Massachusetts Development Finance Agency (TEFRA) Hearing

Said amendment of the terms of the Bonds will be deemed a current refunding of the

Bonds under the Code. The Bonds, currently outstanding in the principal amount of

$26,950,000 constitute the maximum aggregate principal amount of the Bonds immediately

following such amendment ($26,950,000).

The proceeds of the Bonds will be used to provide for the financing or refinancing of, or

the reimbursement of funds advanced by Endicott College (the “Institution,” which term includes

for purposes of this Notice any parent, subsidiary or other affiliate thereof) with respect to the

current refunding of the Bonds previously issued by MassDevelopment with respect to facilities

owned by the Institution, including without limitation those facilities that are located at and

adjacent to 376 Hale Street, Beverly, Massachusetts (the “Campus”), (including without

limitation such financing, refinancing or reimbursement of bond reserves, interest and issuance

costs), in particular the current refunding of the Bonds, the proceeds of Bonds, which were

loaned to the Institution for the purposes of:

1. the current refunding of all or a portion of the outstanding principal amount of the

MassDevelopment Revenue Bond, Endicott College Issue, Series 2012 (the “Series 2012

Bonds”) issued in the original principal amount of $26,465,000, the proceeds of which Series

2012 Bonds were loaned to the Institution for the purpose of the current refunding of the

outstanding principal amount of the Massachusetts Health and Educational Facilities Authority

Variable Rate Demand Revenue Bonds, Endicott College Issue, Series D (2004) (the “Series

2004 Bonds”), issued in the original principal amount of $33,625,000, the proceeds of which

Series 2004 Bonds were loaned to the Institution for the purpose of the financing or refinancing

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or the reimbursement of funds advanced by the Institution for:

(a) the project financed and refinanced with the proceeds of the $10,225,000 original

principal amount of the Massachusetts Health and Educational Facilities Authority

Variable Rate Demand Revenue Bonds, Endicott College Issue, Series B (the

“Series B Bonds”), the proceeds of which Series B Bonds were loaned to the

Institution for the purpose of the financing or refinancing of, or the reimbursement

of funds advanced by the Institution for the following projects (i) various building,

plant and grounds improvements including dormitory repairs, roof and building

repairs, administrative and faculty office renovations, energy conservation

improvements and athletic program facilities improvements; various interior

renovations including electrical system upgrading, campus re-cabling and

telephone/fire/alarm security system upgrading and the acquisition of academic and

administrative equipment including computers on the Campus of the Institution, (ii)

the construction of ten and one half (10 ½) units of dormitory townhouses, (iii) the

construction of an approximately 26,500 square foot apartment style dormitory

facility with approximately 24 suites to house 105 beds on the Campus of the

Institution and (iv) the construction and equipping of an approximately 83,000

square foot sports science and fitness center containing a gymnasium, locker rooms,

fitness area and sports science classrooms;

(b) the project financed and refinanced with the proceeds of the $13,880,000 original

principal amount of the Massachusetts Health and Educational Facilities Authority

Variable Rate Demand Revenue Bonds, Endicott College Issue, Series C (the

“Series C Bonds”), the proceeds of which Series C Bonds were loaned to the

Institution for the purpose of the financing or refinancing of, or the reimbursement

of funds advanced by the Institution for the following projects (i) the construction

of a new 120-bed residence hall and the acquisition of 40 acres of land adjacent to

the Campus, (ii) the construction of 24 modular housing units, (iii) the construction

of a maintenance facility and (iv) the construction of a new, approximately 55,000

square foot, 220–bed residence hall;

(c) the acquisition of a 21-room house located at 407 Hale Street adjacent to the

Campus and which was originally financed in part with the proceeds of a term loan

from Fleet National Bank; and

(d) the construction of a new, approximately 200-bed residence hall and a new,

approximately 100-space parking lot to be located on the Campus.

2. the refinancing of all or a portion of the $12,850,000 original principal amount of

a term loan made by Bank of America, N.A. to the Borrower, the proceeds of which were loaned

to the Institution for the purpose of the current refunding of the outstanding principal amount of

the $12,550,000 Massachusetts Health and Educational Facilities Authority Variable Rate

Demand Revenue Bonds, Endicott College Issue, Series E (2007) (the “Series 2007 Bonds”), the

proceeds of which Series 2007 Bonds were loaned to the Institution for the purpose of the

financing or refinancing of, or the reimbursement of funds advanced by the Institution for the

following projects:

(a) the construction of a new three-story, approximately 62,000 square foot visual

and performing arts center designed to provide academic and faculty space for the

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School of Art and Design, including two performance venues in the form of a Black

Box Theatre, a 250–seat performance hall, two galleries, 17 classrooms and studios

for interior design, photography, painting, drawing, creative arts, graphic design,

ceramics, and print making and book arts, two computer labs and a digital printing

lab;

(b) the construction of an approximately 6,067 square foot addition to the College

Hall administration building; and

(c) the construction of six modular housing units, consisting of approximately 6,912

aggregate square feet, used for housing 30 students.

The Bonds, as to be amended, will constitute qualified 501(c)(3) bonds for charitable

purposes, will not constitute a general obligation of, or a pledge of the faith and credit of

MassDevelopment or a general obligation of, or a debt or pledge of the faith and credit of The

Commonwealth of Massachusetts.

Interested persons wishing to express their views on the proposed amendment of the

Bonds will be given the opportunity to do so at the telephonic public hearing or may, prior to the

time of the public hearing, submit their views in writing to the MassDevelopment at 99 High

Street, 11th Floor, Boston, Massachusetts 02110. Persons desiring to participate at the

telephonic public hearing must make a written request at least 24 hours prior to the hearing by email to tefrahearinginfo@MassDevelopment.com or by mail to MassDevelopment, 99 High

Street, Boston, MA 02110, Attn: TEFRA Hearings.