$2,000,000 THE GLENPOOL UTILITY SERVICES AUTHORITY Capital Improvement Revenue Bonds, Series 2009

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1 PRELIMINARY OFFICIAL STATEMENT DATED MARCH 9, 2009 This Preliminary Official Statement and the information contained herein are subject to completion and amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances may this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sale of these securities in any jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. NEW ISSUE-BOOK ENTRY ONLY NON RATED In the opinion of Bond Counsel, the interest on the Series 2009 Bonds is not included in the gross income of the recipient thereof for federal income tax purpose under existing statutes and court decisions. In addition, interest on the Series 2009 Bonds will not be treated as a preference item in calculating the alternative minimum taxable income of individuals or corporations. 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. Interest on the Series 2009 Bonds is exempt from State of Oklahoma income taxation under present law. See Tax Exemption herein for a description of certain other provisions of the Code which may affect the tax treatment of interest on the Series 2009 Bonds for certain bondholders. $2,000,000 THE GLENPOOL UTILITY SERVICES AUTHORITY Capital Improvement Revenue Bonds, Series 2009 Dated: March 1, 2009 Due: August 1, as described herein These Series 2009 Bonds (the "Series 2009 Bonds") are being issued by The Glenpool Utility Services 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 2007, 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, the City of Glenpool, Oklahoma. The Series 2009 Bonds are not a debt of the City of Glenpool, Oklahoma, nor of the State of Oklahoma, nor personal obligations of the Trustees of the Authority but are general obligations of the Authority payable from any available revenues of the Authority, subject to the provisions of certain Outstanding Indebtedness of the Authority as described herein. The Authority has no taxing power. The Series 2009 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 Series 2009 Bonds in principal amounts of $5,000 and integral multiples thereof by book-entry only. Purchasers of the Series 2009 Bonds will not receive physical delivery of bond certificates. The Series 2009 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 February 1 and August 1 beginning August 1, Bank of Oklahoma, National Association, Tulsa, Oklahoma (the "Bank"), is the Trustee Bank and Registrar for the issue. The Series 2009 Bonds are issuable in denomination-$5,000 each or any multiple of $5,000 of the same maturity. The Series 2009 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 principal corporate trust office in Oklahoma City, Oklahoma. Prices, Maturities and Interest Rates as set forth on the inside cover The Series 2009 Bonds are offered when, as and if issued and received by the Underwriter, subject to prior sale, to withdrawal or modification of the offer without any notice, and subject to the approval of legality of the Series 2009 Bonds by Hilborne & Weidman, a Professional Corporation, Tulsa, Oklahoma, Bond Counsel. Certain legal matters will be passed upon for the Authority by its counsel, Phil Frazier, Esquire, Tulsa, Oklahoma. It is expected that the Series 2009 Bonds in definitive form will be available for delivery to the original purchaser in Oklahoma City, Oklahoma, on or about March 19, Wells Nelson & Associates, L.L.C. Underwriter

2 MATURITY SCHEDULE CAPITAL IMPROVEMENT REVENUE BONDS, SERIES 2009 Maturity Principal Interest Date Amount Rate Price (Plus accrued interest from March 1, 2009)

3 THE GLENPOOL UTILITY SERVICES AUTHORITY TRUSTEES Shayne Buchanan Keith Robinson Tim Fox Dennis Czeschin Kurt Scheckel Chairman Vice Chairman Trustee Trustee Trustee MAYOR AND COUNCIL OF THE CITY OF GLENPOOL Shayne Buchanan Keith Robinson Tim Fox Dennis Czeschin Kurt Scheckel Mayor Vice Mayor Councilmember Councilmember Councilmember OTHER MUNICIPAL OFFICIALS Ed Tinker Susan White Phil Frazier City Manager City Clerk General Counsel FINANCIAL ADVISOR The Baker Group Oklahoma City, Oklahoma BOND COUNSEL Hilborne & Weidman Tulsa, Oklahoma UNDERWRITER Wells Nelson & Associates, L.L.C. Oklahoma City, Oklahoma

4 This prospectus 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 Series 2009 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. The information contained in this instrument, including the cover page and exhibits hereto, has been obtained from public officials, official records, and from other sources which are deemed reliable. No representation or warranty is made, however, as to the accuracy or completeness of such information, and nothing contained in this prospectus is or shall be relied upon as a promise or representation by the financial advisor or the underwriter. The delivery of this prospectus does not at any time imply that information contained herein is correct as of any time subsequent to its date. Any statements in this prospectus involving matters of opinion, estimations, or projections, whether or not expressly so stated, are intended as such and not as representations of facts. This prospectus shall not be construed as a contract or agreement between The Glenpool Utility Services Authority and the purchasers or holders of any of the Series 2009 Bonds. For additional information or copies of this prospectus, contact Mr. Shayne Buchanan, Chairman, The Glenpool Utility Services Authority, (918) , 140 West 141st, Glenpool, Oklahoma or The Baker Group, 1601 Northwest Expressway, 20th Floor, Oklahoma City, Oklahoma 73118, (405)

5 PRELIMINARY OFFICIAL STATEMENT Table of Contents Page The Authority 1 Trustees 1 Purpose of Issue 1 Tax Exemption 2 Source and Application of Proceeds 2 Redemption Provisions 2 Security 3 Outstanding Indebtedness 3 Reserve Fund 4 Comparative Net Revenue 5 Bond Covenants 6 Certain Risks of Bondholders 8 Book-Entry Only System 9 The Trustee Bank 11 The Registrar 11 Investment of Funds 11 Defeasance 12 Defaults and Remedies 12 Original Issue Discount 18 Legal Matters 19 Continuing Disclosure 19 No Litigation 20 Underwriting 20 The Preliminary Official Statement and Compliance with SEC Rule 15c Miscellaneous 20 Approval of Preliminary Official Statement 21 Exhibits A Amortization Schedule 23 B Schedule of Outstanding Debt 24 C Deposits to Bond Fund 27 D Economic Indices 29 E Utility Rates 30 F Audit G Opinion of Bond Counsel H Summary of Continuing Disclosure Certificate

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7 THE AUTHORITY The Glenpool Utility Services Authority, a public trust, herein called the "Authority", is a statutory instrumentality of the City of Glenpool, Oklahoma (the "City" or "Beneficiary"), and an agency of the State of Oklahoma. The Authority was created under provisions of the Oklahoma Statutes by a Declaration of Trust dated June 12, 1967, to furnish services and facilities for the conservation and implementation of the public welfare and for the protection and promotion of public health and for other purposes proper for the City itself to furnish. The City of Glenpool is the sole beneficiary of the Authority and receives all net income not needed for Authority purposes. The City has leased to the Authority the entire water, sanitary sewer and garbage collection systems (the "Utility Systems" or "Trust Estate"). The Authority is empowered by the Declaration of Trust to acquire, construct, maintain and operate the aforesaid facilities for the City, and borrow money by mortgage, pledge, or other encumbrance of the Trust Estate or its revenues including the issuance of bonds or Bonds. 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 public 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 The Trustees of the Authority are the same persons who are currently the members of the City Council of the City of Glenpool and as such, they continue to hold office until their successors are elected to the governing board of the City of Glenpool, and qualify for office. The Mayor of the City is the Chairman of the Trustees of the Authority; the City Clerk is the Secretary of the Trustees. Present Trustees and employees of the Authority are: Shayne Buchanan Keith Robinson Tim Fox Dennis Czeschin Kurt Scheckel Ed Tinker Susan White Phil Frazier Chairman Trustee Trustee Trustee Trustee City Manager City Clerk General Counsel PURPOSE OF ISSUE $2,000,000 Capital Improvement Revenue Bonds, Series 2009 (the Series 2009 Bonds ) will be issued to provide funds for acquiring, constructing and equipping a city hall and conference center complex, as well as other capital improvement projects for the City of Glenpool, Oklahoma (the Facilities ), and to pay all costs of their issuance. 1

8 TAX EXEMPTION The Internal Revenue Code of 1986, as amended (the " Code"), establishes certain requirements which must be met subsequent to delivery of the Series 2009 Bonds in order that interest on the Series 2009 Bonds not be included in gross income of the owners thereof for Federal income tax purposes under Section 103 of the Code. The Arbitrage and Use of Proceeds Certificate of the Authority which will be delivered concurrently with the delivery of the Series 2009 Bonds will contain representations, covenants and procedures relating to compliance with such requirements of the Code. Pursuant to the Indenture and the Authority s Arbitrage and Use of Proceeds Certificate, the Authority agrees and covenants that it shall at all times perform all acts and things necessary or appropriate under provisions of applicable law in order to ensure that interest paid on the Series 2009 Bonds shall not be included in the gross income of the owners thereof for Federal income tax purposes under the Code. In the opinion of Hilborne & Weidman, a Professional Corporation, Bond Counsel, under existing statutes and court decisions, interest on the Series 2009 Bonds is excluded from the gross income of the owners thereof for federal income tax purposes and, under existing statutes, interest on the Series 2009 Bonds is not treated as a tax preference item for purposes of the federal alternative minimum tax that may be imposed on individuals and corporations. In rendering the foregoing opinion, Bond Counsel has assumed the accuracy of the Authority s representations contained in the Arbitrage and Use of Proceeds Certificate and continuing compliance by the Authority with its covenants set forth therein. For other federal tax information, see Certain Federal Tax Information herein. Interest on the Series 2009 Bonds is exempt from State of Oklahoma income taxation under present law. SOURCE AND APPLICATION OF PROCEEDS Revenue Bond Issue $ Construction Fund $ Accrued Interest Debt Service Fund Reserve Fund Original Issue Discount Underwriter s Discount Costs of Issuance (1) Total Sources $ Total Application $ (1) Costs of Issuance includes legal fees, financial advisory, printing, trustee and other costs involving the issuance of the Series 2009 Bonds. REDEMPTION PROVISIONS The Series 2009 Bonds are subject to redemption prior to maturity only as described in this section of the Preliminary Official Statement. A. Optional Redemption - All that portion of the principal of the Bonds expressed to mature on, is redeemable prior to maturity at the option of the Authority in whole or in part, by lot, upon thirty (30) days notice on any interest payment date beginning 2

9 , upon payment of the principal amount of the Bonds being called for redemption, and accrued interest thereon to the date fixed for redemption, together with a premium in accordance with the redemption premium schedule hereinafter set forth. The premium required to redeem Bonds prior to maturity shall be that percentage of the principal shown in the following schedule, the applicable percentage being determined by the relation of the date fixed for such redemption to the date shown on the schedule: 101.0% if redeemed to, inclusive; and 100.5% if redeemed to, inclusive. B. Notice and Effect of Optional Redemption - Notice of any call for optional redemption will be given by the Trustee Bank, identifying the Series 2009 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, directed to the address shown on the registration books. No further interest will accrue on the principal of any Series 2009 Bonds called for optional redemption from and after the date fixed for redemption if payment of the redemption price thereof has been duly provided for. SECURITY The Series 2009 Bonds are general obligations of the Authority and constitute unsecured indebtedness of the Authority. The Authority has made a covenant, pursuant to the Indenture securing the Series 2009 Bonds to maintain a schedule of rates for services provided by the Utility Systems to produce net revenues which together with sales tax proceeds pursuant to a three percent (3%) sales tax levy on an annual basis and transferred from the City to the Authority pursuant to certain Sales Tax Agreement (the Sales Tax Agreement ) entered into between the City and the Authority will not be less than one and one fourth (1.25) times average annual debt service on the Existing Indebtedness, the Series 2001A Bonds, the Series 2001 Note, the Series 2007A Bonds, the Series 2008 Bonds, the Series 2008A Bonds and the Series 2009 Bonds after payment of all operation and maintenance costs of the Utility Systems (the Net Revenues ). The Sales Tax Agreement is for a term ending on June 30, 2008 and is renewable on each July 1 thereafter and is subject to availability of funds and appropriation by the City. OUTSTANDING INDEBTEDNESS The Authority has previously issued its Series 1992 Promissory Note (the 1992 Note ) to the Oklahoma Water Resources Board in the original principal amount of $230,000. The 1992 Note and its Capital Improvement and Refunding Revenue Bonds, Series 2007 in the original principal amount of $6,355, and any additional obligations issued on a parity basis therewith (collectively the Existing Indebtedness ) are equally secured by a first lien upon and a security interest in the Utility Systems and have been issued under the provisions of an Original Indenture, dated May 1, 1986, as amended and supplemented by a Series 2007 Bond Indenture dated October 1, 2007, each entered into between the Authority and Bank of Oklahoma, National Association as trustee. Additionally, the Authority has issued its Series 2001A Bonds (the 2001A Bonds ), which are secured by a one percent 3

10 (1%) sales tax as well as a mortgage and security interest on a basis that is subject and subordinate to the Existing Indebtedness. The Authority has also previously issued its Series 2001 Promissory Note to the Oklahoma Water Resources Board (the Series 2001 Note ), in the original principal amount of $1,361, which is secured on a basis which is subject and subordinate to the Existing Indebtedness and its Revenue Bonds, Taxable Series 2007A in the original principal amount of $3,945, which are general obligations of the Authority and constitute unsecured indebtedness of the Authority. Additionally, the Authority has issued its Revenue Bonds, Taxable Series 2008A (the Series 2008A Bonds ) in the principal amount of $6,000,000 and its Capital Improvement Revenue Bonds, Series 2008 (the Series 2008 Bonds ) in the principal amount of $10,000,000. The Series 2008 Bonds and the Series 2008A Bonds are general obligations of the Authority and constitute unsecured indebtedness of the Authority. RESERVE FUND The Bond Indenture requires the establishment of a Bond Reserve Fund (the Reserve") in an amount equal to $ (the Reserve Requirement ) which shall be fully funded from the proceeds of the Series 2009 Bonds. The Reserve is to be used to supply any deficiency in the Bond Fund, as hereinafter described, for payment of principal of and interest on Series 2009 Bonds. Otherwise, it may not be used unless its use would retire all outstanding Series 2009 Bonds. With the payment of the final maturity of the Series 2009 Bonds, the Reserve will be available to the Authority for any lawful purpose. The Authority shall replenish, from any available funds, any withdrawals from the Reserve in equal monthly payments over a period of not to exceed one (1) year. 4

11 COMPARATIVE NET REVENUE REVENUES Water $ 1,604,673 $ 1,454,231 $ 1,354,227 Sewer 695, , ,098 Solid Waste 419, , ,011 Miscellaneous 201,430 53,748 15,837 Solid Waste Mgmt Fees 12,856 11,786 8,642 Water Taps 100,873 84,837 77,542 Sewer Taps 21,838 18,568 18,420 Delinquent Fees 0 15,384 22,702 Storm Water Management Fees 73,488 67,890 52,022 Connect Transfer Fees 6,660 7,215 8,000 Return on Fees 4,247 7,712 19,275 Water Wastewater Fees 16,174 2,695 8,177 TOTAL REVENUES $ 3,157,226 $ 2,786,727 $ 2,616,953 EXPENSES General Administration $ 106,645 $ 111,801 $ 87,726 Water Treatment 1,171,603 1,111,367 1,058,207 Sewer Treatment 279, , ,818 Solid Waste 423, , ,606 Storm Water 38,236 40,040 38,054 TOTAL EXPENSES $ 2,019,427 $ 1,860,608 $ 1,748,411 NET INCOME $ 1,137,799 $ 926,119 $ 868,542 NON OPERATING REVENUES & EXPENSES Interest Revenue $ 44,597 $ 59,870 $ 23,745 *Sales Tax (4 Cents) 1,848,175 1,704,093 1,624,106 TOTAL NON OPERATING REVENUES & EXPENSES $ 1,892,772 $ 1,763,963 $ 1,647,851 INCOME AVAILABLE FOR DEBT SERVICE $ 3,030,571 $ 2,690,082 $ 2,516,393 LESS UTILITY DEBT SERVICE 2001A Capital Improvement Bonds $ 360,000 $ 357,583 $ 353,323 OWRB 75,469 75,418 74, Utility Revenue Refunding Bonds 400, , , A Taxable Bonds 318, , , A Taxable Revenue Bonds 360, , , Capital Improvement Rev Bonds 400, , ,000 TOTAL UTILITY DEBT SERVICE $ 1,913,551 $ 1,911,083 $ 1,906,202 5

12 INCOME AVAILABLE FOR 2009 DEBT SERVICE $ 1,117,020 $ 778,990 $ 610,191 COVERAGE NEW 2009 DEBT SERVICE 80,000 80,000 80,000 *One cent of the four cent sales tax is subject to a first lien securing the 2001A Bonds. Note: The Comparative Revenue and Expenditures Statements are based upon the City of Glenpool's 2005, 2006 and 2007 certified audits prepared by Wilson, Dotson & Associates, P.L.L.C., Shawnee, Oklahoma. A copy of the 2007 audit for the City of Glenpool is included and should be read in full. Copies of previous audits are available upon request from The Baker Group, or the Authority. BOND COVENANTS Pursuant to the Indenture, the Authority has made certain covenants, which include the following: Payment of Principal and Interest. The Authority will promptly pay the principal of and interest on the Bonds issued under the provisions of the Indenture at the places, on the dates and in the manner provided therein and in said Bonds. Performance of Covenants. The Authority covenants that it will faithfully perform and observe at all times any and all covenants, undertakings, stipulations and provisions on its part under, and preserve and enforce all the terms and provisions of the Indenture and the Bonds. The Authority covenants that it is duly authorized under the laws of the State of Oklahoma to issue the Bonds and to pledge and assign the Trust Estate in the manner and to the extent therein set forth; that all action on its part for the issuance of the Bonds has been duly and effectively taken; and that the Bonds in the hands of the holders thereof are and will be valid and enforceable obligations of the Authority according to the import thereof. Books and Records; Annual Audit. The Authority shall keep or cause to be kept proper books of record and account and shall cause such books of record and account to be audited annually as of the close of each fiscal year by a firm of independent certified public accountants of favorable reputation selected by the Trustees of the Authority. Not more than one hundred eighty (180) days after the close of each fiscal year of the Authority, the Authority shall furnish to the Trustee and to any requesting Bondholder a report which includes financial statements prepared by the Authority and audited by the firm of independent certified public accountants, containing among other things: (a) opinion of firm of independent certified public accountants on Authority's financial statements and supplemental schedules; and 6

13 (b) a balance sheet of the Authority as of the end of the fiscal year. Payment of Charges. The Authority covenants that all reasonable charges made by the City and the Trustee for services rendered and all charges for the payment of principal of and interest on the Bonds will be paid by the Authority from the Trust Estate and will not be required to be paid by the holders of the Bonds. Compliance with Governmental and Contractual Requirements. The Authority covenants and agrees to faithfully and fully comply with and abide by every statute, order, rule or regulation now in force or hereafter enacted by any competent governmental agency or authority with respect to or affecting the Trust Estate. The Authority covenants and agrees to comply with the terms, covenants and provisions, express or implied, of all contracts entered into by the Authority for the use of or affecting the Trust Estate or the business of the Authority. Instruments of Further Assurance; Defects and Clouds on Security Interest in Trust Estate; Defense of Actions. Whenever reasonably requested so to do by the Trustee, the Authority covenants and agrees to promptly execute and deliver or cause to be executed and delivered all such other and further instruments, documents or assurances, and to promptly do or cause to be done all such other and further things, as may be necessary or reasonably required in order to further and more fully vest in the Trustee and the holders of the Bonds all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them by the Indenture. The Authority covenants and agrees from time to time to promptly take such action upon request of the Trustee as may be necessary or proper to remedy or cure any defect in or cloud upon the security interest granted herein in the Trust Estate or any part thereof whether now existing or hereafter developing, and to prosecute all such suits, actions and proceedings as may be appropriate for such purpose and to indemnify, defend and save the Trustee harmless from all loss, cost, damage and expense, including attorney's fees, which it may incur by reason of any such defect, cloud, suit, action or proceedings. The Authority covenants and agrees to defend against every suit, action or proceeding at any time brought against the Trustee or the Bondholders upon any claim involving the Trustee or such Bondholder's rights under the Indenture; PROVIDED, HOWEVER, that the Trustee or the Bondholders at its or their election may appear in and defend against any such suit, action or proceedings; and notwithstanding any contrary provision hereof, this covenant shall continue and remain in full force and effect, even though all indebtedness, liabilities, obligations and other sums secured hereby may have been fully paid and satisfied, and the Indenture may have been released of record and the lien thereof discharged. The Authority shall promptly provide to the Trustee written notice of any litigation affecting the Bonds or the Trust Estate. Recordation of Security Documents. The Authority shall cause all financing statements and all supplements thereto and other instruments as may be required from time to time to be kept, recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect the security of the holders and owners of the Bonds, and the rights of the Trustee thereunder and to perfect the lien of and the security interest created by the Indenture. 7

14 Rights of Inspection and Copying. The Trustee or any Owner of $100,000 in aggregate principal amount of Bonds at the time Outstanding shall have the right at all reasonable times to inspect and copy all records, accounts and data of the Authority relating thereto, and upon request the Authority shall furnish to the Trustee or such Owner such financial statements, reports and other information relating to the Authority as the Trustee or such Owner may from time to time reasonably request. Liens and Encumbrances. The Authority covenants and agrees to keep, or cause to be kept, the Trust Estate and all parts thereof free from judgments and all other liens, claims, demands, and encumbrances of whatsoever nature or character (except the lien of the Indenture and other liens and encumbrances permitted thereby) to the end that the priority of the pledge and assignment of the Authority's interest in the Trust Estate as provided for in the Indenture may at all times be maintained and preserved free from any lien or encumbrance which might prevent or hamper the Authority in conducting its business or the operation thereof. CERTAIN RISKS OF BONDHOLDERS BEFORE PURCHASING ANY OF THE SERIES 2009 BONDS, PROSPECTIVE INVESTORS AND THEIR PROFESSIONAL ADVISORS SHOULD CAREFULLY CONSIDER ALL POSSIBLE FACTORS WHICH MAY AFFECT BOTH THE OPERATIONS AND REVENUES OF THE AUTHORITY AND, CONSEQUENTLY, CREATE THE POSSIBILITY THAT THE INTEREST ON THE SERIES 2009 BONDS, MAY NOT BE PAID WHEN DUE OR THAT THE SERIES 2009 BONDS MAY NOT BE PAID AT MATURITY OR THAT THE SERIES 2009 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 SERIES 2009 BONDS, --MUST BE CONSIDERED PRIOR TO PURCHASING THE SERIES 2009 BONDS, MOREOVER, THE ORDER OF PRESENTATION OF THE RISKS SUMMARIZED BELOW DOES NOT NECESSARILY REFLECT THE SIGNIFICANCE OF THE RISKS. Non-appropriation. Notwithstanding anything to the contrary contained in the Indenture, if the City does not appropriate sufficient sales tax funds for the payment of principal of and interest on the Series 2009 Bonds, the City shall not be obligated to make such payments, but the Authority remains obligated to make such payments out of any available funds. The appropriation of the sales tax is subject to annual renewal, and therefore, may be terminated on an annual basis by the City without any penalty and there is no assurance that the City will continue such appropriation. Accordingly, the likelihood that the City will continue such appropriation through the term of the Series 2009 Bonds is dependent upon certain factors which are beyond the control of the Bondholders, including the ability of the City to generate sufficient funds from the levy of the sales tax to principal of and interest on the Series 2009 Bonds including, but not limited to, a decline in economic conditions within the City. Forward-looking Information. This Preliminary 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 forwardlooking statements. Although the Authority believes that the expectations reflected in such forward- 8

15 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. BOOK-ENTRY ONLY SYSTEM 1. The Depository Trust Company ( DTC ), New York, NY, will act as securities depository for the Series 2009 Bonds (the Series 2009 Bonds ). The Series 2009 Bonds will be issued as fullyregistered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Bond certificate will be issued for each maturity of the Series 2009 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. 2. DTC 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 securities that its participants ( Direct Participants ) deposit with DTC. DTC also facilitates the settlement among Direct Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). The Rules applicable to DTC and its Direct and Indirect Participants are on file with Securities and Exchange Commission. 3. Purchases of Series 2009 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2009 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 and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2009 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2009 Bonds, except in the event that use of the book-entry system for the Series 2009 Bonds is discontinued. 4. To facilitate subsequent transfers, all Series 2009 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 Series 2009 Bonds with DTC and 9

16 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 Series 2009 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2009 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. 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 Series 2009 Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Series 2009 Bonds, such as redemptions tenders defaults, and proposed amendments to the security documents. Beneficial Owners of Series 2009 Bonds may wish to ascertain that the nominee holding the Series 2009 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners, or 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. 6. Redemption notices shall be sent to Cede & Co. If less than all of the Series 2009 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. 7. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Series 2009 Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to 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 the Series 2009 Bonds are credited on the record data (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Series 2009 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 Authority or Agent on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, Agent, or Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividends to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Authority or Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. 9. A Beneficial Owner shall give notice to elect to have its Series 2009 Bonds purchased or tendered, through its Participant, to Tender/Remarketing Agent, and shall effect delivery of such Series 2009 Bonds by causing the Direct Participant to transfer the Participant's interest in the Series 2009 Bonds, on DTC's records, to Tender/Remarketing Agent. The requirement for physical delivery of Series 2009 Bonds in connection with an optional tender or a mandatory purchase will be deemed 10

17 satisfied when the ownership rights in the Series 2009 Bonds are transferred by Direct Participants on DTC's records and followed by a book-entry credit of tendered Series 2009 Bonds to Tender/Remarketing Agent's DTC account. 10. DTC may discontinue providing its services as securities depository with respect to the Series 2009 Bonds at any time by giving reasonable notice to Authority or Agent. Under such circumstances, in the event that a successor securities depository is not obtained, certificates are required to be printed and delivered. 11. 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 are required to be printed and delivered. 12. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that Authority believes to be reliable, but Authority takes no responsibility for the accuracy thereof. THE TRUSTEE BANK Bank of Oklahoma, National Association, Tulsa, Oklahoma, will act as Trustee for the holders of the Series 2009 Bonds, and is to hold the Bond Indenture securing the Series 2009 Bonds, and perform such other duties as have or may be agreed upon and as are outlined briefly in the paragraphs that follow and fully in the Bond Indenture. THE REGISTRAR Bank of Oklahoma, National Association, Tulsa, Oklahoma, will act as Registrar for this issue and will register ownership and transfer of the Series 2009 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. INVESTMENT OF FUNDS Monies contained in the Construction Fund, the Bond Fund and Bond Reserve Fund shall be invested and reinvested at the verbal request of an Authority Representative confirmed in writing by the Trustee. In all cases if such direction is not timely made, then the Trustee shall invest at its sole discretion. All such investments shall be in Authorized Investments that shall mature not later than the respective dates, as estimated by the Trustee upon recommendation by the Authority, when the monies in such Funds or Accounts shall be required for the purposed intended. Investment income derived from the Construction Fund shall remain in the Construction Fund until completion of the Project as certified to the Trustee by the Authority Representative. Investment income derived from the Revenue Fund, the Bond Fund and the Bond Reserve Fund shall be deposited in the Bond Fund. 11

18 DEFEASANCE Payment. If the Authority shall pay or cause to be paid or there shall otherwise be paid, to the Owners of all Bonds the principal and interest due or to become due thereon, at the times and in the manner stipulated therein and in the Indenture, then the assignment and pledge of the Trust Estate under the Indenture and all covenants, agreements and other obligations of the Authority to the Bondholders shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an accounting for such period or periods as shall be requested by the Authority and shall execute and deliver to the Authority all monies or securities held by it pursuant to the Indenture which are not required for the payment of principal or of interest on Bonds not theretofore surrendered for such payment. If the Authority shall pay or cause to be paid, or there shall otherwise be paid to the Owners of all Outstanding Bonds the principal thereof, interest and other amounts due or to become due thereon, at the times and in the manner stipulated therein and in the Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under the Indenture and all covenants, agreements and obligations of the Authority to the Bondholders shall thereupon cease, terminate and become void and be discharged and satisfied. Provision for Payment. Bonds or interest installments shall be deemed to have been paid within the meaning and within the effect expressed in the Indenture to the extent that Government Obligations, are pledged for the payment of the Bonds or interest installments at maturity and such Government Obligations are set aside and held in trust by the Trustee until such payment. All Outstanding Bonds and all interest on such Bonds shall, prior to the maturity thereof, be deemed to have been paid within the meaning and with the effect expressed in the Indenture if (a) there shall be Government Obligations the principal of and interest on which when due will provide monies, which shall be sufficient to pay when due the principal of and interest due at the maturity thereof; and (b) in the event such Bonds are not by their terms subject to payment within the next succeeding sixty (60) days the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable, notice of payment that the deposit required by (a) above has been made with the Trustee and that such Bonds and interest thereon are deemed to have been paid in accordance with this Section and stating such maturity upon which monies are to be available for the payment of the principal of such Bonds. DEFAULTS AND REMEDIES Events of Default. Each of the following events is hereby declared an "Event of Default": (A) The interest on any Bond is not paid punctually when due; or (B) The principal of any Bonds is not paid punctually when due, whether at the stated maturity thereof, or upon the maturity thereof by declaration; or (C) The Indenture is terminated or for any reason is declared invalid or unenforceable by or against the Authority (unless all covenants and obligations of the Indenture are assumed by the City); or (D) An order, judgment or decree shall be entered by any court of competent jurisdiction (i) appointing a receiver, trustee or liquidator for the Authority or the City, (ii) approving a petition filed against the Authority or the City under the Federal or any State bankruptcy laws, (iii) granting relief to the Authority or the City under said Federal or State bankruptcy laws or 12

19 relief substantially similar to that afforded under said laws, or (iv) assuming the custody or control of the Authority or the City or its properties under the provisions of any other law for the relief or aid of debtors, and such order, judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of the entry thereof, or the Authority or the City shall file a petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of the whole or any substantial part of its properties or shall file a petition or answer seeking relief under the Federal or any State bankruptcy laws; or (E) Default by the Authority in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in the Indenture on the part of the Authority to be performed, and such default shall continue for thirty (30) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Authority and the City by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the holders of not less than twenty-five percent (25%) in principal amount of the Bonds then outstanding; or (F) If the Authority fails to keep the Trust Estate free and clear of all adverse claims and demands, and all liens and encumbrances whatsoever, except as otherwise permitted in the Indenture; or (G) If the Authority fails to make the monthly deposits into the Bond Fund required under the Indenture when due, and such failure shall continue after five (5) calendar days written notice from the Trustee to the Authority and the City. The word "default" as used above means failure of performance when due, exclusive of any period of grace required to correct any such failure. Remedies. Upon the occurrence of an Event of Default, the Authority, the Trustee and the Bondholders shall have all the rights and remedies at law or equity as may be allowed by law or the Indenture including, but not limited to, suit for specific performance of any or all of the covenants of the Authority contained in the Indenture or the Bonds; acceleration of the payment of principal of and interest accrued on all Bonds; and suits at law or in equity to enforce or enjoin the action or inaction of parties under the provisions of the Indenture; PROVIDED, HOWEVER, notwithstanding the foregoing, the Insurer, acting alone, shall have the right to direct all remedies upon the occurrence of an Event of Default. Acceleration. Upon the Trustee's having actual knowledge of the occurrence of any Event of Default hereunder, the Trustee may, and upon the written request of the holders of a majority in aggregate principal amount of Bonds then Outstanding, the Trustee shall, by notice in writing sent to the Authority and to the City, declare the principal of all Bonds then Outstanding (if not then due and payable) and the interest accrued thereon to be due and payable immediately, and, upon the date of said declaration, such principal and interest shall become and be immediately due and payable. Pursuant to such declaration, interest on the Bonds shall accrue to the date of such declaration. Promptly following any such declaration of acceleration, the Trustee shall mail notice of such declaration by first class mail to the Owner of each Bond at its last address appearing on the registration 13

20 books of the Authority. Any defect in or failure to give such notice of such declaration shall not affect the validity of such declaration. Insufficiency; Application of Monies. Anything in the Indenture to the contrary notwithstanding, if at any time the monies held by the Trustee and available for such purpose shall not be sufficient to pay the interest on or the principal of the Bonds as the same shall become due and payable (either by their terms or by acceleration of maturities), such monies, together with any monies then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for herein or otherwise, shall be applied as follows: (a) Unless the principal of all Bonds shall have become or shall have been declared due and payable, all such monies shall be applied: FIRST: To the payment to the persons entitled thereto of all installments of interest then due and payable in the order in which such installments became due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment thereof, ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference; SECOND: To the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due and payable in the order of their due dates, with interest on the principal amount of such Bonds due and payable, and, if the amount available shall not be sufficient to pay in full the principal of the Bonds and their interest thereon, then to the payment thereof ratably, according to the amount of the interest due on such date, and next to the payment of the principal, ratably, according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference; and THIRD: To the payment of the interest on and the principal of the Bonds, to the purchase and retirement of Bonds, all in accordance with the provisions of the Indenture. (b) If the principal of all the Bonds shall have become or shall have been declared due and payable, all such monies shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preferences. (c) If the principal of all the Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled, then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all the Bonds shall later become or be declared due and payable, the monies then remaining and thereafter accruing and held by the Trustee shall be applied in accordance with the provisions of paragraph (a) of this Section. Whenever money is to be applied by the Trustee pursuant to the provisions of this Section, such money shall be applied by the Trustee at such times and from time to time as the Trustee in its sole 14