Remarketing – Not A New Issue-Book-Entry Only Ratings: (see “RATINGS” herein) On June 2, 2005, Saul Ewing LLP and the Law Offices of Denise Joy Smyler (“2005 Co-Bond Counsel”), delivered their opinions that, as of the date thereof assuming compliance by the City with certain covenants, interest on the 2005C Bonds is not includable in gross income for purposes of federal income taxation under existing statutes, regulations, rulings and court decisions, except as to interest on any 2005C Bond during any period such 2005C Bond is held by a person who is a “substantial user” of the facilities financed or refinanced by the 2005C Bonds or a “related person” within the meaning of Section 147(a) of the Internal Revenue Code of 1986, as amended (the “Code”), 2005C Co-Bond Counsel further opined that interest on the 2005C Bonds is treated as an item of tax preference under Section 57 of the Code for purposes of the individual and corporate alternative minimum taxes and under the laws of the Commonwealth of Pennsylvania, the 2005C Bonds are exempt from personal property taxes in Pennsylvania, and interest on the 2005C Bonds is exempt from Pennsylvania personal income tax and the Pennsylvania corporate net income tax. On the date of remarketing of the 2005C Bonds, Saul Ewing LLP and Gonzalez Saggio & Harlan LLP, Co-Bond Counsel, will deliver their opinions that such remarketing and the delivery of the Letters of Credit will not, in and of themselves, adversely affect the exclusion of the interest on the 2005C Bonds from gross income for federal tax purposes. For a more complete discussion, see “TAX MATTERS” herein. $162,600,000 CITY OF PHILADELPHIA, PENNSYLVANIA AIRPORT REVENUE REFUNDING BONDS, SERIES 2005C Consisting of $81,300,000 $81,300,000 2005 Sub-Series C-1 Bonds 2005 Sub-Series C-2 Bonds Dated: Original Date of Delivery Price: 100% Due: June 15, 2025 The City of Philadelphia, Pennsylvania a corporation and body politic existing under the laws of the Commonwealth of Pennsylvania (the “City”), is remarketing its Airport Revenue Refunding Bonds, Series 2005C currently outstanding in the aggregate principal amount of $162,600,000 (the “Remarketing”). In connection with the Remarketing, the City will bifurcate the 2005C Bonds into two subseries: the 2005 Sub-Series C-1 Bonds in the aggregate principal amount of $81,300,000 (the “2005C-1 Bonds”) and the 2005 Sub-Series C-2 Bonds in the aggregate principal amount of $81,300,000 (the “2005C-2 Bonds”, together with the 2005C-1 Bonds, the “2005C Bonds”). The 2005C Bonds will bear interest at a Weekly Interest Rate determined by J.P. Morgan Securities LLC, the initial remarketing agent for each subseries of 2005C Bonds (the “Remarketing Agent”) and will mature on the dates specified above. The 2005C Bonds being remarketed by the Remarketing Agent were issued by the City on June 2, 2005, in the aggregate principal amount of $189,500,000. The 2005C Bonds are being remarketed as fully registered bonds in denominations of $100,000 or any integral multiple of $5,000 in excess thereof. The 2005C Bonds were issued pursuant to the Act, the Ordinances and the Variable Rate Securities Agreement (as such terms are defined herein). The 2005C Bonds, when remarketed, will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York (“DTC”) which will act as securities depository for the 2005C Bonds. Purchases of the beneficial ownership interests in the 2005C Bonds will be made in book entry only form. Purchasers will not receive certificates representing their ownership interests in the 2005C Bonds purchased, so long as Cede & Co. is the owner of the 2005C Bonds, as nominee of DTC. References herein to the bondholders, holders and registered owners shall mean Cede & Co., as aforesaid, and shall not mean the beneficial owners of the 2005C Bonds. See “DESCRIPTION OF THE 2005C BONDS Book Entry Only System.” The principal and redemption price of the 2005C Bonds are payable at the corporate trust office of U.S. Bank National Association, as Fiscal Agent and Sinking Fund Depository, in Philadelphia, Pennsylvania, at the times and in the amounts set forth herein. Interest on the 2005C Bonds while bearing interest at a Weekly Interest Rate is payable monthly on the fifteenth day of each month, by check mailed by the Fiscal Agent to the persons in whose names the 2005C Bonds are registered. So long as DTC, or its nominee, Cede & Co., is the registered owner of the 2005C Bonds, principal of and interest on the 2005C Bonds are payable directly to Cede & Co., for redistribution to Participants and in turn to Beneficial Owners as described herein. For so long as any purchaser is the Beneficial Owner of 2005C Bonds, such purchaser must maintain an account with a broker or dealer who is, or acts through, a Participant to receive payment of the principal of and interest on such 2005C Bonds. THE 2005C BONDS ARE LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE PLEDGED AMOUNTS (AS DESCRIBED HEREIN). THE 2005C BONDS ARE NOT SECURED BY A PLEDGE OF THE FULL FAITH, CREDIT OR TAXING POWER OF THE CITY. THE 2005C BONDS DO NOT CREATE ANY DEBT OR CHARGE AGAINST THE TAX OR GENERAL REVENUES OF THE CITY, OR CREATE A LIEN AGAINST ANY PROPERTY OF THE CITY OTHER THAN AGAINST THE PLEDGED AMOUNTS. Following the remarketing on December 23, 2011 (the “Remarketing Date”), until the expiration date described below, the payment of the principal of, interest on and purchase price of 2005C-1 Bonds tendered for purchase is payable in certain circumstances from the proceeds of an irrevocable direct pay letter of credit (the “2005C-1 Letter of Credit”), the stated expiration date of which is December 23, 2016, unless extended or terminated as described herein, issued by TD Bank, N.A. (the “2005C-1 Bank”) Following the Remarketing Date, until the expiration date described below, the payment of the principal of, interest on and purchase price of 2005C-2 Bonds tendered for purchase is payable in certain circumstances from the proceeds of an irrevocable direct pay letter of credit (the “2005C-2 Letter of Credit;” together with the 2005C-1 Letter of Credit, the “Letters of Credit”), the stated expiration date of which is December 23, 2014, unless extended or terminated as described herein, issued by Royal Bank of Canada (the “2005C-2 Bank”; together with the 2005C-1 Bank, the “Banks”). On the Remarketing Date, the Letters of Credit will replace a letter of credit issued for the 2005C Bonds by TD Bank, N.A. pursuant to a reimbursement agreement (the “Original Letter of Credit”). Simultaneously with the delivery of the Letters of Credit to the Fiscal Agent and Tender Agent on December 23, 2011, (i) the 2005C Bonds will become subject to mandatory tender for purchase, and (ii) the Original Letter of Credit will be terminated. Each Letter of Credit will constitute both a Credit Facility and Liquidity Facility under the Ordinance and the Variable Rate Securities Agreement, and each of the Banks will be a Credit Provider and Liquidity Provider under the Ordinance and the Variable Rate Securities Agreement, for the 2005C Bonds, as described herein. The 2005C Bonds are subject to optional and mandatory redemption prior to maturity. The 2005C Bonds are also subject to optional and mandatory tender as described herein while bearing interest at a Variable Rate. See “DESCRIPTION OF THE 2005C BONDS.” This Remarketing Circular generally describes the 2005C Bonds while bearing interest at a Weekly Interest Rate. Prospective purchasers of the 2005C Bonds bearing interest at rates other than the Weekly Interest Rate should not rely on this Remarketing Circular. By purchase and acceptance of the 2005C Bonds, the owners of the 2005C Bonds are deemed to have irrevocably consented to the amendments contained in the Variable Rate Securities Agreement. The Remarketing Agent, as owner for each subseries of 2005C Bonds in connection with the remarketing thereof, at the request of the City, will deliver its consent to the amendments to the Variable Rate Securities Agreement. The 2005C Bonds are being reoffered subject to the opinions of Saul Ewing LLP, Philadelphia, Pennsylvania and Gonzalez Saggio & Harlan LLP, New York, New York, Co-Bond Counsel. Certain legal matters will be passed upon for the City of Philadelphia by the City Solicitor. Certain legal matters in connection with the issuance of the Letters of Credit will be passed upon for the Banks by their counsel, Nixon Peabody LLP, of New York, New York. It is expected that the 2005C Bonds in definitive form will be made available through DTC in New York, New York against payment therefore on or about December 23, 2011. J.P. MORGAN Remarketing Circular dated December 15, 2011 $162,600,000 CITY OF PHILADELPHIA, PENNSYLVANIA AIRPORT REVENUE REFUNDING BONDS, SERIES 2005C Consisting of $81,300,000 $81,300,000 2005 Sub-Series C-1 Bonds 2005 Sub-Series C-2 Bonds 2005 Sub- Series C-1 Bonds 2005 Sub-Series C-2 Bonds CUSIP* 717817 RQ5 717817 RR3 Maturity Date June 15, 2025 June 15, 2025 Interest Rate Mode Weekly Mode Weekly Mode Remarketing Agent J.P. Morgan Securities LLC J.P. Morgan Securities LLC Letter of Credit Bank TD Bank, N.A. Royal Bank of Canada Letter of Credit Expiration Date December 23, 2016 December 23, 2014 * Copyright 2011, American Bankers Association. CUSIP data herein are provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. All rights reserved.