OFFICIAL STATEMENT New Issue – BOOK-ENTRY ONLY Bond Rating : Moody’s Investors Service “Aa2” Standard & Poor’s “AA” CUSIP Base: 151365 (See “BOND RATING” herein.) In the opinion of Bond Counsel, assuming compliance with certain covenants of the School District, interest on the Bonds is excluded from gross income of the owners of the Bonds for federal income tax purposes under existing law, as currently enacted and construed. Interest on the Bonds is not an item of tax preference for purposes of either individual or corporate alternative minimum tax. Interest on the Bonds may be indirectly subject to corporate alternative minimum tax and certain other taxes imposed on certain corporations as more fully described under the caption “TAX EXEMPTION” herein. Under the laws of the Commonwealth of Pennsylvania, as currently enacted and construed, the Bonds are exempt from personal property taxes in Pennsylvania and the interest on the Bonds is exempt from Pennsylvania personal income tax.

$67,150,000 CENTENNIAL SCHOOL DISTRICT

(Bucks County, Pennsylvania)

$62,415,000 GENERAL OBLIGATION BONDS, SERIES A OF 2010 $4,735,000 GENERAL OBLIGATION BONDS, SERIES B OF 20 10

DATED: Date of Delivery INTEREST PAYABLE: June 15 and December 15 PRINCIPAL DUE: December 15, as shown herein FIRST INTEREST PAYMENT DATE: December 15, 2010 PAYMENT OF PRINCIPAL AND INTEREST: The principal of the General Obligation Bonds, Series of 2010, in the aggregate principal amount of $67,150,000, consisting collectively of $62,415,000 aggregate principal amount of General Obligation Bonds, Series A of 2010 (the “Series A Bonds”), and $4,735,000 aggregate principal amount of General Obligation Bonds, Series B of 2010 (the “Series B Bonds”) (the Series A Bonds and the Series B Bonds are herein sometimes collectively referred to as the “Bonds”) will be issued as fully registered bonds and, when issued, the Bonds will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”), New York, New York. So long as Cede & Co. is the registered owner, reference herein to the registered owner of Bonds shall mean Cede & Co., and not the Beneficial Owners (as defined herein). DTC will act as securities depository of the Bonds, and purchases of beneficial ownership interests in the Bonds will be made in book-entry form only, in denominations of $5,000 or integral multiples thereof. Beneficial Owners will not receive certificates representing their interest in the Bonds. (See “BOOK-ENTRY ONLY SYSTEM” herein). Interest on the Bonds is payable initially on December 15, 2010 and semiannually thereafter on June 15 and December 15 of each year until the principal sum thereof is paid. Principal of, and premium, if any, on the Bonds will be paid by U.S. Bank National Association, Philadelphia, Pennsylvania (the “Paying Agent”). So long as Cede & Co. is the registered owner, the Paying Agent will pay principal of and interest on the Bonds to DTC, which will remit such principal and interest to its Direct or Indirect Participants (as defined herein), which will in turn remit such principal and interest to the Beneficial Owners of the Bonds, as more fully described herein. (See “BOOK-ENTRY ONLY SYSTEM” herein.). The Bonds are subject to redemption prior to their stated maturities, as more fully described herein. (See "REDEMPTION OF BONDS" herein.) SECURITY FOR THE BONDS: The Bonds are general obligations of Centennial School District, Bucks County, Pennsylvania (the "School District"), payable from its taxes and other available revenues which presently include ad valorem taxes which may be levied on all taxable real property within the School District, within the limits prescribed by law, for the payment when due of the principal of and the interest on the Bonds. (See "INTRODUCTORY STATEMENT" herein.) The School District has covenanted that it will provide in its budget in each year, and will duly and punctually pay or cause to be paid from the sinking fund established under the Resolution (as defined below) of the School District pursuant to which the Bonds are issued, or from any other of its available revenues or funds, the principal of and the interest on every Bond on the dates and at the place and in the manner stated in the Bonds. For such budgeting, appropriation and payment, the School District irrevocably has pledged its full faith, credit and available taxing power. (See “ACT 1 OF SPECIAL SESSION 2006 (TAXPAYER RELIEF AC T)” herein.) AUTHORIZATION FOR ISSUANCE: The Bonds are being issued in accordance with the Local Government Unit Debt Act of the Commonwealth of Pennsylvania, 53 Pa. C.S. §§8001 et. seq. (the "Act"), with the approval of the Pennsylvania Department of Community and Economic Development, and pursuant to a Resolution adopted by the Board of School Directors of the School District on May 1, 2006 for the Series A Bonds and a Resolution duly adopted by the Board of School Directors of the School District on June 22, 2010 for the Series B Bonds (collectively, the "Resolution"). CONTINUING DISCLOSURE UNDERTAKING: The School District has agreed to provide, or cause to be provided, in a timely manner, certain information in accordance with the requirements of Rule 15c2-12, as promulgated under the Securities and Exchange Act of 1934, as amended and interpreted (the "Rule"). (See "CONTINUING DISCLOSURE UNDERTAKING" herein.)

LEGAL APPROVALS: The Bonds are offered when, as and if issued by the School District and received by the Underwriters, subject to prior sale and subject to the receipt of the approving legal opinion to be issued by Lamb McErlane PC, West Chester, Pennsylvania, Bond Counsel. Certain legal matters will be passed upon for the School District by its Counsel, Begley, Carlin & Mandio, Langhorne, Pennsylvania, Solicitor to the School District. The Bonds are expected to be available for delivery on or about July 28, 2010, in New York, New York. REGISTRATION OF BONDS: Information concerning the Bonds has been furnished to The Depository Trust Company, New York, New York ("DTC"). It is expected that the Bonds will be book-entry only.

The date of this Official Statement is June 22, 201 0.

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$67,150,000 CENTENNIAL SCHOOL DISTRICT

(Bucks County, Pennsylvania) $62,415,000 GENERAL OBLIGATION BONDS, SERIES A OF 2 010 $4,735,000 GENERAL OBLIGATION BONDS, SERIES B OF 20 10

DATED: Date of Delivery INTEREST PAYABLE: June 15 and December 15 PRINCIPAL DUE: December 15, as shown herein FIRST INTEREST PAYMENT DATE: December 15, 2010

BOND MATURITY SCHEDULE – SERIES A

Year Principal Interest CUSIP(Dec. 15) Amount Rate Yield Price (1) Numbers (2)

2011 1,170,000$ 2.000% 0.780% 101.671% 151365GT42012 1,970,000 2.000% 1.070% 102.179% 151365GU12013 2,025,000 2.000% 1.460% 101.774% 151365GV92014 2,045,000 2.000% 1.820% 100.753% 151365GW72015 2,110,000 2.500% 2.170% 101.666% 151365GX52016 1,625,000 3.000% 2.560% 102.573% 151365GY32017 1,465,000 4.000% 2.810% 107.879% 151365GZ02018 1,535,000 4.000% 3.050% 106.976% 151365HA42019 1,620,000 3.250% 3.340% 99.277% 151365HB22020 1,700,000 4.000% 3.440% 104.850% 151365HC02021 1,780,000 5.000% 3.530% (3) 112.679% (3) 151365HD82022 1,855,000 5.000% 3.640% (3) 111.665% (3) 151365HE62023 1,945,000 5.000% 3.730% (3) 110.844% (3) 151365HF32024 2,040,000 5.000% 3.810% (3) 110.119% (3) 151365HG12025 2,135,000 5.000% 3.900% (3) 109.312% (3) 151365HH92026 2,235,000 5.000% 3.980% (3) 108.600% (3) 151365HJ52027 2,340,000 5.000% 4.040% (3) 108.069% (3) 151365HK22028 2,450,000 5.000% 4.110% (3) 107.454% (3) 151365HL0

2030 5,265,000$ 5.000% 4.250% (3) 106.237% (3) 151365HN6

2034 12,205,000$ 5.000% 4.440% (3) 104.612% (3) 151365HP1

2037 10,900,000$ 5.000% 4.480% (3) 104.274% (3) 151365HM8 (1) Based on settlement date of July 28, 2010. (2) The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by

an organization not affiliated with the School District or the Underwriter, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such issue or the use of secondary market financial products. Neither the School District nor the Underwriter has agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above.

(3) Yield / Price to call.

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$67,150,000 CENTENNIAL SCHOOL DISTRICT

(Bucks County, Pennsylvania) $62,415,000 GENERAL OBLIGATION BONDS, SERIES A OF 2 010 $4,735,000 GENERAL OBLIGATION BONDS, SERIES B OF 20 10

DATED: Date of Delivery INTEREST PAYABLE: June 15 and December 15 PRINCIPAL DUE: December 15, as shown herein FIRST INTEREST PAYMENT DATE: December 15, 2010

BOND MATURITY SCHEDULE – SERIES B

Year Principal Interest CUSIP(Dec. 15) Amount Rate Yield Price (1) Numbers (2)

2010 440,000$ 2.000% 0.500% 100.569% 151365HQ92011 770,000 2.000% 0.780% 101.671% 151365HR72012 790,000 3.000% 1.070% 104.523% 151365HS52013 815,000 3.000% 1.460% 105.060% 151365HT32014 835,000 3.000% 1.820% 104.945% 151365HU02015 870,000 4.000% 2.170% 109.244% 151365HV82016 215,000 4.000% 2.560% 108.424% 151365HW6

(1) Based on settlement date of July 28, 2010. (2) The above CUSIP (Committee on Uniform Securities Identification Procedures) numbers have been assigned by an

organization not affiliated with the School District or the Underwriter, and such parties are not responsible for the selection or use of the CUSIP numbers. The CUSIP numbers are included solely for the convenience of bondholders and no representation is made as to the correctness of such CUSIP numbers. CUSIP numbers assigned to securities may be changed during the term of such securities based on a number of factors including, but not limited to, the refunding or defeasance of such issue or the use of secondary market financial products. Neither the School District nor the Underwriter has agreed to, and there is no duty or obligation to, update this Official Statement to reflect any change or correction in the CUSIP numbers set forth above.

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SUMMARY STATEMENT This Summary Statement is subject in all respects to more complete information contained in this Official Statement. No person is authorized to detach this SUMMARY STATEMENT from this Official Statement or otherwise use it without the entire Official Statement. Issuer ............................................. Centennial School District, Bucks County, Pennsylvania (the “School District”). The Bonds ..................................... $67,150,000 aggregate principal amount, General Obligation Bonds, Series of 2010,

consisting collectively of $62,415,000 aggregate principal amount of General Obligation Bonds, Series A of 2010 (the “Series A Bonds”), and $4,735,000 aggregate principal amount of General Obligation Bonds, Series B of 2010 (the “Series B Bonds”) (the Series A Bonds and the Series B Bonds are herein sometimes collectively referred to as the “Bonds”). The Bonds are dated the Date of Delivery thereof, and will mature as shown in the BOND MATURITY SCHEDULES shown on the inside of the cover and following page of this Official Statement. Interest on the Bonds will begin to accrue on the Date of Delivery, and is payable each June 15 and December 15, commencing December 15, 2010. (See “THE BONDS” herein.)

Redemption Provisions ................ The Series A Bonds are subject to mandatory and optional redemption prior to their

stated dates of maturity and the Series B Bonds are not subject to mandatory or optional redemption prior to their stated dates of maturity, as more fully described herein. (See “REDEMPTION OF BONDS” herein.)

Form of Bonds .............................. Book-Entry Only. Application of Proceeds ............... The proceeds of the Series A of 2010 Bonds will be used to fund: a) renovations and

additions to Willow Dale Elementary School; b) the construction, furnishing and equipping of two new elementary schools; c) capitalized interest on the Bonds; and d) a portion of the costs of issuance associated with issuing the Bonds. The proceeds of the Series B of 2010 Bonds will be used to: a) refund, on a current refunding basis, the School District’s General Obligation Bonds, Refunding Series of 2003, currently outstanding in the aggregate principal amount of $4,890,000; and b) fund a portion of the costs of issuance associated with issuing the Bonds. (See “PURPOSE OF THE BOND ISSUE,” “THE REFUNDING PROGRAM,” and “SOURCES AND USES OF FUNDS” herein.)

Security for the Bonds .................. The Bonds are general obligations of the School District, for the payment of which the

School District has irrevocably pledged its full faith, credit and available taxing power. (See “SECURITY FOR THE BONDS” and “ACT 1 OF SPECIAL SESSION 2006 (TAXPAYER RELIEF ACT)” herein.)

Bond Rating .................................. The Bonds received a credit rating of “Aa2” from Moody’s Investors Service, New

York, New York (“Moody’s”) and a credit rating of “AA“ from Standard & Poor’s Ratings Services, New York, New York (“S&P”). (See “BOND RATING” herein.)

Continuing Disclosure Undertaking ............................. The School District has agreed to provide, or cause to be provided, in a timely

manner, certain information in accordance with the requirements of Rule 15c2-12, as promulgated under the Securities and Exchange Act of 1934, as amended (the "Rule"). (See “CONTINUING DISCLOSURE UNDERTAKING” herein.)

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CENTENNIAL SCHOOL DISTRICT

(Bucks County, Pennsylvania) 433 Centennial Road

Warminster, Pennsylvania 18974-5448 Telephone: (215) 441-6000

BOARD OF SCHOOL DIRECTORS

Dr. Andrew Pollock ......................................... President Mr. Thomas Reinboth...................................... Vice President Ms. Betty Huf .................................................. Asst. Secretary Ms. Kati Driban ............................................... Member Mr. Micheal Hartline ........................................ Member Mr. Thomas Hezel ........................................... Member Ms. Jane Schrader Lynch ............................... Member Mr. Mark B. Miller ............................................ Member Ms. Cynthia Mueller ........................................ Member Mr. Joseph F. Faust, Jr. .................................. Treasurer* Mr. Timothy E. Vail .......................................... Secretary*

________ *Non-Voting Member

CENTRAL ADMINISTRATION

Dr. Thomas Turnbaugh ................................... Superintendent Mr. Timothy E. Vail.......................................... Business Administrator

SOLICITOR Begley, Carlin & Mandio

Langhorne, Pennsylvania

BOND COUNSEL Lamb McErlane PC

West Chester, Pennsylvania

PAYING AGENT, TRANSFER AGENT, BOND REGISTRAR,

AND SINKING FUND DEPOSITORY U.S. Bank National Association

Philadelphia, Pennsylvania

UNDERWRITERS

Janney Montgomery Scott LLC Philadelphia, Pennsylvania

RBC Capital Markets Corporation

Philadelphia, Pennsylvania

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No dealer, broker or any other person has been auth orized by Centennial School District, Bucks County, Pennsylvania (the "School District") to give any information or make any representation, other than those contained in t his Official Statement, and if given or made, such other information and representation mus t not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there b e any sale of the Bonds in any jurisdiction in whic h it is unlawful to make such offer, solicitation or sale. The information set forth he rein has been obtained from the School District and from other sources which are believed to be reliable, but the School District does not gu arantee the accuracy or completeness of information from sources other than the School District. No representation is made by the Underwr iters as to the accuracy or completeness of the inf ormation obtained from either the School District or from sources other than the Scho ol District. The information and expressions of op inion herein are subject to change without notice, and neither the delivery of this Of ficial Statement, nor any sale made hereunder shall , under any circumstances, create any implication that there has been no change in any of the information set forth herein since the date he reof.

IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE P REVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MA Y BE DISCONTINUED AT ANY TIME. THE UNDERWRITERS HAVE PROVIDED THE FOLLOWING SENTE NCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS PART O F, THEIR RESPONSIBILITIES TO INVESTORS UNDER THE FEDERAL SEC URITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANC ES OF THIS TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARA NTEE THE ACCURACY OR COMPLETENESS OF SUCH INFORMATIO N. THE BONDS HAVE NOT BEEN REGISTERED WITH THE SECURI TIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, A S AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE BONDS OR THE RESOLUTION IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF CERTAIN STATES, IF ANY, IN WHICH THE BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXE MPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF . NEITHER THESE STATES NOR ANY OF THEIR AGENCIES H AVE PASSED UPON THE MERITS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFF ENSE. The School District has previously provided the Un derwriter with a copy of its Preliminary Official S tatement, dated June 11, 2010. As of its date, the Preliminary Official Sta tement was “deemed final” for the purposes of SEC R ule 15c2-12(b)(1). The School District deems this Official Statement to be final for the p urpose of SEC Rule 15c2-12(b)(3).

TABLE OF CONTENTS

Item Page

Introductory Statement .......................................................................................................................... 1 The Bonds .............................................................................................................................................. 1 Book-Entry Only System ....................................................................................................................... 3 Redemption of Bonds ............................................................................................................................ 5 Security for the Bonds ........................................................................................................................... 6 Purpose of the Bond Issue .................................................................................................................... 8 The Refunding Program ........................................................................................................................ 8 Sources and Uses of Funds .................................................................................................................. 8 Centennial School District ..................................................................................................................... 9 Debt Limits and Remaining Borrowing Capacity of the School District ............................................... 13 Schedule of Direct and Overlapping Debt and Debt Ratios ................................................................. 15 History of Tax Anticipation Note Financing ........................................................................................... 15 Schedule of Debt Service Obligations .................................................................................................. 16 Summary of Significant Accounting Policies of the School District ..................................................... 17 Summary Statement of Fund Balance Trends - - General Fund ......................................................... 19 Summary Statement of Assets, Liabilities, and Fund Equity - - General Fund ................................... 20 Taxes and Taxing Powers of the School District .................................................................................. 21 Act 1 of Special Session 2006 (Taxpayer Relief Act) ........................................................................... 24 Real Property Values Trend .................................................................................................................. 25 The Paying Agent .................................................................................................................................. 26 Continuing Disclosure Undertaking ....................................................................................................... 26 Litigation ................................................................................................................................................. 27 Tax Exemption ....................................................................................................................................... 27 Bond Rating ........................................................................................................................................... 28 Bond Underwriting ................................................................................................................................. 28 Miscellaneous Matters ........................................................................................................................... 29 Appendix A – Demographic and Economic Description of Centennial School District ....................... A-1 Appendix B – Form of Opinion of Bond Counsel.................................................................................. B-1 Appendix C – Audited Financial Statement of the School District’s Fiscal Year Ending June 30, 2009 C-1

This Table of Contents does not list all of the sub jects in this Official Statement. In all instances , reference should be made to the complete Official Statement t o determine the subjects set forth herein.

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OFFICIAL STATEMENT

$67,150,000 CENTENNIAL SCHOOL DISTRICT

(Bucks County, Pennsylvania) $62,415,000 GENERAL OBLIGATION BONDS, SERIES A OF 2 010 $4,735,000 GENERAL OBLIGATION BONDS, SERIES B OF 20 10

INTRODUCTORY STATEMENT

This Official Statement, including the cover and following pages hereof and the Appendices hereto, is furnished in connection with the offering by the School District of $67,150,000 aggregate principal amount of General Obligation Bonds, Series of 2010 consisting collectively of $62,415,000 aggregate principal amount of General Obligation Bonds, Series A of 2010 (the “Series A Bonds”), and $4,735,000 aggregate principal amount of General Obligation Bonds, Series B of 2010 (the “Series B Bonds”) (the Series A Bonds and the Series B Bonds are herein sometimes collectively referred to as the “Bonds”). The Bonds are authorized to be issued pursuant to the provisions of the Pennsylvania Local Government Unit Debt Act 53 Pa. C.S. §§8001 et. seq. (the “Act”) and are described in, and are being issued pursuant to the provisions of, a Resolution adopted by the Board of School Directors of the School District on May 1, 2006 for the Series A Bonds and a Resolution duly adopted by the Board of School Directors of the School District on June 22, 2010 for the Series B Bonds (collectively, the "Resolution"). As a condition for the issuance of the Bonds, the approval of the Department of Community and Economic Development of the Commonwealth of Pennsylvania (the “Commonwealth”), for the School District to issue and deliver the Bonds will have been duly given pursuant to the Act; all acts, conditions and things required by the laws of the Commonwealth to exist, to have happened or to have been performed precedent to or in the issuance of the Bonds or in the creation of the debt of which any Bond is evidence, exist, will have happened, and will have been performed in regular and due form and manner as required by law; the Bonds, together with all other indebtedness of the School District, will be within every debt and other limit prescribed by the Constitution and the statutes of the Commonwealth; and the School District will have established with U.S. Bank National Association, Philadelphia, Pennsylvania, or its designee, as the paying agent, transfer agent, bond registrar, and sinking fund depository for the Bonds, a Sinking Fund for the Bonds, as defined herein, and shall deposit therein amounts sufficient to pay the principal of and interest on the Bonds as the same shall become due and payable. (See “THE BONDS - Paying Agent, Transfer Agent, Bond Registra r, and Sinking Fund Depository” and “THE PAYING AGENT” herein.) The Bonds, as General Obligation Bonds of the School District, are secured, for the prompt payment when due of the principal of, redemption premium, if any, and the interest on the Bonds, by a pledge of the full faith, credit, and available taxing power of the School District. (See “ACT 1 OF SPECIAL SESSION 2006 (TAXPAYER RELIEF ACT )” herein.) The Pennsylvania Public School Code of 1949, as amended (the "School Code"), presently provides for withholding and direct application of subsidies from the Commonwealth to a school district in the event of a failure by the school district to pay when due the principal of and the interest on its bonded indebtedness. (See “SECURITY FOR THE BONDS - Commonwealth Enforcement of Debt Service Payments” herein.) The proceeds of the Series A of 2010 Bonds will be used to fund: a) renovations and additions to Willow Dale Elementary School; b) the construction, furnishing and equipping of two new elementary schools; c) capitalized interest on the Bonds; and d) a portion of the costs of issuance associated with issuing the Bonds. The proceeds of the Series B of 2010 Bonds will be used to: a) refund, on a current refunding basis, the School District’s General Obligation Bonds, Refunding Series of 2003, currently outstanding in the aggregate principal amount of $4,890,000; and b) fund a portion of the costs of issuance associated with issuing the Bonds. (See “PURPOSE OF THE BOND ISSUE” and “THE REFUNDING PROGRAM” herein.)

THE BONDS

Description; Payment of Principal and Interest The aggregate principal amount of the Bonds is $67,150,000. The Bonds are dated the Date of Delivery therof, and will bear interest at the rates per annum, and will mature in the amounts and on the dates listed in the BOND MATURITY SCHEDULES shown on the inside of the cover and following pages of this Official Statement. Interest is payable initially on December 15, 2010 and thereafter semiannually on June 15 and December 15 of each year ("Interest Payment Dates"), until the principal amount thereof is paid. When issued, the Bonds will be registered in the name of Cede & Co., as nominee for the Depository Trust Company (“DTC”), New York, New York. Purchasers of the Bonds (the “Beneficial Owners”) will not receive

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any physical delivery of bond certificates and beneficial ownership of the Bonds will be evidenced only by book entries. See “BOOK-ENTRY ONLY SYSTEM ” herein.

So long as Cede & Co., as nominee of DTC, is the registered owner of the Bonds, payments of principal of and interest on the Bonds, when due, are to be made to DTC and all such payments shall be valid and effective to satisfy fully and to discharge the obligations of the School District with respect to, and to the extent of, principal and interest so paid.

If the use of the Book-Entry Only System for the Bonds is discontinued for any reason, bond certificates will be issued to the Beneficial Owners of the Bonds and payment of principal and interest on the Bonds shall be made as described in the following paragraphs. Principal of the Bonds will be paid to the registered owners thereof or assigns, when due, upon surrender of the Bonds at the corporate trust office of the Paying Agent in Philadelphia, Pennsylvania. Interest is payable to the registered owner of a Bond from the interest payment date next preceding the date of registration and authentication of the Bond unless: (a) such Bond is registered and authenticated as of an interest payment date, in which event such Bond shall bear interest from said interest payment date, or (b) such Bond is registered and authenticated after a Record Date (hereinafter defined) and before the next succeeding interest payment date, in which event such Bond shall bear interest from such interest payment date, or (c) such Bond is registered and authenticated on or prior to the Record Date preceding December 15, 2010, in which event such Bond shall bear interest from its Date of Delivery, or (d) as shown by the records of the Paying Agent, interest on such Bond shall be in default, in which event such Bonds shall bear interest from the date on which interest was last paid on such Bond. Interest shall be paid initially on December 15, 2010, and semiannually on June 15 and December 15 of each year thereafter, until the principal sum is paid. Interest on each Bond is payable by check drawn on the Paying Agent, which shall be mailed to the registered owner whose name and address shall appear, at the close of business on the last day of the month next preceding each interest payment date (the “Record Date”), on the registration books maintained by the Paying Agent, irrespective of any transfer or exchange of the Bond subsequent to such Record Date and prior to such interest payment date, unless the School District shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name the Bond is registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the Paying Agent to the registered owners of such Bonds not less than fifteen days preceding such special record date. Such notice shall be mailed to the persons in whose names such Bonds are registered at the close of business on the fifth day preceding the date of mailing. If the date for payment of the principal of or interest on any Bonds shall be a Saturday, Sunday, legal holiday, or a day on which banking institutions in the Commonwealth of Pennsylvania or city in which the designated office of the Paying Agent are authorized by law or executive order to close, then the date for payment of such principal or interest shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date established for such payment. Registration, Transfer and Exchange of Bonds The Paying Agent is responsible for maintaining the books of the School District pertaining to the registration of ownership of each Bond. The ownership of Bonds may be transferred upon the registration books upon delivery to the Paying Agent or its designee, of a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Paying Agent or its designee, duly executed by the registered holder of the Bonds to be transferred or his duly authorized attorney-in-fact or legal representative, subject to such reasonable regulations as the School District or the Paying Agent or its designee may prescribe, and upon payment of any taxes or other governmental charges incident to such transfer. No transfer of any Bond will be effective until entered on the registration books. In all cases of the transfer of a Bond, the Paying Agent or its designee will enter the transfer of ownership in the registration books and will authenticate and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of authorized denominations of the same maturity and interest rate for the aggregate principal amount which the registered holder is entitled to receive at the earliest practicable time in accordance with the provisions of the Resolution. Bonds may, at the option of the holder thereof and upon presentation thereof to the Paying Agent or its designee with satisfactory instructions, be exchanged for any equal aggregate principal amount of Bonds of the same maturity and interest rate, in any of the authorized denominations, upon payment of any tax, fee or other governmental charge required to be paid with respect to such exchange. Neither the School District nor the Paying Agent or its designee shall be required (a) to register the transfer of or to exchange any Bonds then considered for redemption, during a period beginning at the close of business on the fifteenth day

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next preceding any date of selection of Bonds to be redeemed and ending at the close of business on the day on which the applicable notice of redemption is mailed, (b) to register the transfer of or to exchange any portion of any Bond selected for redemption in whole or in part until after the redemption date, or (c) to register the transfer of or to exchange any Bond during the period beginning at the close of business on the fifteenth day preceding the date of maturity on the Bond and ending at the close of business on the date of maturity. Paying Agent, Transfer Agent, Bond Registrar, and Sinking Fund Depository The obligations and duties of the Paying Agent are described in the Resolution, a Paying Agent Agreement and the Act, and the Paying Agent has undertaken only those obligations and duties which are expressly set out in the Resolution, the Paying Agent Agreement or required by the Act. The Paying Agent has not independently passed upon the validity of the Bonds, the security therefor, the adequacy of the provisions for payment thereof, or the tax-exempt status of the interest on the Bonds. The Paying Agent is not required to take notice or be deemed to have notice of any default under the Resolution, except for failure by the School District to make or cause to be made any of the payments required to be made for the principal of the Bonds when due at maturity or earlier redemption, or the interest thereon. (See “THE PAYING AGENT” herein.) The Paying Agent may designate an agent for purposes of exercising the duties and functions described herein and in the Resolution. Sinking Fund The Resolution provides for the creation of a Sinking Fund - General Obligation Bonds, Series A and B of 2010 (the “Sinking Fund”); moneys deposited therein shall be held by the Paying Agent or its designee and segregated from all other funds of the School District. The School District shall deposit into such Sinking Fund not later than the date when interest or principal is to become due on the Bonds relating thereto amounts sufficient to pay the principal and interest then due on such Bonds. Money held in the Sinking Fund shall be maintained by the Paying Agent or its designee and may be invested in securities or deposits as authorized by law, upon direction of the School District. Such deposits and securities shall be in the name of the School District and shall be subject to withdrawal or collection by the Paying Agent or its designee only to pay debt service on the Bonds, and such deposits and securities, together with the interest earned thereon, shall be part of such Sinking Fund. The Paying Agent, as sinking fund depository, is authorized without further order from the School District to pay from the sinking fund the principal of and interest on the Bonds, as and when due and payable.

BOOK-ENTRY ONLY SYSTEM

The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Bonds of each series, each in the aggregate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of the Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org.

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Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a

credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interest in Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.

To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect

Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Resolution. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the School District as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the School District or Paying Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Paying Agent or the School District subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the School District or PayingAgent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect the Bonds at any time by giving reasonable notice to the School District or Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered.

The School District may decide to discontinue use of the system of book-entry transfers through DTC (or a successor

securities depository). In that event, Bond certificates will be printed and delivered to Beneficial Owners.

The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the School District believes to be reliable, but the School District takes no responsibility for the accuracy thereof.

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REDEMPTION OF BONDS

Notice of Redemption When required or directed to redeem Bonds, the Paying Agent shall cause notice of the redemption to be given by first-class mail, postage pre-paid, to all registered holders of Bonds to be redeemed at their registered addresses at least 30 days and not more than 60 days prior to the redemption date. Any such notice shall be given in the name of the School District, shall identify the Bonds to be redeemed (and, in the case of a partial redemption of any Bonds, the respective principal amounts thereof to be redeemed), shall specify the redemption date and the redemption price and shall state that on the redemption date the Bonds called for redemption will be payable at a designated office of the Paying Agent or its designee and that from that date interest will cease to accrue on the Bonds or portions thereof to be redeemed. Failure to mail any notice or any defect in the mailed notice or in the mailing thereof shall not affect the validity of the proceedings for the redemption of Bonds with respect to which no such failure or defect occurred. The Paying Agent may use CUSIP numbers in notices of redemption as a convenience to holders of the Bonds, but no representation is made as to the correctness of such numbers either as printed on the Bonds or as contained in any notice of redemption. Reliance may be placed only on the serial numbers of the Bonds. If the date for the payment of the principal of, interest on, or redemption premium, if any, on any of the Bonds shall be a Saturday, Sunday, legal holiday, or a day on which banking institutions in the Commonwealth of Pennsylvania or city where the designated corporate trust office of the Paying Agent or its designee is located are authorized by law or executive order to close, then the date for payment of the principal, redemption premium, if any, and interest shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment.

Manner of Redemption Portions of any Bond of a denomination larger than $5,000 may be redeemed, but only in the principal amount of $5,000 or any integral multiple thereof. For the purpose of redemption, each Bond shall be treated as representing the number of Bonds that is equal to the principal amount thereof divided by $5,000, each $5,000 portion of such Bond being subject to redemption. Upon surrender of any Bond for redemption of a portion only, the Paying Agent shall authenticate and deliver to the owner thereof a new Bond or Bonds of the same series, maturity date and interest rate, in authorized denominations in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered. Mandatory Redemption – Series A Bonds In the manner and upon the terms and conditions provided in the Resolution, the Series A Bonds stated to mature on December 15, 2030, December 15, 2034 and December 15, 2037 are subject to mandatory redemption, in part, in order of maturity and by lot within a maturity, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest thereon, to the dates fixed for redemption, on December 15 of the years and in the amounts set forth below: The Bonds Stated to Mature The Bonds Stated to Ma ture on December 15, 2030 on December 15, 2034

Year Principal Amount Year Principal Amount

2029 $ 2,570,000 2031 $ 2,830,000 2030 2,695,000* 2032 2,970,000

2033 3,125,000 2034 3,280,000*

The Bonds Stated to Mature on December 15, 2037

Year Principal Amount

2035 $ 3,450,000 2036 3,630,000 2037 3,820,000*

*Maturity.

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Mandatory Redemption – Series B Bonds The Series B Bonds are not subject to mandatory redemption prior to their stated dates of maturity. Optional Redemption – Series A Bonds In the manner and upon the terms and conditions provided in the Resolution, the Series A Bonds stated to mature on and after December 15, 2021 are subject to redemption prior to maturity at the option of the School District in any order of maturities either as a whole, or in part, at any time on or after December 15, 2020 and, if in part, within a maturity by lot, at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the date fixed for redemption. Optional Redemption – Series B Bonds The Series B Bonds are not subject to optional redemption prior to their stated dates of maturity.

SECURITY FOR THE BONDS

General The School District has covenanted that it will provide in its budget for each year, and will appropriate from its revenues in each such year, the amount of the debt service on the Bonds for such year, and will duly and punctually pay or cause to be paid from its Sinking Fund, or any other of its available revenues or funds, the principal of, redemption premium, if any, and the interest on the Bonds, as and when due, at the dates and places and in the manner stated on the Bonds. For such budgeting, appropriation, and payment, the School District has irrevocably pledged its full faith, credit and available taxing power. Such pledge is specifically enforceable but is subject to the limitations of bankruptcy, insolvency, and other laws or equitable principles affecting creditors rights generally. Additionally, the School Code presently provides for withholding and direct application of Commonwealth subsidies in the event of failure of a school district to pay debt service on its bonded indebtedness. (See “Commonwealth Enforcement of Debt Service Payments” herein.) No recourse shall be had for the payment of the principal of or the interest on any Bond, or for any claim based thereon or in the Resolution against any member of the Board of School Directors, or any officer or employee of the School District, past, present, or future or of any successor body, as such, either directly or through the School District or any such successor body, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise, and all such liability of such members of the Board of School Directors, officers, or employees is released as a condition of and as consideration for the issuance of the Bonds. Bondholder Rights and Remedies The remedies available to holders of the Bonds upon any failure to pay the principal of or the interest on the Bonds, when due, include those prescribed by the Act. If such failure should continue for a period of time in excess of thirty days, any holder of the Bonds will, subject to certain priorities, have the right to bring suit for the amount due in the Court of Common Pleas of Bucks County, Pennsylvania. The Act provides that, if the School District defaults in the payment of the principal of or the interest on the Bonds, and such default continues for a period of time in excess of thirty days, or if the School District fails to comply with any provision of either the Bonds or the Resolution, then the holders of 25% in aggregate principal amount of the Bonds may appoint a trustee to represent the holders of the Bonds. Such trustee may, and upon written request of the holders of 25% in aggregate principal amount of the Bonds and being furnished with satisfactory indemnity, must take one or more of the following actions, which will preclude similar action by individual holders: (i) bring suit to enforce all rights of the holders, (ii) bring suit on the Bonds, (iii) petition the Court to levy the amount due plus estimated costs of collection as an assessment upon all taxable real estate and other property subject to ad valorem taxation in the School District (any such assessment will have the same priority and preference as to other liens or security interests as a lien for unpaid taxes), and (iv) by suit in equity, enjoin any acts or things which may be unlawful or in violation of the rights of the holders, all as set forth more fully in the Act. Enforcement of a claim for payment of the principal of or the interest on the Bonds may be subject to the provisions of the federal bankruptcy laws and to the provisions of other statutory laws enacted by the Congress or the General Assembly of the Commonwealth, or common law developed by competent courts having jurisdiction extending the time for payment or imposing other constraints upon enforcement insofar as such laws may be constitutionally applied.

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Commonwealth Enforcement of Debt Service Payments Section 633 of the School Code, as amended by Act 150 of 1975, presently provides that in all cases where the board of school directors of any school district fails to pay or to provide for the payment of any indebtedness at date of maturity or date of mandatory redemption, or any interest due on such indebtedness on any interest payment date, in accordance with the schedule under which the bonds are issued, the Secretary of Education shall notify such board of school directors of its obligation and shall withhold out of any Commonwealth appropriation due such school district an amount equal to the sum of the principal amount maturing or subject to mandatory redemption and interest owing by such school district, and shall pay over the amount so withheld to the bank or other person acting as sinking fund depository for such bond issue. These withholding provisions are not part of any contract with the holders of the Bonds, and may be amended or repealed by future legislation. There can be no assurance that any payments made pursuant to this withholding provision will be made by the date on which such payments are due to Bondholders, and the effectiveness or priority of the withholding provisions of Section 633 may be limited by the application of other withholding provisions contained in the School Code, such as withholding and paying over appropriations for payment of unpaid teachers' salaries. Enforcement may also be limited by bankruptcy, insolvency, or other laws or equitable principles affecting the rights of creditors. Commonwealth Aid to School Districts Under the Constitution of the Commonwealth, the Commonwealth is charged with the duty of supporting and maintaining a thorough and efficient public school system. As one means of fulfilling this mandate, the General Assembly of the Commonwealth has rendered basic instructional financial assistance to school districts by means of periodic formulaic subsidies intended to reimburse a portion of the previous years’ costs of operation. The General Assembly has also provided partial reimbursement for sinking fund payments made by school districts and lease rental payments made to a municipal authority in support of school building projects approved by the Department of Education of the Commonwealth on a current fiscal year basis. Commonwealth reimbursement is based on the “Reimbursable Percentage” of a school building project and the greater of the school district's “Market Value Aid Ratio” (“MVAR”) or it’s “Permanent Capital Account Reimbursement Fraction” (“CARF”). The product of these two factors is the percentage of the annual debt service payments made on bonded indebtedness which will be reimbursed by the Commonwealth. The "Reimbursable Percentage" is based upon various components and formulaic costs of the project and will be determined by the Department of Education of the Commonwealth (the "Department"). The MVAR is a function of the market value of real estate within a school district per "weighted average daily membership" of the school district relative to that of all other school districts in the Commonwealth. The following table reflects both the funds which have been received by the School District from the Commonwealth with respect to lease rental and debt service subsidy payments and the amounts of debt service and lease rental payments made by the School District or on the School District’s behalf:

Total Payment by % Reimbursed byFiscal Year Ending June 30, Subsidy the School District (1) the Commonwealth

2006 -$ 945,801$ 0.00%2007 34,092 1,039,533 3.28%2008 40,661 1,059,603 3.84%2009 59,067 2,339,120 2.53%

2010 (Budgeted) 199,696 5,293,709 3.77%

Average 66,703$ 2,135,553$ 2.68% (1) Includes debt service and lease rental payments eligible for subsidy payments from the Commonwealth.

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PURPOSE OF THE BOND ISSUE

The proceeds of the Series A of 2010 Bonds will be used to fund: a) renovations and additions to Willow Dale Elementary School; b) the construction, furnishing and equipping of two new elementary schools; c) capitalized interest on the Bonds; and d) a portion of the costs of issuance associated with issuing the Bonds. The proceeds of the Series B of 2010 Bonds will be used to: a) refund, on a current refunding basis, the School District’s General Obligation Bonds, Refunding Series of 2003, currently outstanding in the aggregate principal amount of $4,890,000; and b) fund a portion of the costs of issuance associated with issuing the Bonds.

THE REFUNDING PROGRAM

The net proceeds of the Series B Bonds will be deposited with U.S. Bank National Association, as Paying Agent and sinking fund depository (the “Paying Agent”), for the Refunding Series of 2003 Bonds. The moneys so deposited will be applied by the Paying Agent to redeem on July 28, 2010 the outstanding Refunding Series of 2003 Bonds by paying 100% of the principal amount thereof plus accrued interest to the redemption date (there being no premium payable upon the redemption thereof).

SOURCES AND USES OF FUNDS

The proceeds from the sale of the Bonds shall be applied substantially in the following manner: Sources of Funds:

The Series A Bonds 62,415,000.00$ The Series B Bonds 4,735,000.00 Net Original Issue Discount / Premium 3,695,188.50

Total Sources of Funds 70,845,188.50$

Uses of Funds:

Deposit to the Construction Fund 65,207,028.97$ Deposit to the 2003 Current Refunding Fund 4,927,637.08 Deposit to the Capitalized Interest Fund 162,547.45

Issuance costs - legal, paying agent, printing, rating fee, bond discount advertising, filing, Cusip numbers and miscellaneous expenses 547,975.00

Total Uses of Funds 70,845,188.50$

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CENTENNIAL SCHOOL DISTRICT (Bucks County, Pennsylvania)

Introduction The School District comprises the Borough of Ivyland and the Townships of Upper Southampton and Warminster (collectively, the “Component Municipalities”). These three Component Municipalities are located in southwestern Bucks County (the “County”), approximately seventeen miles north of the center of the City of Philadelphia in that portion of the County known as Middle Bucks, and is bordered on the north by the Townships of Northampton and Warwick, on the south by Montgomery County, on the west by the Township of Warrington, and on the east by Lower Southampton Township. The Component Municipalities encompass a combined land area of 16.55 square miles, serving a 2000 U.S. Census population of 47,639. Organization and Central Administration The School District is a second class school district (school districts within the Commonwealth are classified as first, second, third and fourth class according to population) and operates under and pursuant to the School Code, as amended and supplemented. The School District is governed by a nine member Board of School Directors, comprising residents of the School District who are elected on a staggered basis. The daily operations and management of the School District are overseen by the Superintendent of Schools, who is the chief executive of the School District; budget preparation and control are overseen by the Business Administrator. The current enrollment of the School District is 5,894 and the School District currently operates six elementary and three secondary school building facilities. (See “School Building Facilities” below). The budget for the fiscal year ending June 30, 2010, is $91,135,828, and the total employment of the School District is currently 909 administrative, professional/instructional and classified support personnel. For a complete description of the economic and demographic characteristics of the School District, reference is hereby made to Appendix A of this Official Statement. SOURCE: School District Administrative Officials. Comparative Population Trends

The following table depicts the comparative population trends of the Component Municipalities, Bucks County, and the Commonwealth of Pennsylvania.

PercentagePolitical 1960 U.S. 1970 U.S. 1980 U.S. 1990 U.S. 2000 U .S. of Change

Subdivision Census Census Census Census Census 1999-2000

Ivyland Borough 425 600 661 490 492 0.41%Upper Southampton Township 7,941 13,936 15,806 16,076 15,764 -1.94%Warminster Township 15,994 34,900 35,463 32,832 31,383 -4.41%

Total 24,360 49,436 51,930 49,398 47,639 -3.56%

Bucks County 308,567 416,728 479,180 541,174 597,635 10.43%

Commonwealth of Pennsylvania 11,319,366 11,800,766 11,864,720 11,881,643 12,281,054 3.36% SOURCES: U.S. Census Data, The Pennsylvania State University Data Center.

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School Building Facilities

The School District is currently organized on the following grade level structure: K-5, 6-8 and 9-12. The following table depicts the component elements of the existing physical plant of the School District.

Year(s) ofOriginal Additions/ Grades Rated Current

Construction Renovations Housed Capacity Enrollment

Elementary:Davis Elementary School 1957 1969 K-5 960 341 Leary Elementary School 1959 1964 K-5 967 378 Longstreth Elementary School 1963 1966 K-5 980 383 McDonald Elementary School 1968 1972 K-5 1,621 672 Stackpole Elementary School 1965 1969 K-5 1,039 417 Willow Dale Elementary School 1980 --- K-5 1,505 481

Secondary:Klinger Middle School 1964 1967 6-8 1,119 672 Log College Middle School 1967 1969 6-8 1,427 689 William Tennent High School 1973 1978 9-12 2,223 1,861

Total..... 11,841 5,894

SOURCE: School District Administrative Officials. Enrollment History and Projections The past, present and projected enrollment data of the School District is shown below.

School Year Ending June 30, K-5 6-12 Total

2005 2,682 3,623 6,305 2006 2,645 3,572 6,217 2007 2,677 3,462 6,139 2008 2,616 3,426 6,042 2009 2,626 3,412 6,038

2010 (1) 2,694 3,274 5,968 2011 (1) 2,720 3,176 5,896 2012 (1) 2,765 3,126 5,891 2013 (1) 2,708 3,154 5,862 2014 (1) 2,693 3,149 5,842 2015 (1) 2,668 3,155 5,823 2016 (1) 2,649 3,123 5,772 2017 (1) 2,614 3,183 5,797 2018 (1) 2,581 3,205 5,786 2019 (1) 2,560 3,224 5,784

(1) Projected. SOURCE: Pennsylvania Department of Education.

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Employment The School District currently employs 909 persons, as shown below.

Administration/Supervisory 28 Professional/Instructional 451 Custodial, Maintenance, and Support 430 Total 909

SOURCE: School District Administrative Officials. Wages and Salaries Shown below, by school year, are the total wages and salaries paid by the School District in the categories of Instruction, Support Services and Noninstructional Services.

Wages and SalariesSchool Year Ending Support Noninstructional

June 30, Instruction Services Services Total

2006 28,578,842$ 13,697,414$ 613,497$ 42,889,753$ 2007 30,600,922 14,137,864 635,536 45,374,322 2008 32,559,185 14,715,127 637,996 47,912,308 2009 33,599,824 15,317,076 1,623,695 50,540,595

2010 (Budgeted) 37,793,407 15,899,006 1,764,085 55,456,498

SOURCES: Annual Financial Reports, School District Administrative Officials, and the Budget Report for the fiscal year ending

June 30, 2010. Pension Program Currently, all Pennsylvania school districts and intermediate units participate in a pension program administrated by the Commonwealth. The program is formally known as the Public School Employees' Retirement System (“PSERS”), and a percentage of each eligible employee's salary is contributed by the employee, the School District and the Commonwealth. All full-time employees, part-time employees salaried over eighty days per year and hourly employees with over five hundred hours per year participate in the program. Previously, the amount of salary contributions was fixed for the employee at 5.25% if hired prior to July 22, 1983; the rate for employees hired on or after July 22, 1983, was fixed at the rate of 6.25%. The PSERS Board of Trustees has set the fiscal year 2009-10 employer retirement contribution rate at 4.78% of payroll, and the rate for upcoming 2010-11 school year will be 8.22%. Current financial projections indicate the possibility of further significant increases in the contribution rate in future years. For further discussions of this increase, please refer to the PSERS website on the Internet: www.psers.state.pa.us. The Commonwealth will reimburse the School District at the rate of 50% of its total contributions with respect to all employees who were hired prior to July 1, 1994. With respect to employees hired after July 1, 1994, and who were not previously employed by another public school system in the Commonwealth, the School District will be reimbursed by the Commonwealth at the rate of the higher of 50% of contributions made by the School District or the current Market Value Aid Ratio. The School District is reimbursed on a quarterly basis by the Commonwealth.

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Shown below is a summary of the School District's annual retirement contributions to the pension program.

School Year Ending June 30,

Annual Retirement Contribution (1)

2006 ..................................... $ 1,939,340 2007 ..................................... 2,856,664 2008 ..................................... 3,421,714 2009 ..................................... 2,337,653 2010 (Budgeted) ................... 2,614,854

_______ SOURCE: School District Administrative Officials. (1) The amounts stated are the total contribution before state reimbursement of its share of the contribution. Labor Relations Professional/instructional employees of the School District are represented for purposes of collective bargaining by the Centennial Education Association, which is affiliated with the Pennsylvania State Education Association (“PSEA”). The expiration date of the current collective bargaining which is in place between the School District and the PSEA is June 30, 2010. The parties are meeting and negotiating in an amicable way and have not experienced a work stoppage in more than thirty years. No other District employees are currently represented by collective bargaining units. SOURCE: School District Administrative Officials.

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DEBT LIMITS AND REMAINING BORROWING

CAPACITY OF THE SCHOOL DISTRICT

Under the Act, as presently enacted and construed, with respect to new debt incurred after July 4, 1998, (i) new lease rental debt or new non-electoral debt may not be incurred if the net amount of such new debt plus all outstanding net nonelectoral debt and net lease rental debt would cause the total net nonelectoral debt plus net lease rental debt to exceed 225% of the Borrowing Base. The current Borrowing Base of the School District is shown herein, and the current schedule of existing electoral, nonelectoral, and lease rental debt is shown herein under the heading “Schedule of Existing Indebtedness.” The section “Calculation of Debt Limits and Remaining Borrowing Capacity” reflects the resulting maximum levels of nonelectoral and lease rental debt which the School District will be permitted to incur after the issuance and sale of the Bonds. Calculation of Borrowing Base

Fiscal Year Ending June 30

2007 2008 2009

Total General Fund Revenues 80,642,925$ 83,917,097$ 85,983,766$

Less:(i) Subsidies or reimbursements from the Federal Government

or the Commonwealth of Pennsylvania in connection withparticular projects financed by debt 34,092$ 40,661$ 59,067$

(ii) Project rates, receipts, user charges, special assessmentsand special levies pledged or budgeted for specific self-liquidating debt, or for payments under leases, guaranties, etc. - - -

(iii) Interest on moneys in sinking funds, reserves, and otherfunds, which interest is pledged or budgeted in connectionwith outstanding debt, and on bond or note proceeds, ifso pledged - - -

(iv) Grants and gifts in connection with construction or acquisitionof specific projects - - -

(v) Proceeds from disposition of capital assets and othernonrecurring items 609,840 635,445 -

Total Exclusions 643,932$ 676,106$ 59,067$

Net Revenues 79,998,993$ 83,240,991$ 85,924,699$

Total Net Revenues for Three Years 249,164,683$

Borrowing Base (Total Net Revenues / 3) 83,054,894$

SOURCE: Annual Financial Reports of the School District.

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Schedule of Existing Indebtedness (1) a. Electoral Debt Noneb. Nonelectoral Debt:

The Series A Bonds (2) 62,415,000$ The Series B Bonds 4,735,000 General Obligation Bonds, Series A of 2009 30,380,000 General Obligation Bonds, Series B of 2009 (2) 44,745,000

Total Net Nonelectoral Debt 142,275,000$ c. Lease Rental Debt -

Total Net Nonelectoral and Lease Rental Debt 142,275,000$

(1) For additional detailed information regarding the existing indebtedness of the School District, please see “SCHEDULE OF DIRECT AND OVERLAPPING DEBT AND DEBT RATIOS” and “SCHEDULE OF DEBT SERVICE OBLIGATIONS” herein.

(2) The Series A Bonds were previously authorized but not issued under the terms of a Resolution of the Board of School Directors adopted on May 1, 2006. This Resolution authorized the issuance of $110,000,000 in general obligation bonds. Of this authorized amount, $44,745,000 was issued as the Series B of 2009, and $62,415,000 will be issued as the Series A of 2010. Of the remaining $2,840,000 under the Resolution, $10,000 has expired and cannot be issued. The District does not expect to issue the remaining $2,830,000 under the Resolution

Calculation of Debt Limits and Remaining Borrowing Capacity

RemainingDebt Borrowing

Debt Item Debt Limit Outstanding(1) Capacity

Net Nonelectoral and Lease Rental Debt Limit 186,873,512$ (2) 142,275,000$ 44,598,512$ (1) Includes the principal amount of Bonds offered through this Official Statement. (2) 225% of Borrowing Base. Future Financing

No capital improvement projects are presently contemplated by the School District that would require the incurrence of further bonded indebtedness on the part of the School District after the issuance of the Bonds.

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SCHEDULE OF DIRECT AND

OVERLAPPING DEBT AND DEBT RATIOS

CurrentBalance Estimated

Debt Item Outstanding Local Share (1)

Direct Debt:

Total Nonelectoral Debt (2) 142,275,000$ 132,207,072$

Total Lease Rental Debt - -

Total Direct Debt (2) 142,275,000$ 132,207,072$

Overlapping Debt:

Component Municipality Debt 14,895,097$ 14,895,097$

Proportionate share (6.76%) of Bucks County debt 19,906,554 19,906,554

Total Overlapping Debt 34,801,651$ 34,801,651$

Total Direct and Overlapping Debt 177,076,651$ 167,008,723$

Debt Ratios:Direct Debt to Market Value 3.18% 2.95%Direct Debt to Assessed Valuation 26.47% 24.60%Direct Debt Per Capita (2000) 2,986.52$ 2,775.19$

Direct and Overlapping Debt to: Market Value 3.96% 3.73%

Assessed Valuation 32.95% 31.08%Direct and Overlapping Debt Per Capita (2000) 3,717.05$ 3,505.71$

(1) Reflects projected reimbursement on future debt service payments to be received by the School District from the

Commonwealth. (See “SECURITY FOR THE BONDS - Commonwealth Aid to Schoo l Districts” .) (2) Reflects the principal amount of Bonds offered through this Official Statement. SOURCES: School District Administrative Officials and the Department of Community and Economic Development.

HISTORY OF TAX ANTICIPATION NOTE FINANCING School District has not utilized Tax Anticipation Note Financing in many years.

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SCHEDULE OF DEBT SERVICE OBLIGATIONS

Nonelectoral Debt

The Bonds General Obligation BondsFiscalYear

Ending Series A Series BJune 30, Principal Interest Subtotal of 2009 (1) of 2009 (1) Total

2011 440,000$ 2,535,695$ 2,975,695$ 1,970,345$ 2,388,090$ 7,334,130$ 2012 1,940,000 2,856,450 4,796,450 1,969,408 2,384,590 9,150,448 2013 2,760,000 2,805,500 5,565,500 1,968,095 2,385,905 9,919,500 2014 2,840,000 2,741,475 5,581,475 1,970,495 2,381,495 9,933,465 2015 2,880,000 2,676,025 5,556,025 1,966,589 2,381,708 9,904,321 2016 2,980,000 2,599,275 5,579,275 1,966,308 2,381,830 9,927,413 2017 1,840,000 2,526,825 4,366,825 1,970,408 3,095,765 9,432,998 2018 1,465,000 2,468,850 3,933,850 1,967,883 3,333,165 9,234,898 2019 1,535,000 2,408,850 3,943,850 1,969,733 3,333,965 9,247,548 2020 1,620,000 2,351,825 3,971,825 1,969,583 3,331,115 9,272,523 2021 1,700,000 2,291,500 3,991,500 1,969,295 3,334,365 9,295,160 2022 1,780,000 2,213,000 3,993,000 1,970,658 3,329,740 9,293,398 2023 1,855,000 2,122,125 3,977,125 1,968,868 3,331,615 9,277,608 2024 1,945,000 2,027,125 3,972,125 1,969,138 3,329,740 9,271,003 2025 2,040,000 1,927,500 3,967,500 1,966,498 3,332,714 9,266,711 2026 2,135,000 1,823,125 3,958,125 1,970,873 3,334,388 9,263,385 2027 2,235,000 1,713,875 3,948,875 1,967,063 3,330,675 9,246,613 2028 2,340,000 1,599,500 3,939,500 1,969,853 3,331,975 9,241,328 2029 2,450,000 1,479,750 3,929,750 1,968,908 3,332,894 9,231,551 2030 2,570,000 1,354,250 3,924,250 1,967,572 3,329,638 9,221,459 2031 2,695,000 1,222,625 3,917,625 1,966,075 3,332,016 9,215,716 2032 2,830,000 1,084,500 3,914,500 1,966,119 3,333,372 9,213,991 2033 2,970,000 939,500 3,909,500 1,967,447 3,333,450 9,210,397 2034 3,125,000 787,125 3,912,125 1,968,831 3,330,350 9,211,306 2035 3,280,000 627,000 3,907,000 1,969,963 3,333,469 9,210,431 2036 3,450,000 458,750 3,908,750 1,966,631 3,333,844 9,209,225 2037 3,630,000 281,750 3,911,750 1,968,575 3,331,213 9,211,538 2038 3,820,000 95,500 3,915,500 1,970,400 3,330,181 9,216,081

Total.... 67,150,000$ 50,019,270$ 117,169,270$ 55,121,606$ 87,373,264$ 259,664,140$

(1) Reflects both principal and interest requirements.NOTE: Totals may not add due to rounding.

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SUMMARY OF SIGNIFICANT ACCOUNTING

POLICIES OF THE SCHOOL DISTRICT Annual Budget Development Section 687 of the School Code requires the Board of School Directors of the School District to adopt an annual general fund budget. Said budget must be prepared in accordance with generally accepted accounting principles (“GAAP”). The School District's administrative staff estimates all expected revenues and expenditures for the School District. The Pennsylvania Department of Education assists school districts in their estimates for all Commonwealth subsidies expected to be received by providing estimates of both the median local school district tax effort in equalized mills and the median school district institutional expenditures per weighted average daily membership. Such data can be used to help establish reasonable estimates of the amount of Commonwealth revenues for which the School District may qualify. After the budget is prepared, it must be made available for public inspection. The Board of School Directors must adopt the budget before the beginning of each fiscal year (July 1), and then levy the taxes necessary to provide for the revenues budgeted. Accounting and Auditing Policies and Procedures Barbacane Thornton & Company, Certified Public Accountants, Media, Pennsylvania, currently serves as the independent auditor for the School District (the "Auditor"). The procedures for Pennsylvania school systems for budgeting, accounting, and financial reporting provide for a uniform, statistical system of financial management based on GAAP. In the opinion of the Auditor, the accounting policies of the School District conform to GAAP. Additionally, the Governmental Accounting Standards Board (“GASB”) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The following summary of significant accounting policies of the School District is based in part on the June 30, 2009, Audit Report prepared by the Auditor. Basis of Presentation - Fund Accounting The accounts of the School District are organized on the basis of funds or account groups, each of which is considered a separate accounting entity. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, liabilities, fund balances, revenues, and expenditures. Resources are allocated to and accounted for in individual funds based upon the purpose for which they are to be spent. Account groups are used to establish accounting control and accountability for the District’s general fixed assets and general long-term obligations. There are three major fund types and two account groups which comprise the accounting system of the School District. The three major fund types are the: Governmental Fund Types (the General Fund, the Capital Projects Fund and the Capital Reserve Fund), Proprietary Fund Types, and the Fiduciary Fund Types. The two account groups include the General Fixed Assets Account Group and the General Long-Term Debt Account Group. Basis of Accounting The accounting and financial reporting treatment applied to a fund is determined by its measurement focus. All governmental funds are accounted for using a current financial resources measurement focus. With this measurement focus, only current assets and current liabilities are included on the balance sheet. The operating statement of these funds present increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in net current assets. The proprietary fund is accounted for on a flow of economic resources measurement focus. With this measurement focus, all assets and all liabilities associated with the operation of these funds are included on the balance sheet. Proprietary fund operating statements present increases (revenues) and decreases (expenses) in net total assets. The modified accrual basis of accounting is used by the governmental fund type and fiduciary fund type. Under the modified accrual basis of accounting, revenues are recognized when they become both measurable and available. “Measurable” means the amount of the transaction can be determined and “available” means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. Expenditures are recorded when the related fund liability is incurred. Principal and interest on general long-term debt are recorded as fund liabilities when due.

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Investment Policy The School Code authorizes the School District to invest in U.S. Treasury bills, short-term obligations of the U.S. Government or its agencies or instrumentalities, savings accounts or time deposits of institutions to the extent that they are insured or have approved collateral pledged by the depository, or Obligations of the United States of America, the Commonwealth, or any of its political subdivisions backed by the full faith and credit of each body. The School Code further authorizes the School District to invest in mutual funds with portfolios comprising U.S. Treasury bills, short-term obligations of the U.S. Government or its agencies or instrumentalities, or obligations of the United States of America, the Commonwealth, or any of its political subdivisions backed by the full faith and credit of each body; these mutual funds must maintain a constant net asset value and must be rated in the highest category by a nationally recognized rating agency. The Centennial School District Board of School Directors has adopted a formal investment policy and makes all investments in compliance with the requirements of the school code. New Legislation Limiting Unreserved Fund Balances Pennsylvania Act No. 2003-48 (enacted December 23, 2003) prohibits a school district from increasing real property taxes for the school year 2005-2006 or any subsequent school year, unless the school district has adopted a budget for such school year that includes an estimated ending unreserved undesignated fund balance which is not more than a specified percentage of the total budgeted expenditures, as set forth below:

Total Budgeted Expenditures Estimated Ending Unreserved Undesignated

Fund Balance as a Percentage of Total Budgeted Expenditures

Less than or equal to $11,999,999

12.0%

Between $12,000,000 and $12,999,999 11.5% Between $13,000,000 and $13,999,999 11.0% Between $14,000,000 and $14,999,999 10.5% Between $15,000,000 and $15,999,999 10.0% Between $16,000,000 and $16,999,999 9.5% Between $17,000,000 and $17,999,999 9.0% Between $18,000,000 and $18,999,999 8.5% Greater than or equal to $19,000,000 8.0%

“Estimated ending unreserved fund balance” is defined in Act 2003-48 as that portion of the fund balance which is appropriable for expenditure or not legally or otherwise segregated for a specific or tentative future use, projected for the close of the school year for which a school district’s budget was adopted and held in the general fund accounts of the school district. The Centennial School District limit falls under the 8% category and the School District has been consistently in compliance with the terms and conditions of this legislation.

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SUMMARY STATEMENT OF FUND

BALANCE TRENDS - - GENERAL FUND

Fiscal Year Ending June 30,(Budgeted)

2006 2007 2008 2009 2010

Revenues: Local Sources 49,651,023$ 58,444,782$ 61,076,548$ 60,973,372$ 67,314,125$ State Sources 18,403,430 19,471,585 20,141,392 22,486,898 22,372,432 Federal Sources 3,044,042 2,726,558 2,699,155 2,585,332 1,408,796 Other Financing Sources: Interfund Transfers - - - - 40,475

Total Revenues and Other Financing Sources 71,098,495$ 80,642,925$ 83,917,095$ 86,045,602$ 91,135,828$

Expenditures: Instruction 44,095,747$ 48,524,188$ 51,072,141$ 52,367,652$ 56,914,925$ Support Services 23,748,914 26,143,490 25,952,629 26,704,588 26,430,272 Operation of Noninstructional Services 1,021,978 1,048,804 1,066,741 1,155,446 1,236,491 Facilities Acquisition, Construction & Improvement Services - - - - - Debt Service 945,801 1,039,533 1,058,603 2,379,258 5,330,709 Refunds of prior year receipts - 688 1,111 - - Fund Transfers 1,000,000 2,100,000 2,021,637 4,081,500 2,230,234 Budgetary Reserve - - - - 490,857

Total Expenditures and Other Financing Uses 70,812,440$ 78,856,703$ 81,172,862$ 86,688,444$ 92,633,488$

Other Financing Sources/(Uses) Sale of/Compensation for capital assets 1,435$ -$ -$ -$ -$ Refunds of Prior Years Expenditures (2,247) - - - -

Total Other Financing Sources/(Uses) (812)$ -$ -$ -$ -$

Over (Under) Expenditures and Other Financing Uses 285,243$ 1,786,222$ 2,744,233$ (642,842)$ (1,497,660)$

Unreserved/undesignated Fund Balance, July 1 (1) 8,896,843$ 9,182,086$ 10,968,308$ 13,712,541$ 7,400,000$

Unreserved/undegignated

Fund Balance, June 30 (1) 9,182,086$ 10,968,308$ 13,712,541$ 13,069,699$ 5,902,340$

SOURCES: Annual Financial Reports and the General Fund Budget Report for the fiscal year ending June 30, 2010. (1) The Fund Balance figures represent the total of both designated and undesignated unreserved fund balance.

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SUMMARY STATEMENT OF ASSETS,

LIABILITIES, AND FUND EQUITY - - GENERAL FUND

Fiscal Year Ending June 30,

2005 2006 2007 2008 2009

Assets:

Cash and Cash Equivalents 5,994,481$ 5,681,571$ 4,062,452$ 2,348,039$ 6,684,519$

Investments 2,124,827 2,932,419 6,831,045 9,584,528 6,022,884

Taxes Receivable 1,452,353 1,732,014 1,793,669 1,389,298 1,363,941

Interfund Receivables - - 718 2,516,127 1,471,990

Intergovernmental Receivables 2,429,152 2,092,358 2,713,092 2,233,830 1,886,735

Other Receivables 238,741 535,458 240,091 44,588 373,082

Other Current Assets - - - - -

Total Assets 12,239,554$ 12,973,820$ 15,641,067$ 18,116,410$ 17,803,151$

Liabilities:

Accounts Payable 720,119$ 1,185,458$ 1,428,041$ 1,298,272$ 1,123,173$

Accrued Salaries and Benefits 1,971,651 1,741,846 2,217,775 2,912,972 3,309,483

Accumulated Compensated Absences - 210,490 251,812 - 273,227

Deferred Revenues 650,941 653,940 775,131 26,698 27,569

Other Current Liabilities - - - 165,927 -

Total Liabilities 3,342,711$ 3,791,734$ 4,672,759$ 4,403,869$ 4,733,452$

Fund Equity:

Standard/Specific Fund Balance Reserves 66,953$ 1,760,002$ 5,160,396$ 6,755,092$ 5,658,851$

Unreserved Fund Balance 8,829,890 7,422,084 5,807,912 6,957,449 7,410,848

Total Fund Equity 8,896,843$ 9,182,086$ 10,968,308$ 13,712,541$ 13,069,699$

Total Liabilities and Fund Equity 12,239,554$ 12,973,820$ 15,641,067$ 18,116,410$ 17,803,151$

SOURCE: Annual Financial Reports.

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TAXES AND TAXING POWERS OF THE SCHOOL DISTRICT

General The School District, as a school district of the second class, is permitted to impose the following taxes under the School Code:

1. An annual tax on all taxable real estate, not to exceed 25 mills on each dollar of assessed valuation, to be used for general school purposes.

2. An annual tax on all taxable real estate without limit to provide for the payment of:

(a) Salaries and increments of the teaching and supervisory staff. (b) Rentals due any municipal authority, non-profit corporation or the State Public School Building

Authority. (c) Sinking fund charges incurred in connection with school building projects. (d) The amortization of a bond issue which financed the construction of school facilities if issued prior to

the first Monday of July, 1959.

3. An annual per capita tax on each resident over eighteen years of age of not more than $5.00. The School District may also levy under The Local Tax Enabling Act, Act No. 511, approved December 31, 1965, as amended (the "Tax Enabling Act"), an additional per capita tax, wage taxes, and other taxes as provided for therein; provided, however, that the aggregate amount of taxes imposed under the Tax Enabling Act may not exceed 1.25% of the market valuation of the real estate in the School District as determined by the State Tax Equalization Board, and subject to certain other limitations.

The taxing powers described under “General” above have been modified and are limited by the provisions of the Taxpayer Relief Act, Act 1 of Special Session 2006. See “ACT 1 OF SPECIAL SESSION 2006 (TAXPAYER RELIEF ACT )” herein. Limitation on Mercantile and Business Privilege Taxes

In November, 1988, the Pennsylvania General Assembly enacted S.B. 422, known as, "The Local Tax Reform Act" (Act No. 1988-145, approved December 13, 1988, codified at 72 P.S. §4750.101 et. seq. (the “Tax Act”)). The general purposes of the Tax Act were to reduce local dependency on ad valorem real estate taxes by providing income tax alternatives and to eliminate “nuisance” taxes. Pursuant to §533 of the Tax Act, only mercantile and business privilege taxes (based on gross receipts) at rates levied on or before November 30, 1988, are preserved. No new or increased taxes of this type may be levied.

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Tax Data for the Fiscal Year Ending June 30, 2010

Taxable Est. RevenueAssessed Millage Available for

Tax Category Valuation Rate Appropriation

Current Real Estate Taxes 538,083,600$ 102.7 53,327,044$ Less Homestead (1,786,920)

Estimated Revenue 51,540,124$

Rate Tax Levy

Current Act 511 Taxes - Flat Rate Assessments:Occupational Privilege Taxes 5.00$ 62,000$ 62,000$

Total Act 511 Taxes, Flat Rate Assessments 62,000$ 62,000$

Current Act 511 Taxes - Proportional Assessments:Earned Income Taxes 0.50% 3,850,000$ 3,850,000$ Real Estate Transfer Taxes 0.50% 1,450,000 1,450,000 Business Privilege Taxes - Proportional Rate 0.75 1,000,000 1,000,000 Mercantile Taxes 0.75 625,000 625,000

Total Act 511 Taxes, Proportional Assessments 6,925,000$ 6,925,000$

Act 511 Tax Limit = $44,308,680 ($3,692,473,300 Market Value x 12 mills = $44,308,680). SOURCE: General Fund Budget Report of the School District for the fiscal year ending June 30, 2010. Total Real Estate Tax Millage Rates for the Fiscal Year Ending June 30, 2010

Component BucksComponent Municipality School District CountyMunicipality Millage Rate Millage Rate Millage Rate Total

Ivyland Borough 12.50 102.70 21.94 137.14Upper Southampton Township 18.88 102.70 21.94 143.52Warminster Township 12.07 102.70 21.94 136.71 SOURCES: General Fund Budget Report for the fiscal year ending June 30, 2010 and School District Administrative Officials.

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Major Real Estate Taxpayers

The ten largest taxpayers in the School District and their current assessed valuation of real estate are as follows:

CurrentAssessed

Taxpayer Description Valuation

Open Door Estates Adult Retirement Community 6,741,880$ Conrad Assoc L P Office Building Complex 3,602,080 Ace Assoc L P Shopping Center 3,363,100 Shooster Southampton Shopping Center 2,190,520 Kromez Assoc. Apartment Complex 1,984,400 Bucks Landing Invest. Apartment Complex 1,980,000 Warminster Health Care Health Care 1,728,800 FR Assoc. L P Apartment Complex 1,489,760 J E R C Part VI L P Shopping Center 1,372,760 One Ivybrook L P Industrial Park 1,310,440

25,763,740$

The total assessed valuation of these ten largest taxpayers is equal to approximately 4.78% of the assessed valuation of the School District.

SOURCE: School District Administrative Officials. Real Estate Tax Collection Procedures Property taxes are levied as of July 1 and billed on July 1 of each fiscal year. Taxes are payable at 2% discount before September 1 and at face before November 1. On November 1 unpaid taxes become delinquent, with an addition of a 10% penalty. Unpaid taxes are filed with the Bucks County Tax Claim Bureau by the fifteenth of January. The School District is under a multi-year agreement with Plymouth Park Tax Service, Inc. to sell all real estate tax liens filed each year with the Bucks County Tax Claim Bureau at which time these liens become the property of Plymouth Park. All liens are sold at the rate of 95% of full redemptive value providing the School District wit a more definitive and timely source of funds than those provided under the traditional lien system.

SOURCE: School District Administrative Officials.

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Real Estate Tax Collection Data

Fiscal Years Ending June 30,

Item 2005 2006 (1) 2007 2008 2009 (2)

Assessed Valuation 130,730,055$ 525,755,500$ 530,912,410$ 537,576,810$ 538,083,800$ Levy 36,735,145 38,643,029 46,959,203 49,069,949 51,914,511 Current Collections 35,625,774 37,260,665 45,171,119 47,024,300 49,583,599 Current & Delinquent Collections 36,286,032 38,081,278 46,209,660 49,090,923 51,152,047 % Current Collections 96.98% 96.42% 96.19% 95.83% 95.51%% Total Collections 98.78% 98.55% 98.40% 100.04% 98.53%

Average Collection Rates:

Current 96.19%Total 98.86%

(1) Assessment Ratio Changed in 2005-2006. (2) Current collections include the State Property Tax Reduction Allocation revenues, which were provided by the

Commonwealth in 2008-2009 to offset the reduction in the amount of the tax levy that the School District taxpayers are required to pay in accordance with Act 1. (See “ACT 1 OF SPECIAL SESSION 2006 (TAXPAYER RELIEF ACT )” below.)

SOURCE: Annual Financial Reports of the School District.

ACT 1 OF SPECIAL SESSION 2006 (TAXPAYER RELIEF ACT)

Pennsylvania Act 1 of Special Session 2006, the Taxpayer Relief Act, effective June 27, 2006 (hereinafter the "Taxpayer Relief Act"), provides that school districts are eligible to provide property tax relief to residents from state funds to be collected under a recently enacted state tax on gaming, or from electorally approved increases in local wage and income taxes.

Beginning in fiscal year 2007-2008, absent voter approval by referendum (a so-called "back-end referendum"), school districts may not increase the rate of any tax for school purposes by more than the Index (defined below), increase the rate of any earned income tax levied under Act 511 (the Local Tax Enabling Act) or levy any tax not previously imposed. The Index is the average of the percentage increase in the statewide average weekly wage, as determined by the State Department of Labor and Industry for the preceding calendar year, and the employment cost index for elementary and secondary schools, as reported by the federal Bureau of Labor Statistics for the preceding 12-month period beginning July 1 and ending June 30. For school districts with a Market-Value/Income-Aid Ratio greater than 0.40 for the prior school year, however, the Index is adjusted upward by multiplying the unadjusted Index by the sum of 0.75 and such Aid Ratio.

A board of school directors of a school district may increase the rate of a tax levied for the support of the public

schools by more than the applicable Index without voter approval, but only to the extent required for the following purposes:

1. to pay costs incurred in responding to a declared emergency or disaster; 2. to pay costs incurred in implementing a court or administrative order; 3. to pay interest and principal on debt incurred prior to the effective date of the Tax Relief Act and debt refinancing debt

incurred prior to such effective date, interest and principal on debt incurred within certain limits for certain school construction projects with an academic purpose and certain other small construction projects for non-academic facilities, and debt approved by the voters at referendum;

4. to pay costs incurred in responding to conditions posing an immediate threat of harm to persons; 5. to pay for extraordinary special education costs, under specified circumstances; 6. to pay expenses incurred in complying with a corrective action plan under the federal No-Child Left Behind Act,

where the expenses exceed available state funding; 7. to pay costs necessary to maintain actual instruction expense per pupil, adjusted by the Index, in a school district that

has experienced significant growth in student population (7.5% or more over a 3-year period) or has had the increase in actual instruction expense between the current year and the prior year be less than the Index;

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8. to maintain revenues derived from real property taxes, earned income taxes, basic education funding allocations from the state and special education funding allocations from the state, adjusted by the Index;

9. to pay health care expense increases which exceed the index under collective bargaining agreements in effect when the Taxpayer Relief Act became effective; and

10. to make payments into the State Public School Employees’ Retirement System when the increase in the school district’s share of payments between the current year and the upcoming year is greater than the Index.

The increase in the rate of any tax pursuant to the above exceptions must be approved by a court of common pleas, in

the case of the exceptions numbered 1, 2 and 4 above, or by the Pennsylvania Department of Education, in the case of all other exceptions, and must not produce revenue in excess of the anticipated dollar amount of the expenditure for which the exception is allowed. If the court or the Department of Education disapproves the school district's petition or request to increase taxes pursuant to one or more of the allowable exceptions, the school district may submit a referendum question to the voters at the election immediately preceding the start of the school district fiscal year in which the proposed tax increase would take effect. If the referendum is not approved, however, the board of school directors may not approve an increase in the tax rate of more than the Index.

As noted with respect to item 3 above, one of the exceptions to the tax limitation and backend referendum requirement is for debt incurred prior to the effective date of the Taxpayer Relief Act, or in the case of districts which opted into Act 72 of 2004, the effective date of which was September 4, 2004. The School District did not opt into Act 72 so the operative date for the “grandfathering” of its debt is June 27, 2006. The Series A Bonds were authorized before the effective date of the Taxpayer Relief Act and therefore the exception to the referendum requirement in Section 333(f)(2)(iii) is available to the School District with respect to the Series A Bonds and the Pennsylvania Department of Education has recognized that this exception applies.

The School District believes the exception to the referendum requirement in Section 333(f)(2)(iii) is available to the School District with respect to the Series B Bonds since the Series of 2003 Bonds being refunded represent indebtedness incurred under the Act to refinance debt incurred before the effective date of Act 1. However, if the School District desires to increase taxes under this exception, Section 333(f)(2)(iii) requires that the School District first apply for the approval of the Pennsylvania Department of Education (the “Department of Education”).

SET FORTH ABOVE IS A SUMMARY OF PORTIONS OF THE TAXPAYER RELIEF ACT. THIS SUMMARY IS NOT INTENDED TO BE AN EXHAUSTIVE DISCUSSION OF THE PROVISIONS OF THE TAXPAYER RELIEF ACT NOR A LEGAL INTERPRETATION OF ANY PROVISION OF THE TAXPAYER RELIEF ACT AND A PROSPECTIVE PURCHASER OF THE BONDS SHOULD REVIEW THE FULL TEXT OF THE TAXPAYER RELIEF ACT AS A PART OF ANY DECISION TO PURCHASE THE BONDS

REAL PROPERTY VALUES TREND

Assessed

Fiscal Year Ending June 30, Valuation Market Value Ratio

2006 524,227,420$ (1) 2,826,716,600$ (1) 18.55%2007 527,599,270 (1) 3,616,579,100 (1) 14.59%2008 534,626,260 (1) 3,692,473,300 (1) 14.48%2009 537,404,050 (1) 4,475,926,100 (1) 12.01%

2010 (Budgeted) 538,083,600 (2) 4,481,585,930 (3) 12.01%

Percent of Change 2006-2010 2.64% 58.54% --- (1) SOURCE: Pennsylvania State Tax Equalization Board. (2) SOURCE: General Fund Budget Report for the fiscal year ending June 30, 2010. (3) Computed by using the same ratio of Assessed Valuation to Market Value, which was certified by the Pennsylvania State

Tax Equalization Board on June 30, 2009. Note: The assessed valuation data depicted in this table differs from that shown in the “Real Estate Tax Collection Data”

table due to the utilization of different source documents.

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THE PAYING AGENT

Pursuant to the provisions of the Resolution, as paying agent and sinking fund depository, the Paying Agent has the limited duty of receiving payments from the School District, depositing such payments in a sinking fund and making payments to the owners of the Bonds of the principal of, interest on, and premium, if any, on the Bonds when due, but only to the extent such moneys have been received. As registrar and transfer agent, the Paying Agent has the limited duty of handling the registration and transfer of the Bonds. Accordingly the Paying Agent performs ministerial duties not involving the exercise of discretion and assumes no fiduciary relationship with respect to the owners of the Bonds. The Paying Agent may now or in the future have banking relationships with the School District which involve making loans to the School District; these loans may have a security feature which is different from that of the security feature associated with the Bonds. The Paying Agent may also serve as trustee or paying agent and sinking fund depository on other obligations issued by or on behalf of the School District.

CONTINUING DISCLOSURE UNDERTAKING

Rule 15c2-12(b)(5) (the “Rule”) of the Securities and Exchange Commission (the “Commission”) requires generally, that an underwriter agree to purchase municipal securities from an issuer which has more than $10,000,000 of securities outstanding (including those securities being offered) only after the underwriter has reasonably determined that the issuer, and in certain cases, others, has undertaken in a written agreement for the benefit of the holders of the municipal securities to provide certain financial and operating data to nationally recognized municipal securities information repositories on an annual basis and to any applicable state information repository. The Rule further requires that the issuer of municipal securities agree to provide to the Municipal Securities Rulemaking Board and any applicable state information repository, in a timely manner, notice of certain events, if material. In order to assist the Underwriter of the Bonds in complying with said Rule, the School District has covenanted in the Resolution to provide the annual and event information described below. The Rule requires that the agreement by the issuer to provide such information shall be for the benefit of Bondholders, and the remedy provided in the Resolution available for holders of the Bonds upon failure of the School District to comply, within 10 days of a written request, with the below described agreement is that any Bondholder may seek specific performance or a writ of mandamus in a court of competent jurisdiction to enforce the obligation of the School District to provide such information. The obligation of the School District to disseminate annual and event disclosure information as described below shall terminate when the Bonds are no longer outstanding, as defined in the Act, by reason of defeasance or otherwise, or in the event that the Rule is found by a court of competent jurisdiction to be in violation of federal law. The School District is not in any manner undertaking to update the information contained in this Official Statement except to provide such information as it customarily prepares and makes publicly available, currently consisting of its annual audited financial statements and a copy of its current budget and, in addition , an annual updating of the information herein under the headings “Tax Data for the Fiscal Year Ending June 30, 2010, ” “Real Estate Tax Collection Data,” and “Real Property Values Trend.” (collectively, the “Annual Information”). The covenant of the School District contained in the Resolution is to provide copies of the Annual Information to the Municipal Security Rulemaking Board (“MSRB”) through the facilities of its Electronic Municipal Market Access System (“EMMA”). The Annual Information will be provided within 210 days after the end of the School District’s fiscal year, beginning with the fiscal year ending June 30, 2010. The audit will be prepared in accordance with generally accepted accounting principles applicable to such audits. The School District may modify the types and format of annual information presented in such manner as the School District deems necessary or appropriate and consistent with the Rule. The School District also agrees in the Resolution to provide, in a timely manner, upon obtaining actual knowledge of the events listed below, to the Municipal Security Rulemaking Board (“MSRB”) through the facilities of its Electronic Municipal Market Access System (“EMMA”), notice of such of the following events as may apply to the Bonds, if material: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on a debt service reserve fund reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; 7. Modifications to rights of Bondholders; 8. Bond calls;

27

9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds; 11. Rating changes. The School District also agrees to notify the Municipal Security Rulemaking Board (“MSRB”) through the facilities of its Electronic Municipal Market Access System (“EMMA”) of a failure by it to provide the required annual information at or before the time specified above. The continuing disclosure provision may be amended without consent of the holders of the Bonds if the School District receives an opinion of counsel that such amendment is consistent with the Rule. The School District has not failed to meet its existing disclosure requirements.

LITIGATION

At the time of settlement, the School Board and the Solicitor will deliver a certificate stating that there is no litigation pending with respect to the Bonds, the Resolution or the right of the School District to issue the Bonds.

TAX EXEMPTION In the opinion of Bond Counsel, assuming compliance with certain covenants of the School District, interest on the Bonds is excluded from gross income of the owners of the Bonds for federal income tax purposes under existing law, as currently enacted and construed. Interest on the Bonds will not be an item of tax preference under the Internal Revenue Code of 1986, as amended (the “Code”), for purposes of determining the alternative minimum tax imposed on individuals and corporations. Interest on a Bond held by a corporation (other than an S corporation, regulated investment company, real estate investment trust or real estate mortgage investment conduit) may be indirectly subject to alternative minimum tax because of its inclusion in the earnings and profits of the corporate holder. Interest on a Bond held by a foreign corporation may be subject to the branch profits tax imposed by the Code. Ownership of the Bonds may give rise to collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry the Bonds. Bond Counsel expresses no opinion as to any such collateral federal income tax consequences. Purchasers of the Bonds should consult their own tax advisors as to collateral federal income tax consequences. The initial public offering price of Bonds of certain maturities is less than the amount payable at maturity. The difference between the initial public offering price and the amount payable at maturity constitutes original issue discount. Bond Counsel is of the opinion that the appropriate portion of such original issue discount allocable to the original and each subsequent holder will, upon sale, exchange, redemption, or payment at maturity, be treated as interest and excluded from gross income for federal income tax purposes to the same extent as the stated interest on the Bonds. The Code sets forth certain requirements which must be met subsequent to the issuance and delivery of the Bonds for interest thereon to remain excludable from the gross income of the owners of the Bonds for federal income tax purposes. The School District has covenanted in the Resolution to comply with such requirements. Noncompliance with such requirements may cause the interest on the Bonds to be includible in the gross income of the owners of the Bonds for federal income tax purposes, retroactive to the Date of Delivery of the Bonds. The opinion of Bond Counsel assumes compliance with these covenants and Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may affect the tax status of interest on the Bonds. Bond Counsel is of the opinion that, under the laws of the Commonwealth of Pennsylvania, as currently enacted and construed, the Bonds are exempt from personal property taxes in Pennsylvania and the interest on the Bonds is exempt from Pennsylvania personal income tax. Pursuant to the provisions of Act 68 of 1993 of the Commonwealth of Pennsylvania (“Act 68”), gain from the sale of obligations of the Commonwealth of Pennsylvania or any agency or governmental unit or political subdivision thereof or Authority created thereby issued after February 1, 1994, shall be subject to Pennsylvania personal income tax. Bond Counsel expresses no opinion as to the treatment of original issue discount in the computation of gain from the sale of the Bonds pursuant to Act 68.

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Pennsylvania Treatment of Original Issue Discount The personal income tax regulations promulgated by the Pennsylvania Department of Revenue (Pennsylvania Bulletin, Vol. 26, No. 9, March 2, 1996) provide (i) any excess of a publicly offered obligation’s stated redemption price at maturity over the first price at which a substantial amount of the obligations included in the issue is sold to the public will be treated as interest; (ii) unstated or imputed interest shall be computed for Pennsylvania personal income tax purposes in the same manner as it is computed for Federal income tax purposes; and (iii) the basis of a Pennsylvania state or local obligation shall be adjusted upward by the amount of unstated or imputed interest that would have been includible in the income of the holder but for the statutory exemption and shall be adjusted downward, but not below zero, by the amount of payments under the obligation, other than payments of stated interest. Prospective purchasers of the Bonds should consult their tax advisors regarding the Pennsylvania tax treatment of original issue discount. THE FOREGOING IS NOT INTENDED AS AN EXHAUSTIVE LIST OF THE PROVISIONS OF FEDERAL TAX LAW WHICH MAY HAVE AN EFFECT ON INDIVIDUALS AND CORPORATIONS HOLDING THE BONDS OR RECEIVING INTEREST THEREON. PROSPECTIVE PURCHASERS SHOULD CONSULT WITH THEIR TAX ADVISORS REGARDING THE EFFECT OF HOLDING THE BONDS OR RECEIVING INTEREST THEREON ON THEIR AFFAIRS, INCLUDING, BUT NOT LIMITED TO, THE EFFECT OF STATE AND LOCAL TAX LAWS.

BOND RATING Moody’s Investors Service, New York, New York (“Moody’s”), has assigned its underlying credit rating of “Aa2” to the School District and the Bonds and Standard & Poor’s Ratings Services, New York, New York (“S&P”) has assigned its underlying credit rating of “AA” to the School District and the Bonds Such ratings reflect only the view of such organizations. Any desired explanation of the significance of such ratings should be obtained from the rating agencies furnishing the same, at the following addresses: Moody’s Investors Service, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007; Standard & Poor’s Ratings Services, 55 Water Street, 38th Floor, New York, NY 10041. There is no assurance that these credit ratings will be maintained for any given period of time, or that they may not be lowered or withdrawn entirely by the rating agency if, in its judgment, circumstances so warrant. Any such downward change in or withdrawal of such credit rating may have an adverse effect on the market price of the Bonds.

BOND UNDERWRITING

The Bonds have been purchased by Janney Montgomery Scott LLC and RBC Capital Markets Corporation as the Underwriters. The Underwriters have agreed to purchase the Bonds at an aggregate purchase price of $70,408,713.50 (such amount representing a net original issue premium of $3,695,188.50 and an underwriting discount of $436,475.00). The Bond Purchase Agreement for the Bonds provides that the Underwriters will purchase all the Bonds, if any are purchased, in accordance with the terms of the Bond Purchase Agreement, and requires that the School District certify to the Underwriters that this Official Statement does not, to the knowledge of the School District, contain any untrue statement of a material fact or omit any statement of any material fact necessary to make the statements herein, in light of the circumstances under which they were made, not misleading. The initial public offering prices of the Bonds, set forth in the BOND MATURITY SCHEDULES shown on the inside of the cover and following pages of this Official Statement, may be changed by the Underwriters from time to time without any requirement of prior notice. The Underwriters reserve the right to join with other dealers in offering the Bonds to the public; and said Bonds offered to other dealers may be at prices lower than those offered to the public.

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MISCELLANEOUS MATTERS

All summaries of the provisions of the Act, the School Code, the Bonds, the Resolution, and other documents set forth herein are made subject to the detailed provisions thereof, to which reference is hereby made for further information, and do not purport to be complete statements of any or all such provisions. All estimates and assumptions herein have been made on the best information available and are believed to be reliable, but no representations whatsoever are made that such estimates or assumptions are correct or will be realized. So far as any statements herein involve matters of opinion, whether or not expressly so stated, they are intended merely as such and not as representations of fact. Appendices A, B and C, attached hereto, are expressly incorporated herein as a part hereof. This Official Statement, issued by the School District, has been duly approved and executed by the School District and has been authorized for distribution in connection with the underwriting and offering of the Bonds.

CENTENNIAL SCHOOL DISTRICT (Bucks County, Pennsylvania) By: /s/ Dr. Andrew Pollock Dr. Andrew Pollock, President Board of School Directors

APPENDIX A

DEMOGRAPHIC AND ECONOMIC DESCRIPTION OF CENTENNIAL SCHOOL DISTRICT

(Bucks County, Pennsylvania)

A-1

DEMOGRAPHIC AND ECONOMIC DESCRIPTION OF CENTENNIAL SCHOOL DISTRICT

(Bucks County, Pennsylvania) Introduction Centennial School District, Bucks County, Pennsylvania (the “School District”) comprises the Borough of Ivyland, and the Townships of Upper Southampton and Warminster (collectively, the “Component Municipalities”). These three Component Municipalities are located in southwestern Bucks County (the “County”), approximately seventeen miles north of the center of the City of Philadelphia in that portion of the County known as Middle Bucks, and is bordered on the north by the Townships of Northampton and Warwick, on the south by Montgomery County, on the west by the Township of Warrington, and on the east by Lower Southampton Township. The Component Municipalities encompass a combined land area of 16.55 square miles, serving a 2000 U.S. Census population of 47,639. Transportation Transportation to and from the School District is facilitated by a network of roads and railways. State Route 132 (Street Road), which runs from U.S. Route 13 in a northwest-southeast direction; State Route 232 (Second Street Pike), which runs in a north-south direction; State Route 263 (Old York Road), which parallels Route 232; County Line Road; and Bristol Road. The Pennsylvania Turnpike runs through the School District, access to which may be attained through the Willow Grove or Philadelphia interchanges. Rail service in the School District is provided by Southeastern Pennsylvania Transportation Authority (“SEPTA”) which operates commuter trains to Philadelphia from both Upper Southampton and Warminster Townships. Freight service is provided by Consolidated Rail Corporation (“CONRAIL”) to local industries. School District residents are also served by eight airports, with the largest being Philadelphia International Airport. Public Utilities and Services The Philadelphia Electric Company provides electric and gas service to residents within the School District. Water and sewer service to residents of Upper Southampton Township are provided by the Upper Southampton Township Municipal Authority. Residents of Warminster Township and portions of Ivyland Borough are served by the Warminster Municipal Authority for both water and sewer. Higher Education There are three colleges and three vocational and technical schools in the County as follows: Philadelphia Bible College, Delaware Valley College of Science and Agriculture, Bucks County Community College, Bucks County Area Technical School, Middle Bucks County Institute of Technology and Upper Bucks County Area Vo-Tech School. There also exists a Computer Hardware Institute which trains students in repair and maintenance of computer and microcomputers. The major colleges and universities located in Philadelphia are within commuting distance from the School District. Recreation There are many recreational facilities in the School District. Within the School District there are fifteen playgrounds, twenty-one tennis courts, an eighteen-hole public golf course, and indoor and outdoor swimming facilities. There is also a 100 acre nature park (“Tamanend”) in Upper Southampton Township and Warminster Township maintains 409 acres of active and passive recreation areas in 14 parks throughout the community.

A-2

ECONOMY OF THE SCHOOL DISTRICT

The following table depicts the more sizable employers which are located within the School District.

Employer

Product/Service

Number of Local

Employees Centennial School District Public School District 909 Anns Choice Inc. Retirement Community 810 Giant Food Stores LLC #25 Food Store 662 AON Service Corporation Insurance Administrators 369 Adult Community Total Services Southampton Estates (Retirement Homes) 296 Wal-Mart Retail Outlet 292 PECO Energy Utility 270 Warminster Township Government 250 ABB Inc. Manufacturers and Service Provider 201 Alliance Healthcare Health Care 187 SOURCE: School District Administrative Officials.

BUCKS COUNTY AND THECOMMONWEALTH OF PENNSYLVANIA

EMPLOYEES, ESTABLISHMENTS AND PAYROLL DATA

Bucks CountyAnnual

Number of Number of PayrollYear Establishments Employees ( $ 000 )

2006 19,172 259,736 9,881,980$ 2007 19,498 264,722 10,458,922

Commonwealth of PennsylvaniaAnnual

Number of Number of PayrollYear Establishments Employees ( $ 000 )

2006 304,058 5,189,949 200,537,253$ 2007 305,345 5,195,818 208,045,992

SOURCE: U.S. Bureau of Census, County Business Patterns

A-3

NON-AGRICULTURAL PAYROLL DATA - - PHILADELPHIA, PA -

CAMDEN, NJ - WILMINGTON, DE MSA AND THE COMMONWEALTH OF PENNSYLVANIA

(IN THOUSANDS)

Philadelphia - Camden - Wilmington MSA Commonwealth of PA

Feb. Jan. Feb. Feb. Jan. Feb.Employment Category: 2009 2010 2010 2009 2010 2010

Natural Resources and Mining (1) (1) (1) 21.70 22.30 22.30Construction 101.90 86.80 83.70 273.50 268.80 266.30Manufacturing 201.30 185.60 183.60 655.10 637.30 632.70Trade, Transportation and Utilities 501.50 492.50 485.20 1,139.40 1,122.60 1,123.70Information 55.10 52.80 52.50 107.40 105.70 104.90Financial Activities 209.10 199.60 199.10 330.60 327.00 327.10Professional and Business Services 408.90 392.00 389.50 714.10 715.10 718.90Education and Health Services 558.30 549.90 559.60 1,096.40 1,098.00 1,118.10Leisure and Hospitality 206.00 205.30 205.00 497.80 515.20 501.40Other Services 118.60 116.60 116.50 256.90 255.60 255.70Government 363.00 356.90 361.10 758.10 744.60 763.50

Total 2,723.70 2,638.00 2,635.80 5,851.00 5,812.20 5,834.60

________SOURCE: U.S. Department of Labor, Bureau of Labor Statistics.

(1) Combined with Construction.

COMPARATIVE PER CAPITA INCOME TRENDS

Percent of ChangePolitical Subdivision 1983 1985 1987 1990 2000 (1983-2000)

Ivyland Borough 10,578$ 12,293$ 14,202$ 17,234$ 26,525$ 150.76%Upper Southampton Township 11,830 14,084 16,146 20,205 26,362 122.84%Warminster Township 9,915 11,415 12,877 15,795 22,285 124.76%

Bucks County 10,752 12,473 14,341 18,292 27,430 155.12%

Commonwealth of Pennsylvania 9,091$ 10,288$ 11,544$ 14,068$ 20,880$ 129.68%________SOURCE: The Pennsylvania State University Data Center.

COMPARATIVE PER CAPITA PERSONAL INCOME TRENDS

Percent of ChangePolitical Subdivision 2006 2007 2008 2006-2008

Bucks County 48,959$ 50,645$ 50,983$ 4.13%Commonwealth of Pennsylvania 37,078 38,738 39,762 7.24%United States 37,698 39,392 40,166 6.55%_______SOURCE: U.S. Department of Commerce, Bureau of Economic Analysis.

A-4

COMPARATIVE PERSONAL INCOME TRENDS

(Millions of Dollars)

Percent of ChangePolitical Subdivision 2006 2007 2008 2006-2008

Bucks County 30,317$ 31,468$ 31,791$ 4.86%Commonwealth of Pennsylvania 462,402 485,103 499,669 8.06%United States 11,256,516 11,879,836 12,225,589 8.61%_______SOURCE: U.S. Department of Commerce, Bureau of Economic Analysis.

SUMMARY OF GENERAL INCOME CHARACTERISTICS2000 U.S. CENSUS

Per Median MedianTotal Total Capita Family Household

Political Subdivision Persons Families Income Income Income

Ivyland Borough 492 152 26,525$ 63,750$ 58,958$ Upper Southampton Township 15,764 4,463 26,362 66,889 59,493 Warminster Township 31,383 8,625 22,285 60,907 54,375

Total 47,639 13,240 - - -

Bucks County 597,635 160,946 27,430$ 68,727$ 59,727$

Commonwealth of Pennsylvania 12,281,054 3,208,388 20,880$ 49,184$ 40,106$ ________SOURCE: The Pennsylvania State University Data Center.

COMPARATIVE SUMMARY OF GENERALPOPULATION CHARACTERISTICS

2000 U.S. CENSUS

Age2000 U.S. % 65 Number of

Census % Under and Number of Persons Per Number ofPolitical Subdivision Population 18 over Households Household Families

Ivyland Borough 492 21.10% 14.80% 194 2.52 152 Upper Southampton Township 15,764 21.60% 19.60% 6,031 2.58 4,463 Warminster Township 31,383 24.50% 15.20% 11,350 2.74 8,625

Total 47,639 --- --- 17,575 --- 13,240

Bucks County 597,635 25.70% 12.40% 218,725 2.69 160,946

Commonwealth of Pennsylvania 12,281,054 23.80% 15.60% 4,777,003 2.48 3,208,388 ________SOURCE: The Pennsylvania State University Data Center.

A-5

COMPARATIVE SUMMARY OF

GENERAL HOUSING CHARACTERISTICS2000 U.S. CENSUS

Occupied Housing UnitsOwner Total

Total Occupied Occupied % MedianHousing Housing Housing Owner Median Monthly

Political Subdivision Units Units Units Occupied Value Rent

Ivyland Borough 199 155 194 79.90% 157,400$ 850$ Upper Southampton Township 6,123 5,053 6,031 83.78% 175,800 1,003 Warminster Township 11,644 8,430 11,350 74.27% 160,500 701

Total 17,966 13,638 17,575 77.60% - -

Bucks County 225,498 169,205 218,725 77.36% 163,200$ 736$

Commonwealth of Pennsylvania 5,249,750 3,406,337 4,777,003 71.31% 97,000$ 531$ ________SOURCE: The Pennsylvania State University Data Center.

A-6

PHILADELPHIA, PA - NJ - DE - MD MSA

BUCKS COUNTY ANDTHE COMMONWEALTH OF PENNSYLVANIA

COMPARATIVE CIVILIAN LABOR FORCE DATA(In Thousands)

March Percent2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 of Change

Phila-NJ-DE-MD MSA:

Civilian Labor Force 2,544.10 2,558.60 2,645.00 2,943.70 2,977.10 2,988.60 2,996.10 2,999.70 2,948.80 2,977.90 17.05%Employment 2,438.70 2,429.50 2,519.80 2,812.20 2,850.00 2,871.80 2,873.30 2,808.80 2,692.30 2,696.60 10.58%Unemployment 105.30 129.10 125.20 131.50 127.10 116.80 122.70 190.90 256.60 281.30 167.14%Rate of Unemployment 4.10% 5.00% 4.70% 4.50% 4.30% 3.90% 4.10% 6.40% 8.70% 9.40% -

Bucks County:

Civilian Labor Force 334.90 334.50 338.80 345.30 342.90 347.50 348.60 353.00 344.30 347.70 3.82%Employment 322.40 320.70 325.50 331.00 330.70 335.50 335.90 332.90 319.40 318.20 -1.30%Unemployment 12.40 13.90 13.30 14.30 12.20 12.00 12.70 20.20 24.90 29.50 137.90%Rate of Unemployment 3.70% 4.10% 3.90% 4.10% 3.60% 3.40% 3.60% 5.70% 7.20% 8.50% -

Commonwealth of PA:

Civilian Labor Force 6,061 6,095 6,190 6,333 6,288 6,329 6,335 6,418 6,294 6,392 5.46%Employment 5,786 5,761 5,903 6,007 6,013 6,068 6,061 6,005 5,759 5,790 0.07%Unemployment 275 333 288 327 276 261 274 412 536 602 118.91%Rate of Unemployment 4.50% 5.50% 4.60% 5.20% 4.40% 4.10% 4.30% 6.40% 8.50% 9.40% -

________SOURCE: Commonwealth of Pennsylvania, Department of Labor and Industry, Bureau of Research and Statistics.

APPENDIX B

FORM OF OPINION OF BOND COUNSEL

B-1

_____________, 2010

[Proposed Bond Counsel Opinion]

Centennial School District Warminster, PA 18974 Re: Centennial School District $67,150,000 General Obligation Bonds, Series A an d B of 2010 You have requested our opinion as to the legality of the above general obligation bonds (the "Bonds"). The Bonds are issued by the Centennial School District, Bucks County, Pennsylvania (the "School District"), under the provisions of the Pennsylvania Local Government Unit Debt Act, as amended (the “Act”), and pursuant to a Resolution adopted by the Board of Directors of the School District on June 22, 2010 (the "Resolution"). The Bonds are being issued to provide the funds necessary to finance the costs of a project involving renovations and additions to the Willow Dale Elementary School, construct and equip two new elementary schools, refund an outstanding series of general obligation bonds, and to pay the costs of issuing the Bonds. The School District has covenanted in the Resolution (i) to include the amount of debt service for the Bonds for each fiscal year in which such sums are due and payable in its budget for that year, (ii) to appropriate such amounts from its general revenues for the payment of such debt service, and (iii) to duly and punctually pay, or cause to be paid, from its sinking fund or any other of its revenues or funds, the principal or redemption price of, and interest on, the Bonds at the dates and places and in the manner stated in the Bonds, according to the true intent and meaning thereof; for such budgeting, appropriation and payment the School District in the Resolution has pledged its full faith, credit and taxing power. As Bond Counsel for the School District, we have examined the relevant provisions of the Constitution of the Commonwealth of Pennsylvania; the Acts of Assembly pursuant to which the Bonds are authorized, issued and sold; the transcript of proceedings filed with the Pennsylvania Department of Community and Economic Development (the "Department"); and certain statements, affidavits and other documents which we have considered pertinent. In rendering this opinion we have examined and relied upon the opinion of Begley, Carlin and Mandio, Counsel to the School District and the accuracy of the statements and representations and the performance of the covenants of the School District set forth in the Resolution and the School District's Tax Certificate and Agreement delivered on this date in connection with the issuance of the Bonds.

B-2

Based on the foregoing, we are of the opinion that: 1. The School District is authorized under the provisions of the Constitution and laws of the Commonwealth of Pennsylvania to issue the Bonds for the purposes above set forth, and the School District has authorized the issuance thereof. 2. As indicated in the School District's debt statement filed with the Department in connection with the issuance of the Bonds, outstanding debt of the School District, including debt represented by the Bonds, is within the debt limitations of the Act. 3. The Bonds are the valid and binding general obligations of the School District payable from the revenues of the School District from whatever source derived, which revenues, at the time of the issuance and sale of the Bonds, include ad valorem taxes levied upon all the taxable property within the School District within the limits prescribed by law. 4. Under the laws of the Commonwealth of Pennsylvania, as currently enacted and construed, the Bonds are exempt from personal property taxes in Pennsylvania and the interest on the Bonds is exempt from Pennsylvania personal income tax and corporate net income tax.

5. Interest on the Bonds is excluded from gross income for federal income tax purposes under existing law, as currently enacted and construed. Interest on the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed upon individuals and corporations. Interest on a Bond held by a corporation (other than an S corporation, regulated investment company, real estate investment trust or real estate mortgage investment conduit) may be indirectly subject to alternative minimum tax because of its inclusion in the reported income or earnings and profits of the corporate holder. Interest on a Bond held by a foreign corporation may be subject to the branch profits tax imposed by the Internal Revenue Code of 1986, as amended (the “Code”). Ownership of the Bonds may give rise to collateral federal income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, S corporations with Subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement Benefits. We express no opinion as to such collateral federal income tax consequences. The initial public offering price of Bonds of certain maturities (the “Discount Bonds”) is less than the amount payable at maturity. An amount not less than the difference between the initial public offering price of the Discount Bonds and the amount payable at maturity constitutes original issue discount. We are of the opinion that the appropriate portion of such original issue discount allocable to the original and each subsequent holder of a Discount Bond will, upon sale, exchange, redemption or

B-3

payment at maturity of such Discount Bond, be treated as interest and excluded from gross income for federal income tax purposes to the same extent as the stated interest on the Discount Bonds. In providing this opinion, we advise you that it may be determined in the future that interest on the Bonds, retroactive to the date of issuance thereof or prospectively, will not be excluded from the gross income of the owners of the Bonds for federal income tax purposes if certain requirements of the Code are not met. The School District has covenanted in the Resolution to comply with such requirements. LAMB McERLANE PC

APPENDIX C

AUDITED FINANCIAL STATEMENTS OF THE SCHOOL DISTRICT’S FISCAL YEAR ENDING

JUNE 30, 2009