) on investments held by a commingled fund must be allocated (but not necessarily distributed) among each different source of funds invested in the commingled fund in accordance with a consistently applied, reasonable ratable allocation method. Reasonable ratable allocation methods include, without limitation, methods that allocate payments and receipts in proportion to either (i) the average daily balances of the amounts in the commingled fund from each different source of funds during any consistent time period within its fiscal year, but at least quarterly (the "Fiscal Period"); or (ii) the average of the beginning and ending balances of the amoimts in the commingled fimd from each different source of funds for a Fiscal Period that does not exceed one month.

Funds invested in the commingled fund may be allocated directly to expenditures for govemmental purposes pursuant to a reasonable consistently applied accounting method. If a ratable allocation method is used to allocate expenditures from the commingled fund, the same ratable allocation method must be used to allocate pa5anents and receipts on investments in the commingled fimd.

139911402 Generally a commingled fimd must treat all its investments as if sold at fair market value either on the last day of the fiscal year or on the last day of each Fiscal Period. The net gains or losses from these deemed sales of investments must be allocated to each different source of fimds invested in the commingled fund during the period since the last allocation. This mark-to-market requirement does not apply if (i) the remaining weighted average maturity of all investments held by a commingled fiind during a particular fiscal year does not exceed 18 months, and the investments held by the commingled fiind during that fiscal year consist exclusively of obligations; or (ii) the commingled fund operated exclusively as a reserve fiind, sinking fund or replacement fund for two or more issues of the same issuer. Subject to the Universal Cap limitation, and the principle that amounts are allocable to only one issue at a time as Gross Proceeds, investments held by a commingled fund that serves as a common reserve fund, replacement fund or sinking fund must be allocated ratably among the issues served by the commingled fimd in proportion to either (i) the relative values of the bonds of those issues; (ii) the relative amounts of the remaining maximum annual debt service requirements on the outstanding principal amounts of those issues; or (iii) the relative original stated principal amounts ofthe outstanding issues.

(f) Universal Cap. Amounts that would otherwise be Gross Proceeds allocable to an issue are allocated (and remain allocated) to the issue only to the extent that the Value of the Nonpurpose Investments allocable to those Gross Proceeds does not exceed the Value of all outstanding bonds of the issue. Nonpurpose Investments allocated to Gross Proceeds in a bona fide debt service fimd for an issue are not taken into account in determining the Value of the Nonpurpose Investments, and those Nonpurpose Investments remain allocated to the issue. To the extent that the Value of the Nonpurpose Investments allocable to the Gross Proceeds of an issue exceed the Value of all outstanding bonds of that issue, an issuer should seek the advice of Bond Counsel for the procedures necessary to comply with the Universal Cap.

(g) Expenditure for Working Capital Purposes. Subject to certain exceptions, the Proceeds of an issue may only be allocated to "working capital expenditures" as of any date to the extent that those expenditures exceed "available amounts" as of that date (i.e.. "proceeds-spent-last").

For purposes of this section, "working capital expenditures" include all expenditures other than "capital expenditures." "Capital expenditures" are costs of a t3^e properly chargeable (or chargeable upon proper election) to a capital account under general Federal income tax principles. Such costs include, for example, costs incurred to acquire, constract, or improve land, buildings and equipment having a reasonably expected usefiil life in excess of one year. Thus, working capital expenditures include, among other things, expenditures for current operating expenses and debt service.

For purposes of this section, "available amount" means any amount that is available to an issuer for working capital expenditure purposes of the type financed by the issue. Available amount excludes Proceeds of the issue but includes cash, investments and other amounts held in accounts or otherwise by an issuer for working capital expenditures of the type being financed by the issue without legislative or judicial action and without a legislative, judicial, or contractual requirement that those amounts be reimbursed. Notwithstanding the preceding sentence, a "reasonable working capital reserve" is treated as unavailable. A working capital reserve is reasonable if it does not exceed five percent of the actual working capital expenditures of an issuer in the fiscal year before the year in which the determination of available amounts is made. For purpose of the preceding sentence only, in determining the working capital expenditures of an issuer for a prior fiscal year, any expenditures (whether capital or working capital expenditures) that are paid out of current revenues may be treated as working capital expenditures.

The proceeds-spent-last requirement does not apply to expenditures to pay (i) any qualified administrative costs; (ii) fees for qualified guarantees of the issue or payments for a qualified hedge III-2 13991140.2 for the issue; (iii) interest on the issue for a period commencing on the Delivery Date and ending on the date that is the later of three years from the Delivery Date or one year after the date on which the financed project is placed in service; (iv) the United States for yield reduction payments (including rebate payments) or penalties for the failure to meet the spend down requirements associated with certain spending exceptions to the rebate requirement; (v) costs, other than those described in (i) through (iv) above, that do not exceed five percent of the Sale Proceeds of an issue and that are directly related to capital expenditures financed by the issue (e.g.. initial operating expenses for a new capital project); (vi) principal or interest on an issue paid from unexpected excess sale or investment proceeds; (vii) principal or interest on an issue paid from investment eamings on a reserve or replacement fimd that are deposited in a bona fide debt service fund; and (viii) principal, interest, or redemption premium on a prior issue and, for a crossover refunding issue, interest on that issue. Notwithstanding the preceding paragraph, the exceptions described above do not apply if the allocation merely substitutes Gross Proceeds for other amounts that would have been used to make those expenditures in a manner that gives rise to Replacement Proceeds.

III-3 13991140.2 Appendix IV

Value of Investments

(a) Fair Market Value. The fair market value of an investment is the price at which a willing buyer would purchase the investment from a willing seller in a bona fide arm's-length transaction. Fair market value generally is determined on the date on which a contract to purchase or sell the Nonpurpose Investment becomes binding (le^, the trade date rather than the settlement date). An investment that is not of a type traded on an established securities market, within the meaning of Section 1273 ofthe Code, is rebuttably presumed to be acquired or disposed of for a price that is not equal to its fair market value. The fair market value of a United States Treasury obligation that is purchased directly from the United States Treasury is its purchase price.

(b) Certificates of Deposit. A certificate of deposit that has a fixed interest rate, a fixed payment schedule, and a substantial penalty for early withdrawal shall be treated as purchased at its fair market value if the yield on the certificate of deposit is not less than (i) the jdeld on reasonably comparable direct obligations of the United States; and (ii) the highest yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public.

(c) Guaranteed Investment Contracts and Defeasance Escrows. The purchase price of a guaranteed investment contract and a yield restricted defeasance escrow will be treated as its fair market value if:

(1) the purchaser makes a bona fide solicitation for the purchase ofthe investment;

(2) the purchaser receives at least three bids from providers that the purchaser solicited under the bona fide solicitation for the investment and that have no material financial interest in the Bonds (e.g., a lead underwriter during the period ending 15 days after the issuance ofthe Bonds, a financial advisor with respect to the investment, or a related person) and at least one of such bids is from a reasonably competitive provider (as defined below);

(3) if the purchaser uses an agent to conduct the bidding process, the agent did not bid on the investment;

(4) the winning bid—

(i) in the case of a guaranteed investment contract, is the highest yielding bona fide bid (net of broker's fees); and

(ii) in the case of a yield restricted defeasance escrow, (A) is the lowest cost bona fide bid (including broker's fees), detemiined either for the entire portfolio or on an investment-by-investment basis and determined taking into account any payments received by the purchaser from a provider for a guaranteed investment contract for a yield restricted defeasance escrow acquired under these bidding procedures; and (B) has a cost (including any broker's fees) that is not greater than the cost ofthe most efficient portfolio of State and Local Govemment Series Securities ("SLGS"), detemiined at the time that the bids for the investment are required to be submitted (unless the sale of SLGS has been suspended as of such time, in which case this requirement shall not apply); and

(5) the provider of the guaranteed investment contract certifies the administrative costs that it is paying (or expects to pay) to third parties in connection with the guaranteed investment contract; 13991140.2 (d) Bona Fide Solicitation. For purposes of paragraph (c) above, a bona fide solicitation is a solicitation that satisfies each ofthe following requirements:

(1) the bid specifications are provided, in writing and setting forth all of the material terms ofthe bid, to potential providers in a timely manner;

(2) the terms of the bid specifications must be commercially reasonable (that is, there must be a legitimate govemmental purpose for each of the terms other than to increase the purchase price or reduce the yield) and, for a guaranteed investment contract, must include the purchaser's reasonably expected deposit and drawdown schedule;

(3) all potential providers have an equal opportunity to bid (e.g., no "last looks"); (4) solicitations are made of at least three reasonably competitive providers (defined as providers having an established industry reputation as a competitive provider of the type of investment being purchased); and

(5) the specifications include a statement notifying potential providers that the submission of a bid is a representation that the provider did not consult with any other provider about its bid, that the bid was determined without regard to any other agreement that the provider has with the purchaser or any other person, and that the bid is not being submitted solely as a courtesy to the purchaser or any other person for purposes of satisfying the requirements of paragraph (c) or (d) of this section 3.

The issuer shall maintain records adequate to detemiine the fair market value of the investments described above. With respect to a guaranteed investment contract or a yield restricted defeasance escrow the issuer shall maintain:

(i) a copy ofthe investment contract, purchase agreement, or confirmation,

(ii) the receipt or other record of the amount actually paid for the investments, including records of any administrative costs paid by the purchaser and the certification of the investment provider of the administrative costs paid to third parties in connection with the investment,

(iii) for each bid submitted, the name of the person and entity bidding, the term and date ofthe bid, and the bid results,

(iv) the bid solicitation form and an explanation of any deviations in the terms of the investment from the solicitation form, and

(v) unless sales of SLGS have been suspended, for a yield restricted defeasance escrow, the cost of the most efficient portfolio of SLGS, determined at the time that the bids were required to be submitted under the terms of the bid specifications.

The issuer shall retain records of the determinations required until six years after the Final Computation Date or for such other period as the Treasury Department may, by regulations or mlings, provide.

IV-2 13991140.2 Appendix V

Spending Exceptions to Rebate

(a) Generally. All, or certain discrete portions, of an issue are treated as meeting the Rebate Requirement if one or more of the spending exceptions set forth in this Appendix are satisfied. Use of the spending exceptions is not mandatory, except that where an issuer elects to apply the 1-1/2 percent penalty (as described below) the issuer must apply that penalty to the Constraction Issue. An issuer may apply the Rebate Requirement to an issue that otherwise satisfies a spending exception. Special definitions relating to the spending exceptions are contained in section (h) of this Appendix.

Where several obligations that otherwise constitute a single issue are used to finance two or more separate govemmental purposes, the issue constitutes a "multipurpose issue" and the bonds, as well as their respective proceeds, allocated to each separate purpose may be treated as separate issues for purposes of the spending exceptions. In allocating an issue among its several separate govemmental purposes, "common costs" are generally not treated as separate govemmental purposes and must be allocated ratably among the discrete separate purposes unless some other allocation method more accurately reflects the extent to which any particular separate discrete purpose enjoys the economic benefit (or bears the economic burden) of the certain common costs (e.g.. a newly funded reserve for a parity issue that is partially new money and partially a refimding for savings on prior bonds).

Separate purposes include refiinding a separate prior issue, financing a separate Purpose Investment (e.g.. a separate loan), financing a Constmction Issue, and any clearly discrete govemmental purpose reasonably expected to be financed by the issue. In addition, as a general mle, all integrated or ftmctionally related capital projects qualifying for the same initial temporary period (e.g.. three years) are treated as having a single govemmental purpose. Finally, separate purposes may be combined and treated as a single purpose if the proceeds are eligible for the same initial temporary period (e.g.. advance refundings of several separate prior issues could be combined, or several non-integrated and fimctionally unrelated capital projects such as airport runway improvements and a water distribution system).

The spending exceptions described in this Appendix are applied separately to each separate issue component of a multipurpose issue unless otherwise specifically noted.

(b) Six-Month Exception. An issue is treated as meeting the Rebate Requirement under this exception if (i) the gross proceeds of the issue are allocated to expenditures for the govemmental purposes of the issue within the six-month period beginning on the issue date (the "six-month spending period") and (ii) the Rebate Requirement is met for amounts not required to be spent within the six-month spending period (excluding eamings on a bona fide debt service fimd). For purposes of the six-month exception, "gross proceeds" means Gross Proceeds other than amounts (i) in a bona fide debt service fimd, (ii) in a reasonably required reserve or replacement fimd, (iii) that, as of the issue date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the end of the six-month spending period, (iv) that represent Sale Proceeds or Investment Proceeds derived from payments under any Purpose Investment of the issue and (v) that represent repayments of grants (as defined in Treasury Regulation Section 1.148-6(d)(4)) financed by the issue. In the case of an issue no bond of which is a private activity bond (other than a qualified 501(c)(3) bond) or a tax or revenue anticipation bond, the six-month spending period is extended for an additional six months for the portion of the proceeds of the issue which are not expended within the six-month spending period if such portion does not exceed the lesser of five percent of the Proceeds ofthe issue or $100,000.

(c) 18-Month Exception. An issue is treated as meeting the Rebate Requirement under this exception if all ofthe following requirements are satisfied:

13991140.2 (i) the gross proceeds are allocated to expenditures for a govemmental purpose of the issue in accordance with the following schedule (the "18-month expenditure schedule") measured from the issue date: (A) at least 15 percent within six months, (B) at least 60 percent within 12 months and (C) 100 percent within 18 months;

(ii) the Rebate Requirement is met for all amounts not required to be spent in accordance with the 18-month expenditure schedule (other than eamings on a bona fide debt service fund); and

(iii) all of the gross proceeds of the issue qualify for the initial temporary period under Treasury Regulation Section 1.148-2(e)(2).

For purposes of the 18-month exception, "gross proceeds" means Gross Proceeds other than amounts (i) in a bona fide debt service fund, (ii) in a reasonably required reserve or replacement fimd, (iii) that, as of the issue date, are not reasonably expected to be Gross Proceeds but that become Gross Proceeds after the end ofthe 18-month expenditure schedule, (iv) that represent Sale Proceeds or Investment Proceeds derived from payments under any Purpose Investment of the issue and (v) that represent repayments of grants (as defined in Treasury Regulation Section 1.148-6(d)(4)) financed by the issue. In addition, for purposes of determining compliance with the first two spending periods, the investment proceeds included in gross proceeds are based on the issuer's reasonable expectations as of the issue date rather than the actual Investment Proceeds; for the third, final period, actual Investment Proceeds eamed to date are used in place of the reasonably expected eamings. An issue does not fail to satisfy the spending requirement for the third spending period above as a result of a Reasonable Retainage if the Reasonable Retainage is allocated to expenditures within 30 months of the issue date. The 18-month exception does not apply to an issue any portion of which is treated as meeting the Rebate Requirement as a result of satisfying the two-year exception.

(d) Two-Year Exception. A Constmction Issue is treated as meeting the Rebate Requirement for Available Constraction Proceeds under this exception if those proceeds are allocated to expenditures for govemmental purposes ofthe issue in accordance with the following schedule (the "two-year expenditure schedule"), measured from the issue date:

(i) at least 10 percent within six months;

(ii) at least 45 percent within one year;

(iii) at least 75 percent within 18 months; and

(iv) 100 percent within two years.

An issue does not fail to satisfy the spending requirement for the fourth spending period above as a result of unspent amounts for Reasonable Retainage if those amounts are allocated to expenditures within three years ofthe issue date.

(e) Expenditures for Governmental Purposes of the Issue. For purposes of the spending exceptions, expenditures for the govemmental purposes of an issue include payments for interest, but not principal, on the issue, and for principal or interest on another issue of obligations. The preceding sentence does not apply for purposes of the 18-month and two-year exceptions if those payments cause the issue to be a refunding issue.

(f) De Minimis Rule. Any failure to satisfy the final spending requirement ofthe 18-month exception or the two-year exception is disregarded if the issuer exercises due diligence to complete

V-2 13991140.2 the project financed and the amount ofthe failure does not exceed the lesser of three percent ofthe issue price ofthe issue or $250,000.

(g) Elections Applicable to the Two-Year Exception. An issuer may make one or more of the following elections with respect to the two-year spending exception:

(1) Earnings on Reasonably Required Reserve or Replacement Fund. An issuer may elect on or before the issue date to exclude from Available Constraction Proceeds the eamings on any reasonably required reserve or replacement fimd. If the election is made, the Rebate Requirement applies to the excluded amounts from the issue date.

(2) Actual Facts. For the provisions relating to the two-year exception that apply based on the issuer's reasonable expectations, an issuer may elect on or before the issue date to apply all of those provisions based on actual facts. This election does not apply for purposes of determining whether an issue is a Constraction Issue if the 1-1/2 percent penalty in lieu of rebate election described in subsection (g)(4) of this Appendix is made.

(3) Separate Issue. For purposes of the two-year exception, if any proceeds of an issue are to be used for Constraction Expenditures, the issuer may elect on or before the issue date to treat the portion of the issue that is not a refimding issue as two, and only two, separate issues, if (i) one of the separate issues is a Constraction Issue, (ii) the issuer reasonably expects, as of the issue date, that such Constraction Issue will finance all of the Constmction Expenditures to be financed by the issue and (iii) the issuer makes an election to apportion the issue in which it identifies the amount of the issue price of the issue allocable to the Constraction Issue.

(4) Penalty in Lieu of Rebate. An issuer of a Constraction Issue may irrevocably elect on or before the issue date to pay a penalty (the "1-1/2 percent penalty") to the United States in lieu of the obligation to pay the rebate amount on Available Constmction Proceeds upon failure to satisfy the spending requirements of the two-year expenditure schedule. The 1-1/2 percent penalty is calculated separately for each spending period, including each semiannual period after the end of the fourth spending period, and is equal to 1.5 percent times the underexpended proceeds as of the end of the spending period. For each spending period, underexpended proceeds equal the amount of Available Constraction Proceeds required to be spent by the end of the spending period, less the amount actually allocated to expenditures for the govemmental purposes of the issue by that date. The 1-1/2 percent penafty must be paid to the United States no later than 90 days after the end ofthe spending period to which it relates. The 1-1/2 percent penalty continues to apply at the end of each spending period and each semiannual period thereafter until the earliest of the following: (i) the termination ofthe penalty under Treasury Regulation Section 1.148-7(1), (ii) the expenditure of all of the Available Constraction Proceeds or (iii) the last stated final maturity date of bonds that are part of the issue and any bonds that refund those bonds. If an issue meets the exception for Reasonable Retainage except that all retainage is not spent within three years of the issue date, the issuer must pay the 1-1/2 percent penalty to the United States for any Reasonable Retainage that was not so spent as ofthe close ofthe three-year period and each later spending period.

(h) Special Definitions Relating to Spending Exceptions.

(1) Available Construction Proceeds shall mean, with respect to an issue, the amount equal to the sum of the issue price of the issue, eamings on such issue price, eamings on amounts in any reasonably required reserve or replacement fund not fimded from the issue (subject to the election referred to in section (g)(1) of this Appendix) and eamings on all ofthe foregoing eamings, less the amount of such issue price in any reasonably required reserve or replacement fund and less the issuance costs financed by the issue. For purposes of this definition, eamings include eamings on any Tax-exempt Bond. Unless the issuer otherwise elects as described in Section (g)(2) of this Appendix,

V-3 13991140.2 for the first three spending periods of the two-year expenditure schedule described in Treasury Regulation Section 1.148-7(e), Available Constraction Proceeds include the amount of future eamings that the issuer reasonably expected as of the issue date. For the fourth spending period described in Treasury Regulation Section l.l48-7(e) and any subsequent date, as of which computations are made, Available Constraction Proceeds include the actual eamings received to that date and eamings expected as of that date to be eamed in the future. Eamings on any reasonably required reserve or replacement flind are Available Constraction Proceeds only if the issuer did not elect to exclude such eamings pursuant to the election described in paragraph (g)(1) of this Appendix and only to the extent that those eamings accrae before the earlier of (i) the date constraction is substantially completed or (ii) the date that is two years after the issue date. For this purpose, constraction may be treated as substantially completed when the issuer abandons constraction or when at least 90 percent of the total costs of the constraction that the issuer reasonably expects as of such date will be financed with proceeds of the issue have been allocated to expenditures. If only a portion of the constraction is abandoned, the date of substantial completion is the date that the non- abandoned portion ofthe constraction is substantially completed.

(2) Construction Expenditures shall mean capital expenditures (as defined in Treasury Regulation Section 1.150-1) that are allocable to the cost of Real Property or Constracted Personal Property. Constraction Expenditures do not include expenditures for acquisitions of interests in land or other existing Real Property.

(3) Construction Issue shall mean any issue that is not a refimding issue if (i) the issuer reasonably expects, as of the issue date, that at least 75 percent of the Available Constraction Proceeds of the issue will be allocated to Constraction Expenditures for property owned by a govemmental unit or a 501(c)(3) organization and (ii) any private activity bonds that are part ofthe issue are qualified 501(c)(3) bonds or private activity bonds issued to finance property to be owned by a govemmental unit or a 501(c)(3) organization.

(4) Constructed Personal Property shall mean Tangible Personal Property or Specially Developed Computer Software if (i) a substantial portion of the property is completed more than six months after the earlier of the date constraction or rehabilitation commenced and the date the issuer entered into an acquisition contract; (ii) based on the reasonable expectations of the issuer, if any, or representations ofthe person constracting the property, with the exercise of due diligence, completion of constmction or rehabilitation (and delivery to the issuer) could not have occurred within that six-month period; and (iii) if the issuer itself builds or rehabilitates the property, not more than 75 percent ofthe capitalizable cost is attributable to property acquired by the issuer.

(5) Real Property shall mean land and improvements to land, such as buildings or other inherently permanent stmctures, including interests in real property. For example. Real Property includes wiring in a building, plumbing systems, central heating or air-conditioning systems, pipes or ducts, elevators, escalators installed in a building, paved parking areas, roads, wharves and docks, bridges, and sewage lines.

(6) Reasonable Retainage shall mean an amount, not to exceed five percent of (i) Available Constmction Proceeds as of the end of the two-year expenditure schedule (in the case of the two-year exception to the Rebate Requirement) or (ii) Net Sale Proceeds as of the end of the 18- month expenditure schedule (in the case of the 18-month exception to the Rebate Requirement), that is retained for reasonable business purposes relating to the property financed with the issue. For example, a Reasonable Retainage may include a retention to ensure or promote compliance with a constmction contract in circumstances in which the retained amount is not yet payable, of in which the issuer reasonably determines that a dispute exists regarding completion or payment.

V-4 13991140.2 (7) Specially Developed Computer Software shall mean any programs or routines used to cause a computer to perform a desired task or set of tasks, and the documentation required to describe and maintain those programs, provided that the software is specially developed and is functionally related and subordinate to Real Property or other Constracted Personal Property.

(8) Tangible Personal Property shall mean any tangible property other than Real Property, including interests in tangible personal property. For example. Tangible Personal Property includes machinery that is not a stractural component of a building, subway cars, fire tracks, automobiles, office equipment, testing equipment, and furnishings.

(i) Special Rules Relating to Refundings.

(1) Transferred Proceeds. In the event that a prior issue that might otherwise qualify for one of the spending exceptions is refiinded, then for purposes of applying the spending exceptions to the prior issue, proceeds of the prior issue that become transferred proceeds of the refunding issue continue to be treated as unspent proceeds of the prior issue; if such unspent proceeds satisfy the requirements of one of the spending exceptions then they are not subject to rebate either as proceeds of the prior issue or of the refimding issue. Generally, the only spending exception applicable to refunding issues is the six-month exception. In applying the six-month exception to a refimding of a prior issue, only transferred proceeds of the refiinding issue from a taxable prior issue and other amounts excluded from the definition of gross proceeds ofthe prior issue under the special definition of gross proceeds contained in section (b) above are treated as gross proceeds of the refunding issue and so are subject to the six-month exception applicable to the refunding issue.

(2) Series of Refundings. In the event that an issuer undertakes a series of refimdings for a principal purpose of exploiting the difference between taxable and tax-exempt interest rates, the six-month spending exception is measured for all issues in the series commencing on the date the first bond ofthe series is issued.

(j) Elections Applicable to Pool Bonds. An issuer of a pooled financing issue can elect to apply the spending exceptions separately to each loan from the date such loan is made or, if earlier, on the date one year after the date the pool bonds are issued. In the event this election is made, no spending exceptions are available and the normal Rebate Requirement applies to Gross Proceeds prior to the date on which the applicable spending periods begin. In the event this election is made, the issuer may also elect to make all elections applicable to the two-year spending exception, described in section (g) above, separately for each loan; any such elections that must ordinarily be made prior to the issue date must then be made by the issuer before the earlier of the date the loan is made or one year after the issue date.

V-5 13991140.2 Appendix VI

De Minimis Private Use Exceptions

(1) Long-term arrangements not treated as general public use. An arrangement is not treated as general public use if the term ofthe use under the arrangement, including all renewal options, is greater than 200 days. For this purpose, a right of first refusal to renew use under the arrangement is not treated as a renewal option if:

(a) the compensation for the use under the arrangement is redetermined at generally applicable, fair market value rates that are in effect at the time of renewal; and

(b) the use of the financed property under the same or similar arrangements is predominantly by natural persons who are not engaged in a trade or business.

(2) Arrangements not available for use on the same basis by natural persons not engaged in a trade or business. Use by a nongovernmental person pursuant to an arrangement, other than an arrangement resulting in ownership of financed property by a nongovernmental person, is not private business use if:

(a) the term ofthe use under the arrangement, including all renewal options, is not longer than 100 days;

(b) the arrangement would be treated as general public use, except that it is not available for use on the same basis by natural persons not engaged in a trade or business because generally applicable and uniformly applied rates are not reasonably available to natural persons not engaged in a trade or business; and

(c) the property is not financed for a principal purpose of providing that property for use by that nongovernmental person.

(3) Negotiated arm's-length arrangements. Use by a nongovernmental person pursuant to an arrangement, other than an arrangement resulting in ownership of financed property by a nongovernmental person, is not private business use if:

(a) the term ofthe use under the arrangement, including all renewal options, is not longer than 50 days;

(b) the arrangement is a negotiated arm's-length arrangement, and compensation under the arrangement is at fair market value; and

(c) the property is not financed for a principal purpose of providing that property for use by that nongovernmental person.

(4) Incidental use. Incidental uses of a financed facility (e.g. pay telephones, vending machines, advertising displays and use for television cameras) are disregarded, to the extent that those uses do not exceed 2.5 percent ofthe proceeds ofthe issue used to finance the facility. A use of a facility by a nongovernmental person is incidental if:

(a) except for vending machines, pay telephones, kiosks, and similar uses, the use does not involve the transfer to the nongovernmental person of possession and control of space that is separated from other areas ofthe facility by walls, partitions, or other physical barriers, such as a night gate affixed to a stractural component of a building (a nonpossessory use);

13991140.2 (b) the nonpossessory use is not functionally related to any other use of the facility by the same person (other than a different nonpossessory use); and

(c) all nonpossessory uses ofthe facility do not, in the aggregate, involve the use of more than 2.5 percent ofthe facility.

(5) Qualified improvements. Proceeds that provide a govemmental owned improvement to a govemmentally owned building (including its stractural components and land fimctionally related and subordinate to the building) are not used for a private business use if

(a) the building was placed in service more than 1 year before the constraction or acquisition of the improvement is begun;

(b) the improvement is not an enlargement ofthe building or an improvement of interior space occupied exclusively for any private business use;

(c) no portion of the improved building or any payments in respect of the improved building are taken into account under section 141(b)(2)(A) (the private security test); and

(d) no more than 15 percent ofthe improved building is used for a private business use.

VI-2 13991140.2 Appendix VII

Management or Service Contract Guidelines

1. For contracts for services of non-exempt persons in which all compensation is based on a percentage of fees charged or a combination of a per-unit fee and a percentage of revenue or expense fee for service rendered by the non-exempt person:

(a) the term of the contract (including renewal options) may not exceed two years;

(b) the contract is cancelable by the qualified user without cause or penalty by giving the non-exempt person reasonable (30 days) notice at the end ofthe first year ofthe contract term;

(c) the compensation, which must be reasonable, may not be based on a percentage of the net profits from the operation ofthe facility; during the start-up period of the facility, however, compensation may be based on a percentage of either gross revenues, adjusted gross revenues (gross revenues less allowances for bad debts and contractual and similar allowances) or expenses ofthe facility; and

(d) the services provided pursuant to the contract are primarily to third parties and not to the qualified user (e.g., operation of a cafeteria) or the contract term covers the initial start-up period ofthe facility for which there have been insufficient operations to establish a reasonable estimate ofthe amount ofannual gross revenues and expenses (e.g., a contract for general management services for the first year of operation).

2. For contracts for services of non-exempt persons in which at least 80 percent ofthe compensation for services for each annual period during the term ofthe contract is based on a periodic fixed fee (e.g., a stated dollar amount of compensation is paid each month):

(a) the term of the contract, including all renewal options, must not exceed the lesser of 80 percent ofthe reasonably expected useful life ofthe financed property and 10 years.

(b) the compensation, which must be reasonable, may not be based on any percentage ofthe net profits ofthe facility; however, it may be increased automatically if the increase does not exceed the percentage increases determined by a specified objective, extemal standard for computing such increase (e.g., the Consumer Price Index or similar extemal indices that track prices in an area or increases in revenues or costs in an industry). A fee does not fail to qualify as a periodic fixed fee as a result of a one-time incentive award during the term ofthe contract under which compensation automatically increases when a gross revenue or expense target (but not both) is reached if that award is equal to a single, stated dollar amount.

3. For contracts for services of non-exempt persons in which at least 95 percent ofthe compensation for services for each annual period during the term ofthe contract is based on a periodic fixed fee:

(a) the term ofthe contract, including all renewal options, must not exceed the lesser of 80 percent ofthe reasonably expected useful life ofthe financed property and 15 years.

13991140.2 (b) the compensation, which must be reasonable, may not be based on any percentage ofthe net profits ofthe facility; however, it may be increased automatically if the increase does not exceed the percentage increases determined by a specified objective, extemal standard for computing such increase (e.g., the Consumer Price Index or similar extemal indices that track prices in an area or increases in revenues or costs in an industry). A fee does not fail to qualify as a periodic fixed fee as a result of a one-time incentive award during the term ofthe contract under which compensation automatically increases when a gross revenue or expense target (but not both) is reached if that award is equal to a single, stated dollar amount.

4. For contracts for services of non-exempt persons in which at least 50 percent ofthe compensation for services for each annual period during the term ofthe contract is based on a periodic fixed fee and no amount of compensation is based on a capitation fee (fixed amount paid per person served where service provided varies significantly among persons served) or a per-unit fee (stated dollar amount paid for each service provided) or any combination thereof:

(a) the term of the contract (including renewal options) may not exceed five years;

(b) the contract is cancelable by the qualified user without cause or penalty upon reasonable notice at the end ofthe third year ofthe contract term; and

(c) the compensation, which must be reasonable, may not be based on any percentage ofthe net profits ofthe facility; however, it may be increased automatically if the increase does not exceed the percentage increases determined by a specified objective, extemal standard for computing such increase (e.g., the Consumer Price Index or similar extemal indices that track prices in an area or increases in revenues or costs in an industry).

5. For contracts for services of non-exempt persons in which all ofthe compensation is based on a capitation fee or a combination of capitation fee and a periodic fixed fee:

(a) Compensation for the services must be reasonable and cannot be based in any part on the net profits ofthe facility; and

(b) the term of the contract (including renewal options) may not exceed five years and the contract must be cancelable by the qualified user, upon reasonable notice, without cause or penalty at the end ofthe third year ofthe contract term.

6. For contracts for services of non-exempt persons in which all ofthe compensation is based upon a per-unit fee or a combination of a per-unit fee and a periodic fixed fee:

(a) The term of the contract (including renewal options) may not exceed three years and the qualified user must have the option, upon reasonable notice, to cancel the contract without cause or penalty at the end ofthe second year ofthe contract term;

(b) No amount of compensation to the non-exempt person is based on a share of net profits; and

(c) The amount ofthe per-unit fee must be specified in the contract or otherwise specifically limited by the qualified user or an independent third party.

7. With respect to all ofthe above described contracts, the non-exempt person must not have the ability to limit the qualified user's exercise of its rights under the contract. In particular, not VII-2 13991140.2 more than 20 percent ofthe voting power ofthe goveming body ofthe qualified user may be exercisable in the aggregate by the non-exempt person and its respective directors, officers, shareholders and employees. In addition, no member ofthe goveming board ofthe qualified user may be the chief executive officer ofthe non-exempt person or its goveming body and vice versa. Finally, the qualified user and the non-exempt person must not be members ofthe same controlled group, as defined in Section 1.150-1(1) ofthe Treasury Department Regulations, or related persons, as defined in Section 144(a)(3) ofthe Intemal Revenue Code of 1986, as amended.

VII-3 13991140.2 w^^BiCg '^^^ COMMONWEALTH OF MASSACHUSETTS l^^wl OFFICE OF THE ATTORNEY GENERAL ^^B^y/y ONE ASHBURTON PLACE ^^^^"^ BOSTON, MASSACHUSETTS 02108 MARTHA COAKLEY (617) 727-2200 AiTORNEY GENERAL , www.mass.gov/ago

CERTIFICATE CONCERNING LITIGATION

Re: $3 50,000,000 The Commonwealth of Massachusetts General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

1, Martha Coakley, hereby certify that 1 am the Attorney General of The Commonwealth of Massachusetts. Reference is made to (i) the Official Notice of Sale dated May 21, 2012, as supplemented by the Supplement thereto dated May 21, 2012 (the "Notice of Sale"), relating to the Bonds, (ii) the Preliminary Official Statement relating to the Bonds dated May 21, 2012 (the "Preliminary Official Statement") and (iii) the Official Statement relating to the Bonds dated May 22, 2012 (the "Official Statement"). This certificate is rendered pursuant to the Notice of Sale.

1 certify on behalf of the Office ofthe Attomey General that, as ofthe date hereof, the following statements are true and correct:

No litigation is pending or, to the knowledge ofthe undersigned, threatened seeking to restrain or enjoin the issuance or delivery ofthe Bonds or the levy or collection of any material portion ofthe taxes or other revenues ofthe Commonwealth (except as described in the Official Statement under the heading "LITIGATION"), or in any manner questioning the proceedings or authorify under which the Bonds are issued, or affecting the validify ofthe Bonds, or contesting in any way the completeness, accuracy or fairness ofthe Preliminary Official Statement or the Official Statement or contesting the title to his or her office of any Commonwealth official signing any ofthe Bonds or the Official Statement.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as ofthe T' day ofJune, 2012.

-HAAMM^ CmMu4 Martha Coakley Attomey General

w THE COMMONWEALTH OF MASSACHUSETTS

Re: $350,000,000 The Commonwealth of Massachusetts General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

Debt Limit Certification

We, Steven Grossman and Martin J. Benison, hereby certify that we are the Treasurer and Receiver- General and Comptroller, respectively, of The Commonwealth of Massachusetts (the "Commonwealth") and, in connection with the issuance ofthe above-referenced Bonds, hereby further certify as follows:

As computed in accordance with the provisions of Section 60A of Chapter 29 ofthe General Laws, the sum ofthe principal amounts of all direct bonds issued by the Commonwealth and currently outstanding as of June 1,2012, not including the Bonds, is the amount set forth on Schedule A hereto.

As computed in accordance with the provisions ofthe aforesaid Section 60 A, the debt limit for all direct bonds issued by the Commonwealth and outstanding as ofthe date hereof is the amount set forth on Schedule A hereto.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS IN WITNESS WHEREOF, we hereby execute this Certificate this T' day ofJune, 2012.

Steven Grossman Treasurer and Receiver-General

lartin J. Benispn Comptroller

Signature Page to Debt Limit Certification SCHEDULE A

Outstanding Direct Bonds (not including the Bonds) as ofJune I, 2012 = $16,366,095,431.12

Outstanding Bonds as ofJune 1, 2012 = $350,000,000

Debt Limit: $ 18,944,545,614.73

13863988.: CERTIFICATE AS TO ALLOCATION OF BOND PROCEEDS

The undersigned, Steven Grossman, Treasurer and Receiver-General of The Commonwealth of Massachusetts (the "Commonwealth"), hereby certifies as follows:

1. The Commonwealth is issuing, as ofthe date hereof, its $350,000,000 The Commonwealth of Massachusetts General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds"). Pursuant to the provisions of Section 49 of Chapter 29 ofthe Massachusetts General Laws, as amended, the Bonds are being consolidated and $379,840,399.95 of net proceeds ofthe Bonds are being allocated to one or more ofthe various bond authorizations described on Schedule A hereto.

2. In accordance with the provisions of said Section 49, that portion ofthe proceeds ofthe Bonds as described on Schedule B hereto shall be allocated as ofthe date hereof to the reporting categories as described on Schedule B hereto. In the case of proceeds being allocated to reimburse the Commonwealth for previously expended amounts, as shown on Schedule B. such expenditures have not been previously allocated proceeds of any bonds issued by the Commonwealth.

3. In accordance with the provisions of said Section 49, that portion ofthe proceeds ofthe Bonds not described in Schedule B will be allocated to one or more ofthe reporting categories described in Schedule A hereto subsequent to the date hereof as expenditures are made, subject to the approval of bond counsel.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS IN WITNESS WHEREOF, the undersigned has executed this certificate this 1'^ day ofJune, 2012,

Steven Grossman Treasurer and Receiver-General The Commonwealth of Massachusetts

Signature Page to Certificate as to Allocation of Bond Proceeds Schedule A

THE COMMONWEALTH OF MASSACHUSETTS

General Obligation Bonds, Consolidated Loan of 2012, Series B

COPY OF COMPTROLLER'S BONDS AUTHORIZED AND UNISSUED REPORT

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FUND: 0200 General Capital Projects Fund

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND tWISStJIED

062C RAIL TRANS ASSISTANCE LOAN ACT $22, 078,,4 7 $1,,087 ,, 947.6, 8 ($32, 416.24) $2, 740,.550 , 063C CAPITAL OUTLAY LOAN '04 - A04C $53, 851..2 1 $2,,790 ,,000 ,.0 0 $0.00 $13, 807, 157. 064C MBTA SUBWAY & COMMUTER RAIL LO $0. 00 $0. 00 $0.00 $849, 750, 000. 066C COURT IMP LOAN '04 - A04C290S3 $8,.800 , 803,.3 7 $19, 245, 636. 54 ($822, 119.11) $51, 212, 214. 067C HOUSING PROD & MOD '04 - A04C2 $3,,408 , 879..4 8 $5,,527 , 024,.2 6 ($10, 622.00) $3, 613,,497 . 073C Housing for Low & Mocierate Inc $50, 177, 634. 94 $70, 258, 082. 85 ($895, 715.24) $495, 956, 916. 074C Housing for Low & Moderate Inc $53, 244, 270. 18 $67, 350, 370. 49 ($5,001, 999.42) $361,.511 ,,915 , 075C CH 240 ACTS OF 2010 SEC 2B $0,.0 0 $0..0 0 $0.00 $25, 000, 000. 555C A08 C258 S3 Public Higher Educ 203,. 473,570 ..6 4 $196,,140 , 310..6 0 ($33,492, 030.01) $1,782, 173, 273. 563C A08 C304 S16 Capital Facilitie $4,,005 ,,76 4 .25 $12, 708, 409. 12 ($5,762, 008.59) $312, 654, 153. 564C A08 C304 317 Capital Improveme $31, 829, 946. 39 $77, 587, 310. 88 ($14,899,.666.90 ) $192, 481, 018. 565C A08 C304 318 Capital Improveme $49, 928, 164. 23 $81, 136, 301. 67 ($16,910,.533.63 ) $632, 206, 096. 565L A08 C304 318 Capital Improveme $39,,021 , 479.,3 9 $43,,003 , 073..6 2 ($12,798,,692.61 ) $622,, 137,10, 8 565T A08 C304 318 Capital Improveme ?532,,49 6 .38 ?733,,33 1 .47 ($3,288,,093.69 ) $283,, 610,43, 3 566L A08 C304 S19 Capital Improveme $15,.446 , 001.,9 7 $13,,961 , 668.,1 8 ($44,481,,778.68 ) $560,, 006,377, , 567C A08 C312 315 Preservation/Impr $55,.762 , 723.,0 6 $72,.876 , 947.,4 1 ($10,994,,079.60 ) $954,,989 ,,72 5 568C A08 C312 316 Environmental Tr $12, 281, 728.,6 9 $10,,728 , 365.,0 0 ($1,366,.781.25 ) $266,. 902,56, 3 569C A08 C130 S46 Life Sciences Cen $2,, 042.66, 3 .57 $25,,528 , 540.,3 4 ($836,,333.90 ) $401,, 378,, 997, 570T A08 C231 32 MA Broadband Bill $18,, 620,426 ..9 8 $6 ,942,,81 8 .26 ($3,096,,627.84 ) $21,.717 , 054,

AHT2 Affordable Housing Trust Fund $4, 852,.7 5 $0 .00 $0.00 $li,462 ,, 187 BREF PROCEEDS OF BOND REFUNDING $0 .00 $82,.978 ,,579 ,,2 6 $0.00 $0 CEA7 Capital Expenditure Act of 200 $30,,292 ,.445 ,.5 3 $52,,121 ,, 183.6, 6 ($6,129,,018.08 ) $83,, 991,43, 8 Q123 CH 123A 06 S2BTAX $4,, 446,18, 2 .62 $5 ,352,,19 8 .04 ($319,,706.98 ) $33,,380 ,,169 ,

FUND TOTALS: $628,877,544.55 $908,201,962.99 ($168,612,139.30) $8,807,176,718.37 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0201 Capital Investinent Trust Fund

SUB NET LIQUID AUTHORIZED FtJND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

028C CAPITAL INVESTMENT TRUST FUND $0.00 $0.00 $0.00 $101,968.40

FUND TOTALS: $0.00 $0.00 $0.00 $101,968.40 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0203 Convention Center and Exhibition Center Projects Fund

SUB NET LIQUID AUTHORIZED FUND ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

032C S.0.BND3(CONV.CTR)A97C152311 $0.00 $0.00 $8,392,626.94 $0.00

FUND TOTALS: $0.00 $0.00 $8,392,626.94 $0.00 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0204 Capital Improvement amd Investment Trust Fund

SUB NET LIQUID AUTHORIZED FUND ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

041C C55 ACTS OF 1999 S2A $0.00 $0.00 ($80,791.57) $150,.364.9 2 043C A2000C236381 $0.00 $0.00 ($40, 322.49) $3,517,.963.4 9 BREF Proceeds of Bond Refunding $0.00 $1,685,480.35 $0.00 $0.00

FUND TOTALS: $0.00 $1,685,480.35 ($121,114.06) $3,668,328.41 o o o o o ooo o o o o o

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FUND: 0210 Highway Capital Projects Fund

SUB NET LIQUID AUTHORIZED FUND ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

553C Trans Imp Bill A08C86S2D $25,861,065.69 $27,073,742.61 ($2,056,420.00) $672,862,747.69 554C C233 8 A. 08 Structurally Defi $261,083,609.22 $250,147,923.20 $278,223,883.44 $2,311,413,298.24 556C A08 C303 S47 Transportation Im $48,459,435.80 $143,592,758.25 ($5,530,550.67) $447,507,933.86 557C A08 C303 348 Transportation Im $69,765,197.13 $65,782,180.38 ($7,028,533.51) $173,758,548.29 558C A08 C303 S49 Transportation Im $65,104,259.56 $7,793,426.88 ($1,509,123.15) $165,517,209.69 558T A08 C303 S49 Transportation Im $0.00 $0.00 $0.00 $20, 000,000.00 559C A08 C303 S50 Transportation Im $372,747.85 $670,937.13 ($160,596.24) $15,546,911.97 560C A08 C303 351 Transportation Im $0.00 $0.00 $0.00 $72,000,000.00 561C A08 C303 352 Transportation Im $0.00 $0.00 $0.00 $40,000,000.00 562C A08 C303 353 Transportation Im $0.00 $0.00 $0.00 $15,366,500.00 572C CH 240 ACTS OF 2010 SEC 2B $199,975.00 $8,359,642.62 $0.00 $35,231,738.69 BREF PROCEEDS OF BOND REFUNDING $0.00 $298,527,844.01 $0.00 $0.00 DR05 Cross Over Refunding 2005-A $0.00 $3,539,853.13 $1,824.49 $0.00

FUND TOTALS: $832,281,240.26 $1,046,611,127.34 $223,784,517.69 $4,871,586,815.01 ooo ooo

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0212 Central Artery Statewide Road & Bridge Infrastructure E\ind

SUB NET LIQUID AUTHORIZED FUND NAME INCUMBRANCE!3 EXPENDITURES ASSET AND UNISSUED

525C CAT/TWT INF LN A2000 A00C87S3 $826,148..2 6 $42,623.21 $5,987,322.41 $5, 029.73 538C GO BOND SALE 2002C $56,664.,1 2 $2,840.42 $86,298.79 $0.00 BREF Bond Refunding $0.,0 0 $44,331,644.72 $0.00 $0.00 C228 C/A CH 228 PROCEEDS $1,774,388..2 6 $1,817,775.98 $19,928,659.81 $0.00 DFSD OP FNDS TRFR A2000 C87S15 $100. 00 $0.00 $1,014.31 $0.00 PKE3 MASS PIKE PMT A2000 C87 Sll $0.,0 0 $0.00 $158.49 $0.00 PRT3 MASS PORT PMT A2000 C87 Sll $100.,0 0 $0.00 $243.31 $0.00 RMVl EXCESS RMV REVENUE3S15C87A2000 $756,452 .78 $24,000,326.12 $28,406,803.11 $0.00

FUND TOTALS: $3,413,853 .42 $70,195,210.45 $54,410,500.23 $5 ,029.73 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA2 65S PAGE 11 RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0240 Metro Parks Capital

SUB NET LIQUID AUTHORIZED TEMPORARY FUND ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED LOANS

0375 Met Parks Dis Loan $0.00 $0.00 $0.07 $87,633.83 $0.00

FUND TOTALS: $0.00 $0.00 $0.07 $87,633.83 $0.00 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0271 Local Aid Capital Fund

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

0373 CHARLES RIV.WTR.QLTY.LN72 $0. ,00 $0.00 $0.00 $4,869.05 0603 LOC SLD WST FAC LiG A87C584327 $0. ,00 $0.00 $10,069.48 $0.00 0607 CRTHSE CONST&REN LN A88C203S28 $0. ,00 $0.00 $0.00 $1,700.00 0608 IMPROVEMENT CT HSES A88C203S24 $0. .00 $0.00 $0.00 $7,187.50 0613 CAP OTLY LN A94C85S3 $8, ,550. 00 $34,257.00 $0.00 $1,019,624.24 0618 TRANSP DEVEL & IMP. A94C273S2K $0. ,00 $0.00 $0.00 $9,902,491.33 700C 700C $0. ,00 $0.00 $10,835.00 ($10,835.00) BREF PROCEEDS OF BOND REFUNDING $0. .00 $46,497,427.79 $0.00 $0.00 SBAl MASS SCHOOL BUILD ASSIS FUND L $0. ,00 $0.00 ?0.01 ($0.01)

FUND TOTALS: $8, ,550. 00 $46,531,684.79 $20,904.49 $10,925,037.11 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0278 Government Land Bank Capital Projects Fund

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

0650 GOVT LAND BANK FD LN A77C732S6 $2,498,148.00 $1,012,884.00 $0.00 $8,071,453.57 BREF PROCEEDS OF BOND REFUNDING .$0.00 $89,337.50 $0.00 $0.00

FUND TOTALS: $2,498,148.00 $1,102,221.50 $0.00 $8,071,453.57 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND; 0289 Bond Ahead Fund (Holding account - memo only)

SUB NET LIQUID AUTHORIZED FUND ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

0000 Zero Subfund for 0289 Fund $0.00 $0.00 $113,368.59 $0.00 0286 Bond ahead Sales in Advance of $0.00 $0.00 $3,500,000.00 $0.00

FUND TOTALS: $0.00 $0.00 $3,613,368.59 $0.00

GRAND FUND TOTALS: $1,467,079,336.23 $2,191,323,729.82 ($74,564,581.19) $14,752,893,479.43 Exhibit B The Commonwealth of Massachusetts Office ofthe Comptroller One Ashburton Place, Room 901 Boston, Massachusetts 02108

MARTIN J. BENISON PHONE: (617) 727-5000 COMPTROLLER FAX: (617) 727-2 f 63 INTERN ET: http://www.iTiass.gov/osc DECLARATION OF OFFICIAL INTENT

The undersigned. Comptroller of The Commonwealth of Massachusetts (the "Commonwealth"), her^ states^ the following: Q ^^

1. This shall constitute a "Declaration of Official Intent" pursuant to the provisions of Section 1:^0-2 oT\. U.S. Department of Treasury Regulations.

2. The Commonwealth expects to spend amounts on deposit in its General Fund to pay the costs o^ '•'" Capital expenditures (the "Expenditures") in the amounts and for the purposes as described in the:^ reports referred to in Schedule A hereto. The Commonwealth reasonably expects to reimburse itsSffor ail such Expenditures with the proceeds of debt to be incurred by the Cotnmonweaith. The amounFbf such Expenditures is the maximum principal amount of debt the Commonwealth intends to issue for each such purpose. The maximum principal amount of bonds expected to be issue under each bond authorized to which such Expendimres relate is set forth on Schedule B hereto.

In Wimess Whereof, the undersigned has executed this Declaration of Official Intent this ' day of ^ ^ ' 2012.

THE COMMONWEALTH OF MASSACHUSETTS

BY: Comptroller

SCHEDULE A

The following reports are available for public inspection at the Office ofthe Comptroller, One Ashburton Place, Room 909, Boston MA 02108 and are'hereby incorporated in the Declaration of Official Intent by reference:

1. Amount of Expenditures to be reimbursed bv debt. Such amounts are set forth in the following reports.

Warrant Analysis by Appropriation Type (Capital Expenditures) MMARS Report NAP625 W Summary of Warranted Payments by Fund MMARS Report NAP627WS Detail Monthly Warranted Payments by Fund/Class MMARS Report NAP627WD

2. Purpose of Expenditures. The Expenditures Classification Handbook outlines a description of expenditures incorporated herein by reference.

SCHEDULE B- BONDS AUTHORIZED AND UNISSUED AS OF:

Month t^fsH Day 2012 MMARS REPORT NGA265S SCHEDULE C-BOND FUNDS

Fund - 182 Capita] Expenditure Reserve Fund Established for the purpose of recording Central Artery / Third Harbor Tunnel expenditures funded by revenues received from the Massachusetts Turnpike Authority and the Massachusetts Port Authority.

Fund - 200 General Capital Projects Various purpose capital projects which include asbestos removal from schools, pier redevelopment, water pollution control faciiilies, public housing, public buildings, correctional facilities environmental facilities, airport facilities, cultural facilities, and mass transit all as more particularly described in Schedule B above.

Fund - 201 Capital Investment Trust Fund Various purpose capital projects which includes appropriations for infrastructure, economic development, information technology and housing. These appropriations are fiinded by transfers of operating surpluses.

Fund - 202 Capital Reserve Offset Fund Surplus operating revenue as detennined by the Comptroller in accordance with Section 5C of Chapter 29 MOL to be applied to various bond authorizations in lieu of proceeds from the issuance of long term debt.

Fund - 203 Boston Convention and Exhibition Center Fund Various convention center projects includes Boston convention center project, Springfield Civic Center, Worcester Convention Center, basketball hall of fame all as more particularly described in Schedule B above.

Fund - 204 Capital Improvement and Investment Trust Fund Various purpose capital projects which includes appropriations for infrastmcture, economic development, information technology and housing. Transfers of operating surpluses fund these appropriations.

Fund - 210 Highway capital Proiects Various highway and related transportation projects, ail more particularly described in Schedule B above.

Fund - 220 ' Inland Fish and Game Capital Proiects Various fish and game capital projects, all as more particularly described in Schedule B above.

Fund - 230 State Recreation Area Capital Proiects Various capital projects for recreation areas within the Commonwealth, all as more particularly described in Schedule B above.

Fund - 240 Metro Parks Capital Proiects Various parks projects within thc metropolitan Boston area, all as more particularly described in Schedule B above.

Fund - 270 General Obligation Federally Assisted Housing Various federally assisted housing projects, all more particularly described in Schedule B above.

Fund - 271 Local Aid capital Proiects Various projects for municipalities including schools, highway improvements, library facilities, water pollution abatement, solid waste facilittes, community development facilities, and courthouse facilities, all more particularly described, in Schedule B above.

Fund-272 LOCICUD Facilities Various correctional facilities, all as more particularly described in Schedule B above.

Fund-273 Suffolk Courttv Jail Con^tmctionof new Suffolk County iail, ail as more particularly described in Schedule B

above. •

Fund - 274 Countv Coirectional Institution County correctional facilities, as more particularly described iivSchedule B above.

Fund - 275 Local Infi^structtire Various municipal capital projects, all as more particulariy described in Schedule B above. Fund - 276 Water Pollution Control Various water pollution control projects, all as more particulariy desaibed in Schedule B above. Fund - 278 Govemment Land Bank Various capitaJ projects for the Massachusetts GovenuijCDt Land Bank, all as more

particularly described in Schedule B ^ve.

Fund - 279 Environmental Challenge Various environmental facilities, all more particularly described in Schedule B above.

Fund - 280 Intercity Bus Capital Proiects Variotis intercity bus capital projects, all as more particulariy described in Schedule B above. CERTIFICATE OF THE COMPTROLLER

Re: $350,000,000 The Commonwealth of Massachusetts General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I, the undersigned, Martin J. Benison, hereby certify that I am Comptroller of The Commonwealth of Massachusetts (the "Commonwealth") and, in connection with the issuance ofthe Bonds, hereby certify as follows:

1. Attached as Exhibit A is the Bonds Authorized and Unissued Report NGA265S which was prepared in the Office of the Comptroller from records maintained therein and lists the bond funds ofthe Commonwealth.

2. The column captioned "Net Liquid Assets" on the attached Exhibit A indicates, where the amount is followed by the designation " -," an amount of money which, as of May 30, 2012, has actually been expended from the General Fund ofthe Commonwealth on projects authorized to be financed from the Sub Fund in question.

3. With respect to the amounts referred to in paragraph 2 hereof, the Commonwealth intended to reimburse itself from the proceeds ofthe sale of bonds issued for such purposes. All such expenditures were made after the Commonwealth issued a Declaration of Official Intent through the Comptroller in the form attached hereto as Exhibit B (in each case relating to weekly expenditures to be made from the Commonwealth's General Fund) and each such Declaration of Intent was available for inspection by the general public at the office ofthe Comptroller ofthe Commonwealth.

4. The Office ofthe Comptroller also provides the Office ofthe Treasurer and Receiver-General of the Commonwealth (the "Treasurer's Office") with a Monthly Bond Fund Report NGA264SD that describes the detail of expenditures by Sub Fund that have occurred within the previous 18-month period from the date of such report. The Treasurer's Office may rely on such report to determine the actual date of expenditures for reimbursement purposes. For purposes of this bond issue, such expenditures shall have occurred after November 24, 2010.

5. The column captioned "Authorized and Unissued" on the attached Exhibit A indicates, for a particular Sub Fund, the amount, as of May 30, 2012, of authorized but unissued bonds ofthe Commonwealth relating to such Sub Fund less the amount of any appropriations relating to such bond authorization which have expired or reverted and less the amount of any federal or other revenues which have been received by the Commonwealth and credited to such Sub Fund to finance projects relating to such Sub Funds. IN WITNESS WHEREOF, the undersigned has hereby executed this Certificate as ofthe T' day ofJune, 2012.

frtin J. Ben^/n Comptroller o^he Commonwealth of Massachusetts

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FUND: 0200 General Capital Projects Funci

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

062C RAIL TRANS ASSISTANCE LOAN ACT $22,,07 8 .47 $1.,087 ,, 947,6 8 ($32, 416.24) $2,,740 , 063C CAPITAL OUTLAY LOAN '04 - A04C $53,,85 1 .21 $2 ,790,,00 0 .00 $0.00 $13,,807 , 064C MBTA SUBWAY & COMMUTER RAIL LO $0 .00 $0 .00 $0.00 $849,,750 , 066C COURT IMP LOAN '04 - A04C290S3 $8,,800 ,,80 3 .37 $19,,245 ,, 636.5, 4 ($822,,119.11 ) $51,,212 , 067C HOOSING PROD & MOD '04 - A04C2 $3,.408 ,,87 9 .48 $5,,527 ,, 024.2 6 ($10, 622.00) $3,,613 , 073C Housing for Low & Mocierate Inc $50, 177, 634, 94 $70, 258, 082. 85 ($895, 715.24) $495,.956 , 074C Housing for Low & Mocierate Inc $53,,244 , 270,,1 8 $67,,350 ,,370 ..4 9 ($5,001,.999.42 ) $361,,511 , 075C CH 240 ACTS OF 2010 SEC 2B $0 .00 $0,.0 0 $0.00 $25, 000, 555C A08 C258 S3 Public Higher Educ $203,,473 ,.57 0 .64 $196,,140 ,,31 0 .60 ($33,492,,030.01 ) $1,782, 173, 563C A08 C304 316 Capital Facilitie $4,,005 , 764,.2 5 $12, 708, 409. 12 ($5,762, 008.59) $312, 654, 564C AOB C304 317 Capital Improveme $31, 829, 946, 39 $77, 587, 310. 88 ($14,899,.666.90 ) $192,.481 , 565C A08 C304 S18 Capital Improveme $49, 928, 164,,2 3 $81,.136 , 301. 67 ($16,910,,533.63 ) $632,,206 , 565L A08 C304 SIB Capital Improveme $39, 021, 479,.3 9 $43,,003 , 073.,6 2 ($12,798,,692.61 ) $622,, 137, 565T AOB C304 318 Capital Improveme ?532,,49 6 .38 5733,.33 1 .47 ($3,288,.093.69 ) $283,, 610, 566L A08 C304 S19 Capital Improveme $15, 446, 001. 97 $13, 961, 668. 18 ($44,481,.778.68 ) $560, 006, 567C A08 C312 S15 Preservation/Impr $55, 762, 723. 06 $72, 876, 947. 41 ($10,994,,079.60 ) $954, 989, 568C A08 C312 316 Environmental Tr $12, 281, 728.,6 9 $10, 728, 365. 00 ($1,366, 781.25) $266,,902 , 569C AOB C130 346 Life Sciences Cen $2,,042 ,,66 3 .57 $25,.528 , 540. 34 ($836,,333.90 ) $401,.378 , 570T AOB C231 S2 MA Broadband Bill $18, 620, 426. 98 $6,,942 ,.818 ,.2 6 ($3,096, 627.84) $21, 717, AHT2 Affordable Housing Trust Fund $4, 852. 75 $0.,0 0 $0.00 $1, 462, BREF PROCEEDS OF BOND REFUNDING $0..0 0 $82, 978, 579. 26 $0.00 CEA7 Capital Expenditure Act of 200 $30, 292, 445. 53 $52, 121, 183. 66 ($6,129, 018.08) $83, 991, Q123 CH 123A 06 S2BTAX $4,,446 ,,18 2 .62 $5,,352 ,, 198.0 4 ($319,.706.98 ) $33, 380,

FUND TOTALS: $628,877,544.55 $908,201,962.99 ($168,612,139.30) $8,807,176,718.37 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0201 Capital Investment Trust Fund

sxra NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

028C CAPITAL INVESTMENT TRUST FOND $0.00 $0.00 $0.00 $101,968.40

FUND TOTALS: $0.00 $0.00 $0.00 $101,968.40 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0203 Convention Center and Exhibition Center Projects Fund

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

032C S.O.ENDS{CONV.CTR)A97C152311 $0.00 $0.00 $8,392,626.94

FUND TOTALS: $0.00 $0.00 $8,392,626.94 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0204 Capital Improvement and Inves-tment Trust Fund

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

041C C55 ACTS OF 1999 32A $0.00 $0.00 ($80,791.57) $150,364.92 043C A2000C236S81 $0.00 $0.00 ($40,322.49) $3,517,963.49 BREF Proceeds of Bond Refunding $0.00 $1,685,480.35 $0.00

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FtJND: 0210 Highway Capital Projects Fund

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

553C Trans Imp Bill A08C86S2D $25,861,065.69 $27,073,742.61 ($2,056,420.00) $672,862,747.69 554C C233 8 A. 08 Structurally Defi $261,083,609.22 $250,147,923.20 $278,223,883.44 $2,311,413,298.24 556C A08 C303 347 Transportation Im $48,459,435.80 $143,592,758.25 ($5,530,550.67) $447,507,933.86 557C AOB C303 S48 Transportation Im $69,765,197.13 $65,782,180.38 ($7,028,533.51) $173,758,548.29 558C A08 C303 S49 Transportation Im $65,104,259.56 $7,793,426.88 ($1,509,123.15) $165,517,209.69 55BT A08 C303 S49 Transportation Im $0.00 $0.00 $0.00 $20,000,000.00 559C AOB C303 350 Transportation Im $372,747.85 $670,937.13 ($160,596.24) $15,546,911.97 560C A08 C303 351 Transportation Im $0.00 $0.00 $0.00 $72,000,000.00 561C AOB C303 S52 Transportation Im $0.00 $0.00 $0.00 $40,000,000.00 562C AOB C303 353 Transportation Im $0.00 $0.00 $0.00 $15,366,500.00 572C CH 240 ACTS OF 2010 SEC 2B $199,975.00 $8,359,642.62 $0.00 $35,231,738.69 BREF PROCEEDS OF BOND REFUNDING $0.00 $298,527,844.01 $0.00 DR05 Cross Over Refunding 2005-A $0.00 $3,539,853.13 $1,824.49

FUND TOTALS: $832,281,240.26 $1,046,611,127.34 $223,784,517.69 $4,871,586,815.01 o o o o o o o o o o o o o o o o o o o o o o o o ooooooooooooooooo CA- -CA CA- CO-CA-CA-CACO-CACA-CO-CACACA-CA-CO-CACA-CACA ift

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CNr-COUOOOOOOCJOOOOOrtrHCMCO-^UOCD LncocoCM^OrHCMCMCDr-COCTirHOMCncdFHFHEHFHFHEH C.iC^C^GOr-ir-ir-iC^O.iC^C^CKi'^^-^Oifififtftfifi oootninLnuOLnLnLncnLouoLOuouortUOCJUOO fC rt COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0212 Central Artery Statewide Road S Bridge Infrastructure Fund

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

525C CAT/TWT INF LN A2000 A00C87S3 $826,148.26 $42,623.21 $5,987,322.41 $5, 538C GO BOND SALE 2002C $56,664.12 $2,840.42 $86,298.79 BREF Bond Refunding $0.00 $44,331,644.72 $0.00 C228 C/A CH 228 PROCEEDS $1,774,388.26 $1,817,775.98 $19,928,659.81 DFSD OP FNDS TRFR A2000 C87315 $100.00 $0. 00 $1,014.31 PKE3 MASS PIKE PMT A2000 C87 Sll $0.00 $0.00 $158.49 PRT3 MASS PORT PMT A2000 C87 Sll $100.00 $0.00 $243.31 RMVl EXCESS RMV REVENDESS15C87A2000 $756,452.78 $24,000,326.12 $28,406,803.11

FUND TOTALS: $3,413,853.42 $70,195,210.45 $54,410,500.23 $5, COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0240 Metro Parks Capital

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

0375 Met Parks Dis Loan $0.00 $0.00 $0.07 $87,633.83

FUND TOTALS: $0.00 $0.00 $0.07 $87,633.83 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RtJN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FOND: 0271 Local Aid Capital Fund

SUB NET LIQUID AUTHORIZED FUND ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

0373 CHARLES RIV.WTR.QLTY.LN72 $0.00 $0.00 $0.00 $4,869.05 0603 LOC SLD WST FAC L&G A87C584S27 $0.00 $0.00 $10, .069.48 0607 CRTHSE CONST&REN LN A88C203328 $0.00 $0.00 $0.00 $1,700.00 0608 IMPROVEMENT CT HSES A8BC203S24 $0.00 $0.00 $0.00 $7,187.50 0613 CAP OTLY LN A94C85S3 $8,550.00 $34, ,257.00 $0.00 $1,019,624.24 0618 TRANSP DEVEL & IMP. A94C273S2K $0.00 $0.00 $0.00 $9,902,491.33 700C 700C $0.00 $0.00 $10, 835.00 ($10,835.00) BREF PROCEEDS OF BOND REFUNDING $0.00 $46, .497, 427.79 $0.00 SBAl MASS SCHOOL BUILD ASSIS FUND L $0.00 $0.00 $0.01

FUND TOTALS: $8,550.00 $46, ,531, ,684.79 $20, .904.49 $10,925,037.11 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RUN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

0278 Government Land Bank Capital Projects Fund

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

0650 GOVT LAND BANK FD LN A77C732S6 $2,498,148.00 $1,012,884.00 $0.00 $8,071,453.57 BREF PROCEEDS OF BOND REFUNDING •-$0.00 $89,337.50 $0.00

FUND TOTALS: $2,498,148.00 $1,102,221.50 $0.00 $8,071,453.57 COMMONWEALTH OF MASSACHUSETTS REPORT ID: NGA265S RUN DATE: 05-30-2012 BONDS AUTHORIZED AND UNISSUED RtJN TIME: 01:20:01 THROUGH PERIOD 11, FY 2012

FUND: 0289 Bond Ahead Fund (Holding account - memo only)

SUB NET LIQUID AUTHORIZED FUND NAME ENCUMBRANCES EXPENDITURES ASSET AND UNISSUED

0000 Zero Subfund for 02 8 9 Fund $0.00 $0.00 $113,368.59 0286 Bond ahead Sales in Advance of $0.00 $0.00 $3,500,000.00

FUND TOTALS: $0.00 $0.00 $3,613,368.59 $0.00

GRAND FUND TOTALS: $1,467,079,336.23 $2,191,323,729.82 ($74,564,581.19) $14,752,893,479.43 Exhibit B The Commonwealth of Massachusetts Office of the Comptroller One Ashburton Place, Room 901 Boston, Massachusetts 02108

MARTIN J. BENISON PHONE: (617) 727-5000 COMPTROLLER FAX: (617) 727-2 [63 INTERN ET; http://www.mass.gov/osc DECLARATION OF OFFICIAL INTENT m The undersigned. Comptroller of The Commonwealth of Massachusetts (the "Commonwealth"), her^|' states^ the following: Q -J-: 1. This shall constitute a "Declaration of Official Intent" pursuant to the provisions of Section 1^0-2 oT^ U.S. Department of Treasiuy Regulations. 1 •==i 2. The Commonwealth expects to spend amounts on deposit in its General Fund to pay the costs o^ '~ Capital expenditures (the "Expenditures") in the amounts and for the purposes as described in th^:j reports referred to in Schedule A hereto. The Commonwealth reasonably expects to reimburse its^for all such Expenditures with the proceeds of debt to be incurred by the Commonwealth. The amouriTof such Expenditures is the maximum principal amount of debt the Commonwealth intends to issue for each such puipose. The maximum principal amount of bonds expected to be issue under each bond authorized to which such Expenditures relate is set forth on Schedule B hereto. ^5' In Witness Whereof, the undersigned has executed this Declaration of Official Intent this day of_ 2012.

THE COMMONWEALTH OF MASSACHUSETTS

BY: Comptroll

SCHEDULE A

The foUowing reports are available for public inspection at the Office ofthe Comptroller, One Ashburton Place, Room 909, Boston MA 02108 and are'hereby incorporated in the Declaration of Official Intent by reference:

1. Amount of Expenditures to be reimbursed by debt. Such amounts are set forth in the following reports.

Warrant Analysis by Appropriation Type (Capital Expenditxures) MMARS Report NAP625W Summary of Warranted Payments by Fund MMARS Report NAP627WS Detail Monthly Warranted Payments by Fund/Class MMARS Report NAF627 WD

2. Purpose of Expenditures. The Expenditures Classification Handbook outlines a description of expenditures incorporated herein by reference.

SCHEDULE B- BONDS AUTHORIZED AND UNISSUED AS OF:

Month_^)2i£Li__Day 2012 MMARS REPORT NGA265S SCHEDULE C-BOND FUNDS

Fund-182 Capital Expenditure Reserve Fund Established for the purpose of recording Central Artery/Third Harbor Tunnel expenditures funded by revenues received fi-om the Massachusetts Tumpike Authority and the Massachusetts Port Authority.

Fund - 200 General Capital Proiects Various purpose capital projects which include asbestos removal from schools, pier redevelopment, water pollution control facilities, public housing, public buildings, correctional facilities environmental facilities, airport facilities, cultural facilities, and mass transit all as more particularly described in Schedule B above.

Fund -- 201 Capital Investment Trust Fund Various purpose capital projects which includes appropriations for infrastructure, economic development, information technology and liousing. These appropriations are funded by transfers of operating surpluses.

Fund - 202 Capital Reserve Offset Fund Surplus operating revenue as determined by the Comptroller in accordance with Section 5C of Chapter 29 MGL to be applied to various bond authorizations in lieu of proceeds from the issuance of long term debt.

Fund - 203 Boston Convention and Exhibition Center Fund Various convention center projects includes Boston convention center project, Springfield Civic Center, Worcester Convention Center, basketball hall of fame all as more particularly described in Schedule B aboye.

Fund - 204 Capital Improvement and investment Trust Fund Various puipose capital projects which includes appropriations for infrastructure, economic development, information technology and housing. Transfers of operating surpluses fund these appropriations.

Fund - 2i0 Highway capital Proiects Various highway and related transportation projects, all more particularly described in Schedule B above.

Fund - 220 ' Inland Fish and Game Capital Projects Various fish and game capital projects, all as more particularly described in Schedule B above.

Fund-230 State Recreation Area Capital Proiects Various capital projects for recreation areas within the Commonwealth, all as more particularly described in Schedule B above.

Fund — 240 Metro Parks Capital Proiects Various parks projects within thc metropolitan Boston area, all as more particularly described in Schedule B above.

Fund - 270 General Obligation Federally Assisted Housing Various federally assisted housing projects, all more particularly described in Schedule B above.

Fund -- 271 Local Aid capital Proiects Various projects for municipalities including schools, highway improvements, library facilities, water pollution abatement, solid waste facilities, community development facilities, and courthouse facilities, all more particularly described, in Schedule B above.

Fund - 272 Loclaip Facilities Various conrectional facilities, all as more particularly described in Schedule B above.

Fund-273 Suffolk Countv Jail Con?tructionof new Suffolk County Jail, all as more particularly described in Schedule B

above. •

Fund - 274 Countv Correctional Institution County correctional facilities, as more particularly described in-Scheduie B above.

Fund - 275 Local Infrastructtire Various municipal capital projects, all as more partioilariy described in Schedule B above. Fund-276 Water Pollution Control Various water pollution control projects, all as more particularly described in Schedule B above. ' Fund - 278 Govemment Land Bank Various capital projects for the Massachusetts Ooverameot Land Bank, all as more

particularly described in Schedule B above.

Fund - 279 Environmental Challenge Various environmental facilities, all more particularly described in Schedule B above.

Fund-280 Intercity Bus Capital Proiects Various intercity bus capital projects, all as more particularly described in Schedule B above. June 1,2012

Merrill Lynch, Pierce, Fenner & Smith Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. Incorporated, as purchaser One Financial Center One Bryant Park Boston, Massachusetts 02111 New York, New York 10036

Nixon Peabody LLP 100 Summer Street Boston, Massachusetts 02110

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds"), as described in the Preliminary Official Statement dated May 21, 2012 (the "Preliminary Official Statemenf) and the Official Statement dated May 22, 2012 (the "Official Statemenf), relating to the Bonds.

We, the undersigned, Steven Grossman and Jay Gonzalez, hereby certify that we are the Treasurer and Receiver-General and the Secretary of Administration and Finance, respectively, of the Commonwealth. This certification refers to the Preliminary Official Statement and the Official Statement, including the Commonwealth's Information Statement dated May 8,2012, attached thereto as Appendix A.

We hereby further certify that, except for the initial offering prices or yields of the Bonds on the inside cover page of the Official Statement and any other information conceming the reoffering of the Bonds included therein at the request ofthe successful bidder and the information in the Preliminary Official Statement and Official Statement under the heading "BOOK-ENTRY-ONLY SYSTEM" and in any Appendix other than Appendix A, to the best of our respective knowledge and belief, the Preliminary Official Statement, as of May 22, 2012, and the Official Statement, as of May 22, 2012 and as ofthe date hereof, did not and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Steven Grossman JayiGonzalez Treasurer and Receiver-General Secretary of Administration and Finance

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txfi^^_,Msc0e*f^ ^i^te4€s/ June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Cotnmonweaith of Massachusetts State House Boston, Massachusetts 02133

Re: The Cormnonwealth of Massachusetts (the "Commonwealth") General Obhgation Bonds, Consohdated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Office of the Treasurer and Receiver-General, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any imtrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light ofthe circumstances under which they were made, not misleading.

This letter shall not be constmed as including reference to any information fumished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure coimsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

ferytru.

b\A Barnes A. MacDonald first Deputy Treasurer and Receiver General

(Pfimw: 617.367.3900 • Offke: OneJlsfiBurton

I PRINTEO ON RECYCLED pAreB ^As

,^<^a4^ne^ i^i^€' ,J/^si^ ^-i^^ad^H&i^

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction ofthe Office ofthe Treasurer and Receiver-General, to the best of my knowledge and belief, the Information Statement, as of May 21,2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrae statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light ofthe circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information fumished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery ofthe Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very truly yours,

-fii A. IVfacNaught Assistant Treasurer

(pHone: 617367.3900 • (>fftce: One JisfiBurton

® PRIMTKI ON RECVCLED PAPER THE COMMONWEALTH OF MASSACHUSETTS EXECUTIVE OFFICE FOR ADMINISTRATION AND FINANCE STATE HOUSE • ROOM 373 BOSTON, MA 02133 DEVAL L. PATRICK GOVERNOR TEL: (617)727-2040 FAX: (617)727-2779 TIMOTHY P. MURRAY LIEUTENANT GOVERNOR www.mass.gov/anf

JAY GONZALEZ SECRETARY

June 1, 2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133 Re: The Commonwealth of Massachusetts (the "Coimnonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Infonnation Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Executive Office for Administration and Finance, to the best of my knowledge and behef, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as of the date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

This letter shall not be constraed as mcluding reference to any information fiimished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very traly yours. ]f]J^l(^/^ Matthew Goizkowicz Undersecretary THE COMMONWEALTH OF MASSACHUSETTS

EXECUTIVE OFFICE FOR

ADMINISTRATION AND FINANCE STATE HOUSE • ROOM 373

DEVALLPATRICK BOSTON, MA 02133 GOVERNOR TEL: (617)727-2040 TIMOTHY P MURRAY f"^" (617)727-2779 LI^?JN"ANTGOVE3R www.mass.gov/anf

JAY GONZALEZ SECRETARY

June 1, 2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General ObUgation Bonds, ConsoUdated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows;

With respect to matters within the jurisdiction of the Executive Office for Administration and Finance, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrae statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances vmder which they were made, not misleading.

This letter shall not be constraed as including reference to any uiformation fiimished by the underwriters conceming any debt obligations issued under or in conjunction with the dehvery of the Preliminary Official Statement or the OflBcial Statement. You may deUver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

VerV eryy tral ixuiyy yours yours. ^ ^

Scott Jor^n Assistant Secretary for Capital Finance THE COMMONWEALTH OF MASSACHUSETTS

EXECUTIVE OFFICE FOR

ADMINISTRATION AND FINANCE STATE HOUSE • ROOM 373 BOSTON, MA 02133 DEVAL L. PATRICK GOVERNOR TEL: (617)727-2040 FAX: (617)727-2779 TIMOTHY P. MURRAY LIEUTENANT GOVERNOR wvi/w.mass.gov/anf

JAY GONZALEZ SECRETARY

June 1, 2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Fiscal Affairs Division of the Executive Office for Administration and Finance, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrae statement of a material fact or omit to state a material fact necessary to make the statements made flierein, in Ught ofthe circumstances under which they were made, not misleading.

This letter shall not be constraed as including reference to any information fiimished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deUver a copy of this letter to bond counsel and special disclosure counsel tp the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

y yours.

fi Michael B. Esmond Budget Director THE COMMONWEALTH OF MASSACHUSETTS EXECUTIVE OFFICE FOR ADMINISTRATION AND FINANCE STATEHOUSE • ROOM 373

DEVALLPATRICK BOSTON. MA 02133 GOVERNOR TEL: (617)727-2040 TIMOTHY P. MURRAY ^ IHV^IT LIEUTENANT GOVERNOR www.mass.gov/anf JAY GONZALEZ SECRETARY

June 1, 2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Infomiation Statement dated May 8, 2012 (the "Information Statemenf) attached as Appendrs A to the Preluninary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters wdthin the jurisdiction of the Fiscal Affairs Division of the Executive Office for Administration and Finance, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrae statement of a material fact or omit to state a material fact necessary to make the statements made therein, in Ught ofthe circumstances under which they were made, not misleading.

This letter shall not be constraed as including reference to any information fiimished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Director of Finance The Commonwealth of Massachusetts Office ofthe Comptroller One Ashburton Place, Room 901 Boston, Massachusetts 02108

MARTIN J. BENISON PHONE: (617) 727-5000 COMPTROLLER FAX: (617) 727-2163 INTERNET: http://www.mass.gov/osc

June 1, 2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Fmance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obhgation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters withm the jurisdiction of the Office of the Comptroller, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22,2012 and as of the date hereof, did not and does not contain any untrae statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light ofthe circumstances under which they were made, not misleading.

This letter shall not be constraed as including reference to any mformation fiimished by the underwriters conceming any debt obUgations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters. The Commonwealth of Massachusetts Office ofthe Comptroller One Ashburton Place, Room 901 Boston, Massachusetts 02108

MARTIN J. BENISON PHONE: (617) 727-5000 COMPTROLLER FAX: (617) 727-2163 INTERNET: http://www.mass.gov/osc

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Infonnation Statement dated May 8, 2012 (the "Information Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Office of the Comptroller, to the best of my knowledge and belief, the Uiformation Statement, as of May 21,2012, as of May 22,2012 and as of the date hereof, did not and does not contain any untrae statement of a material fact or omit to state a material fact necessary to make the statements made therein, m Ught ofthe ckcumstances under which they were made, not misleadmg.

This letter shall not be constraed as including reference to any information fiimished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preluninary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said undervmters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very traly yours,

Howard^erkowitz ^ Deputy Comptroller Q)^tHirtmen^ of ^Re(>emi&

AMY A. FITTER COMMISSIONER

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Fmance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General ObUgation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction ofthe Department ofRevenue, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrae statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

This letter shall not be constraed as including reference to any uiformation fumished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preluninary Official Statement or the Official Statement You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Amy Fitter Commissioner

I printed on recycled paper iHe CommonweaCtd ofMassacHiisetts (Department of (Revenue office of the l^cu^^oCicy and^naCysis XazirrTozyurt 100 CamBridge Street director (Boston, MA 02114

June 1,20J2

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Infonnation Statement dated May 8, 2012 (the "Information Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction ofthe Department ofRevenue, to the best of my knowledge and belief, the Information Statement, as of May 21,2012, as of May 22,2012 and as ofthe date hereof, did not and does not contain any untrae statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light ofthe circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any infonnation fumished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very/traly yours.

^[CazimOzyurt director. Office of Tax Policy Analysis Massachusetts Department of Revenue Division of Local Services Atny A. Pmer, Commissiotier RobettG. Nunes, Deputy CotT}misslof)er& Director of Municipal Affairs

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds,

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Division of Local Services within the Department of Revenue, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as of the date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information furnished by the underwriters concerning any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very truly yours,

Robert G. Nunes Deputy Commissioner

Post Office Box 9569. Boston, MA 02114-9569, Tel: 617-626-2300; Fax: 617-626-2330 THE COMMONWEALTH OF MASSACHUSETTS OFFICE OF THE ATTORNEY GENERAL ONE ASHBURTON PLACE BOSTON, MASSACHUSETTS 02108 MARTHA COAKLEY (617) 727-2200 ATTORNEY GENERAL www.mass.gov/ago June 1,2012 Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction ofthe Attomey General, in the "Legal Matters" section of the Information Statement, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light ofthe circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information fumished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery ofthe PreUminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Cordially,

Martha Coakley Attomey General o DEVAL L. PATRICK Tel: (617) 573-1600 Govemor Fax: (617) 573-1891 vs?ww.mass.gov/eohhs TIMOTHY P. MURRAY Lieutenant Govemor aUDYANN BIGBY, M.D. Secretary June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

1 have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Executive Office of Health and Human Services, to the best of my knowledge and belief the Information Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof did not and does not contain any untrae statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light ofthe circumstances under which they were made, not misleading.

This letter shall not be constraed as including reference to any information furnished by the underwriters conceming any debt obligations issued under or m conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsei to the Commonwealth and to said underwriters and their counsel who may rely upon it m coimection with any letter provided by you to the underwriters.

Very tmly yours.

Secretary

€1 The Commonwealth of Massachusetts Executive Office of Health and Human Services Office of Medicaid One Ashburton Place Boston, MA 02108 DEVAL L.PATRICK tJU^LU,L,xy KJ^ JUDYANN BIGBY, M.D. Govemor Secretary TIMOTHY P. MURRAY JULIAN J. HARRIS, M.D. Lieutenant Govemor Medicaid Director

June 1, 2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Coimnonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jiuisdiction of the Executive Office of Health and Human Services Office of Medicaid, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light ofthe circumstances under which they were made, not misleading.

This letter shall not be constraed as including reference to any information fumished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and tc said underaTiters snd their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Dr. Julian Ha^^ Medicaid Director Commonwealth of Massachusetts Executive Office of Health and Human Services Department of Transitional Assistance 600 Washington Street 'Boston MA 02111

JUDYANN BIGBY, M.D. DEVAL L PATRICK Secretary Govemor DANIEL J. CURLEY TIMOTHY P. MURRAY Commissioner Lieutenant Govemor

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administtation and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such otiier steps as I have deemed necessary, I hereby certify as follows:

With respect to matters withm the jurisdiction of the Department of Transitional Assistance, to the best of my knowledge and belief, the Information Statement as of May 21, 2012, as of May 22, 2012 and as of the date hereof, did not and does not contain any untrae statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the chcumstances under which tiiey were made, not misleading.

This letter shall not be construed as including reference to any information fumished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very ttuly yours.

Daniel J. CurleyJ Commissioner THE COMMONWEALTH OF MASSACHUSETTS EXECUTIVE OFFICE OF LABOR AND WORKFORCE DEVELOPMENT DEPARTMENT OF UNEMPLOYMENT ASSISTANCE

DEVALLPATRICK JOANNE F. GOLDSTEIN GOVERNOR SECRETARY

TIMOTHY R MURRAY MICHELLE R. AMANTE LT GOVERNOR ACTING DIRECTOR

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Admmistiration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8,2012 (the "Information Statement") attached as Appendix A to the Preliminary Official Statement and the Official Statement relatmg to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction ofthe Department of Unemployment Assistance, to the best of my knowledge and belief, the Uiformation Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contam any untme statement of a material feet or omit to state a material fact necessary to make the statements made therein, m light of the circumstances under which they were made, not misleading.

This letter shall not be constraed as including reference to any information fiimished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very traly yours.

Michelle Amante ^ Acting Director

CHARLES F. HURLEY BUILDING • 19 STANIFORD STREET • BOSTON. MA 02114 www.mass.gov/lwd Massachusetts Department of Higher Education

One Ashburton Place, Room 1401 TEL (617) 994-6950 Richard M. Freeland, Commissioner Boston, MA 02108-1696 FAX (617) 727-0955 Charles F. Desmond, Chairman WEB www.mass.edu IsAassachusetts Board of Higher Education

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Department of Higher Education, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as of the date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light ofthe circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information furnished by the undenwriters concerning any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said undenwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Sincerely,

Richard M. Freeland Commissioner Deval L. Patrick, Governor Timothy R Murray, Lt. Governor massDOT Richard A. Davey, Secretary & CEO Massachusetts Department of Transportation

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Massachusetts Department of Transportation, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as of the date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information furnished by the undenA/riters concerning any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said undenwriters and their counsel who may rely upon it in connection with any letter provided by you to the undenA/riters.

Very truly yours,

Richard A. Davey Secretary of Transportation and Chief Executive Officer •

Ten Park Plaza, Suite 4160, Boston, MA 02116 Tel: 617-248-2880, TDD: 617-973-7306 Leading the Nation in Transportation Excellence www.mass.gov/massdot Deval L. Patrick, Governor Sm'Wttf^massDOT Massachusetts Department of Transportation Rail & IVansit Division ® Timothy P Murray, Lt. Governor J •• ^^m i Richard A Davey MassDOT Secretary & CEO • ^ ^V J Jonathan R. Davis, Acting General Manager t *> U ™ and Rail & Transit Administrator mmmm ml * June 1, 2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Massachusetts Bay Transportation Authority, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as of the date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information furnished by the underwriters concerning any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very truly yours.

Jonathan R. Davis Acting General Manager & Chief Financial Officer

Massachusetts Bay Transportation Authority Ten Park Plaza, Suite 3910, Boston, MA 02116 Leading the Nation in Transportation Excellence www.mbta.com MASSACHUSETTS WATER POLLUTION ABATEMENT TRUST

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, ConsoUdated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Infonnation Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Massachusetts Water Pollution Abatement Trust, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untme statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light ofthe circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information fumished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very tmly yows.

Susan Perez Executive Director

3 Center Plaza, Suite 430, Boston, MA 02108 Phone: (617) 367-3900 Fax: (857) 453-2666 MCCA MASSACHUSETTS CONVENTION CENTER AUTHORITY

June 1, 2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction ofthe Massachusetts Convention Center Authority, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light ofthe chcumstances under which they were made, not misleading.

This letter shall not be constmed as including reference to any information fumished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preluninary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and theh counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Sincerely, f /ames E. Rooney 'Executive Director

BOSTON CONVENTION & EXHIBITION CENTER JOHN B. HYNES VETERANS MEMORIAL CONVENTION CENTER

415 Summer Street, Boston MA 02210 phone: 617 954 2000 fax: 617 954 2299 www.massconvention.com

Piiftisd on RMyciM P«»r wtih Soy Itita MASSDEVEIDPMENT

160 Federal Street

Boston. Massachusetts

02110 June 1,2012

Tel: 617-330-2000 Honorable Steven Grossman 800-445-8030 Treasurer and Receiver-General

Fax: 617-330-2001 Honorable Jay Gonzalez 617-451-3429 Secretary of Administration and Finance

www.massdevelopmem.com The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A tp.the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows;

With respect to matters within the jurisdiction of the Massachusetts Development Finance Agency contained on pages A-74-77 and A-80 ofthe Information Sheet, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as of the date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information furnished by the underwriters conceming any debt obligations Issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsei and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very truly yours,

jCatherine Blue General Counsel

10^ Pf'mted on paper monu/ocKired in Mossochusetts i}^ IVI ASSHOU SITM G

Massachusetts Housing Finance Agency One Beacon Street, Boston, MA 02108

TEL: 617.854.1000 j FAX: 617.854.1091 VP: 866.758.1435 | www.masshousing.com

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Massachusetts Housing Finance Agency, to the best of my knowledge and belief, the Infonnation Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therem, m light ofthe circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any infonnation fumished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very ttuly yours,

Thomas R. Gleason Executive Dhector

Deval L Patrick, Governor I Ronald A. Homer, Chairman I Thomas R. Gleason, Executive Director Timothy P. Murray, £t. Govemor | MichaelJ. Dirrane, Wee C/io/r | Robert M. Ruzzo, Oeput)/0/rector Pension Reserves Investment Management Board

84 state Street, Second Floor Treasurer Steven Grossman, Chair Boston, Massachusetts 02109 Michael G. Trotsky, CFA, Executive Director

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

Pursuant to your request, in my capacity as the Executive Director of the Pension Reserves Investment Management Board (the "PRIM Board"), I have reviewed certain portions ofthe Commonwealth's Information Statement dated May 8, 2012 (the "May Information Statement") with respect to matters within the jurisdiction of the PRIM Board, which portions are circled on the pages from the May 8 Information Statement and attached hereto (the "Relevant Disclosures"). On the basis of such review, including such inquiries as I have deemed appropriate with members of the PRIM Board staff, I hereby certify that nothing has come to my attention in the course of my review that causes me to believe that the Relevant Disclosures, as of May 21, 2012, as of May 22, 2012, and as of the date hereof contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information other than the Relevant Disclosures, including without limitation, any information furnished by the underwriters concerning any debt obligations issued under or in conjunction with the delivery of the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very truly yours.

Michael G. Trotsky, CFA Executive Director APPENDIX A

***Attachment to letter dated June 1,2012 From Michael G. Trotsky, CFA to The Honorable Steven Grossman and The Honorable Jay Gonzalez

THE COMMONWEALTH

OF MASSACHUSETTS

INFORMATION STATEMENT

Dated May 8,2012 Annual Required Contributions and Other Pension Contributions (amounts in thousands) SERS MTRS ToM COLAfn BTRS(l) 20n Annual required contribution (ARC) $471,096 $767,960 $1,239,056 n/a n/a Contributions made, excluding COLAs 431.166 855 jOl 1.286,367 34,1.53 llLlgfi % Funded for the fiscal year 92% 111% 104% ARC as ratio of total govemment expenditures(2) 1.5% 2.4% 3.9% n/a n/a mm Annual required contribution (ARC) $646,932 $1,106,052 $1,752,984 n/a n/a Contributions made, excluding COLAs 410.682 6,90,397 1.101.079 32,^ 242.857 % Funded for the fiscal year 63% 62% 63% ARC as ratio of total govemment expenditures(2) 2.1% 3.6% 5.8% n/a n/a 2009 Annual required contribution 697,340 1,149,629 1,846,969 n/a n/a Contributions made, excluding COLAs 397.482 781.026 1.178.508 34.696 122.216 % Funded for the fiscal year 57% 68% 64% ARC as ratio of total govemment expenditures(2) 2.3% 3.8% 6.0% n/a n/a

2008 Annual required contribution 369,866 749,853 1,119.719 n/a n/a Contributions made, excluding COLAs 460.788 809.000 1.269,788 34.000 98.000 % Funded for the fiscal year 125% 108% 113% ARC as ratio of total govemment expenditures(2) i.2% 2.4% 3.6% n/a n/a 2207 Annual required contribution 432.219 763,798 1,196,017 n/a n/a Contributions made, excluding COLAs 435.610 .747.000 L.182,610 37.005 9.3.300 % Funded for the fiscal year 101% 98% 99% ARC as ratio of tc«al govemment expenditures(2) 1.5% 2.6% 4.1% n/a n/a SOURCE; Office ofthe Comptroller. (1) COLA and BTRS contributions are additional amounts funded by the Commonwealth, but are not part ofthe Commonwealth's funding of ARC. . (2) Based on total budgeted fund expenditures and other uses.

PRIT Fund Investments The PRIM Board's overall investment performance goal is to achieve an annual rate of retum that exceeds the targeted actuarial rate of retum used in determining the Commonwealth's pension obligations (currently 8.25%). The investment policy statement adopted by the PRIM Board requires a comprehensive review ofthe PRIM Board's asset allocation plan and its underlying assumptions at reasonable intervals of not more than three to five years. In addition, the investment policy statement requires that the PRIM Board conduct an annual evaluation ofthe PRIT Fund's asset allocation. The PRIM Board's last comprehensive review ofthe PRIT Fund asset allocation was conducted in the beginning of fiscal 2011.

In addition to asset allocation diversification, the PRIM Board seeks to diversify the PRIT Fund by choosing complementary investment styles and strategies within asset classes. The PRIM Board also develops detailed investment guidelines for each investment manager to ensure that portfolios are adequately diversified at the individual manager level.

A-43 The PRIT Fund's asset allocation plan currently uses the following categories of investments (the description is as ofJune 30,2011):

Domestic Equity. Domestic Equity constitutes 22% ofthe PRIT Fund portfolio, approximately 23% of which is invested using a large capitalization stock strategy (two active managers), with the remaining 77% invested under a Russell 3000 index strategy (one passive manager). The portfolio is style neutral as between growth- and value-oriented stocks.

Intemational Equity. Intemational Equity constitutes 22% ofthe PRIT Fund portfolio which is allocated to one passively managed account (which comprises 44% ofthe portfolio) and four actively managed accounts (56% ofthe portfolio). The PRIM Board maintains a target weighting of 50% passive and 50% active for the intemational equity portfolio. The primary strategy for this portfolio is investing in companies in developed market, industrialized nations outside ofthe United States.

Emerging Markets. Emerging Markets constitutes 7% ofthe PRIT Fund portfolio, which is allocated to three active managers (which comprise about 76% ofthe emerging market portfolio) and one passive manager (24%). Since May, 2010, the PRIM Board has targeted a weighting of 75% active and 25% passive for this portfolio.

Core Fixed Income. Core Fixed Income constitutes 13% ofthe PRIT Fund portfolio, which is invested in corporate, govemment and mortgage-backed securities in the investment grade bond market (37% active, 36% passive). Approximately 13% is invested in global inflation linked bonds, and approximately 10% in U. S. Treasury Inflation Protected Securities. The balance ofthe portfolio (4%) contains investments under the PRIM Board's economically targeted investment (ETI) program.

Value-Added Fixed Income. Value Added Fixed Income constitutes 6% ofthe PRIT Fund portfolio, which is invested in distressed debt (44%), high-yield bonds (24%), emerging markets debt (23%) and batik loans (9%).

Private Equity. Private Equity constitutes 11% ofthe PRIT Fund portfolio. Two components comprise the private equity portfolio: venture capital (early-stage and multi-stage) and special equity partnerships (large market buyout, middle market buyout, and growth equity). These private market investments are illiquid and typically have 10- to 15-year life cycles. The portfolio is highly diversified at the underlying portfolio company level.

Real Estate. Real estate holdings constitute 8% ofthe PRIT Fund portfolio, which consists of directly- owned properties (73%) and real estate investment trusts (27%).

Timber/Natural Resources. Timber/Natural Resources constitutes 4% ofthe PRIT Fund portfolio, which is invested in both timberland investments (52%), and natural resource-oriented companies (48%) such as oil, mining and energy companies.

Hedge Funds. Hedge Funds constitute 7% ofthe PRIT Fund portfolio. This portfolio has investments in five active hedge funds of funds managers and one residual liquidating portfolio.

{Remainder of page intentionally left blank]

A-44 FRIT Fund Asset Allocation (As OfJune 30)

2011 2010 2009 2008 2007 Domestic Equity 22.00% 19.90% 24.40% 26.10% 29.90% Intemational Equity 21.70% 20.00% 19.00% 20.00% 21.00% Emerging Markets 6.60% 5.70% 5.00% 5.50% 5.50% Fixed Income 13.20% 14.00% 13.00% 16.80% 15.40% Value-Added Fixed Income 6.00% 7.00% 7.70% 5.00% 4.60% Private Equity 10.70% 10.60% 9.60% 8.40% 6.70% ' Real Estate 8.20% 9.10% 10.90% 10.90% 8.60% Timber/Natural Resources 4.00% 4.10% 4.70% 2.10% 3.20% Hedge Funds 7.20% 7.70% 5.70% 5.20% 5.10% Portable Alpha Wind Down( 1) 0.40% 1.90% 0.00% 0.00% 0.00%

SOURCE: Pension Reserves Investment Management Board. (1) Prior to January 1.2010, Portable Alpha Assets were reflected in the Domestic Equity portfolio.

The following table sets forth the gross investment rates of retum for the assets in the PRIT Fund for the last ten fiscalyears : PRIT Fund Rates of Return

Fiscal Year Rate of Return Fiscal Year Rate of Return 1 2011 22.30% 2006 15.47% 2010 12.82% 2005 13.39% 2009 (23.87)% 2004 19.43% 2008 (1.81)% 2003 4.02% 2007 19.92% 2002 (6.47)%

3yr average 1.65% Syr average 4.35% lOyr average 6.53% Assumed Rate 8.25% 1 SOURCE: Pension Reserves Investment Management Board.

Other Post-Retirement Benefit Obligations (OPEB)

In addition to providing pension benefits, under Chapter 32A ofthe Massachusetts General Laws, the Commonwealth is required to provide certain health care and life insurance benefits ("other post-employment benefits" or "OPEB") for retired employees ofthe Commonwealth, housing authorities, redevelopment authorities and certain other govemmental agencies. Substantially all ofthe Commonwealth's employees may become eligible for these benefits if they reach retirement age while working for the Commonwealth. Eligible retirees are required to contribute a specified percentage ofthe health care / benefit costs which are comparable to contributions required fi-om employees. The Commonwealth is reimbursed for the cost of benefits to retirees ofthe eligible authorities and non-state agencies. (Although, as noted above, the Commonwealth is required to pay pensions to retired municipal teachers, the Commonwealth has no OPEB obligations with respect to retired municipal teachers.)

The Group Insurance Commission (GIC) ofthe Commonwealth manages the Commonwealth's defined benefit OPEB plan as an agent multiple employer program including the Commonwealth and 370 municipalities and other non-Commonwealth govemmental entities. These entities that participate in the GIC are responsible for paying premiums at the same rate to the GIC and therefore benefit from the Commonwealth's premium rates. The GIC has representation on the Board of Trustees ofthe State Retiree Benefits Trust Fund (SRBTF). The SRBTF is set up solely to pay for OPEB benefits and the cost to administer those benefits and can only be dissolved when all such health care and other non-pension benefits, current and fiiture have been paid or defeased. The GIC administers benefit payments, while the Trustees are responsible for investment decisions.

Employer and employee contribution rates are set by statute. The Commonwealth recognizes its share of the costs on an actuarial basis. As ofJune 30,2009, Commonwealth participants contributed 0% to 20% of premium costs, depending on the date of hire and whether the participant is active, retiree or survivor status. As of July 1,

A-45 PERAC COMMONWEALTH OF MASSACHUSETTS PUBLIC EMPLOYEE RETIREMENT ADMINISTRATION COMMISSION

DOMENIC J. F. RUSSO, Chainwin JOSEPH E. CONNARTON. Executive O/reaor

Auditor SUZANNE M. BUMP | ALAN MACDONALD | JAMES M. MACHADO | DONALD R. MARQUIS | ROBERT B. McCARTHY | GREGORY R. MENNIS

June 1, 2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General ObUgation Bonds, Consohdated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Public Employee Retirement Administration Commission, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in hght of the circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information fumished by the underwriters conceming any debt obhgations issued under or in conjunction with the delivery ofthe Preliminary Official Statement or the Official Statement. You may dehver a copy of this letter to bond coimsel and special disclosure cotmsel to the Commonwealth and to said underwriters and their coimsel who may rely upon it in connection with any letter provided by you to the undenvriters.

Very tmly yours,

Josep»%. Connarton Executive Director Admin/forms/bond letter 05 08 2012.doc

FIVE MIDDLESEX AVENUE, SUITE 304 1 SOMERVILLE, MA 02145 PH 617 666 4446 | FAX 617628 4002 | TTY 617 591 8917 | WWW.MASS.GOV/PERAC Massachusetts State Lottery Commission 60 Columbian Street Braintree, Massachusetts 02184-1738 Tel: 781-849-5555 Fax: 781-849-5547 TTY: 781-849-5678

STEVEN GROSSMAN PA UL STERNBURG Treasurer and Receiver General Executive Direclior

June 1, 2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General ObUgation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A to the PreUminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as foUows:

With respect to matters within the jurisdiction of the Massachusetts State Lottery, to the best of my knowledge and belief, the Information Statement, as of May 21,2012, as of May 22,2012 and as ofthe date hereof, did not and does not contain any imtme statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light ofthe circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information fiimished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Conunonwealth and to said underwriters and theh counsel who may rely upon it m connection with any letter provided by you to the undervmters.

Very traly yours.

Paul R. Stemburg Executive Director

iHiiionBa%^f Supporting the 351 Cities and Towns of Ma.'ssachusetts Vint our Web Site: www, masslotterv. com THE COMMONWEALTH OF MASSACHUSETTS MASSACHUSETTS STATE COLLEGE BUILDING AUTHORITY

253 SUMMER STREET, SUITE 300 BOSTON, MA 02210 JAMES T.MORRIS TEL: (617) 542-1081 CHAIRMAN FAX: (617)542-2303 www.mscba.org EDWARD H. ADELMAN EXECUTIVE DIRECTOR

June 1, 2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, ConsoUdated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonweahh's Infonnation Statement dated May 8, 2012 (the "Infonnation Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Massachusetts State College Building Authority, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information fiimished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection vidth any letter pro\aded by you to the underwriters.

/ery truly yours.

Edward H. Adelman Executive Director University of Massachusetts Building Authority

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statemenf) attached as Appendix A to the PreUminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the University of Massachusetts Building Authority, to the best of my knowledge and belief, the Infonnation Statement, as of May 21, 2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, in light of the circumstances imder which they were made, not misleading.

This letter shall not be construed as including reference to any information fumished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said underwriters and their counsel who may rely upon it in connection with any letter provided by you to the underwriters.

Very tmly yours,

Katherine P. Craven Executive Director

225 Franklin Street, 12th Floor I Boston, MA 02110 Phone 617-287-3200 I Fax 617-287-7075 , Office of the University of Massachusetts Donahue Institute UMASS. President Coniiectins the University to the Commontvealth

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Admmistration and Fmance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General ObUgation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Information Statement") attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, I hereby certify as follows:

With respect to matters within the jurisdiction of the Universify of Massachusetts Donahue Instimte, to the best of my knowledge and belief, the Infonnation Statement, as of May 21,2012, as of May 22, 2012 and as ofthe date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, m light of the circumstances under which they were made, not misleading.

This letter shall not be construed as including reference to any information fumished by the underwriters conceming any debt obligations issued under or in conjunction with the delivery of the Prelimmary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said undpr^switers and their counsel who may rely upon it in connection with any letter provided by ypu to the underwriKrs.

J/Lynrf Qfiesemer, Ed. D. ixeohtiw Director J UMass Donahue Institute; and l^pociate VlcaPresident for Economic Development

UMass Donahue Instimte I Mass Venture Center I 100 Venture Way I Suite 9 I Hadley, MA 01035 voice: 413.545.0001 i fax: 413.545.3420 I web: www.donahue.umassp.edu ^ The Commonwealth of Massachusetts Commonweolth Health Insurance Connector Authority 100 City Hall Ploza Boston, MA 02108

DEVAL PATRICK JAY GONZALEZ Govemor Board Chair

TIM MURRAY GLEN SHOR Lieutenant Govemor Executive Director

June 1,2012

Honorable Steven Grossman Treasurer and Receiver-General

Honorable Jay Gonzalez Secretary of Administration and Finance

The Commonwealth of Massachusetts State House Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts (the "Commonwealth") General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I have reviewed the Commonwealth's Information Statement dated May 8, 2012 (the "Infomiation Statemenf) attached as Appendix A to the Preliminary Official Statement and the Official Statement relating to the Bonds.

On the basis of such review and such other steps as I have deemed necessary, ! hereby certify as follows:

With respect to matters within the Jurisdiction of the Commonwealth Health Insurance Connector Authority, to the best of my knowledge and belief, the Information Statement, as of May 21, 2012, as of May 22,2012 and as of the date hereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made therein, In light of the circumstances under which they were made, not misleading. This letter shall not be construed as including reference to any information fumished by the underwriters concerning any debt obligations issued under or in conjunction with the delivery of the Preliminary Official Statement or the Official Statement. You may deliver a copy of this letter to bond counsel and special disclosure counsel to the Commonwealth and to said undenwriters and their counsel who may rely upon it in connection with any letter provided by you to the undenwriters.

Very truly yours,

^Glen Shor Executive Director FitchRatines

One Stats btrset Plaja T 2:1.2 908 0500 / 800 75 I New York, NY 10004 wwH.fitchratings.com

May 22, 2012

Mr. Steven M. Grossman Treasurer & Receiver General Commonwealth of Massachusetts Office of the Treasurer & Receiver One Ashburton Place Boston, MA 02108

Dear Mr. Grossman:

Fitch Ratings has assigned one or more ratings and/or otherwise taken rating action(s), as detailed in the attached Notice of Rating Action.

In issuing and maintaining its ratings. Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation ofthe factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction.

The manner of Fitch's factual investigation and the scope ofthe third-party verification it obtains will vary depending on the nature ofthe rated security and its issuer, the requirements and practices in the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public information, access to the management ofthe issuer and its advisers, the availability of pre-existing third-party verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third-party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors.

Users of Fitch's ratings should understand that neither an enhanced factual investigation nor any third- party verification can ensure that all ofthe information Fitch relies on in connection with a rating will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to Fitch and to the market in offering documents and other reports. In issuing its ratings Fitch must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings are inherently fonward- looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings can be affected by future events or conditions that were not anticipated at the time a rating was issued or affirmed.

Fitch seeks to continuously improve its ratings criteria and methodologies, and periodically updates the descriptions on its website of its criteria and methodologies for securities of a given type. The criteria and methodology used to determine a rating action are those in effect at the time the rating action is taken, which for public ratings is the date ofthe related rating action commentary. Each rating action commentary provides information about the criteria and methodology used to arrive at the stated rating, which may differ from the general criteria and methodology for the applicable security type posted on the website at a given time. For this reason, you should always consult the applicable rating action commentary for the most accurate information on the basis of any given public rating.

Ratings are based on established criteria and methodologies that Fitch is continuously evaluating and updating. Therefore, ratings are the collective work product of Fitch and no individual, or group of individuals, is solely responsible for a rating. All Fitch reports have shared authorship. Individuals identified in a Fitch report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only.

Ratings are not a recommendation or suggestion, directly or indirectly, to you or any other person, to buy, sell, make or hold any investment, loan or security or to undertake any investment strategy with respect to any investment, loan or security or any issuer. Ratings do not comment on the adequacy of market price, the suitability of any investment, loan or security for a particular investor (including without limitation, any accounting and/or regulatory treatment), or the tax-exempt nature or taxability of payments made in respect of any investment, loan or security. Fitch is not your advisor, nor is Fitch providing to you or any other party any financial advice, or any legal, auditing, accounting, appraisal, valuation or actuarial services. A rating should not be viewed as a replacement for such advice or services. The assignment of a rating by Fitch does not constitute consent by Fitch to the use of its name as an expert in connection with any registration statement or other filings under US, UK or any other relevant securities laws. Fitch does not consent to the inclusion of its ratings nor this letter communicating our rating action in any offering document.

It is important that you promptly provide us with all information that may be material to the ratings so that our ratings continue to be appropriate. Ratings may be raised, lowered, withdrawn, or placed on Rating Watch due to changes in, additions to, accuracy of or the inadequacy of information or for any other reason Fitch deems sufficient.

Nothing in this letter is intended to or should be construed as creating a fiduciary relationship between Fitch and you or between us and any user ofthe ratings.

In this letter, "Fitch" means Fitch, Inc. and Fitch Ratings Ltd and any subsidiary of either of them together with any successor in interest to any such person.

We are pleased to have had the opportunity to be of service to you. If we can be of further assistance, please feel free to contact us at any time.

Jeff Schaub Managing Director, Operations U.S. Public Finance/ Global Infrastructure & Project Finance

JS/mb Enc: Notice of Rating Action (Doc ID: 173725) Notice of Rating Action

Outlook/ Bond Description Rating Type Action Ratina Watch Eff Date Notes

Massachusetts, Commonwealth of (MA) GO Long Term New Rating AA+ RO:Sta 18-May- consolid In bonds ser 2012B 2012

Key: RO: Rating Outlook, RW: Rating Watch; Pes: Positive, Nag: Negative, Sta: Stable, Evo: Evolving

(Doc ID: 173725) Page 1 of 1 " ^S'oTkl Tf.uic CmK! I'Hi (j!<-cowich Siftci MOODY'S Krw Yoik. NY !0f)07 INVESTORS SERVICE ,™w,...4—

May 24. 2012

Mr. Colin MacNaught Assistant Treasurer Commonwealth of Massachusetts Office of State Treasurer Steven Grossman One Ashburton Place, 12* Floor Boston. MA 02108

Dear Mr. MacNaught,

We wish to inform you that on May 21, 2012, Moody's Investors Service assigned a rating of Aa1 to the Commonwealth of Massachusetts' General Obligation Bonds. Consolidated Loan of 2012, Series. B,

In order for us to maintain the currency of our ratings, we request that you provide ongoing disclosure of current financiai and statistical information.

lyoody's v/ill monitor this rating and reserves the right, at its sole discretion, to revise or withdraw this rating at any time in the future.

The rating, as well as any revisions or withdrawals thereof, will be publicly disseminated by Moody's through normal print and electronic media and in response to vertsal requests to Moody's Rating Desk,

Stioutd you have any questions regarding the above, please do not hesitate to contact me at 212-553-7121.

Sificerely,

Nicholas Sar VP-Senior Analyst S T Jl M fli JH HI rt 225 Franklin Street, 15th Floor I M W P 1% If U Boston, MA 02110-2804 © B ifl 111 ©"C tel 617 530-8303 m r %M %M m. -S reference no.; 1217451 iATINSS SEtVICiS

May 18, 2012

Commonwealth of Massachusetts Office of State Treasurer One Ashburton Place - 12th Floor Boston, MA 02108 Attention: Mr. Colin MacNaught, Assistant Treasurer for Debt Management

Re: US$350,000,000 Massachusetts, General Obligation Bonds Consolidated Loan Of 2012, Series B, due: June 01,2042

Dear Mr. MacNaught:

Pursuant to your request for a Standard & Poor's rating on the above-referenced issuer, we have reviewed the information submitted to us and, subject to the enclosed Terms and Conditions, have assigned a rating of "AA+". Standard & Poor's views the outlook for this rating as stable. A copy ofthe rationale supporting the rating is enclosed.

The rating is not investment, financial, or other advice and you should not and cannot rely upon the rating as such. The rating is based on information supplied to us by you or by your agents but does not represent an audit. We undertake no duty of due diligence or independent verification of any information. The assignment of a rating does not create a fiduciary relationship between us and you or between us and other recipients ofthe rating. We have not consented to and will not consent to being named an "expert" under the applicable securities laws, including without limitation. Section 7 ofthe Securities Act of 1933. The rating is not a "market rating" nor is it a recommendation to buy, hold, or sell the obligations.

This letter constitutes Standard & Poor's permission to you to disseminate the above-assigned rating to interested parties. Standard & Poor's reserves the right to inform its own clients, subscribers, and the public ofthe rating.

Standard & Poor's relies on the issuer/obligor and its counsel, accountants, and other experts for the accuracy and completeness ofthe information submitted in connection with the rating. This rating is based on financial information and documents we received prior to the issuance of this letter. Standard & Poor's assumes that the documents you have provided to us are final. If any subsequent changes were made in the final documents, you must notify us of such changes by sending us the revised final documents with the changes clearly marked.

To maintain the rating, Standard & Poor's must receive all relevant financial information as soon as such information is available. Placing us on a distribution list for this information would Page I 2 facilitate the process. You must promptly notify us of all material changes in the financial information and the documents. Standard & Poor's may change, suspend, withdraw, or place on Credit Watch the rating as a result of changes in, or unavailability of, such information. Standard & Poor's reserves the right to request additional information if necessary to maintain the rating.

Please send all information to: Standard & Poor's Ratings Services Public Finance Department 55 Water Street New York, NY 10041-0003

Standard & Poor's is pleased to be of service to you. For more information on Standard & Poor's, please visit our website at www.standardandpoors.com. If we can be of help in any other way, please call or contact us at nvpublicfinance(a),standardandpoors.com.Thank you for choosing Standard & Poor's and we look forward to working with you again.

Sincerely yours.

ts^

Standard & Poor's Ratings Services a Standard & Poor's Financial Services LLC business.

Im enclosures STANDARD & P 0 0 I'S RATIN8S SERVICES

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All Rating Actions in Ratings Services' Sole Discretion. Ratings Services may assign, raise, lower, suspend, place on CreditWatch, or withdraw a rating, and assign or revise an Outlook, at any time, in Ratings Services' sole discretion. Ratings Services may take any ofthe foregoing actions notwithstanding any request for a confidential or private rating or a withdrawal of a rating, or termination of this Agreement. Ratings Services will not convert a public rating to a confidential or private rating, or a private rating to a confidential rating.

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PF Ratings U.S. (05/17/11) THE COMMONWEALTH OF MASSACHUSETTS

CROSS RECEIPT

Re: $350,000,000 The Commonwealth of Massachusetts General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds")

I, the undersigned, Treasurer and Receiver-General of The Commonwealth of Massachusetts, hereby acknowledge that I have this day received the sum of $376,340,399.95 from Merrill Lynch, Pierce, Fenner & Smith Incorporated, as purchaser (the "Purchaser"), in full payment for the Bonds. Such sum has been computed as follows:

Par Amount $350,000,000.00 Plus: Premium 30,798,400.00 Less: Underwriter's Discount (958,000.05) Purchase Price $379,840,399.95 Less: Good Faith Deposit (3.500.000.00) Net Proceeds to the Commonwealth $376,340,399.95

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS Date: June 1,2012 Steven Grossman Treasurer and Receiver-General of The Commonwealth of Massachusetts

Signature Page to Cross Receipt Hie undersigned hereby acknowledges as Purchaser, delivery on this day to The Depository Trust Company ("DTC") or an agent of DTC, for the account ofthe Purchaser, a total of: (i) seven (7) certificates relating to the Bonds, which are numbered RB-1 through RB-7, registered in the name of CEDE & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Purchaser

Date: June 1, 2012 /i/a^€m Name: JSMKIMZAJSMM. Title: f

L^MOOO.l

Signature Page to Cross Receipt RB-1 $40,000,000 THE COMMONWEALTH OF MASSACHUSETTS General Obligation Bonds Consolidated Loan of 2012, Series B

Massachusetts General Laws, Chapter 29, Section 49 (MA 12-B)

Interest Rate Maturitv Date CUSIP Issue Date 5.00% June 1,2023 57582P F54 June I, 2012 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: FORTY MILLION DOLLARS

THE COMMONWEALTH OF MASSACHUSE ;h"), for value received, promises to pay to CEDE & CO. or registered sum of Forty Million Dollars ($40,000,000) on the Maturity D leon semiannually on June 1*' and December 1'' of each year, commeni 2012 (each an "Interest Payment Date") at the Interest Rate per annul^c; asis of 30-day months and a 360-day year, tmtil such principal sum iyjmd ided for. This Bond will bear interest from the most recent Ihto-est^l^Rit D; |o '^ch interest has been paid or duly provided for or, if no mterest has beM paid, sue Date hereof. This Bond is one o^fluthof . issu«f bonds of the Commonwealth dated June 1, 2012 (the "Bonds") in th^greji^ pnf ^ount of Three Hundred Fifty Million Dollars ($350,000,000).

TheBi subjeiy^idemption on any date prior to their stated maturity dates on and after J Ihe optiOT^of tire Commonwealth j&om any monies legdly available therefi part at any tune, by lo^ at 10Q% ofthe principal amount thereof, plus accrui emption date.

The^Bondjmaturing on June 1, 2042 are subject to redemption fi-om sinking fund installmeni'WBHeir principal amounts, without premivim, plus accrued interest to the redemption date on June 1 of each ofthe years and in the principal amoimts as follows; Principal Year Amount

2041 $66,000,000 2042* 34,000,000

Final Maturity RB-2 $40,000,000 THE COMMONWEALTH OF MASSACHUSETTS General Obligation Bonds Consolidated Loan of 2012, Series B

Massachusetts General Laws, Chapter 29, Section 49 (MA 12-B)

Interest Rate Maturitv Date CUSIP Issue Date 5.00% June 1,2024 57582P F62 ^une 1,2012 REGISTERED OWNER: Cede & Co. ^ 5^ PRINCIPAL AMOUNT: FORTY MILLION DOLLARS Jr ^*^

THE COMMONWEALTH OF MASSACHUSE mim^\^lth"), for value received, promises to pay to CEDE & CO. or registered ycvnat^ sum of Forty MilUon Dollars ($40,000,000) on the Maturity Daj and ^on semiannually on June l" and December 1*' of each year, comment ^2(712 (each an "Interest Payment Date") at the Interest Rate per annt )asis of 30-day months and a 360-day year, imtil such principal sum i^md' Kded for. This Bond will bear interest from the most recent Interest^i^^it D3 lich interest has been paid or duly provided for or, if no interest has beM paid, frc ssue Date hereof.

This Bond is one o^^^uthof issuarff bonds ofthe Commonwealth dated June 1, 2012 (the "Boiids") in th^grejj^ pnr ^nount of Three Hundred Fifty Million Dollars ($350,000,000).

The Be IsubjUly^^emption on any date prior to tiieirstate d maturity dates on and after Jiui& ; option of the Commonwealth fiom any monies legally available therefo^^M^le i at any time, by lot, at 100% of the principal amount thereof, plus accT :mption ctete. TheJBondimaturing on June 1,2042 are subject to redemption from sinking fimd installmenSlWlKir principal amounts, without premium, plus accrued interest to the redemption date on June 1 of each ofthe years and in the principal amounts as follows: Principal Year Amount

2041 $66,000,000 2042* 34,000,000

* Final Maturity RB-3 $40,000,000 THE COMMONWEALTH OF MASSACHUSETTS General Obligation Bonds Consolidated Loan of 2012, Series B

Massachusetts General Laws, Chapter 29, Section 49 (MA 12-B)

Interest Rate Maturitv Date CUSIP Issue Date 5.00% June 1, 2025 57582P F70 June 1,2012 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: FORTY MILLION DOLLARS

THE COMMONWEALTH OF MASSACHUS immmav^alth"), for value received, promises to pay to CEDE & CO. or registered rigilj^ sum of Forty Million Dollars ($40,000,000) on the Maturity D eon semiannually on Jime l" and December 1'' of each year, commeri 2012 (each an "Interest Pajonent Date") at the Interest Rate per aimU^c asis of 30-day months and a 360-day year, until such principal sumi^^d ided for. This Bond will bear interest from the most recent Interes^^naiat D 0 \^iHch interest has been paid or duly provided for or, if no interest has be^ paid, fri ssue Date hereof. This Bond is one o; Tssi^f bonds ofthe Commonwealth dated June 1, 2012 (the "Bonds") in tl ^nount of Three Hundred Fifty Million Dollars ($350,000,000).

TheB subj^^rredemption on any date prior to their stated maturity dates on and after J] 'the option ofthe Commonwealth froman y monies legally available therefoj part at any time, by lot, at 100% ofthe principal amount thereof, plus accrui .emption date.

The^BondjPnaturing on June 1, 2042 are subject to redemption from sinking fimd installmentPlraeir principal amounts, without premium, plus accrued interest to the redemption date on June 1 of each ofthe years and in the principal amounts as follows: Principal Year Amount

2041 $66,000,000 2042* 34,000,000

* Final Maturity RB-4 $40,000,000 THE COMMONWEALTH OF MASSACHUSETTS General ObUgation Bonds Consolidated Loan of 2012, Series B

Massachusetts General Laws, Chapter 29, Section 49 (MA 12-B)

Merest Rate Maturitv Date CUSIP Issue Date 4.00% June 1,2026 57582P F88 ^une 1,2012 REGISTERED OWNER: Cede & Co. .•% P<1 PRINCIPAL AMOUNT: FORTY MILLION DOLLARS ^ C*^ THE COMMONWEALTH OF MASSACHUSE mmom^^th"), for value received, promises to pay to CEDE & CO. or registered riiM^^ sum of Forty Million Dollars ($40,000,000) on the Maturity Dale, and ireon semiaimually on June 1*' and December 1*^ of each year, commeni ,2Cri2 (each an "Interest Payment Date") at the Interest Rate per anni asis of 30-day months and a 360-day year, until such principal sum iu^d dedfor. This Bond wiU bear interest from the most recent Interes ch interest has been paid or duly provided for or, if no interest tea b sue Date hereof.

This Bond is one o r bonds ofthe Commonwealth dated June 1, 2012 (the "Bonds") in amount of Three Hundred Fifty Million Dollars ($350,000,000). The Bo: 'subj^^edemption on any date prior to their stated maturity dates on and after J] Ihe option ofthe Commonwealth fijoman y monies legally available therefo: art at any time^ by lot, at 100% of tiieprincipa l amoimt thereof, plus ace emption date.

laturing on Jime 1,2042 are subject to redemption from sinking fimd installment^WReir principal amounts, without premium, pius accrued interest to the redemption date on Jime 1 of each of Ihe years and in the principal amounts as follows: Principal Year Amount

2041 $66,000,000 2042* 34,000,000

* Final Maturity RB-5 $35,000,000 THE COMMONWEALTH OF MASSACHUSETTS General Obligation Bonds Consolidated Loan of 2012, Series B

Massachusetts General Laws, Chapter 29, Section 49 (MA 12-B)

Interest Rate Maturitv Date CUSIP Issue Date 3.00% June 1,2027 57582P F96 ,2012 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: THIRTY-FFVE MILLION DOL

THE COMMONWEALTH OF MASSACHUSE h"), for value received, promises to pay to CEDE & CO. or registered innappai sum of Thirty-Five Million Dollars ($35,000,000) on tiie Maturity D reon semiannually on June 1'^ and December 1^' of each year, commeni 2012 (each an "Interest Payment Date") at the Interest Rate per ann asis of 30-day months and a 360-day year, until such principal sumjy^d for. This Bond will bear interest from the most recent InterestJlymint D ;o v9^ch interest has been paid or duly provided for or, if no interest has bcj ;sue Date hereof.

This Bond is one o: f bonds ofthe Commonwealth dated June 1, 2012 (tile "Bonds") in amount of Three Himdred Fifty MilUon Dollars ($350,000,000). V The Bo KsuojcHriedemption on mxy date prior to their stated maturity dates on and after J \& option ofthe Commonwealth fi«m any monies legally available therefo: ^rt at any time, by lot, at 100% of the principal amount thereof, plus accrui lemption date.

laturing on Jime 1,2042 are subject to redemption from sinking fimd installmenfSWfehr principal amounts, without p-emium, plus accrued interest to the redemption date on June 1 of each of the years and in the principal amoimts as follows: Principal Year Amoimt

2041 $66,000,000 2042* 34,000,000

* Final Maturity RB-6 $55,000,000 THE COMMONWEALTH OF MASSACHUSETTS General ObUgation Bonds Consolidated Loan of 2012, Series B Massachusetts General Laws, Chapter 29, Section 49 (MA 12-B)

Interest Rate Maturitv Date CUSIP Issue Date 4.00% June 1,2028 57582P G20 June 1,2012 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: FIFTY-FIVE MILLION DOLL

THE COMMONWEALTH OF MASSACHUSE )nimMWBalth"), for value received, promises to pay to CEDE & CO. or registered 3rin|^pl sura of Fifty-Five MilUon Dollars ($55,000,000) on tiie Maturity D &eon semiannually on June P' and December l" of each year, commeni ^20"! 2 (each an "Interest Payment Date") at the Interest Rate per annuSl^ci )asis of 30-day months and a 360-day year, until such principal suniisj^d tided for. This Bond will bear interest from the most recent Interes^^^rrent Di Hch interest has been paid or duly provided for or, if no interest has he^ paid, fri ssue Date hereof. This Bond is one o issypBf bonds ofthe Commonwealth dated June 1, 2012 (tiie "Bonds") in amount of Three Hundred Fifty Million Dollars ($350,000,000).

TheBi subj^^fedemption on any date prior to their stated maturity dates on and after Ji 'the option ofthe Commonwealtb fix)m any monies legally available therefo; part at any time, by lot, at 100% of tiieprincipa l amount tiierojf,plu s accrui emption date.

The BondiinaturinK on June 1, 2042 are subject to redemption from sinking fimd installmenlPWneir principal amounts, without premium, plus accrued interest to the redemption date on June 1 of each of the years and in the principal amounts as follows: Principal Year Amount

2041 $66,000,000 2042* 34,000,000

Final Maturity RB-7 $100,000,000 THE COMMONWEALTH OF MASSACHUSETTS General Obligation Bonds Consolidated Loan of 2012, Series B

Massachusetts General Laws, Chapter 29, Section 49 (MA 12-B)

Interest Rate Maturitv Date CUSIP Issue Date 4.00% June 1,2042 57582P G38 June 1, 2012 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: ONE HUNDRED MILLION DQ

THE COMMONWEALTH OF MASSACHUSE, mmQgyvealth"), for value received, promises to pay to CEDE & CO. or registered. sum of One Hundred MilUon Dollars ($100,000,000) on tiie 1 mterest thereon semiannually on June T* and December 1^* of ea ing December 1, 2012 (each an "Interest Payment Date") at the Interest ated on the basis of 30-day months and a 360-day year, until suchj has been provided for. This Bond will bear interest from the most reces B to which interest has been paid or duly provided for or, if no interest the Issue Date hereof. This Bond is one ?f bonds ofthe Commonwealth dated June 1, 2012 (tiie "Bonds") in t; pnni "amount of Three Hundred Fifty Million Dollars ($350,000,000).

The Be subj^^eredemption on any date prior to their stated maturity dates on and after^ the option ofthe Commonwealth froman y monies legally available thetefffldoi \^ole i part at any time, by lot, at 100% of the principal amount thereof, plus accmeBinte .e"^emption date.

Th^Oj^fFlnaturing on June 1, 2042 are subject to redemption from sinking fimd instaUmentSroeir principal amounts, without premium, plus accrued interest to the redemption date on June 1 of each ofthe years and in the principal amounts as follows: Principal Year Amount

2041 $66,000,000 2042* 34,000,000

* Final Maturity The Commonwealth shall give notice of redemption to the owners ofthe applicable Bonds not less than 30 days prior to the date fixed for redemption. So long as the book-entry-only system remains in effect for such Bonds, notices of redemption will be sent by the Commonwealth only to DTC or its nominee. Any failure on the part of DTC, any DTC participant or any nominee of a beneficial owner of any such Bond (having received notice fiom a DTC participant or otherwise) to notify the beneficial owner so affected, shall not affect the validity ofthe redemption.

On the specified redemption date, all Bonds called for redemption shall cease to bear interest, provided the Commonwealth has monies on hand to pay such redemption in fuU. In the event that less than all of any maturity of any Bonds is to be_redeei and so long as the book-entry-only system remains in effect for such Bonds, the portion of any such Bonds of a particular maturity to be redeemed will be: 5db\ C^B^IPIftiie book-entry-only system no longer remains in effect for the Bqjj ?n edemptionofless than all of any one maturity ofthe Bonds wiU be made byj lot in such marmer as in its discretion it shall deem appropriate and jsesj 'election by lot vdthin a maturity, each $5,000 of principal amount ofthe: idered a separate Bond.

The Bonds are being issued by means ystem, with one bond certificate for each maturity immobilized at The mpany, New York, New York ("DTC"), and not available for dis c,^videncing ownership ofthe Bonds in such principal amounts of $5,0^l orfctegrao l miMipldS'thereof, with transfers of ownership effected on the records of DTj^^idd fiMparticipy s to rules and procedures established by DTC and its participants. Inter^ron ^||iBomll^g|^remium, if any, at maturity or upon earlier redemption, will be pmd i^U^j^^ou^ funds to CEDE & CO., as nominee of DTC, as registered owner oj^ii^DMitrranj^of principal and interest payments to participants of DTC is the resp^pbili»)f Dii|L^Msfer of principal and interest payments to beneficial owners byp^icMrag^DTC wfl be the responsibUity of such participants and other nominees of benefi^P^vneHChe record date for principal and interest payments will be the fifth busine^a^ip||M'CTMing a debt service payment date. The Commonwealth is not responsible or liablHi|^Hmn«iinX supervising or reviewing the records maintained by DTC, its participants^r pgjpns acting through such participants.

In the event that (a) DTC determines not to continue to act as securities depository for the Bonds or (b) the Treasurer and Receiver-General ofthe Commonwealth determines that continuation ofthe book-entry system of evidence and transfer of ownership would adversely affect the interests ofthe beneficial owners ofthe Bonds, the Commonwealth will discontinue the book-entry system v«th DTC. If the Commonwealth foilst o identify another qualified securities depository to replace DTC, the Commonwealth wiU execute and deliver replacement certificates in accordance with law and such procedures as the Treasurer and Receiver-General ofthe Commonwealth shall deem appropriate.

This Bond is transferable only upon the books ofthe Commonwealth, which shall be kept for such purpose at the Office ofthe Treasurer and Receiver-General, Boston, Massachusetts.

2- No personal responsibility or accountability shall attach to any person executing this Bond by reason of such execution or the issuance hereof.

This Bond is issued by authority of Section 49 of Chapter 29 ofthe Massachusetts General Laws, and various bond authorizing acts. Pursuant to Section 49 of Chapter 29 ofthe Massachusetts General Laws, certain loans have been consolidated.

On behalf of the Commonwealth, the Treasurer and Receiver-General ofthe Commonwealth hereby covenants with the holders ofthe Bonds that the Commonwealth will comply with such requirements ofthe Intemal Revenue Code of 1986, as amended, as must be satisfied in order to assure that interest on the Bonds and continues to be excUidable from the gross income of such holders for federal income tax purposes.

All acts, formalities and conditions essential to the validity her erformed and complied with. This Bond constitutes a general obligation (^me Cd and the full faith and credit of tiie Commonwealth are pledged to th^ len^'thAmncipal and interest on this Bond. It should be noted, however, that ( k.63|^i the B^sachusetts General Laws establishes a state tax revenue growth lim^ not Q^mde principal and interest pajmients on Commonwealth debt obligations frd^ le limit. It should finther be noted tiiat Chapter 29, Section 60B, ol " leneral Laws imposes an annual limitation on the percentage of total aAjroJBjffl be expended for payment of interest and principal on general obligation de^gf w||( jnwealth. Reference is made to furthen bond in Attachment A hereto, which has the same effect as ifset forth harein IN WITNESS WHEREOF, tiie Commonwealtii has caused this Bond to be executed in its name and on its behalf by the signature of its Treasurer and Receiver-General and the approval ofthe Govemor ofthe Commonwealth to be noted hereon by his signature or a facsimile thereof and has caused its official seal or a facsimile thereof to be knpressed or otherwise reproduced hereon, all as ofthe date hereof.

THE COMMONWEALTH OF MASSACHUSETTS

Deval L. Patrick Govemor

-4- Attachment A

The Commonwealth of Massachusetts $350,000,000 GENERAL OBLIGATION BONDS CONSOLIDATED LOAN OF 2012, SERIES B

Continuing Disclosure Undertaking On behalf of the Commonwealth, the Treasurer and Receiver-General ofthe Commonwealth hereby undertakes for the benefit ofthe owners ofthe Bond^yirovide the Municipal Securities Rulemaking Board (the "MSRB") through its Electronic W||ucipal Market Access ("EMMA") system pursuant to the requirements of Rule 15c2^B|||j^^^^ties and Exchange Commission (the "Rule"), no later than 270 days afterJ^en^^^acMJ^ year of the Commonwealth, commencing with the fiscal year endini i) the aimual financial mformation described below relating to such fiscal audited financial statements ofthe Commonwealth for such fiscal year if ments are then available; provided, however, that if audited financial si mmonwealth are not then available, such audited financial statements, 'MMA when they become available (but m no event later than 350 day: fiscal year) or (ii) notice ofthe Commonwealth's failure, if any, to provide on. The aimual fmancial information to be provided as afore; information and operating data, in each case updated through the last unless otherwise noted, relating to the following information contained in earai's Information Statement dated May 8, 2012 (tiie "Infonnation St^^iht"), as Appendix A in the Official Statement dated May 22,2012 of tiie Coa^Rnwei t to the Bonds, which Official Statement has been filed with EMMA, i itially in the same level of detail as is foimd in the referenced section ofthe Info

1 .^^^^ifflwy^esentation on statutory "COMMONWEALTH REVENUE AND acco Jling and five-year comparative EXPENDITURES - Statutory Basis ^jm^^f selected budgeted operating Distribution of Budgetary Revenues funds operations, revenues and and Expenditures" expenditures, concluding with prior fiscal year, plus estimates for current fiscal year 2. Summary presentation on GAAP and "SELECTED FINANCIAL DATA - GAAP five-year comparative basis of Basis" govemmental fimds operations. 1 concluding with prior fiscalyea r

-5 3. Summary presentation on a five-year "COMMONWEALTH REVENUES AND comparative basis of lottery revenues EXPENDITURES - Federal and Other and profits Non-Tax Revenues; Lottery Revenues''

4. Summary presentation of payments "COMMONWEALTH REVENUES AND received pursuant to the tobacco EXPENDITURES-Federal and Otiier master settlement agreement Non-Tax Revenues; Tobacco Settlemenr

5. So long as Commonwealth statutes "COMMONWEALTH REVE impose limits on tax revenues, EXPENDITURES -J information as to compliance therewith Revenues" in the prior fiscal year 6. Summary description ofthe retirement ING- systems for which the Commonwealth d "PENSION is responsible, including membership Employee and contribution rates.

7. Summary presentation of the the 4D OPEB FUNDING- current, statutorily impose^ 'Schedule." schedule for future Cor pension liabilities, if an^

Summary presejprion oB "PENSION AND OPEB FUNDING • comparativeJ«il^ ofj Actuarial Valuations." valuations^onlfesi^al^d jissets, liabiliiiifl^ ^iw^g pjmKss. iaryipPsentatHRon a five-year "PENSION AND OPEB FUNDING - ipMpe basis ofannual required Aimual Required Contributions." pensipn^ntributions under GAAP siSrcontributions made. 10. presentation on a five-year "PENSION AND OPEB FUNDING - PRIT Jparative basis of PRIT Fund asset Fund Investments." allocation and investment retums.

11. Summary presentation of actuarial "PENSION AND OPEB FUNDING • valuations of OPEB assets, liabilities Other Post-Retirement Benefit and ftmdingprogress . Obligations (OPEB)." 12. If and to the extent otherwise updated 'STATE WORKFORCE'^ in the prior fiscal year, summary presentation ofthe size of Ihe state woridbrce

-6- 13. Five-year summary presentation of "COMMONWEALTH CAPITAL actual capital project expenditures INVESTMENT PLAN"

14. Statement of general and special "LONG-TERM LL\BILITIES - General obUgation long-term debt issuance and and Special ObUgation Long-Term repayment analysis on a five-year Debt Issuance and Repayment comparative basis through the end of Analysis" the prior fiscalyea r

15. Statement of outstanding "LONG-TERM LL\BILITI^ Commonwealth debt on a five-year Outstanding Lor comparative basis through the end of Commonwea tiie prior fiscalyear , 16. Annual fiscal year debt service requirements for Commonwealth general obUgation and special obUgation bonds, beginning with the current fiscal year 17. Annual fiscal year contract I ERM LIABILITIES - General requirements for Commode; Ration Contract Assistance general obUgation contrm assistam ^abilities" beginning with th|^urr^Lfiscal ye

"LONG-TERM LIABE^ITIES - Budgetary rUabilities for Contract Assistance Liabilities" ritiitiie

iummary presentation of "LONG-TERM LLABILITIES - Authorized ut unissued general But Unissued Debt" bt ; as Commonwealth statutes "LONG-TERM LIABILITIES - General i a limit on the amount of Authority to Borrow; Statutory Limit outstanding "direct" bonds, on Direct Debt" information as to compliance therewith as ofthe end ofthe prior fiscal year

21. Summary presentation of the then- "LONG-TERM LIABILITIES - Uiterest current, Commonwealth interest rate Rate Svraps" swap agreements

22. Summary presentation of the then- "LONG-TERM LL^LBILITIES - Liquidity current. Commonwealth Uquidity Facilities" facilities

-7- Any or all ofthe items listed above may be included by reference to other documents, including official statements pertaining to debt issued by the Commonwealth, which have been submitted to EMMA. The Commonwealth's annual financial statements for each fiscal year shall consist of (i) combined financial statements prepared in accordance with a basis of accounting that demonstrates compUance v/ith the Massachusetts General Laws and other applicable state finance laws, if any, in effect from time to time and (ii) general purpose financial statements prepared in accordance with generally accepted accounting principles in effect from time to time and shall be audited by a firm of certified public accountants appointed by the Commonwealtihi.

On behalf of the Commonwealth, the Treasurer and Receiver-General ofthe Commonwealth hereby further undertakes for the benefit ofthe owners of tlmBonds to provide in a timelymanner , not in excess often business days after occurrence of the^Mit, to EMMA notice of any ofthe following events with respect to the Bonds (numb|iMUfi ac^dance with the provisions ofthe Rule):

(i) principal and interest payment delinquencies;^

(ii) non-payment related defaults, if material;^

(iii) unscheduled draws on debt serviclBfcc:es%fl^|i{igTrmancial difficulties;'''

(iv) unscheduled draws on crsdiLenH^erflbls iWecting financial difficulties;

(V) substitution of credit • liquidity^ro^ters, or their failure to perform;

(vi) adverse tax ly the Intemal Revenue Service of proposed or final dete: ftaxaWlly, Notices of Proposed Issue (IRS Form 5701-TEB) or 01 determinations with respect to the tax status ofthe events affecting the tax status ofthe Bonds;

ions to the rights of security holders, if material;

if material;

asances; (x) release, substitution or sale of property securing repayment ofthe Bonds, if material;^

(xi) rating changes;

(xii) tender offers;

IfHot applicable to the Bonds, since there is no debt service reserve fund securing the Bonds.

2/Not applicable to the Bonds, since there is no property securing repayment ofthe Bonds that could be released, substituted or sold.

-8- (xiii) bankmptcy, insolvency, receivership or similar event ofthe Commonwealth;^' (xiv) the consummation of a merger, consolidation, or acquisition or the sale of aU or substantially all ofthe assets ofthe Commonwealth, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

(xv) appointment of a successor or additional trustee or the change of name of a trustee, if material. '^'

Nothing herein shall preclude the Commonwealth from disseminatin y information in addition to that required hereunder. If the Commonwealth disseminates any s .additional information, nothing herein shall obUgate the Commonwealth to updatMaish i ation or include it in any fiiture materials disseminated

To the extent permitted by law, the foregoing provisii lated to the above-described undertakings to provide information sh mmt the Commonwealth m accordance with the terms thereof by d, including any beneficial owner acting as a third^party benefici ,s as a beneficial owner reasonably satisfactory to the Treasurer and Rec tBB extent pennitted by law, any such owner shall have the right, for the iction of all owners of Bonds, by mandamus or other suit or proceedin^^a' enforce its rights against the Commonwealth and fo compel the Cg^lmSRveaf of its officers, agents or employees to perform and cany out their duties| g provisions as aforesaid, provided; however, that the sole remedjy^^coi such undertakings shall be limited to an action to compd specific performa^jreoft] of the Commonwealth in connection with such undertakings and shall n^^^clu !5 monetary damages. The Commonwealth's obligations in respe S shall terminate if no Bonds remain outstanding (without regard ice) or if the provisions ofthe Rule conceming continuing dis io loil^l^l&ctive, whichever occurs finst. The provisions of this Bond relating igs may be anended by the Treasurer and Receiver-General ofthe Commi lit the consent of, or notice to, any owners of the Bonds, (a) to comply withoi tie^ovisions ofthe Rule or any amenthnents thereto or authoritative interpre 3f by the Securities and Exchange Commission or its staff (whether required oroptional^ id a dissemination agent for the information required to be provided by such undertakings aid to make any necessary or desirable provisions with respect thereto, (c) to add to the covenants of the Commonwealth for the benefit of the owners of Bonds, (d) to modify the contents, presentation and format of the annuai financial information from time to time as a result of a chtoge in circumstances that arises fiom a change in legal requirements, or (e) td otherwise modify the undertakings in a maniKr consistent with the provisions of state legislation

V All noted in the Rnfe, ttiis event is ctmsidered to occur when any of the following occur: (i) the appointmoit of a receiver, fiscal agent or similar offlciar for the Commonwealdi in a proceediiig under the U.S. Bankraptcy Code or in any proceedingunda state or federal law in which a cowt ot govemmental autbnity has asaiiDedjuris(ttctioa ova substantiaUy all ofthe asseta or business ofthe Conunonwealth, or if such jurisdiction has been assumed by leaving the existing governing body and officials in possession but Subject to the supervision and ordera of a court or governmental auAoriQr, or (ii) the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or govenunental authority having supervisica or juriadicticm over substantially all ofthe assets or business ofthe Commonwealth.

V Not applicable to Ihe Bonds. establishing a state information depository or otherwise responding to the requirements ofthe Rule conceming continuuig disclosure; provided, however, that in the case of any amendment pursuant to clause (d) or (e), (i) the undertaking, as amended, would have complied with the requirements ofthe Rule at the time ofthe offering ofthe Bonds, after taking into account any amendments or authoritative interpretations ofthe Rule, as well as any change in circumstances, and (ii) the amendment does not materially impair the interests ofthe owners ofthe Bonds, as determined either by a pmty unaffiUated with tiie Commonwealth (such as Commonwealth disclosure counsel or Commonwealth bond counsel) or by the vote or consent of owners of a majority in outstanding principal amount ofthe Bonds affected thereby at or prior to the time of such amendment.

13863969.1

10 NIXON PEABODYUP ATTORNEYS AT LAW 401 9th Street N.W. Suite 900 Washington, DC 20004-2128 (202) 585-8000 Fax: (202)585-8080

Bruce M. Serchuk Direct Dial: (202)585-8267 Direct Fax: (866)741-5625 E-Mail: [email protected]

June 11, 2012

CERTIFIED MAIL RETURN RECEIPT REQUESTED

Intemal Revenue Service Center Ogden, Utah 84201

Re: Commonwealth of Massachusetts General Obligations Bonds, Consolidated Loan of 2012, Series B

Ladies and Gentlemen:

Enclosed is the Form 8038-G, Information Retum for Tax-Exempt Govermnental Obligations, for the above-referenced issue.

Thank you for your attention to this matter.

Sincerely yours,

Bruce M. Serchuk

7009 1410 0002 5985 5994

13158402.1

W VV VV . N : X O N P E ,A B O D Y . C O M Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev. September 2011) ^ Under Intemal Revenue Code section 149(6) OMB No. 1545-0720 > See separate Instructions. Department of the Treasury Internal Revenue Service Caution: If the Issue price is under $100,000, use Form 8038-GC. Reporting Authority If Amended Return, check here • D 1 Issuer's name 2 Issuer's employer identification number (EIN) Commonwealth of Massachusetts 04-6002284 3a Nama of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a

4 Number and street (or P.O. box if mail is not deUvered to street address) Room/suite 5 Report number (For IHS Use On/y; Treasurer and Receiver-General, State House 6 City, town, or post office, state, and ZIP code Date of issue Boston, Massachusetts 02133 June 1,2012 8 Name of Issue 9 CUSIP number General Obligation Bonds, Consolidated Loan of 2012, Series B 57582PG38 10a Name and title of officer or other employee of the Issuer whom the IRS may call for more information (see 10b Telephone number of officer or other instructions) employee shown on 10a Colin A. MacNaught, Assistant Treasurer (617)367-3900 • aMIIIB Type of Issue (enter the issue price). See the Instructions and attach schedule. 11 Education, 11 12 Health and hospital °. . 12 13 Transportation 13 14 Public safety 14 15 Environment (including sewage bonds) . 15 16 Housing 16 17 Utilities 18 Other. Describe • Various Capital Projects 19 If obligations are TANs or IRANs, check only box 19a • D If obligations are BANs, check only box 19b • D 20 If obligations are in the form of a lease or installment sale, check box • D

liRTiJHi Description of Obligations. Complete for the entire issue for which this form is being filed. (d) Weighted (a) Final maturity date (b) Issue price (c) stated redemption (e) Yield price at maturity average maturity 21 06/01/2042 J. 380,798,400.00 1. 350,000,000.00 17.7113 years 3.2986 % jifiTiii^i Uses of Proceeds of Bond Issue (including underwriters' discount) 22 Proceeds used for accrued Interest 22 00 23 Issue price of entire issue (enter amount from line 21, column (b)) . . 23 380,798,400 00 24 Proceeds used for bond issuance costs (including underwriters' discount). 24 958,000 05 25 Proceeds used for credit enhancement 25 00 26 Proceeds allocated to reasonably required reserve or replacement fund 26 00 27 Proceeds used to currently refund prior issues 27 00 28 Proceeds used to advance refund prior issues 28 00 -^29 Total (add lines 24 through-28), , .-..-... , . . . _ .. 958,000 05 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount irere) 30 379,840,399 95 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . • years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . • vears 33 Enter the last date on which the refunded bonds will be called (MM/DD/YYYY) • 34 Enter the date(s) the refunded bonds were Issued • (MM/DD/YYYY) For Paperwork Reduction Act Notice, see separate Instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2011) Form 8038-0 (Rev. 9-2011) Page 2 liJWm Miscellaneous Entertheamountof the state volume cap allocated to the issue under section 141(b)(5) .... | 35 I 0| 00 Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) 36a 00 b Enter the final maturity date of the GIC • c Enter the name of the GIC provider • 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units | 37 1 ol 00 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box • D and enter the following information: b Enter the date of the master pool obligation • c Enter the EIN of the issuer of the master pool obligation • d Enter the name of the issuer of the master pool obligation •• 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(lll) (small Issuer exception), check box .... • D 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box • D 41a If the issuer has identified a hedge, check here • D and enter the following information: b Name of hedge provider • c Type of hedge • d Term of hedge • 42 If the Issuer has superintegrated the hedge, check box • Q 43 if the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box • 0 44 If the issuer has established written procedures to monitor the requirements of section 148, checkbox •13 45a If some portion of the proceeds was used to reimburse expenditures, check here • 0 and enter the amount of reimbursement • To be determined. b Enter the date the official intent was adopted • Various legislative authorizations of the Commonwealth.

Under penalties of perjury, I declare that 1 have examined this return and accompanying schedules and statements, and to the best ol my knowledge Signature and belief^ey are true, correct/ar^ complete. 1 further declare that 1 consent to the IRS'a disclosure of the issuer's retum information, as necessary to Ind process tpsji^m, to the persoji j/at I have authorized above. Consent of issuer's authorized representative Date y Type or print name and title ' Print/Type preparer's name PTIN Paid 17^ Check • if Preparer Bruce M. Serchuk ml self-employed P1067708 Use Only Firm's name Nixon Peabody LLP Firm's EIN > 16-0764720 Firm's address *- 401 9th Street NW, Suite 900, Washington, DC 20004 Phone no. (202) 585-8000 Form 8038-G (Rev. 9-2011) SENDER: COIVIPLBrB THIS SECTION COMPLETE THIS SECTION ON DELIVERY

Completa items 1, 2, and 3. Also complete A signature item 4 if Restricted Delivery is desired. DAgent ' Print your name and address on the reverse X D Addressee ' so that wa can retum the card to you. B. Received by (Printed Name) C. Date of Delivery Attach this card to the back of the mailpiece, or on the front if space permits. D. Is drtlvety address different ftom Ham 17 DYes 1. Article Addressed to: ^addratsbalayv: • No ENBD ^ Internal Revenue Service Center Ogden, Utah 84201

t for Mercharxiisa n Insured Mall Q C.O.D. 4. Rastrlctsd Delivery? (BttaF^ OYes 2, Article Number (Transfer from service /abeO 7gpf 1^1 o ^00'^ -yj&S" Sf-Jf

PS Form 3811, Febmary 2004 Domestic Retum RK»lpt ;.*z^a*is40(

3- (Oomesih Mail Only; No Insurance Coverage Provided) cr ! For oeHvery inforniation visit our website at wwrwr.usps.com::

i>S-Form38do: nimiisim' . .Se^lReVerse lor .Instructions . Blanket Issuer Letter of Representations (To ba ComolMtd by Istuw)

,Tbg Cormonv.aitit-,h ot rins^arThMiet-.ca. i.\'.«..,

Alienlioo! Ut>derwirittng Department — Eligibility The Depository Trust Company 33 Water Streets SOth Floor fje^uYorkm 10O41-0099

Ijidics and Gentlemen; This letter sets forth our understanding with res;>ec< to all issues (the "Securities') that Issuer ihJI request be made eligible for deposit by The Depository Trait Company ("DTC").

To induce DTC to accept the Securities as eligible for deposit at DTC. and to ad In accordance \vtih DTCs Rulei with respect lo the Secutities, issuer repnseob to DTC that Issoec will eampty wiih the re^ulremenU stated in DTC's Operational Anangements. u they may be amended from time lo time.

Note: Very truly youtl. 5cli«d«l« A c«M«ln« lUtennu lli>« OTC b«ll«»«> uiaiAiVf dtscnbe DtCtlH mcdud of ttkaSM booli. t>>>

7seph O. Halon«, fUceJved ind Acoepteds TceasuEer and Receiver-Genecal

TME DEPOSrrOWTRUST COMPAMY

8r. j^fT^^^^^ ^ ^y#utt^ NIXON PEABODYLLP

100 Summer Street Boston, Massachusetts 02110-2131 (617)345-1000 Fax: (617) 345-1300

Date of Delivery

The Honorable Steven Grossman Treasurer and Receiver-General The Commonwealth of Massachusetts State House - Room 227 Boston, Massachusetts 02133

Re: The Commonwealth of Massachusetts General Obligation Bonds, Consolidated Loan of 2012, Series B dated June 1,2012

Ladies and Gentlemen:

We have acted as Bond Counsel to The Commonwealth of Massachusetts in connection with the issuance by the Commonwealth of $350,000,000 aggregate principal amount of General Obligation Bonds, Consolidated Loan of 2012, Series B dated June 1, 2012 (the "Bonds").

We have examined the law and such certified proceedings and other papers as we deemed necessetry to render this opinion. As to questions of fact material to our opinion, we have relied upon the certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. On the basis ofthe foregoing, we are ofthe opinion, under existing law, as follows:

1. The Bonds are valid general obligations of The Commonwealth of Massachusetts (the "Commonwealth") and the full faith and credit ofthe Commonwealth are pledged for the payment ofthe principal of and interest on the Bonds. It should be noted, however, that Chapter 62F ofthe General Laws of The Commonwealth of Massachusetts establishes a state tax revenue growth limit and does not exclude principal and interest payments on Commonwealth debt obligations from the scope ofthe limit.

2. Interest on the Bonds is exempt from Massachusetts personal income taxes, and the Bonds are exempt from Massachusetts personal property taxes. We express no opinion as to other Vlassachusetts or local tax consequences arising with respect to the Bonds nor as to the taxability ofthe Bonds or the income therefrom under the laws of any state other than Massachusetts.

3. The Internal Revenue Code of 1986 (the "Code") sets forth certain requirements which must be met subsequent to the issuance and delivery ofthe Bonds for interest thereon to be and remain excluded from gross income for Federal income tax purposes. Noncompliance with such requirements could cause the interest on the Bonds to be included in gross income for Federal income t'ax purposes retroactive to the date of issue ofthe Bonds. The Commonwealth The Honorable Steven Grossman Treasurer and Receiver-General The Commonwealth of Massachusetts Date of Delivery Page 2 of2 has covenanted to comply with the applicable requirements ofthe Code in order to maintain the exclusion ofthe interest on the Bonds from gross income for Federal income tax purposes pursuant to Section 103 ofthe Code. In addition, the Commonwealth has made certain representations and certifications relating to the exclusion from gross income for federal income tax purposes of interest on the Bonds. We have not independently verified the accuracy of those cert.ifications and representations.

Under existing law, assuming compliance with the tax covenants described herein and the accuracy ofthe aforementioned representations and certifications, interest on the Bonds is excluded from gross income for Federal income tax purposes under Section 103 ofthe Code. We are also ofthe opinion that such interest is not treated as a preference item in calculating the alternative minimum tax imposed under the Code with respect to individuals and corporations. Interest on the Bonds is, however, included in the adjusted current earnings of certain corporations for purposes of computing the altemative minimum tax imposed on such corporations.

Bond Counsel is further ofthe opinion that the difference between the principal amount of the Bonds maturing June 1, 2027 (the "Discount Bonds") and the initial offering price to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial amount of such Discount Bonds of the same maturity was sold constitutes original issue discount which is excluded from gross income for federal income tax purposes to the same extent as interest on the Bonds. Further, such original issue discount accrues actuarially on a constant interest rate basis over the term of each Discount Bond and the basis of each Discount Bond acquired at such initial offering price by an initial purchaser thereof will be increased by the amount of such accrued original issue discount. The accrual of original issue discount may be taken into account as an increase in the amount of tax-exempt income for purposes of determining various other tax consequences of owning the Discount Bonds, even though there will not be a corresponding cash payment.

Except as stated in the preceding four paragraphs, we express no opinion as to any Federal, state or local tax consequences ofthe ownership or disposition ofthe Bonds. Furthermore, we express no opinion as to any Federal, state or local tax law consequences with respect to the Bonds, or the interest thereon, if any action is taken with respect to the Bonds or the proceeds thereof upon the advice or approval of other counsel.

It is to be understood that the rights ofthe holders ofthe Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. Very truly yours, /

13864025.

NIXON PEABODY LLP NIXON PEABODYLLP

100 Summer Street Boston, Massachusetts 02110-2131 (617) 345-1000 Fax; (61 7) 345-1 300

June 1,2012

Merrill Lynch, Pierce, Fenner & Smith Incorporated, as successful bidder One Bryant Park, 12* Floor New York, New York 10036

Re: The Commonwealth of Massachusetts General Obligation Bonds, Consolidated Loan of 2012, Series B dated June 1,2012

Ladies and Gentlemen:

We are delivering to you herewith our opinion dated this day and addressed to the Treasurer and Receiver-General of The Commonwealth of Massachusetts approving the issue by the Commonwealth of its $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B. You may rely on such opinion the same as if it were addressed to you.

Very truly yours. t^x.-

l.-!990132.i NIXON PEABODYLLP

100 Summer Street Boston, Massachusetts 02110-21 31 (617) 345-1000 Fax: (617)345-1300

June 1,2012

The Honorable Steven Grossman Merrill Lynch, Pierce, Fenner & Treasurer and Receiver-General Smith Incorporated, as State House, Room 227 successful bidder Boston, Massachusetts 02133 One Bryant Park, 12"L " Floor New York, New York 10036 The Honorable Jay Gonzalez Secretary of Administration and Finance State House, Room 373 Boston, Massachusetts 02133

Ladies and Gentlemen:

We have acted as bond counsel with respect to the issuance by The Commonwealth of Massachusetts (the "Commonwealth") of its $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds"), which are being issued on the date hereof In our capacity as bond counsel we have examined the law, a certified copy of proceedings and other papers relating to the authorization and issuance ofthe Bonds, including the Official Notice of Sale dated May 21, 2012, as supplemented by the Supplement thereto dated May 21, 2012 (the "Notice of Sale"), the Certificate of Award and Acceptance dated May 22, 2012, the Preliminary Official Statement dated May 21, 2012 (the "Preliminary Official Statemenf) and the Official Statement dated May 22, 2012 (the "Final Official Statemenf')- This opinion is being rendered pursuant to the Notice of Sale, and terms not otherwise defined herein that are defined in the Notice of Sale are used herein as so defined.

We have rendered legal advice and assistance to the Commonwealth in the course of and have participated in the preparation ofthe Preliminary Official Statement and the Official Statement and, based upon such participation, we are of opinion that the information contained in the Preliminary Official Statement and the Final Official Statement under the headings "THE BONDS," "SECURITY FOR THE BONDS" and in Appendix B, insofar as such information constitutes summaries of certain provisions ofthe Bonds and applicable Massachusetts law, presents a fair summary of such provisions. In addition, in the course of our participation in the preparation ofthe Preliminary Official Statement and the Final Official Statement as aforesaid, no facts came to our attention that have caused us to conclude that the Preliminary Official Statement, as of its date, or the Final Official Statement, as ofthe date of sale ofthe Bonds or the date hereof (except for the initial public offering prices or yields ofthe Bonds on the inside cover page of the Final Official Statement and any other information concerning the reoffering ofthe Bonds included therein at your request and the information in the Preliminary Official Statement and the Final Official Statement under the headings "BOOK-ENTRY-ONLY The Honorable Steven Grossman The Honorable Jay Gonzalez Merrill Lynch, Pierce, Fenner & Smith Incorporated June 1,2012 Page 2

SYSTEM," "RATINGS" and "COMPETITIVE SALE OF BONDS" and in any Appendix other than Appendix B, as to which we express no opinion), contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein, in light ofthe circumstances under which they were made, not misleading.

Very truly yours, i d

fl i^c~- m^r

NIXON PEABODY LLP One Financial Center Boston, MA 02111 617-542-6000 MINTZ LEVIN 617-542-2241 fax www.mintv^^com

June 1,2012

Honorable Steven Grossman Merrill Lynch, Pierce, Fenner & Smith Treasurer and Receiver-General Incorporated, as purchaser The Commonwealth of Massachusetts One Bryant Park State House, Room 227 New York, NY 10036 Boston, MA 02133

Honorable Jay Gonzalez Secretary of Administration and Finance The Commonwealth of Massachusetts State House, Room 373 Boston, MA 02133

We have acted as special disclosure counsel to The Commonwealth of Massachusetts (the "Commonwealth") with respect to the preparation ofthe Commonwealth's Information Statement dated May 8, 2012 (the "Information Statemenf). This opinion is rendered pursuant to the Official Notice of Sale dated May 21, 2012 (the "Notice of Sale"), relating to the Commonwealth's $350,000,000 General Obligation Bonds, Consolidated Loan of 2012, Series B (the "Bonds").

In our capacity as special disclosure counsel, we have participated in the preparation ofthe Information Statement, including participation in conferences with representatives ofthe Commonwealth at which the contents ofthe Infonnation Statement and related matters were discussed and reviewed, and we have examined originals or copies certified or otherwise identified to our satisfaction ofthe letters, certificates and opinions of even date herewith provided to the Commonwealth pursuant to the Notice of Sale, certain letters and certificates delivered to the Treasurer and Receiver-General and Secretary of Administration and Finance ofthe Commonwealth relating to the Information Statement and various other documents, records and instruments which we have deemed appropriate.

We have made such examination of Massachusetts and federal law as we have deemed relevant for purposes of this opinion.

We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness ofthe statements contained in the Information Statement and make no representation that we have independently verified the accuracy, completeness or fairness of such statements contained therein. We do advise you, however, that in the course of our examination and participation in the preparation ofthe Information Statement as described above, no facts have come to our attention that have led us to believe that the Information Statement, as of May 21, 2012, as of May 22, 2012 or as ofthe date hereof (except for the financial and statistical data included in the Information Statement, the information contained in

Mintz, Levin, Cohn, Fetris, Glovsky and Popeo, P.C.

BOSTON | WASHINGTON | NEW YORK | STAMFORD j Los ANGELES | SAN DIEGO j LONDON | SAN FRANCISCO Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

Hon. Steven Grossman Hon. Jay Gonzalez Merrill Lynch, Pierce, Fenner & Smith Incorporated June 1,2012 Page 2 the Exhibits to the Information Statement and references to such information in the Information Statement, as to all ofwhich we express no opinion) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light ofthe circumstances under which they were made, not misleading.

This letter is fumished by us as special disclosure counsel to the Commonwealth solely for the benefit ofthe parties addressed and is not to be used, circulated, quoted or otherwise referred to in connection with the offering ofthe Bonds, except that reference to this letter may be made in any list of closing documents pertaining to the Bonds.

Very truly yours.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

6556715V.1 THE COMMONWEALTH OF MASSACHUSETTS

$350,000,000 GENERAL OBLIGATION BONDS, CONSOLIDATED LOAN OF 2012, SERIES B (the "BONDS")

CLOSING MEMORANDUM

The Closing for the above-referenced Bonds is scheduled for Friday, June 1, 2012, commencing at 10:30 a.m. at the offices of Nixon Peabody LLP, 100 Summer Street, Boston, Massachusetts 02110.

Participants in the Closing and their representatives are as follows:

Office ofthe Treasurer and Receiver-General Colin MacNaught (617) 367-9333 (Treasurer's Office) ext. 226 Nick Marinaro (617) 367-9333 ext. 513

Merrill Lynch, Pierce, Fenner & Smith Brendan Troy (212) 449-5081 Incorporated (Purchaser)

Nixon Peabody LLP (Bond Counsel) Peter Johnson (617) 345-1021 Navjeet Bal (617) 345-6090 Bruce Serchuk (202) 585-8267 Neal Pandozzi (617) 345-1052 Cheryl Valcourt (617) 345-1265

1. The Bonds are dated June 1, 2012. The maturity dates, principal amounts, interest rates and CUSIP numbers for the Bonds are as follows:

laturity Date Principal CJune n Amount Interest Rate CUSIP 2023 $40,000,000 5.00% 57582PF54 2024 40,000,000 5.00 57582P F62 2025 40,000,000 5.00 57582PF70 2026 40,000,000 4.00 57582P F88 2027 35,000,000 3.00 57582PF96 2028 55,000,000 4.00 57582P G20

$100,000,000 4.00% Term Bonds due June 1, 2042, yield: 3.85%, price: 101.024, CUSIP: 57582P G38

2, The Bonds have been delivered to The Depository Trust Company ("DTC"), issued in the name of Cede & Co. The Purchaser will, upon the opening of business on Friday, June 1, 2012, wire in federal funds the amount of $376,340,399.95, representing the $350,000,000 aggregate principal amount ofthe Bonds, plus a premium of $30,798,400.00, less an underwriter's discount of $958,000.05, and less the good faith deposit of $3,500,000, to The Commonwealth of Massachusetts's account pursuant to the following wire instructions: Sovereign Bank ABA #011-075-150 Account #: 00088880000 Commonwealth of Massachusetts - Central Deposit

3. The Purchaser shall give to Bond Counsel oral confirmation ofthe wire transfer number for the above-referenced wire transfer as soon as such number is available. Upon confirmation by the Treasurer's office of receipt ofthe wire transfer made to them. Bond Counsel and the Purchaser shall notify DTC (212-855-3752) to release the Bonds.

4. A conference call is scheduled for the morning ofJune 1, 2012, beginning at 10:30 a.m., to discuss the status of closing arrangements and to prepare for the closing call that will begin shortly thereafter. Please use the following information to join the call:

Call-in Number: 1-877-870-5858 Passcode: 1876234

13863749.1