OKLAHOMA COUNTY FINANCE AUTHORITY Educational Facilities Lease Revenue Bonds (Crooked Oak Public Schools Project) $7,660,000 $390,000

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1 NEW ISSUE - Book Entry Only RATING: S&P A- In the opinion of Bond Counsel, interest on the Series 2013A Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that with respect to certain corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on such corporations. Interest on the Series 2013B Bonds is subject to federal income taxation. Interest on the Bonds is also exempt from State of Oklahoma income taxation under present law. See TAX MATTERS herein. OKLAHOMA COUNTY FINANCE AUTHORITY Educational Facilities Lease Revenue Bonds (Crooked Oak Public Schools Project) $7,660,000 $390,000 Series 2013A Series 2013B (Federally Taxable) Dated: Date of Delivery Due: September 1, as shown on inside front cover The Oklahoma County Finance Authority (the Authority or the Issuer ), a public trust and an agency of the State of Oklahoma, will issue the above-described Educational Facilities Lease Revenue Bonds Series 2013A and Series 2013B (Federally Taxable) (together, the Bonds ), pursuant to a Bond Indenture dated as of August 1, 2013 (the Indenture ), between the Authority and BancFirst, Oklahoma City, Oklahoma (the Trustee ). The Depository Trust Company ( DTC ), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered bonds registered in book-entry form in the name of Cede & Co. (DTC s partnership nominee). One fully-registered certificate will be issued for each maturity of the Bonds in the aggregate principal amount of such maturity and will be deposited with DTC. The principal of the Bonds is payable at the principal corporate trust office of the Trustee in Oklahoma City, Oklahoma, which is also the Registrar and Paying Agent. Interest on the Bonds is payable on March 1 and September 1 of each year, beginning March 1, 2014, by the Trustee. The Authority is issuing the Bonds for the purpose of providing funds to Independent School District No. 53, Oklahoma County, Oklahoma ( Crooked Oak Public Schools or the District ) to pay the costs of acquiring, constructing, equipping, repairing and remodeling school buildings, acquiring school furniture, fixtures and equipment and acquiring and improving school sites; funding capitalized interest; and paying costs of issuance, as outlined under the headings SOURCES AND USES OF FUNDS, THE PROJECT and THE PLAN OF FINANCE herein. The Bonds are subject to optional redemption prior to maturity, and are subject to mandatory, special and extraordinary redemption as set forth under the heading THE BONDS Redemption herein. THE BONDS SHALL NOT CONSTITUTE OBLIGATIONS, LEGAL OR MORAL, OR DEBTS, GENERAL OR SPECIAL, OF THE STATE OF OKLAHOMA OR ANY POLITICAL SUBDIVISION THEREOF, OF THE DISTRICT, OR PERSONAL OBLIGATIONS OF THE TRUSTEES OF THE ISSUER OR GENERAL OBLIGATIONS OF THE ISSUER, BUT SHALL BE A LIMITED AND SPECIAL OBLIGATION OF THE ISSUER SECURED SOLELY AND ONLY BY THE TRUST ESTATE (AS DESCRIBED HEREIN). NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF OKLAHOMA OR OF ANY POLITICAL SUBDIVISION THEREOF, OR OF THE DISTRICT SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE ISSUER HAS NO TAXING POWER. MATURITY SCHEDULE: SEE INSIDE FRONT COVER The Bonds are offered when, as and if issued and received by the original purchaser thereof, subject to prior sale, to withdrawal or modifications of the offer without any notice, and to the approval of legality of the Bonds by Floyd Law Firm, P.C., Norman, Oklahoma, as Bond Counsel. Certain other legal matters will be passed upon by J. Kelly Work, Attorney At Law, Oklahoma City, Oklahoma, Counsel to the Authority; by Kutak Rock LLP, Omaha, Nebraska, Counsel to the Underwriter; and by School Legal Services, P.C., Oklahoma City, Oklahoma, Counsel to the District. It is expected that the Bonds will be available for delivery to DTC in New York, New York, on or about August 28, This cover page contains information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. Investment in the Bonds is subject to certain investment risk considerations. See RISKS OF BONDHOLDERS herein. D.A. DAVIDSON & CO. Official Statement Dated August 15, 2013

2 MATURITY SCHEDULE Series 2013A Maturity Principal Interest September 1 Amount Rate Yield CUSIP $ 815, % 3.220% 67868UES ,250, UET , UEU ,600, UEW ,500, UEX7 $1,845, % Term Bond Due September 1, 4.05% CUSIP UEV1 Series 2013 (Federally Taxable) Maturity Principal Interest September 1 Amount Rate Yield CUSIP $390, % 4.250% 67868UEY5 1 CUSIP numbers have been assigned to this issue by the CUSIP Service Bureau and are included solely for the convenience of the purchasers of the Bonds. Neither the Authority nor the Underwriter shall be responsible for the selection or correctness of the CUSIP numbers shown herein. ii

3 REGARDING THE USE OF THE OFFICIAL STATEMENT The Bonds are offered only by means of this Official Statement. This Official Statement does not constitute an offering of any security other than the Bonds specifically offered hereby. It does not constitute an offer to sell or a solicitation of an offer to buy the Bonds in any state or jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale, and no dealer, broker, salesman or other person has been authorized to give any information or to make any representation other than those contained in this Official Statement in connection with the offering of the Bonds and, if given or made, such other information or representations must not be relied upon. The Bonds will not be registered under the United States Securities Act of 1933, as amended, pursuant to an exemption under Section 3(a) thereof, and the Issuer does not intend to list the Bonds on any stock or other securities exchange. The U.S. Securities and Exchange Commission has not passed upon the accuracy or adequacy of this Official Statement or passed on or endorsed the merits of this offering of the Bonds. With respect to the various states in which the Bonds may be offered, no Attorney General, state official, state agency or bureau, or other state or local governmental entity has passed upon the accuracy or adequacy of this Official Statement or passed on or endorsed the merits of this offering of the Bonds. All references made herein to the Bonds are qualified in their entirety by reference to the Indenture. All references made herein to the Indenture and other documents referred to herein are qualified in their entirety by reference to such complete documents, originals of which are on file in the offices of the Issuer, and the corporate trust offices of the Trustee. The information contained in this Official Statement, including the cover page and Appendices hereto, has been obtained from the Issuer, the District and other sources which are deemed to be reliable but should not be considered as a guaranty or representation by the Underwriter. This Official Statement contains, in part, estimates, assumptions and matters of opinion which are not intended as statements of fact, and no representation is made by the Underwriter as to the correctness of such estimates, assumptions or matters of opinion, or as to the likelihood that they will be realized. 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 Issuer, the District, or other matters described herein subsequent to the date hereof. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. For purposes of compliance with Rule 15c2-12(b)(1) of the U.S. Securities and Exchange Commission, this Official Statement has been deemed final by the Issuer and the District as of the date hereof. In connection with this offering, the Underwriter may over allot or effect transactions which stabilize or maintain the market price of the Bonds offered hereby at a level above that which might otherwise prevail in the open market. Stabilization, if commenced, may be discontinued at any time. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY ISSUER. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND MAY CONSTITUTE A CRIMINAL OFFENSE. This Official Statement contains forward-looking statements which may involve known and unknown risks, uncertainties and other facts which may cause the actual results, performance and achievements to be different from the future results, performance or 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. CIRCULAR 230 THE INFORMATION CONTAINED IN THIS OFFICIAL STATEMENT IS NOT INTENDED TO BE USED, AND CANNOT BE USED, BY A PURCHASER OF THE BONDS FOR THE PURPOSE OF AVOIDING FEDERAL TAX PENALTIES. EACH PURCHASER OF THE BONDS IS URGED TO CONTACT AN INDEPENDENT TAX ADVISOR CONCERNING AN INVESTMENT IN THE BONDS. iii

4 TABLE OF CONTENTS INTRODUCTION General... 1 Purpose for the Bonds... 1 The Bonds... 1 Security for the Bonds... 2 Investment of Funds... 2 Tax Status of the Bonds... 2 THE BONDS Authorization... 3 Description... 3 Redemption... 3 Book-Entry-Only System... 6 SECURITY... 8 THE INDENTURE, GROUND LEASE AGREEMENT, AND SUBLEASE AGREEMENT... 9 THE PROJECT... 9 THE PLAN OF FINANCE... 9 SOURCES AND USES OF FUNDS DEBT SERVICE REQUIREMENTS PROJECTED REVENUES, DEBT SERVICE & CASH BALANCE RISKS OF BONDHOLDERS Non-Recourse Debt Non-Renewal and Non-Appropriation Risk Non-Issuance of Authorized But Unissued General Obligation Bonds Remedies-Enforceability Risk Limited Use Facilities Forward-Looking Statements THE AUTHORITY General Governing Body Existing Indebtedness THE DISTRICT General Description Population Trends Governing Body Management of the District Composition of Staff and Faculty Historical Enrollment DISTRICT FINANCIAL INFORMATION Reporting Entity Fund Accounting and Description of Funds Basis of Accounting and Presentation Budgets and Budgetary Accounting Assets, Liabilities and Fund Equity Historical General Fund Financial Performance Combined Statement of Revenues, Expenditures and Changes in Fund Balance Compliance with Constitutional Debt Limits Direct Indebtedness Net Direct, Overlapping and Underlying General Obligation Indebtedness Authorized but Unissued Bonds Projected Bonding Capacity Net Assessed Valuation Composition of Net Valuation Net Assessed Valuation Trends Largest Property Taxpayers Within the District Sinking Fund Tax Collections Trend of Tax Rates of Major Taxing Units Projection of General Obligation Bond Issuance and Related Tax Levies TAX MATTERS In General Tax Opinions Federal Tax Considerations Series 2013A Federal Tax Considerations Series 2013B State Tax Considerations Compliance With Tax Law Requirements Required Rebate to the United States Changes in Federal and State Tax Law OTHER INFORMATION Compliance With Prior Undertakings Financial Statements Legal Opinions Litigation Underwriting Ratings Continuing Disclosure Miscellaneous APPENDICES: APPENDIX A: SUMMARIES OF THE INDENTURE, GROUND LEASE AGREEMENT AND SUBLEASE AGREEMENT APPENDIX B: FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX C: FORM OF LEGAL OPINION APPENDIX D: AUDITED FINANCIAL STATEMENTS OF THE DISTRICT FOR THE FISCAL YEAR ENDING JUNE 30, 2012 iv

5 OKLAHOMA COUNTY FINANCE AUTHORITY 105 N. Hudson, Suite 304 Oklahoma City, Oklahoma TRUSTEES OF THE AUTHORITY Dick Beshear Darrell Smith Tonjua Whetstone Chairman and Trustee Trustee Trustee AUTHORITY COUNSEL J. Kelly Work, Attorney at Law Oklahoma City, Oklahoma BOND COUNSEL Floyd Law Firm, P.C. Norman, Oklahoma UNDERWRITER S COUNSEL Kutak Rock LLP Omaha, Nebraska TRUSTEE BancFirst Oklahoma City, Oklahoma DISTRICT Independent School District No. 53 Oklahoma County, Oklahoma (Crooked Oak Public Schools) FINANCIAL ADVISOR TO THE DISTRICT S.H. McDonald & Associates Norman, Oklahoma COUNSEL TO THE DISTRICT School Legal Services, P.C. Oklahoma City, Oklahoma v

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7 OFFICIAL STATEMENT OKLAHOMA COUNTY FINANCE AUTHORITY Educational Facilities Lease Revenue Bonds (Crooked Oak Public Schools Project) $7,660,000 $390,000 Series 2013A Series 2013B (Federally Taxable) INTRODUCTION General This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by more complete and detailed information contained in the entire Official Statement, including the cover page and Appendices hereto, and the documents attached to or described herein. A full review should be made of the entire Official Statement and the documents attached to or described herein. The offering of Bonds to potential investors is made only by means of the entire Official Statement. This Official Statement, including the cover page hereof and the Appendices hereto, is provided to furnish information in connection with the offering and sale by the Oklahoma County Finance Authority, an Oklahoma Public Trust (the Authority or the Issuer ), of its above-referenced Educational Facilities Lease Revenue Bonds (Crooked Oak Public Schools Project) in the following series: Series 2013A in the aggregate principal amount of $7,660,000 and Series 2013B (Federally Taxable) in the aggregate principal amount of $390,000 (together, the Bonds ), dated their Date of Delivery. The Bonds are being issued pursuant to a Bond Indenture dated as of August 1, 2013 (the Indenture ), between the Authority and BancFirst (the Trustee ), having its principal corporate trust office in Oklahoma City, Oklahoma. Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Indenture and the Ground Lease Agreement and the Sublease Agreement, both dated as of August 1, 2013 (collectively, the Lease Agreements ), and both between Independent School District No. 53, Oklahoma County, Oklahoma ( Crooked Oak Public Schools or the District ) and the Authority, summaries of which are set forth in Appendix A. Purpose for the Bonds The Bonds are being issued to provide funds for the purpose of paying the costs of acquiring, constructing, equipping, repairing and remodeling school buildings, acquiring school furniture, fixtures and equipment and acquiring and improving school sites (as more fully described herein, see the PROJECT ); funding capitalized interest; and paying the expenses relating to the issuance of the Bonds. See SOURCES AND USES OF FUNDS, THE PROJECT and THE PLAN OF FINANCE outlined herein. The Bonds Principal of the Bonds shall be payable on September 1 in the years and in the principal amounts set forth on the inside front cover page hereof at the principal corporate trust office of the Trustee. Interest shall be payable by the Trustee on March 1 and September 1 of each year, beginning March 1, 2014, until maturity or earlier redemption as discussed herein. 1

8 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 ). So long as DTC or its nominee is the registered owner of the Bonds, the Trustee will make all payments of principal and interest to DTC. Purchasers will acquire beneficial interests in the Bonds in principal amounts of $5,000 or 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. Security for the Bonds The property upon which the Project is to be located, together with the improvements thereon (hereinafter referred to as the Premises ), will be leased by the District to the Authority pursuant to the Ground Lease Agreement. The Premises, as improved, will be subleased by the Authority to the District pursuant to the Sublease Agreement. The Bonds are secured by an assignment by the Authority to the Trustee of the Trust Estate, which is defined in the Indenture as (a) all right, title and interest of the Authority in and to (1) the Ground Lease Agreement and the Sublease Agreement, (2) the Revenues and (3) the Funds and accounts established under the Indenture (except for the Rebate Fund) and (b) all other property of every name and nature from time to time hereafter by delivery or by writing mortgaged, pledged, delivered or hypothecated as and for additional security under the Indenture by the Authority or by anyone on its behalf or with its written consent in favor of the Trustee. The Sublease Agreement has an initial term that expires on June 30, 2014, provided that the District has the option to renew the Sublease Agreement for successive one-year terms until such time as the Ground Lease Agreement is terminated upon retirement of the Bonds. Further, the District s obligation to make Rental Payments under the Sublease Agreement is subject to the annual appropriation by the District s Board of Education of lawfully available revenues from the District s General Fund or Building Fund sufficient to make the Rental Payments. See DISTRICT FINANCIAL INFORMATION Historical Financial Performance and RISKS OF BONDHOLDERS Non-Renewal and Non-Appropriation Risk. Further, the District s ability to make Lease Purchase Acquisition Payments from the proceeds of its General Obligation Bonds deposited into the Bond Fund is contingent on the issuance of said bonds. The District s Bond Fund is not subject to annual appropriation, but the use of such funds for Lease Purchase Acquisition Payments under the Sublease Agreement is subject to annual renewal of the Sublease Agreement by the District. See RISKS OF BONDHOLDERS Non-Issuance of Authorized But Unissued General Obligation Bonds. Investment of Funds Monies held in the Improvement Fund and the Debt Service Fund shall, pursuant to the written direction of the Authority, be separately invested and reinvested by the Trustee in Eligible Investments which mature or are subject to redemption by the holder prior to the date when such monies will be needed. Tax Status of the Bonds In the opinion of Bond Counsel, interest on the Series 2013A Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that with respect to corporations (as defined for federal income tax 2

9 purposes), such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on such corporations. Interest on the 2013B Bonds will be included in gross income for federal income tax purposes. Interest on the Bonds is exempt from State of Oklahoma income taxation under present law. See TAX MATTERS herein. Authorization THE BONDS The Bonds are being issued pursuant to the Indenture, pursuant to and in full compliance with the Constitution and laws of the State of Oklahoma (the State ) and pursuant to proceedings duly had by the Authority. Description The Bonds are being issued in the aggregate principal amount of $8,050,000 in denominations of $5,000 and integral multiples thereof ( Authorized Denominations ), are dated their Date of Delivery, bear interest at the rates per annum set forth on the inside front cover page hereof, payable semiannually on March 1 and September 1 of each year beginning on March 1, 2014, and mature on September 1 in the years and in the principal amounts set forth on the inside front cover page hereof. On each interest payment date, the interest on each Bond will be paid by check or draft mailed by the Trustee, or at the option of the registered owner of an aggregate principal amount of bonds at least equal to $100,000 by wire transfer, in the case of Book Entry Bonds, at the close of business on the Business Day next preceding such interest payment date (the Record Date ), irrespective of any transfer or exchange of such Bond subsequent to such Record Date and prior to such interest payment date. The Bonds will be registered initially in the name of Cede & Co., as nominee of the DTC, to which all payments of principal and interest will be made from the Trustee. So long as DTC or its nominee is the registered owner of the Bonds, purchasers will acquire beneficial interests in the Bonds in principal amounts of $5,000 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. Redemption Redemption Dates and Prices. The Bonds may not be called for redemption by the Authority except as provided below. Optional Redemption. The Bonds maturing on or after September 1, 2024 are subject to redemption prior to maturity at the option of the Authority in whole, or in part in such order of maturity as the Authority determines and by lot within a maturity on any date, on or after September 1, 2023, at 100% of the principal amount redeemed plus accrued interest through the date of redemption. Mandatory Redemption. The Series 2013A Bonds maturing September 1, 2023 are subject to mandatory sinking fund redemption and payment prior to maturity on September 1, 2022, at a redemption price equal to the principal amount thereof plus accrued interest thereon to the redemption date, as follows: 3

10 Mandatory Redemption Dates Principal September 1, 2022 $650,000 September 1, 2023 (Scheduled Maturity) 1,195,000 Special Redemption. The Bonds are subject to redemption at the option of the Authority, in whole or in part, at any time, if such redemption is made from (a) the proceeds of the sale of all or part of the Project; or (b) payments received from the Authority pursuant to an Event of Default as defined in the Indenture. In the event that such redemption is made, such redemption shall be made at the principal amount redeemed and the interest accrued thereon to the redemption date. The Bonds are 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, (i) as a result of any change in the Constitutions 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 a court of competent jurisdiction after the contest thereof by the District or the Authority in good faith, wherein the Indenture becomes void, unenforceable, or impossible to perform in accordance with the intent and purpose of the parties as expressed therein, or (ii) the interest on the Series 2013A Bonds shall become includable in the gross income of the holders thereof for federal income tax purposes. Mandatory Redemption from Unexpended Bond Proceeds. To the extent that monies are transferred from the Improvement Fund to the Debt Service Fund for purposes of redeeming the Bonds, the Bonds are subject to mandatory redemption in part in Authorized Denominations on the next scheduled Interest Payment Date at a redemption price equal to 100% of the aggregate principal amount of the Bonds to be redeemed plus accrued interest to the redemption date. Extraordinary Redemption from Insurance and Condemnation Proceeds. The Bonds are subject to redemption at any time in whole or in part (and if in part in Authorized Denominations; provided that no Bond may be redeemed in part if the principal amount to be Outstanding following such partial redemption is not an Authorized Denomination) from any net insurance or condemnation proceeds deposited with the Trustee for the purpose of redemption pursuant to the Sublease Agreement. Such redemption shall occur on any Business Day selected by the Trustee for which adequate notice may be given, at a redemption price equal to 100% of the aggregate principal amount of the Bonds to be redeemed plus accrued interest to the redemption date. Selection of Bonds for Redemption. If less than all of the Bonds are called for redemption, they shall be redeemed from maturities in such order as determined by the Authority, and by lot within any maturity (provided, however, that if an Event of Default has occurred and is continuing, any Bonds called for redemption shall be redeemed in proportion by maturity and within maturities by lot), subject to selection by the Trustee as provided below. The portion of any Bond to be redeemed shall be an Authorized Denomination or any multiple thereof and in selecting Bonds for redemption, each Bond shall be considered as representing that number of Bonds which is obtained by dividing the principal amount of such Bond by the minimum Authorized Denomination. If a portion of a Bond shall be called for redemption, a new Bond in principal amount equal to the unredeemed portion thereof shall be issued to the Bondholder upon the surrender thereof. If for any reason the principal amount of Bonds called for redemption would result in a redemption of Bonds less than the 4

11 Authorized Denomination, the Trustee, to the extent possible within the principal amount of Bonds to be redeemed, is hereby authorized to adjust the selection of Bonds for such purpose in order to minimize any such redemption. Notwithstanding the foregoing, the Securities Depository for Book Entry Bonds shall select the Bonds for redemption within particular maturities according to its stated procedures. Notice of Redemption. (a) When Bonds (or portions thereof) are to be redeemed pursuant to the Indenture, the Authority shall give or cause to be given notice of the redemption of the Bonds to the Trustee no later than 45 days prior to the redemption date or such shorter time as may be acceptable to the Trustee. In addition, the Authority may give or cause to be given notice of Conditional Redemption, in accordance with the provisions of the Indenture, stating in the notice that redemption is conditional upon deposit of funds on or before the date fixed for redemption or that the Authority retains the right to rescind the Conditional Redemption on or before the date fixed for redemption. The Trustee, at the expense of the Authority, shall send notice of any redemption, identifying the Bonds to be redeemed, the redemption date and the method and place of payment and the information required by subsection (b) of this Section, by first class mail to each holder of a Bond called for redemption to the holder s address listed on the Bond Register. Such notice shall be sent by the Trustee by first class mail no later than thirty (30) days prior to the scheduled redemption date. With respect to Book Entry Bonds, if the Trustee sends notice of redemption to the Securities Depository pursuant to the Letter of Representations, the Trustee shall not be required to give the notice set forth in the immediately preceding sentence. If notice is given as stated in this subsection (a), failure of any Bondholder to receive such notice, or any defect in the notice, shall not affect the redemption or the validity of the proceedings for the redemption of the Bonds. (b) In addition to the foregoing, the redemption notice shall contain with respect to each Bond being redeemed, (1) the CUSIP number, (2) the date of issue, (3) the interest rate, (4) the maturity date, and (5) any other descriptive information determined by the Trustee to be needed to identify the Bonds. The Trustee shall also send each notice of redemption at least thirty (30) days before the redemption date to (A) any Rating Service then rating the Bonds to be redeemed; and (B) one or more national information services that disseminate notices of redemption of bonds such as the Bonds. (c) On or before the date fixed for redemption, subject to the provisions of subsections (a) and (b) of this Section, moneys shall be deposited with the Trustee to pay the principal of, redemption premium, if any, and interest accrued to the redemption date on the Bonds called for redemption. Upon the deposit of such moneys, the Bonds shall cease to bear interest on the redemption date and shall no longer be entitled to the benefits of this Indenture (other than for payment and transfer and exchange) and shall no longer be considered Outstanding. Purchase at Any Time. The Trustee, upon the written request of the Authority shall purchase Bonds as specified by the Authority in the open market at a price not exceeding a price set by the Authority. Such purchase of Bonds shall be made with funds provided by the Authority or the District and not with any portion of the Trust Estate or any Defeasance Obligations. Upon purchase by the Trustee, such Bonds shall be treated as delivered for cancellation. Nothing in this Indenture shall prevent the Authority or the District from purchasing Bonds on the open market without the involvement of the Trustee and delivering such Bonds to the Trustee for cancellation. 5

12 Book-Entry-Only System The Depository Trust Company ( DTC ), New York, New York, 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 certificate will be issued for each maturity in the aggregate principal amount of such issue, 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 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, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, 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 rating: AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of Bonds under the DTC book-entry 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 Bond ( Beneficial Owner ) is in turn to be recorded on the Direct Participants 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 Participant 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 Participants and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests 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 6

13 accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct Participants 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 Security documents. 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 Authority 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 Authority or Trustee, on payable date in accordance with their respective holdings shown on DTC s records. Payments by Direct 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 Direct Participant and not of DTC [nor its nominee], the Trustee, or the Authority, 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 Authority or the Trustee, 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 Participants and Indirect Participants. A Beneficial Owner shall give notice to elect to have its Bonds purchased or tendered, through its Direct Participant, to the Trustee, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Direct Participant s interest in the Bonds, on DTC s records, to the Trustee. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC s records and followed by a book-entry credit of tendered Bonds to the Trustee s DTC account. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Authority or Trustee. Under such circumstances, in 7

14 the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Authority 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. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof. SECURITY The property upon which the Project is to be located, together with the improvements thereon (hereinafter referred to as the Premises ), will be leased by the District to the Authority pursuant to the Ground Lease Agreement. The Premises, as improved, will be subleased by the Authority to the District pursuant to the Sublease Agreement. The Bonds are secured by an assignment by the Authority to the Trustee of the Trust Estate, which is defined in the Indenture as (a) all right, title and interest of the Authority in and to (1) the Ground Lease Agreement and the Sublease Agreement, (2) the Revenues and (3) the Funds and accounts established under the Indenture (except for the Rebate Fund) and (b) all other property of every name and nature from time to time hereafter by delivery or by writing mortgaged, pledged, delivered or hypothecated as and for additional security under the Indenture by the Authority or by anyone on its behalf or with its written consent in favor of the Trustee. The Sublease Agreement has an initial term that expires on June 30, 2014, provided that the District has the option to renew the Sublease Agreement for successive one-year terms until such time as the Ground Lease Agreement is terminated upon retirement of the Bonds. Further, the District s obligation to make Rental Payments under the Sublease Agreement is subject to the annual appropriation by the District s Board of Education of lawfully available revenues from the District s General Fund or Building Fund sufficient to make the Rental Payments. See DISTRICT FINANCIAL INFORMATION Historical Financial Performance and RISKS OF BONDHOLDERS Non-Renewal and Non-Appropriation Risk. Further, the District s ability to make Lease Purchase Acquisition Payments from the proceeds of General Obligation Bonds deposited into the Bond Fund is contingent on the issuance of said bonds. The District s Bond Fund is not subject to annual appropriation, but the use of such funds for Lease Purchase Acquisition Payments under the Sublease Agreement is subject to annual renewal of the Sublease Agreement by the District. See RISKS OF BONDHOLDERS Non- Issuance of Authorized But Unissued General Obligation Bonds. THE BONDS SHALL NOT CONSTITUTE OBLIGATIONS, LEGAL OR MORAL, OR DEBTS, GENERAL OR SPECIAL, OF THE STATE OF OKLAHOMA OR ANY POLITICAL SUBDIVISION THEREOF, OF THE DISTRICT, OR PERSONAL OBLIGATIONS OF THE TRUSTEES OF THE ISSUER OR GENERAL OBLIGATIONS OF THE ISSUER, BUT SHALL BE A LIMITED AND SPECIAL OBLIGATION OF THE ISSUER SECURED SOLELY AND ONLY BY THE TRUST ESTATE. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF OKLAHOMA OR OF ANY POLITICAL SUBDIVISION THEREOF, OR OF THE DISTRICT SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE ISSUER HAS NO TAXING POWER. 8

15 THE INDENTURE, GROUND LEASE AGREEMENT, AND SUBLEASE AGREEMENT Summaries of the provisions of the Indenture, the Ground Lease Agreement, and the Sublease Agreement are set forth in Appendix A. All descriptions and summaries of the provisions of the Indenture, the Ground Lease Agreement, and the Sublease Agreement are subject to and qualified in their entireties by reference to the full and complete copies of each document which are on file with the Trustee. THE PROJECT At a special election held in the District on May 14, 2013, 75.61% of the voters casting a ballot at such election authorized and approved the issuance by the District of its General Obligation Bonds in an amount not to exceed $12,015,000. This authorization will fund certain annual recurring capital expenditures and the Project outlined below. The Project consists of constructing, equipping, repairing and remodeling school buildings, acquiring school furniture, fixtures and equipment and acquiring and improving school sites. Specifically: The construction of a new 33,400 square foot high school Renovation to the existing space for relocation of classrooms Demolition to approximately 24,000 square feet of the existing building New roofing over the cafeteria On site drainage improvements The Authority will issue its Bonds in the amount of $8,050,000 for the Project Costs (which also includes funding capitalized interest through July 1, 2017 and the payment of the costs of issuance). This amount, together with the separate issuance by the District of the first series of its General Obligation Bonds, will fund the construction of the Project. If Project Costs exceed the proceeds of the Bonds and such General Obligation Bonds, those costs will be paid out of other legally available monies of the District. THE PLAN OF FINANCE The District will enter into the Ground Lease Agreement with the Authority under which the District will lease the land upon which the Improvements are to be constructed for so long as there are obligations outstanding which are secured by the Ground Lease Agreement. The Authority will issue the Bonds and apply the proceeds thereof to acquire, construct, furnish and equip the Project, and acquire certain equipment and personal property for the District. The Premises, including the Project, will then be leased by the Authority to the District pursuant to the Sublease Agreement for a period of one year, provided that the District has the option to renew for successive one-year periods, or until such time as the Sublease Agreement is terminated in accordance with its terms. The Lease Purchase Acquisition Payments and the Rental Payments derived from the Sublease Agreement by the Authority will be assigned to the Trustee and applied to make debt service payments on the Bonds. Such payments are subject to annual renewal and annual appropriation, respectively, by the District. Pursuant to the provisions of the Sublease Agreement, upon payment of each Lease Purchase Acquisition Payment, the District will acquire certain of the Improvements. Upon payment in full of the amounts due under the Sublease Agreement, the Sublease Agreement and the Ground Lease Agreement will expire. Possession and ownership of the Project will then belong to the District. Oklahoma law also requires that any lease of real or personal property by a school district be subject to an annual affirmative approval by the District s Board of Education. Pursuant to the budgeting laws governing school districts, the Board is required to encumber funds representing the financial obligation of the District for such funds upon its entering into any 9

16 contract requiring the payment of such obligation in the current fiscal year. The District will be so encumbering monies as may be required to be paid out of its General Fund or Building Fund. See RISKS OF BONDHOLDERS Non-Renewal and Non-Appropriation Risk. Further, the District s ability to make Lease Purchase Payments from the proceeds of its General Obligation Bonds deposited into the Bond Fund is contingent on the issuance of said bonds. The District s Bond Fund is not subject to annual appropriation. See RISKS OF BONDHOLDERS Non-Issuance of Authorized But Unissued General Obligation Bonds. SOURCES AND USES OF FUNDS The amounts set forth below are estimated by the Authority to be required to fund the Plan of Finance, including costs of issuance: SOURCES OF FUNDS: Par Amount of Bonds Series 2013A $7,660, Series 2013B 390, Net Original Issue Premium 135, USES OF FUNDS: TOTAL SOURCES $8,185, Deposit to Improvement Fund $6,520, Deposit to Debt Service Fund (Capitalized Interest thru 9/1/16-Series 2013A) 969, Deposit to Debt Service Fund (Capitalized Interest thru 7/1/17-Series 2013B) 366, Underwriter s Discount 80, Cost of Issuance 1 248, TOTAL USES $8,185, Includes fees for Bond Counsel, Authority Counsel, District Counsel, Financial Advisor, Underwriter s Counsel, Rating Agency, Trustee Bank, printing expense, and other miscellaneous approved expenses. DEBT SERVICE REQUIREMENTS DATE PRINCIPAL INTEREST TOTAL P & I 9/01/2014 $341,749 $341,749 9/01/ , ,925 9/01/ , ,925 9/01/ , ,925 9/01/ , ,925 9/01/ , ,925 9/01/2020 $1,205, ,925 1,543,925 9/01/2021 1,250, ,725 1,540,725 9/01/2022 1,300, ,100 1,550,100 9/01/2023 1,195, ,600 1,386,600 9/01/2024 1,600, ,875 1,725,875 9/01/2025 1,500,000 61,875 1,561,875 Total $8,050,000 $3,295,474 $11,345,474 10

17 PROJECTED REVENUES, DEBT SERVICE & CASH BALANCE Lease Capitalized Total Less: Debt Less: Annual Date Revenue 1 Interest 2 Revenues Service Fees Balance 9/01/2014 $205,950 $353,299 $559,249 $341,749 $11,550 $205,950 9/01/ , , , ,925 11, ,150 9/01/ , , , ,925 11, ,500 9/01/ , , , ,925 11, ,013 9/01/ , , ,925 11, ,288 9/01/ , , ,925 11, ,713 9/01/2020 1,532, ,532,250 1,543,925 11, ,488 9/01/2021 1,532, ,532,250 1,540,725 10, ,668 9/01/2022 1,532, ,532,250 1,550,100 9, ,723 9/01/2023 1,532, ,532,250 1,386,600 7, ,578 9/01/2024 1,532, ,532,250 1,725,875 6,600 38,353 9/01/2025 1,532, ,532,250 1,561,875 1,500 7,228 Total $10,132,200 $1,336,687 $11,468,887 $11,345,474 $116,185 1 Includes regular Lease Rental Payments and Lease Purchase Acquisition Payments. 2 Represents Bond Proceeds deposited to the Debt Service Fund. *Preliminary, subject to change. RISKS OF BONDHOLDERS PAYMENTS DUE WITH RESPECT TO THE BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM CERTAIN LEASE RENTAL AND LEASE PURCHASE ACQUISITION PAYMENTS PAYABLE BY THE DISTRICT UNDER THE TERMS OF THE SUBLEASE AGREEMENT AND FROM OTHER FUNDS AND ACCOUNTS ESTABLISHED UNDER THE INDENTURE RELATING TO THE BONDS. THE FOLLOWING IS A DISCUSSION OF CERTAIN RISK FACTORS THAT SHOULD BE WEIGHED CAREFULLY BY A POTENTIAL PURCHASER OF BONDS IN EVALUATING AN INVESTMENT IN THE BONDS. THIS DISCUSSION DOES NOT PURPORT TO BE EITHER COMPREHENSIVE OR DEFINITIVE. THERE MAY BE OTHER RISKS ASSOCIATED WITH AN INVESTMENT IN THE BONDS IN ADDITION TO THOSE SET FORTH HEREIN. Non-Recourse Debt The purchase of the Bonds offered hereby is without recourse to the Authority or the Trustee, and the purchaser of each Bond hereunder must assume the entire risk that the District will meet its obligations under the Sublease Agreement. In this connection, such purchaser should understand that, the District has the obligation to (1) make the associated rental payments specified therein only from monies appropriated or otherwise made available by its Board of Education; (2) to insure that the facilities are not misused, abused, wasted, or allowed to deteriorate; and (3) to perform certain other actions. The costs of these items will be paid from the monies appropriated annually by the District. There is no assurance that the District will, in the future, have sufficient revenues to make payments sufficient to meet its obligations under the Sublease Agreement. The District is under no obligation to issue any bond, note or other obligation for the purpose of providing funds to meet its obligations under the Sublease Agreement. 11