Wells Nelson & Associates, LLC Underwriter

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1 OFFICIAL STATEMENT DATED DECEMBER 17, 2009 NEW ISSUE-BOOK ENTRY ONLY STANDARD & POOR S A+ QUALIFIED TAX-EXEMPT OBLIGATIONS In the opinion of Bond Counsel, the interest on the Bonds is, under existing law and regulations, exempt from all present federal income taxes, assuming continuing compliance by the Authority with covenants to meet the requirements of the Internal Revenue Code of 1986, as amended, except that certain corporations may be subject to a minimum tax determined by including the interest on the Bonds as income in computing such tax. The Series 2009 Bonds have been designated by the Authority as "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended. Additionally, in the opinion of Bond Counsel, the interest on the Series 2009 Bonds is exempt from present State of Oklahoma income taxes. $11,765,000 Washita County Public Facilities Authority (Washita County, Oklahoma) Sales Tax Revenue Bonds Series 2009 Dated: December 1, 2009 Due: December 1, as shown below These Bonds are being issued by the Washita County Public Facilities Authority (the Authority ), a public trust created and existing under the laws of the State of Oklahoma, particularly but not exclusively Title 60, Oklahoma Statutes 2009 Supplement, Sections , inclusive, by which laws the Trustees of the Authority are designated as an agency of the State of Oklahoma and regularly constituted authority of the Beneficiary, Washita County, Oklahoma (the County ). The Bonds are not a debt of Washita County, nor of the State of Oklahoma, nor personal obligations of the Trustees of the Authority but are limited and special obligations payable solely out of revenues pledged for their payment as outlined in the paragraph entitled Security. The Authority has no taxing power. The Bonds will be issued and registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York ( DTC ), to which all payments of principal and interest will be made. Purchasers will acquire beneficial interests in the Bonds in principal amounts of $5,000 and integral multiples thereof by book-entry only. Purchasers of the Bonds will not receive physical delivery of bond certificates. The Bonds will not be transferable or exchangeable, except for transfers to another nominee of DTC or otherwise as described herein. Semi-annual interest is payable June 1 and December 1 beginning June 1, Wells Fargo Bank, N.A., Oklahoma City, Oklahoma (the "Bank"), is the Trustee Bank and Registrar for the issue. Denomination-$5,000 each or any multiple of $5,000 of the same maturity. The Bonds will be fully registered only. Interest is payable by check or draft mailed by the Bank on the interest payment date to the registered owners thereof as of the respective Record Date for such payment. Principal is payable upon surrender of the Bond at maturity to the Registrar at its designated corporate trust office in Oklahoma City, Oklahoma. The Book-Entry Only System will affect the method and timing of payment and the method of transfer. MATURITY SCHEDULE Maturity Principal Interest Maturity Principal Interest Date Amount Rate Price Date Amount Rate Price $ 390, % $ 535, % , % , % , % , % , % , % , % , % , % , % , % , % , % $3,910, % Term Bonds Due Price (Plus accrued interest from December 1, 2009) The Bonds are subject to optional and mandatory sinking fund redemption prior to maturity, as outlined in the paragraph entitled Redemption Provisions. The Bonds are offered when, as and if issued and received by the original purchaser, subject to prior sale, to withdrawal and to modifications of the offer without any notice, and to the approval of legality of the Bonds by J. Brent Clark, P.C., Oklahoma City, Oklahoma, Bond Counsel. Certain other matters will be passed upon for the Underwriter by Petruska & Associates, A Professional Limited Liability Company, Dallas, Texas. It is expected that the Bonds will be available for delivery through DTC in New York City, New York, on or about December 30, Wells Nelson & Associates, LLC Underwriter

2 Washita County Public Facilities Authority TRUSTEES James Gee Larry Burrows Larry Peck Dennis Krueger Jerry Weichel Chairman Vice Chairman Trustee Trustee Trustee BOND COUNSEL J. Brent Clark, P.C. Attorneys at Law Oklahoma City, Oklahoma FINANCIAL ADVISOR The Baker Group Oklahoma City, Oklahoma UNDERWRITER Wells Nelson & Associates, LLC Oklahoma City, Oklahoma

3 For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, this document constitutes a Official Statement with respect to the Bonds that has been "deemed final" by the Authority as of the date hereof except for the omission of no more than the information permitted by Rule 15c2-12. This Official Statement does not constitute an offer to sell or solicitation of an offer to buy within any jurisdiction to any person to whom it is unlawful to make such offer or solicitation within such jurisdiction. In connection with the offering of the Bonds, no dealer, salesman, or any other person has been authorized to give any information or to make any representation other than contained herein. If given or made, such information or representation must not be relied upon. Certain information set forth herein has been obtained from the Authority and other sources which are believed to be reliable but such information is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the Underwriter. Any information and expressions of opinion herein contained are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or other matters described herein since the date hereof. See CONTINUING DISCLOSURE OF INFORMATION for a description of the Authority s undertaking to provide certain information on a continuing basis. Any statements in this Official Statement involving matters of opinion, estimations, or projections, whether or not expressly so stated, are intended as such and not as representations of facts. This Official Statement shall not be construed as a contract or agreement between Washita County Public Facilities Authority and the purchasers or holders of any of the Bonds. THIS OFFICIAL STATEMENT CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE AND ACHIEVEMENTS TO BE DIFFERENT FROM THE FUTURE RESULTS, PERFORMANCE AND ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED THAT THE ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD- LOOKING STATEMENTS The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. For additional information or copies of this prospectus, contact James Gee, Chairman of Trustees, Washita County Public Facilities Authority, (580) , PO Box 380, Cordell, Oklahoma 73832, or The Baker Group, (405) , 1601 Northwest Expressway, 20 th Floor, Oklahoma City Oklahoma

4 Official Statement Table of Contents Page The Authority 1 Trustees and Officers 1 Purpose of Issue 1 Source and Application of Proceeds 2 The Facilities 2 Plan of Finance 2 Revenue and Coverage 3 Security 3 Outstanding Debt 3 Reserve Fund 3 Certain Risks of Bondholders 4 Book-Entry Only System 8 The Depository 10 The Trustee Bank 10 The Registrar 10 Flow of Funds 11 Redemption Provisions 12 Extraordinary Redemption 13 Additional Bonds 13 Bond Covenants 13 Defeasance 16 Defaults and Remedies 16 Original Issue Discount 16 Original Issue Premium 17 Legal Matters 18 Tax Exemption 18 Required Rebate to the United States 19 No Litigation 20 Rating 20 Underwriting 21 Continuing Disclosure of Information 21 Miscellaneous 23 Approval of Official Statement 23 Exhibits Appendix A General Information about Washita County Appendix B Opinion of Bond Counsel Appendix C Audited Financial Statements of Washita County, Oklahoma, June 30, 2007 Appendix D Bond Payment Schedule

5 THE AUTHORITY Washita County Public Facilities Authority, a public trust, herein called the "Authority", is a statutory instrumentality of Washita County, Oklahoma (the "County" or "Beneficiary"), and an agency of the State of Oklahoma. The Authority was created under provisions of the Oklahoma Statutes by a Trust Indenture dated March 16, 2009, to provide property, buildings, improvements and facilities for public purposes within the County. Title 60, Oklahoma Statutes 2009 Supplement, Sections contains the specific authorization for the creation and the powers of public trusts such as the Authority. The County is the sole beneficiary of the Authority and receives all net income not needed for Authority purposes. The Authority is offering as security a security interest in the Facilities (as hereinafter defined) and the Gross Revenues (as hereinafter defined) and is empowered by the Trust Indenture to acquire, construct, maintain and operate the Facilities, and borrow money by mortgage, pledge, or other encumbrance of the Facilities and its revenues including the issuance of bonds or notes. The Authority has the same duration as the Beneficiary, or until its purposes shall have been fulfilled, or until it shall have been terminated by mutual agreement and with the consent of the owners of any outstanding indebtedness. The validity of trusts of the nature of the Authority has been approved by the Supreme Court of the State of Oklahoma. The Authority has no taxing power. TRUSTEES AND OFFICERS The Trustees of the Authority are: James Gee, Chairman Larry Burrows, Vice Chairman Dennis Krueger, Trustee Larry Peck, Trustee Jerry Weichel, Trustee Marita McKee, Secretary PURPOSE OF ISSUE The Bonds will be issued for the purpose of financing county capital improvement projects as follows: acquisition, construction and equipping of a new county detention facility, and renovation of an existing jail (the Project ), funding a sinking fund reserve fund and paying the costs of issuing the Bonds. 1

6 SOURCES AND APPLICATION OF PROCEEDS Revenue Bond Issue $ 11,765, Construction Fund $ 10,500, Accrued Interest 41, Reserve Fund 905, Reoffering Premium 31, Underwriter s Discount 117, Deposit to Debt Service Fund 41, Costs of Issuance (1) 273, Total Sources $ 11,837, Total Application $ 11,837, (1) Costs of issuance include legal fees, financial advisory, printing, trustee, rating agency fees and other costs involving the issuance of the Bonds. THE FACILITIES The facilities consist of new county detention center ( Facilities ), constructed on land owned by the Authority. The facilities shall be managed and used by the County pursuant to a Facilities Use and Operation Agreement (the Facilities Use and Operation Agreement ) dated as of December 1, PLAN OF FINANCE The County began levying an additional three-quarter cent (¾ ) sales tax on October 1, 2009 pursuant to an Order of the Board of County Commissioners of Washita County and approved by the voters of Washita County on June 9, 2009 (the Sales Tax ). The Sales Tax was approved solely for the purpose of acquiring, constructing and equipping a new county detention facility; renovation of an existing jail; and paying the principal of and interest on indebtedness incurred by the Authority for such purposes. The Sales Tax will be collected through September 30, Additionally, the County began collecting an additional three-quarter cent (¾ ) Use Tax on October 1, 2009 (the Use Tax ). The County, pursuant to a resolution of the Board of County Commissioners will appropriate the proceeds of the Sales Tax and Use Tax to the Authority; however, this resolution is subject to repeal and the Sales Tax and Use Tax is subject to non-appropriation. See the section entitled Certain Risks of Bondholders which follows. The Sales Tax and Use Tax received by the Authority and the other revenues derived from the existence and/or operation of the Facilities shall constitute the entire gross revenues of the Authority (the Gross Revenues ) available to pay principal of and interest on the Bonds. The Trust Indenture securing the Bonds creates a first lien on the Gross Revenues. The Authority has entered into a Facilities Use and Operation Agreement for a term extending to June 30, 2010, renewable solely at the option of the County for successive one year terms. The consideration for the Facilities Use and Operation Agreement is the payment by the County of sums sufficient to satisfy all of the obligations of the Authority under the Trust Indenture securing the Bonds and to pay the costs of making repairs to the Facilities and insuring the Facilities against loss. 2

7 REVENUE AND COVERAGE FY 2010 (1) FY 2009 FY 2008 FY Cent Sales Tax Collections $ 1,355,000 $ 1,972,777 $ 1,635,700 $ 1,457, Cent Use Tax Collections 360, , , ,948 Total Available for Debt Service $ 1,715,000 $ 2,520,148 $ 1,856,548 $ 1,622,237 Projected Series 2009 Debt Service $ 872,000 $ 872,000 $ 872,000 $ 872,000 Coverage Note: Sales Tax and Use Tax increase approved from to effective October 1, 2009 and will be reflected in FY 2010 Collections (1) Based upon 5 months collections, annualized Source: Oklahoma Tax Commission SECURITY The Bonds are secured by a First Mortgage with Power of Sale upon the Authority s fee estate in the Facilities and a first lien on the Gross Revenues. OUTSTANDING DEBT After issuance of the Bonds, the Bonds will be the Authority's only outstanding debt secured by the Facilities and the Gross Revenues. RESERVE FUND The Trust Indenture requires the establishment of a Sinking Fund Reserve Fund (the Reserve") in an amount equal to the lesser of (a) average annual debt service on the outstanding bonds; (b) ten percent (10%) of the principal and interest on the Bonds; (c) maximum annual debt service on the Bonds or (d) one hundred twenty percent (120%) of the average annual debt service of the Bonds (the Reserve Requirement ). The Reserve is to be used to supply any deficiency in the Sinking Fund, as hereinafter described, for payment of principal of and interest on Bonds. Otherwise, it may not be used unless its use would retire all outstanding Bonds. The Reserve Requirement for the Bonds is $905,250 and is funded from Bond proceeds. With the payment of the final maturity of the Bonds, the Reserve will be available to the Authority for any lawful purpose. The Authority shall replenish any withdrawals from the Reserve in equal monthly payments over a period of not to exceed one (1) year. 3

8 CERTAIN RISKS OF BONDHOLDERS BEFORE PURCHASING ANY OF THE BONDS, PROSPECTIVE INVESTORS AND THEIR PROFESSIONAL ADVISORS SHOULD CAREFULLY CONSIDER ALL POSSIBLE FACTORS WHICH MAY AFFECT BOTH THE OPERATIONS AND REVENUES OF THE PROJECT AND, CONSEQUENTLY, CREATE THE POSSIBILITY THAT THE INTEREST ON THE BONDS MAY NOT BE PAID WHEN DUE OR THAT THE BONDS MAY NOT BE PAID AT MATURITY OR THAT THE BONDS MAY BE REDEEMED PRIOR TO MATURITY, WITHOUT PREMIUM. THE FOLLOWING RISK FACTORS--WHICH ARE NOT INTENDED TO BE AN EXHAUSTIVE LISTING OF ALL POSSIBLE RISKS ASSOCIATED WITH AN INVESTMENT IN THE BONDS--MUST BE CONSIDERED PRIOR TO PURCHASING THE BONDS, MOREOVER, THE ORDER OF PRESENTATION OF THE RISKS SUMMARIZED BELOW DOES NOT NECESSARILY REFLECT THE SIGNIFICANCE OF THE RISKS. Limited Obligations. The Bonds are special and limited obligations of the Authority. They are secured by and payable solely from funds payable by the Authority as otherwise described herein. The obligations of the Authority under the Trust Indenture are not general obligations of the Authority and neither the Trustee nor the registered or beneficial owners of the Bonds will have any recourse to any property, funds, or assets of the Issuer (other than the property granted the Trustee as part of the Trust Estate) with respect to such obligations. THE AUTHORITY HAS NO TAXING POWERS. Sales and Use Taxes. While the County only recently began levying the additional threequarter cents ($.0075) on each of the Sales Tax and Use Tax to support the Bonds on October 1, 2009, the County has previously levied both Sales and Use Taxes. The historical record of the collection of the same is set forth in Appendix A. The Authority believes that proceeds of the Sales and Use Taxes will be sufficient to pay the Bonds. However, it should be noted that there is a recent decline in the collection of the Sales and Use Taxes predicated on general economic conditions and the decrease in oil and gas drilling activities in the County and the resulting decrease in spending by oil field workers and suppliers. The Authority believes this decrease to be transitory. However, prospective investors should carefully consider the possibility that the gross revenues may not be sufficient to pay the Bonds. Non-appropriation. Notwithstanding anything to the contrary contained in the Trust Indenture, if the County does not appropriate funds for the payment of principal of and interest on the Bonds, the County shall not be obligated to make such payments. The appropriation of the Sales Tax and Use Tax is subject to annual renewal, and therefore, may be terminated on an annual basis by the County without any penalty and there is no assurance that the County will continue such appropriation. Accordingly, the likelihood that the County will continue such appropriation through the term of the Bonds is dependent upon certain factors which are beyond the control of the Bondholders, including (a) the continuing need of the County for correctional facilities such as the Facilities, and (b) the ability of the County to generate sufficient funds from the levy of the Sales Tax and Use Tax to pay principal of and interest on the Bonds including, but not limited to, any further decline in economic conditions within the County. 4

9 The right of the County to levy and collect the Sales Tax and Use Tax is provided in the statutes of the State of Oklahoma. The legislature has the ability to rescind the right of the County to levy and collect the Sales Tax and Use Tax by amending or repealing such statutes. If the Authority should not receive the Sales Tax and Use Tax or if such collections should further decline due to economic conditions, it could impair the ability of the Authority to pay the debt service requirements of the Bonds. In addition to the Sales Tax and Use Tax, the Bonds are secured by, among other security, the revenues to be derived from the existence and/or operation of the Facilities. The revenues to be derived from the existence and/or operation of the Facilities are not sufficient, by itself, to pay the operation and maintenance expenses of the Facilities and the principal and interest on the Bonds. In the event the Sales Tax and Use Tax is insufficient to pay the principal and interest on the Bonds, the Authority will not likely be able to generate sufficient revenues to pay the costs of operation and maintenance expenses of the Facilities. The ability of the Authority to generate such revenues is dependent on many factors, including the abilities of individuals responsible for operation and maintenance and future economic and other pertinent conditions. Such conditions may include the cost of incarceration of prisoners, increased operation and maintenance costs, regulation and restriction of the Authority by various governmental entities and other factors. The amount, levy and collection of the Sales Tax and Use Tax depends upon the sale of covered goods and services within the jurisdiction of the County and is therefore dependent upon the general economy of the County. There can be no assurance that the amount of Sales Tax and Use Tax levied and collected in any period will be sufficient to fund debt service on the Bonds and pay the operation and maintenance of the Facilities for any such period. Risks Associated with Constructing and Equipping the Facilities. The Authority will make arrangements which it anticipates will be sufficient to assure the completion of the Facilities. However, no assurance can be given that inclement weather, building supplies shortages, labor shortages or disputes and other factors or conditions outside the control of the Authority will not delay completion. While the Authority believes the funds available to it for such purpose will be sufficient to pay the costs of construction and equipping of the Facilities, there can be no assurance that such funds will be sufficient to complete all necessary improvements. In the event sufficient funds are not available to the Authority to complete all improvements, the failure to complete the improvements as planned could adversely affect the security of the Bondholders. There could be delays and difficulties experienced in enforcing remedies granted to the Trustee under the Trust Indenture. The payments of principal of and interest on the Bonds are secured by a pledge and assignment of, and by a grant of a first priority security interest in, all revenues and receipts of the Authority and by the grant to the Trustee of a first mortgage with power of sale upon the Authority s fee estate in real property included in the Facilities. The practical 5

10 realization of value from this property upon a default will depend upon the exercise of various remedies specified by the Trust Indenture. These and other remedies may, in many respects, require judicial actions, which are often subject to discretion and delay. Under existing law (including particularly federal bankruptcy law), the remedies specified by the Trust Indenture may not be readily available or may be limited. A court may decide not to order the specific performance of the covenants contained in the Trust Indenture. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by state and federal laws, rulings, and decisions affecting remedies and by bankruptcy, reorganization, or other laws affecting the enforcement of creditors' rights generally. Liquidation of Security May Not Be Sufficient in the Event of a Default. The Trustee must look primarily to the Authority s fee estate in the Facilities and the Sales Tax and Use Tax to pay and satisfy the Bonds in accordance with their terms. The owners of the Bonds are dependent solely upon the appropriation of the Sales Tax and Use Tax by the County and the value of the Authority's assets for the payment of the principal of, premium, if any, and interest on the Bonds. In the event the appropriation of Sales Tax and Use Tax should not be renewed, the owners of the Bonds will have no person or entity to pursue for any deficiency which may exist. The actual value that could be obtained upon a sale of the Facilities may be less than the principal amount of the Bonds outstanding at the time of sale. Value of Land and Improvements. No independent appraisal on the property has been performed at the request of the Authority or the Underwriter, and there is no guarantee that the foreclosure value of the land and/or improvements will be adequate in the event of any foreclosure to pay defaulted and accelerated debt service. Additionally, the value of the land and improvements may be less than comparable commercial properties in the area, especially in light of the special nature of the improvements and their limited use. Failure to complete construction and equipping of the Facilities could negatively affect any sale of the Facilities pursuant to the mortgage. Inability to Liquidate or Delay in Liquidating the Projects. The Facilities are intended to be used solely for correctional purposes of the County. Because of such use, a potential purchaser of the Bonds should not anticipate that a sale of the Facilities could be accomplished rapidly or at all. Any sale of the Facilities may require compliance with the laws of the State applicable thereto. Such compliance may be difficult, time-consuming, and/or expensive. Any delays in the ability to sell the Facilities will result in delays in the payment of the Bonds. Since the Facilities are specifically constructed for use as a correctional facility they may not be readily adaptable to other uses. As a result, in the event of a sale of the Facilities, the number of uses which could be made of the property, and the number of entities which would be interested in purchasing the Facilities, could be limited, and the sale price could thus be affected. The location of the Facilities may also limit the number of potential purchasers. The ability to sell the Facilities to third parties, thereby liquidating the investment, would be limited as a result of the nature of the Facilities. For these reasons, no assurance can be made that the amount realized upon any sale of the Facilities would be fully sufficient to pay and discharge the Bonds. In particular, there can be 6

11 no representation that the cost of the property included in the Facilities constitutes a realizable amount upon any forced sale thereof. Failure to complete the Facilities could negatively affect any sale of the Facilities pursuant to the mortgage. Limited Marketability of the Bonds. The Authority has no understanding with the Underwriter regarding the reoffering yields or prices of the Bonds and has no control over trading of the Bonds in the secondary market. Moreover, there is no assurance that a secondary market will be made in the Bonds. If there is a secondary market, the difference between the bid and asked price may be greater than the bid and asked price of bonds of comparable maturity and quality issued by more traditional issuers as such bonds are more generally bought, sold, or traded in the secondary market. Forward-looking Information. This Official Statement contains various forward-looking statements and information that are based on the Authority's beliefs and assumptions, as well as information currently available to Authority. When used in this document, the words "anticipate", "estimate", "believe", "expect" and similar expressions are intended to identify forward-looking statements. Although the Authority believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Such statements are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or expected. The statements contained in this Official Statement, and in any other information provided by the Authority, that are not purely historical, are forward-looking statements, including statements regarding the Authority s expectations, hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking statements. All forward looking statements included in this Official Statement are based on information available to the Authority on the date hereof, and the Authority assumes no obligation to update any such forward-looking statements. It is important to note that the actual results could differ materially from those in such forward-looking statements. The forward-looking statements herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including legislative, judicial and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Authority. Any of such assumptions could be inaccurate and, therefore, there can be no assurances that the forwardlooking statements included in this Official Statement would prove to be accurate. 7

12 BOOK-ENTRY ONLY SYSTEM This section describes how ownership of the Bonds is to be transferred and how the principal of, premium, if any, and interest on the Bonds are to be paid to and accredited by DTC while the Bonds are registered in its nominee name. The information in this section concerning DTC and the Book-Entry-Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The Issuer believes the source of such information to be reliable, but takes no responsibility for the accuracy or completeness thereof. The Depository Trust Company ( DTC ), New York, NY, will act as securities depository for the Bonds (herein, the Securities ). The Securities will be issued as fully-registered securities 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 certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. DTC, the world s largest securities 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 and Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 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 is the holding company for DTC, the National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. 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 and Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities 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 confirmations 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 8

13 transaction. Transfers of ownership interests in the Securities 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 interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. To facilitate subsequent transfers, all Securities 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 Securities with DTC and their registration in the name of Cede & Co. or such other nominee, do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC s records reflect only the identity of the Direct Participants to whose accounts such Securities 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 Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities 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 the notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Securities 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 Securities unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer 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 Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Securities 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 Issuer or Trustee on the 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 nor its nominee, the Trustee, or the Issuer, subject 9

14 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 Issuer or the Trustee. Disbursement of such payments to Direct Participants will be the responsibility of DTC, and reimbursement 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 to the Securities at any time by giving reasonable notice to the Issuer or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Security certificates are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility THE DEPOSITORY The Authority is from time to time to designate a bank or banks, preferably in Washita County, Oklahoma, which shall act as Depository for the Washita County Public Facilities Authority Gross Revenue Account and Bond Account, and from which withdrawals are to be made as stipulated in the section "Flow of Funds" which follows. THE TRUSTEE BANK Wells Fargo Bank, N.A., Oklahoma City, Oklahoma (the Trustee ), will act as trustee for the holders of the Bonds, and is to hold the Trust Indenture securing the Bonds, and perform such other duties as have or may be agreed upon and as are outlined briefly in the paragraphs that follow and in full in the Trust Indenture. THE REGISTRAR Wells Fargo Bank, N.A., Oklahoma City, Oklahoma, will act as Registrar for the Bonds and will register ownership and transfer of the Bonds on books kept for that purpose and act as paying agent on behalf of the Authority. Interest shall be paid by check or draft mailed by the Registrar to Bondholders of record on the Record Date which is the 15th day of the month next preceding each interest payment date, whether or not such date is a business day. Upon written request of a Holder of at least $100,000 in principal amount of Bonds outstanding, payment may be made by wire transfer in immediately available funds to a domestic account designated in writing by such Holder 10

15 at least 30 days prior to any interest payment date. The Book-Entry Only System will affect the method and timing of payment and the method of transfer. FLOW OF FUNDS I. BOND PROCEEDS: The proceeds of the Bonds will be deposited with the Trustee in the Washita County Public Facilities Authority Project Fund, except that accrued interest and capitalized interest will be deposited directly into the Washita County Public Facilities Authority Sinking Fund and the Bond Reserve Requirement will be deposited directly into the Washita County Public Facilities Authority Sinking Fund Reserve Fund, described in paragraph III following, and all fees and expenses for services in connection with the issuance of the Bonds, shall be paid to the persons entitled thereto. The Construction Fund shall be used for: A. All payments for properties and equipment purchased, for professional services, labor and materials furnished, and for all construction performed and for deposits to the Sinking Fund, if necessary, during construction; and B. Any remainder shall be retained in the Project Fund to be used later for the same purpose for which the proceeds of the Bonds are to be used, or transferred to the Sinking Fund and used to diminish payments otherwise required to be made into it. II. AUTHORITY REVENUES: The Depository Bank shall receive daily all money received by the Authority from the County into an account known as the Washita County Public Facilities Authority Gross Revenue Account and hereafter called the "Gross Revenue Account". The Authority has the sole authority to withdraw money from the Gross Revenue Account. From the Gross Revenue Account there is to be paid in the following order: A. The sums required for payment of principal of and interest on the Bonds and any bank fees payable are to be deposited in the Washita County Public Facilities Authority Bond Account, to be held by the Depository but with the sole right of withdrawal from the Bond Account vested in the Trustee; B. Payments of funds required to replenish any deficiency in the Sinking Fund Reserve Fund, as provided in the Trust Indenture; C. Payment of costs and expenses of operating and maintaining the Facilities. D. The remainder is to be retained and used for any proper purpose of the Authority. III. DEBT SERVICE: From the Bond Account, the Trustee shall, not later than five (5) days prior to each interest and principal payment date so long as these Bonds remain outstanding, withdraw therefrom the accumulated sum necessary to make such interest and principal payments on the Bonds and deposit it in the "Sinking Fund" which it holds. The Sinking Fund is to be used 11

16 by the Trustee for payment of principal of and interest on the Bonds as they mature. The withdrawals are to be made in that amount which will permit payment of principal of and interest on Bonds as they become due. IV. INVESTMENT OF FUNDS: A. All funds not specifically mentioned in the "Flow of Funds" section are to be kept continuously invested in conformance with its use and applicable law to yield the highest annual return for the benefit of the Authority. B. The Project Fund shall be kept continuously invested by the Trustee upon written instructions of the Authority in Permitted Investments as set out in the Trust Indenture. Interest earned is to be retained in the Project Fund or upon direction of the Authority transferred by the Trustee to the Sinking Fund of the Authority. C. The Sinking Fund Reserve Fund shall be kept continuously invested by the Trustee in Permitted Investments maturing not later than the last maturity date of the Bonds as set out in the Trust Indenture. The interest earned on such investments shall be deposited by the Trustee into the Sinking Fund of the Authority. REDEMPTION PROVISIONS The Bonds are subject to redemption prior to maturity only as described in this section of the Official Statement. A. Mandatory Redemption - Bonds maturing December 1, 2029, are subject to mandatory sinking fund redemption and payment prior to maturity on December 1, 2025, and on each December 1, thereafter through December 1, 2029, at a redemption price equal to the principal amount thereof plus accrued interest thereon to the redemption date, as follows: Mandatory Redemption Dates Principal $ 705, , , , ,000 B. Optional Redemption - The Bonds maturing December 1, 2020, and thereafter shall be subject to redemption prior to maturity at the option of the Authority, on at least thirty (30) days notice 12

17 (to be provided in the manner hereafter stated), in whole or in part, in inverse order of maturity and by lot within a maturity on any date, on and after December 1, 2019, at the respective redemption prices of par and accrued interest. C. Notice and Effect of Redemption - Notice of any call for redemption will be given by the Trustee, identifying the Bonds to be redeemed, not less than thirty (30) days prior to the redemption date by notice sent by first-class mail to the holder or holders of the Bond or Bonds to be redeemed, directly to the address shown on the registration books. No further interest will accrue on the principal of any Bonds called for redemption from and after the date fixed for redemption if payment of the redemption price thereof has been duly provided for. EXTRAORDINARY REDEMPTION The Bonds are subject to redemption at the option of the Authority from available monies in whole or in part on any interest payment date, if such redemption is made from: (a) insurance proceeds; (b) expropriation awards; (c) the proceeds of the sale of all or part of the Facilities; (d) payments received from the Authority pursuant to an Event of Default as defined in the Trust Indenture or (e) proceeds of the Bonds not necessary to complete the construction of the Facilities. In the event that such redemption is made, such redemption shall be made at the principal amount so redeemed and the interest accrued thereon to the redemption date, but without premium. The Bonds are also subject to redemption, at the option of the Authority in whole at any time, at the principal amounts thereof and accrued interest to the date fixed for redemption, if, as a result of any change in the Constitution of the United States of America or of the State of Oklahoma or legislative or administrative action, whether State or federal, or by final judgment in court of competent jurisdiction after the contest thereof by the Authority in good faith, wherein the Trust Indenture becomes void, unenforceable, or impossible of performance in accordance with the intent and purpose of the parties as expressed therein or if interest on the Bonds becomes subject to federal income taxation. ADDITIONAL BONDS The Authority will not incur any additional bonded indebtedness secured by the Facilities and/or the Gross Revenues. BOND COVENANTS Pursuant to the Trust Indenture, the Authority has made certain covenants, which include the following: 1. The Authority has good right and lawful authority to execute and deliver the conveyance set forth in the Trust Indenture, and all of said property is free and clear of all liens, claims, demands, encumbrances and governmental charges which could or in any manner might 13

18 adversely affect or prejudice the rights, interests, privileges, powers and liens provided in the Trust Indenture. The Authority, so often as requested so to do by the Trustee or any holder of any Bond, promptly will execute and deliver all such other and further instruments and do, or cause to be done, all such other and further things as reasonably shall be required to vest in the Trustee all of the rights, powers and benefits intended to be conveyed, assigned and conferred by the Trust Indenture. 2. The Authority will not suffer or permit any lien or encumbrance upon any of the property or revenues conveyed as security under the terms of the Trust Indenture, or any part of said property or revenues, to be or become superior or in preference to the lien created by the Trust Indenture, neither will the Authority do or suffer to be done any act or thing whereby the security provided in the Trust Indenture shall be diminished or impaired. 3. The Authority forever will defend the unimpaired and unencumbered right, title and interest in and to each and every part of the property and revenues mentioned in the Trust Indenture against all claims and demands asserted by any person or entity whatsoever to be prior or preferential to the lien created by the Trust Indenture, and the Authority, upon request by the Trustee or by the holder of any Bond, promptly will take such action as reasonably shall be required to extinguish any defect or cloud upon the rights, title and interests described as aforesaid, whether presently existing or hereafter coming into existence; and the Authority will save harmless the Trustee and each holder of any Bond from all loss, cost, expense and damage with respect to any of the foregoing. 4. The Authority and/or the County will keep the Facilities insured by all forms of insurance ordinarily carried by reasonably prudent operators of like properties, the policies to be payable to the Authority and the Trustee as their interests shall appear and either the policies or certificates of insurance are to be delivered to the Trustee promptly upon issuance thereof. 5. The Authority shall, during the construction of the Facilities, cause to be prepared not less often than once every six months, a written report in reasonable detail as to the progress and cost of such acquisition and construction showing comparisons of such progress and cost with the prior estimates of such progress and cost, describing any modifications made in the plans for such acquisition and construction and explaining in reasonable detail the reasons for any cost overruns or delays in construction and upon completion of the Facilities, shall prepare a final report providing the foregoing information. The Authority shall cause a copy of every such report to be mailed to the Trustee for inspection by Bondholders. 6. The proceeds of these Bonds will be used solely for the purposes for which they were issued, as briefly outlined in a preceding paragraph entitled "Purpose of Issue" and as described in complete detail in the Trust Indenture itself under which they are issued and for refunding interim or temporary debt incurred by the Authority for the same purposes. 14

19 7. All monies collected by the Authority will be applied in the manner provided in the preceding section entitled "Flow of Funds". 8. The Authority will keep proper books, records and accounts in accord with good accounting practices which shall at all reasonable times be made available to Bondholders or their representatives. Within 120 days following the close of its fiscal year, it will supply to the Trustee, the County, and to any Bondholder who so requests, an annual audit of its operations during the preceding fiscal year, prepared by a Certified Public Accountant. If so requested by the Trustee or the holders of at least 51% of the outstanding debt, such Certified Public Accountant shall be named by the Trustee or the Bondholders. 9. Any provision in the Trust Indenture may be amended by the agreement of the Authority and the Trustee with the consent given in writing to the Trustee by the holders of not less than 75% of all the equally secured bonds then outstanding except, however: a. The aforesaid percentage of seventy-five percent (75%) shall not be reduced without the consent of the holders of all of the outstanding indebtedness; b. Any reduction made in the rate of interest must apply equally to all Bonds unless otherwise consented to in writing by the holder of the excepted Bonds; c. That in the event that there shall be an extension of maturities serially, the same relative position in the extended schedule shall be retained for each Bond as in the maturity schedule of the Bonds as originally issued, unless otherwise consented to in writing by the holder of the excepted Bonds. However, if the extension of maturities is made into a single maturity, the extension shall apply to all Bondholders; and d. That no Bond be given preference in security over any other. 10. It is also provided that in the event monies in an amount which shall be sufficient or direct obligations of the United States or of agencies of the United States fully guaranteed by the United States are placed in a special escrow account for the sole purpose and in sufficient amount that the principal and interest earned when due shall provide funds to pay promptly and fully as they mature, both interest on and principal of the Bonds or in the alternative, on such earlier date any of said outstanding Bonds, respectively, are callable for redemption prior to maturity, in the latter event, together with any premium payable upon such redemption, at which time the lien securing them by the Facilities shall be released. 11. The Authority will timely prepare and file, or cause to be prepared and filed, any and all reports or returns required under the Internal Revenue Code of 1986, as amended, in order to preserve the federal tax-exempt status of the interest payable on the Bonds and the Authority will timely meet the rebate requirements of the Internal Revenue Code of 1986, 15

20 as amended, including, but not limited to payment of any required rebates to the United States relating to income derived from investment of the proceeds of the Bonds. DEFEASANCE The Trust Indenture shall be defeased if, among other things, there are sufficient monies or direct obligations of the United States of America, fully guaranteed by the United States of America, the principal of and interest on which when due will provide monies, which together with the monies, if any, deposited with the Trustee at the same time are sufficient to pay when due the principal or redemption price of and interest due, and to become due, on the Bonds, on and prior to the redemption date or maturity date thereof, as the case may be. DEFAULTS AND REMEDIES The Trust Indenture makes the happening or existence of any fact incompatible with its provisions a default including, but not limited to, the failure to pay the principal of and interest on the Bonds when due. All of the customary remedies, including acceleration of maturities, receivership, etc., are made available to the Trustee and to all Bondholders. An additional remedy is also provided which permits the appointment of temporary trustees in sufficient number to constitute a majority of the trustees. This device permits continued operation of the properties under control of the Bondholders without endangering the tax-free status of the property or its operation as a governmental agency. All remedies expressly are made concurrent and elective. ORIGINAL ISSUE DISCOUNT Federal Income Taxation Accounting Treatment of Original Issue Discount The Series 2009 Bonds offered at a price less than the principal amount thereof resulting in a yield greater than the interest rate for each such maturity as shown on the front cover hereof are herein referred to as the OID Bonds. The difference between such initial offering price and the principal payable at maturity or upon prior redemption constitutes original issue discount treated as interest which is not includible in gross income for federal income tax purposes subject to the caveats and provisions described above. 16

21 In the case of an owner of an OID Bond, the amount of original issue discount which is treated as having accrued with respect to such OID Bond is added to the cost basis of the owner in determining, for federal income tax purposes, gain or loss upon disposition of such OID Bond (including its sale, redemption or payment at maturity). Amounts received upon disposition of such OID Bond which are attributable to accrued original issue discount will be treated as tax-exempt interest, rather than as taxable gain, for federal income tax purposes. Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual OID Bond, on days which are determined by reference to the maturity date of such OID Bond. The amount treated as original issue discount on such OID Bond for a particular semiannual accrual period is equal to (a) the product of (i) the yield to maturity for such OID Bond (determined by compounding at the close of each accrual period) and (ii) the amount which would have been the tax basis of such OID Bond at the beginning of the particular accrual period if held by the original purchaser, (b) less the amount of any interest payable on such OID Bond during the accrual period. The tax basis is determined by adding to the initial public offering price on such OID Bond the sum of the amounts which would have been treated as original issue discount for such purposes during all prior periods. If such OID Bond is sold between semiannual compounding dates, original issue discount which would have accrued for that semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. The Code contains additional provisions relating to the accrual of original issue discount in the case of owners of OID Bonds who purchased such OID Bonds after the initial offering. Owners of OID Bonds including purchasers of OID Bonds in the secondary market should consult their own tax advisors with respect to the determination for federal income tax purposes of original issue discount accrued with respect to such OID Bonds as of any date and with respect to the state and local tax consequences of owning such OID Bonds. ORIGINAL ISSUE PREMIUM Federal Income Taxation Accounting Treatment of Original Issue Premium The Series 2009 Bonds offered at a price in excess of the principal amount thereof resulting in a yield less than the interest rate for each such maturity as shown on the front cover hereof are herein referred to as the Premium Bonds. An amount equal to the excess of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. An initial purchaser of a Premium Bond must amortize any premium over such Premium Bond s term using constant yield principles, based on the purchaser s yield to maturity (or, in the case of Premium Bonds callable prior to their maturity, by amortizing the premium to the call date, based on the purchaser s yield to the call date and giving effect to the call premium). As premium is amortized, the amount of interest accruing in any semiannual period and the purchaser s basis in such Premium Bond are reduced by a corresponding amount resulting in an increase in the gain (or 17

22 decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser s basis may be reduced, no federal income tax deduction is allowed. Owners of Premium Bonds (including purchasers of Premium Bonds in the secondary market) should consult their own tax advisors with respect to the precise determination for federal income tax purposes of the treatment of bond premium upon sale, redemption or other disposition of such Premium Bonds and with respect to the state and local consequences of owning and disposing of such Premium Bonds. LEGAL MATTERS Legal matters incident to the authorization, issuance and sale of the Bonds are subject to the approval of J. Brent Clark, P.C., Oklahoma City, Oklahoma, Bond Counsel, who will render an opinion in substantially the form attached hereto as Appendix B. TAX EXEMPTION In the opinion of Bond Counsel, assuming continued compliance by the Authority and the Bank with the terms of the Indenture, under existing statutes, regulations, rulings and judicial decisions, the interest on the Bonds is excludable from gross income for federal income tax purposes. The Internal Revenue Code of 1986, as amended, (the "Code"), imposes certain requirements which must be met subsequent to the issuance of the Bonds in order for the interest thereon to be and remain exempt from federal income taxation. Non-compliance with such requirements could cause the interest on the Bonds to become taxable retroactive to the date of issue of the Bonds. These requirements include, but are not limited to limitations on the use of Bond proceeds, restrictions on the yield which may be earned on the investment of Bond proceeds and other amounts, and the obligation to rebate certain investment earnings to the United States Treasury. In the Indenture, the Authority has covenanted to comply with the provisions of the Code relating to the exemption from federal income taxation of the interest on the Bonds. For taxable years beginning after December 31, 1986, the Code imposes a 20% alternative minimum tax on the "alternative minimum taxable income" of a corporation (less an exemption amount), if the amount of such tax is greater than the corporation's regular income tax of the taxable year. Generally, the alternative minimum taxable income of any corporation for any taxable year beginning after 1986 must be increased by 75% of the amount (if any) by which the adjusted current earnings of the corporation exceeds such corporation's alternative minimum taxable income for the taxable year (determined without regard to this adjustment and the alternative tax net operating loss deduction). Because the interest on the Bonds will be included in the calculation of adjusted net 18

23 book income and adjusted current earnings, interest on the Bonds may be subject to the alternative minimum tax and the environmental tax when the Bonds are held by corporations. Except as described in the preceding paragraphs, interest on the Bonds is not subject to the alternative minimum tax imposed on individuals and corporations under the Code. Prospective purchasers of the Bonds should be aware that (I) with respect to insurance companies subject to the tax imposed by Section 831 of the Code, for taxable years beginning after December 31, 1986, Section 832 (b)(5)(b)(i) reduces the deduction for loss reserves by 15% of the sum of certain items, including interest on the Bonds, (ii) for taxable years beginning after December 31, 1986, interest on the Bonds earned by certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by Section 884 of the Code, (iii) passive investment income, including interest on the Bonds may be subject to federal income taxation under Section 1375 of the Code for Subchapter S corporations that have Subchapter C earnings and profits at the close of the taxable year if greater than 25% of the gross receipts of such Subchapter S corporation is passive investment income, and (iv) Section 86 of the Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into account, in determining gross income, receipts or accruals of interest on the Bonds. These categories of Bondowners should consult their own tax advisors as to the applicability of these consequences. The Authority will issue a certificate upon delivery of the Series 2009 Bonds to the effect that the Series 2009 Bonds are governmental purpose bonds and are designated as "qualified tax-exempt obligations" for the purpose of allocation of interest expense of financial institutions pursuant to Section 265 of the Code. Additionally, in the opinion of Bond Counsel, based upon the presumption of validity of legislative enactments, interest paid by the Authority on the Series 2009 Bonds is excluded from the gross income of the payees thereof in the computation of State of Oklahoma income taxes. REQUIRED REBATE TO THE UNITED STATES The Authority in the Trust Indenture has covenanted to comply and the Trustee is empowered to take any and all actions necessary to comply with all of the provisions of the Internal Revenue Code of 1986, as amended, relating to the exemption from federal income taxes of the interest paid upon the Bonds authorized by the Trust Indenture, including the Bonds, to the end that interest thereon shall remain exempt from federal income taxation. The Internal Revenue Code of 1986, as amended, provides that Bonds which are part of an issue, including the Bonds, will be treated as arbitrage bonds if certain hereinafter described requirements are not met with respect to such issue. Under the Internal Revenue Code of 1986, as amended, an issuer, including the Authority, is required to make certain payments or rebates to the United States in an amount equal to the sum 19

24 of the excess of the amount of money earned on all non-purpose investments, over the amount of money which would have been earned if such non-purpose investments were invested at a rate of interest equal to the yield on the issue, including the Bonds, plus any income derived from the aforesaid excess itself. The aforesaid payments or rebates are to be paid in installments which are required to be made at least once every five years and each such installment is required to be in an amount which ensures that 90 percent of the excess amount (referred to above) with respect to the issue, at the time payment of such installment is required, will have been paid to the United States. The final installment is required to be paid no later than 60 days after the final maturity of the Bonds on December 1, 2029 and shall be in an amount sufficient to pay the remaining balance of the excess amount (referred to above) with respect to such issue. The failure of the Authority to abide by its covenants to comply with the Internal Revenue Code of 1986, as amended, including the failure to timely pay or rebate any and all excess earnings in the manner provided in the Internal Revenue Code of 1986, as amended, will result in an immediate default under the Trust Indenture. In the event of such a default, the Trustee is required to immediately accelerate payment of all of the Bonds then outstanding and declare the entire principal amount of the Bonds immediately due and payable by the Authority in the said principal amount then outstanding. NO LITIGATION To the Authority s knowledge there is not now pending any litigation restraining or enjoining the issuance or delivery of the Bonds or questioning or affecting the validity of the Bonds or the proceedings and authority under which they are to be issued. To the Authority s knowledge neither the creation, organization or existence of the Authority, nor the title of the present trustees or officers of the Authority to their respective offices is being contested. RATING Standard & Poor s Corporation has assigned a rating to the Bonds as read on the cover of this Official Statement. Such rating reflects only the views of such organization and any desired explanation of the significance of such rating should be obtained from the rating agency furnishing the same, at the following address: (Standard & Poor s Corporation, 25 Broadway, New York, New York 10004). Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that any such rating will continue for any given period of time or that such rating will not be revised downward or withdrawn entirely by the rating agency concerned, if in the judgment of such rating agency circumstances so warrant. Any such downward revision or withdrawal of any such rating may have an adverse effect on the market price of the Bonds 20

25 UNDERWRITING The Bonds are to be purchased by Wells Nelson & Associates, LLC (the "Underwriter"), pursuant to a Contract of Purchase with the Authority (the "Contract of Purchase"). The Underwriter has agreed to purchase the Bonds at a price of $11,678, (which represents $11,765, principal amount of Bonds, plus Original Issue Premium of $31, and less an Underwriter s Discount of $117,650.00) and plus accrued interest on the Bonds to the date of delivery thereof. The Contract of Purchase provides that the Underwriter will not be obligated to purchase any Bonds if all Bonds are not available for purchase, and requires the Authority to indemnify the Underwriter against losses, claims, damages and liabilities arising out of any incorrect or incomplete statements or information contained in this Official Statement pertaining to the Projects and other matters. The initial public offering price set forth on the cover page hereof may be changed by the Underwriter. CONTINUING DISCLOSURE OF INFORMATION The Authority has made the following agreement for the benefit of the holders and beneficial owners of the Bonds. The Authority is required to observe the agreement for so long as it remains obligated to advance funds to pay the Bonds. Under the agreement, the Authority will be obligated to provide certain updated financial information and operating data upon request to any person or, at the option of the Authority, at least annually to the Municipal Securities Rule Making Board (the MSRB ). Information will be available free of charge via the Electronic Municipal Market Access ( EMMA ) system at Annual Reports The Authority will provide certain updated financial information and operating data annually. The information to be updated includes all quantitative financial information and operating data of the general type included in this Official Statement in APPENDIX A and APPENDIX C. The Authority will update and provide this information within six months after the end of each fiscal year. The Authority will provide updated information to the Trustee who will provide it to the MSRB. The Authority may provide updated information in full text or may incorporate by reference other publicly available documents, as permitted by SEC Rule 15c2-12 (the Rule ). The updated information will include audited financial statements if the Authority commissions an audit and the audit is completed by the required time. If audited financial statements are not available by the required time, the Authority will provide such financial statements on an unaudited basis within the required time and audited financial statements when they become available. Any such financial statements will be prepared in accordance with the accounting principles described in APPENDIX A or such other accounting principles as the Authority may be required to employ from time to time pursuant to State law or regulation. 21

26 The Authority s current fiscal year-end is the last day of June. Accordingly, the Authority must provide updated information by the last day of October in each year, unless the Authority changes its fiscal year. If the Authority changes its fiscal year, it will notify the MSRB. Material Event Notices The Authority also will provide timely notices of certain events to the MSRB. Specifically, the Authority will provide notice of any of the following events with respect to the Bonds, if such event is material to a decision to purchase or sell Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves 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 holders of the Bonds; (8) Bond calls; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Bonds; and (11) rating changes. There is no provision for credit enhancement in conjunction with the Bonds. In addition, the Authority will provide timely notice of any failure by the Authority to provide annual financial information, data, or financial statements in accordance with its agreement described above under Annual Reports. The Authority will provide each notice described in this paragraph to the Trustee who will provide it to the MSRB. Limitations and Amendments The Authority has agreed to update information and to provide notices of material events only as described above. The Authority has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that has been provided except as described above. The Authority makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Bonds at any future date. The Authority disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders of Bonds may seek a writ of mandamus to compel the Authority to comply with its agreement. Nothing in this paragraph is intended or shall act to disclaim, waive, or limit the Authority's duties under federal or state securities laws. The continuing disclosure agreement may be amended by the Authority from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Authority, but only if (1) the agreement, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with Rule 15c2-12, taking into account any amendments or interpretations of Rule 15c2-12 since such offering as well as such changed circumstances and (2) either (a) the registered owners of a majority in aggregate principal amount (or any greater amount required by any other provision of the Trust Indenture) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Authority (such as nationally recognized bond counsel) determines that such amendment will not materially impair the 22

27 interests of the registered owners and beneficial owners of the Bonds. The Authority may also amend or repeal the provisions of the continuing disclosure agreement if the SEC amends or repeals the applicable provisions of Rule 15c2-12 or a court of final jurisdiction enters judgment that such provisions of Rule 15c2-12 are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the Authority amends its agreements, it has agreed to include with the next financial information and operating data provided in accordance with its agreement described above under Annual Reports an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of information and data provided. MISCELLANEOUS Information concerning the Authority, the Financial Statements and the Bonds contained in this Official Statement has been furnished by the Authority. The foregoing summaries or descriptions of provisions in the Trust Indenture and all references to other materials not purporting to be quoted in full, are only brief outlines of certain provisions thereof and do not constitute complete statements of such provisions and do not summarize all the pertinent provisions of such provisions. For further information, reference should be made to the complete documents, copies of which are on file at the corporate trust offices of the Trustee for examination and will be furnished by the Authority upon request. All projections and other statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as a contract or agreement between the Authority and the purchasers or holders of any of the Bonds. APPROVAL OF OFFICIAL STATEMENT The Authority has certified that the Official Statement was deemed final as of its date for the purposes of Rule 15c2-12 except for the information not required to be included therein under Rule 15c2-12(b). Concurrently with the delivery of the Bonds the Authority will furnish a certificate executed on behalf of the Authority by the undersigned to the effect that the Official Statement as of the date of the Official Statement and as of the date of the delivery of the Bonds, does not contain any untrue statement or matter of fact or omit to state any material fact necessary to make the statements therein, in light on the circumstances under which the made, were not misleading. WASHITA COUNTY PUBLIC FACILITIES AUTHORITY By: /s/ James Gee Chairman of Trustees Dated: December 17,

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29 APPENDIX A GENERAL INFORMATION ABOUT WASHITA COUNTY

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31 DEMOGRAPHICS Washita County POPULATION: 2000 Census 11,508 Projected , , , , ,600 PER CAPITA PERSONAL INCOME: 2000 $16, , , , , , , ,136 UNEMPLOYMENT RATES: % MAJOR COMMUNITIES: Cordell CORDELL Population: 2,867 (24.9% of Washita County population) Cordell is located approximately 16 miles south of I-40, and is also intersected by US 152 and US 183. The nearest commercial airport is 90 miles from Cordell at Oklahoma City, Oklahoma. This airport is a full service field with several airlines in operation.

32 EDUCATION: 3 primary and secondary schools 698 students - approximately 58 teachers - approximately MEDICAL: There are three hospitals in the area; Cordell Municipal Hospital, Clinton Indians Hospital and Integris Clinton Regional Hospital. FINANCIAL: The city has one bank with deposits totaling more than $32,000,000 and six branch banks. SALES TAX COLLECTIONS FOR WASHITA COUNTY Total 1 Average 1 % Years Collections Collections Monthly Increase 2009/10 $ 753,127 $ 613,884 $ 122, % 2008/09 2,959,166 2,630, , % 2007/08 2,453,550 2,180, , % 2006/07 2,185,935 1,943, , % 2005/06 1,605,545 1,427, , % 2004/05 999,235 1,068,082 89, % 2003/04 582, ,436 77, % 2002/03 428, ,257 57,188 n/a 2009/10 4 months collections at and 1 month s collections at /09 12 months collections at /08 12 months collections at /07 12 months collections at /06 12 months collections at /05 8 months collections at and 4 months collections at /04 12 months collections at /03 12 months collections at

33 USE TAX COLLECTIONS FOR WASHITA COUNTY Total 1 Average 1 % Years Collections Collections Monthly Increase 2009/10 $ 198,448 $ 161,878 $ 32, % 2008/09 821, ,828 60, % 2007/08 331, ,465 26, % 2006/07 247, ,930 18, % 2005/06 223, ,014 16, % 2004/05 123, ,059 10, % 2003/04 38,442 61,507 5, % 2002/03 18,591 29,745 3,718 n/a 2009/10 4 months collections at and 1 month s collections at /09 12 months collections at /08 11 months collections at /07 12 months collections at /06 12 months collections at /05 8 months collections at and 4 months collections at /04 12 months collections at /03 8 months collections at

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35 APPENDIX B OPINION OF BOND COUNSEL

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37 J. Brent Clark, P.C. P.O. Box 2525 Norman, Oklahoma Tel: Web Site: December 30, 2009 Washita County Public Facilities Authority New Cordell, Oklahoma Wells Fargo Bank, N.A. Oklahoma City, Oklahoma Re: $11,765,000 Washita County Public Authority Sales Tax Revenue Bonds (Washita County Capital Improvement Projects), Series 2009 (the Series 2009 Bonds ) Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by the Washita County Public Facilities Authority (herein referred to as "Authority") of the above-captioned Series 2009 Bonds. As such counsel, we have participated in the preparation or review of certain documents, including the Bond Indenture dated as of December 1, 2009, by and between the Authority and Wells Fargo Bank, N.A., Oklahoma City, Oklahoma, (herein referred to as "Trustee"), (the "Indenture"); the Facilities Use and Operation Agreement dated as of December 1, 2009, by and between the Authority and the Board of County Commissioners of Washita County, (the "County"); and the Sales Tax Agreement dated as of December 1, 2009, by and between the Authority and the County (herein the "Sales Tax Agreement"). The Bonds are issued in registered form and shall mature and bear interest as provided for therein. Interest on the Bonds will be payable on the first day of June and December of each year beginning June 1, 2010, and principal of the Bonds shall be payable on the 1st day of December of the years, and in the amounts, as set forth in the Indenture. Principal and interest on the Bonds shall be payable at the principal corporate trust office of the Trustee in Oklahoma City, Oklahoma. The Bonds are subject to prepayment prior to maturity as set forth therein. The Internal Revenue Code of 1986, as amended (the "Code"), establishes certain requirements that must be met subsequent to the issuance and delivery of the Bonds in order that the interest, as it accrues on the Bonds be and remain treated as interest which is not includable in gross income under Section 103 of the Code. These requirements include provisions which prescribe yield and other limits relative to the investment and expenditure of the proceeds of the Bonds and other amounts and require that certain earnings be rebated to the federal government. The Authority agrees to comply with certain provisions and procedures, pursuant to which such requirements can be satisfied. Noncompliance with such requirements may cause interest on the

38 December 30, 2009 Page 2 Bonds to become includable in gross income for federal income tax purposes retroactive to the date of issuance thereof, irrespective of the date on which such noncompliance is ascertained. We have also examined Bond No. 1 aforedescribed, as executed. We are of the opinion that (i) the Indenture creates the valid pledge which it purports to create of the Trust Estate (as such term is defined in the Indenture) held or set aside under the Indenture, subject to the application thereof to the purposes and on the conditions permitted by the Indenture and (ii) the Bonds are valid, binding, special limited obligations of the Authority as provided in the Indenture enforceable in accordance with their terms and such Bonds have been duly and validly authorized and issued in accordance with law and in accordance with the Indenture. Furthermore, with respect to the Bonds, we are of the opinion that, assuming compliance with certain requirements of the Code, interest on such Bonds will be excludable from gross income of the payees thereof in the computation of federal income taxes under present law and interpretations thereof and such interest will not be an item of tax preference for tax purposes of the federal alternative minimum tax applicable to all taxpayers. It is our further opinion, based upon present law, and depending upon the state of residence of the registered owners of the Bonds, that interest on the Bonds is exempt from income taxation by the State of Oklahoma. We express no opinion regarding other state tax consequences arising with respect to the Bonds. The foregoing opinions are qualified only to the extent that the rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally heretofore or hereafter enacted and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. The Authority and the County have designated the Series 2009 Bonds as qualified taxexempt obligations under the Internal Revenue Code and has made the representations and covenants, which we have not independently verified, necessary to qualify the Series 2009 Bonds as qualified tax-exempt obligations. Based on such representations and covenants, it is our opinion that the Series 2009 Bonds are qualified tax-exempt obligations under I.R.C. Section 265(b). As Bond Counsel, we express no opinion as to other tax consequences regarding the Bonds. The Bonds shall not be registered under the Securities Act of 1933, as amended. We express no opinion herein as to compliance with state or federal securities laws and regulations applicable to disposition of rights under the Indenture and the payments to any investor. We are furnishing this letter to you solely for the benefit of the addressee hereof in connection with the issuance and sale of the Bonds of even date herewith and we undertake no responsibility for updating such opinions in the event that any change in the law or facts upon which the opinions are

39 December 30, 2009 Page 3 based occurs after the date hereof. This letter shall not be used, circulated, quoted, distributed or otherwise referred to for any other purpose. The opinions contained herein are expressions of professional judgment regarding the legal matters addressed herein and not a guarantee of result. Very truly yours,

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41 APPENDIX C AUDITED FINANCIAL STATEMENTS OF WASHITA COUNTY, OKLAHOMA 2007

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