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356405000 DORMITORY AUTHORITY of the STATE of NEW YORK RBC Capital Markets Roosevelt & Cross, Incorporated

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356405000 DORMITORY AUTHORITY of the STATE of NEW YORK RBC Capital Markets Roosevelt & Cross, Incorporated NEW ISSUE (See “Ratings” herein) $356,405,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK SCHOOL DISTRICTS REVENUE BOND FINANCING PROGRAM REVENUE BONDS $180,655,000 $157,580,000 $15,825,000 $2,345,000 SERIES 2009B SERIES 2009C SERIES 2009D SERIES 2009E Dated: Date of Delivery Due: As shown on the inside cover Payment and Security: The Series 2009B Bonds, the Series 2009C Bonds, the Series 2009D Bonds and the Series 2009E Bonds (collectively the “Series 2009 Bonds”) will be special obligations of the Dormitory Authority of the State of New York (the “Authority”), payable solely from and secured by a pledge of payments to be made by certain School Districts (collectively, the “School Districts”) in the State of New York (the “State”) pursuant to the Financing Agreements (collectively the “Agreements”), dated as of May 1, 2009, between the Authority and such School Districts, and all funds and accounts (except the Arbitrage Rebate Fund) authorized under the Authority’s Master School Districts Revenue Bond Financing Program Revenue Bond Resolution adopted May 29, 2002 (the “Master Resolution”) and established by the Authority’s Series Resolutions, adopted April 29, 2009, authorizing such Series (individually, the “Series 2009B Resolution,” the “Series 2009C Resolution,” the “Series 2009D Resolution,” and the “Series 2009E Resolution,” and, collectively, the “Series 2009 Resolutions”). None of the funds and accounts established under a Series Resolution to secure a Series of Bonds shall secure any other Series of Bonds. There is no debt service reserve fund securing the Series 2009 Bonds and no real property of any School District secures the Series 2009 Bonds. Each School District is required under its Agreement to deliver its general obligation bonds (the “School District Bonds”) to the Authority to evidence its obligation to repay the loan (the “Loan”) to be made by the Authority to the School District from proceeds of the Series of Series 2009 Bonds relating to such Agreement. The principal and redemption price of and interest on the School District Bonds (“Loan Repayments”) are scheduled to be sufficient to repay, when due, the principal and redemption price of and interest on the Loan. Each School District is also required under its Agreement to pay such amounts as are required to be paid under the Agreement, including the fees and expenses of the Authority and the Trustee. To secure its payment of all amounts due under its Agreement, each School District under its Agreement has assigned and pledged to the Authority a sufficient portion of public funds apportioned or otherwise made payable by the State to such School District (the “Pledged Revenues”). Each School District has directed and acknowledged that the Pledged Revenues are to be paid directly to the Trustee pursuant to an assignment by the Authority as provided in the Act (as defined herein) and the Memorandum of Understanding among the Authority, the Comptroller of the State and the Commissioner of Education of the State upon the occurrence of certain events of default under its Agreement. Each Series of the Series 2009 Bonds will be separately secured by the pledge and assignment to the Trustee of the payments to be made by each School District to the Authority under its Agreement and on the School District Bonds and the Authority’s interest in the Pledged Revenues pledged and assigned to the Authority under the Agreements. Each School District will pledge its full faith and credit to the payment of the principal of and interest on the School District Bonds it delivers to the Authority and has the power and is required under State statutes to levy and collect ad valorem taxes on all taxable property within the School District for such payment. No School District is obligated to make payments on behalf of any other School District nor are the Pledged Revenues of any School District pledged to secure the obligation of any other School District. A default by any School District could cause a default on the Series 2009 Bonds. See “PART 2 – SOURCES OF PAYMENT AND SECURITY FOR THE SERIES 2009 BONDS.” The Series 2009 Bonds will not be a debt of the State of New York nor will the State be liable thereon. The Authority has no taxing power. Bond Insurance: The scheduled payment of principal of and interest on certain maturities of the Series 2009 Bonds as described on the inside cover (the “Insured Bonds”) when due will be guaranteed under a financial guaranty insurance policy to be issued concurrently with the delivery of the Insured Bonds by Assured Guaranty Corp. (“Assured Guaranty”). Description: The Series 2009 Bonds will be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof. Interest (due each April 1 and October 1, commencing April 1, 2010) on the Series 2009 Bonds will be payable by check or draft mailed to the registered owners of the Series 2009 Bonds at their addresses as shown on the registration books held by the Trustee or, at the option of a registered owner of at least $1,000,000 in principal amount of the Series 2009 Bonds, by wire transfer to such owner, each as of the close of business on the fifteenth day of the month next preceding an interest payment date. The principal and Redemption Price of the Series 2009 Bonds will be payable at the principal corporate trust office of U.S. Bank National Association, the Trustee and Paying Agent or, with respect to Redemption Price, at the option of a Holder of at least $1,000,000 in principal amount of the Series 2009 Bonds, by wire transfer to the Holders of such Series 2009 Bonds as more fully described herein. The Series 2009 Bonds will be issued initially under a Book-Entry Only System, registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). Individual purchases of beneficial interests in the Series 2009 Bonds will be made in Book-Entry form without certificates. So long as DTC or its nominee is the registered owner of the Series 2009 Bonds, payments of the principal and interest on such Series 2009 Bonds will be made directly to DTC or its nominee. Disbursement of such payments to DTC participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of DTC participants. See “PART 3 – THE SERIES 2009 BONDS – Book-Entry Only System” herein. Redemption: The Series 2009 Bonds are subject to redemption prior to maturity as more fully described herein. Tax Exemption: In the opinion of Winston & Strawn LLP, Bond Counsel to the Authority, based on existing statutes, regulations, rulings and court decisions, interest on the Series 2009 Bonds is not includable in gross income for federal income tax purposes, assuming continuing compliance with certain covenants and the accuracy of certain representations. In the further opinion of Bond Counsel, interest on the Series 2009 Bonds is not an “item of tax preference” for purposes of the federal alternative minimum tax on individuals and corporations; and such interest will not be includable in adjusted current earnings used to calculate the federal alternative minimum tax on corporations. Bond Counsel is also of the opinion that interest on the Series 2009 Bonds is under existing statutes exempt from personal income taxes imposed by the State of New York and any political subdivision thereof (including The City of New York). Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2009 Bonds. See “PART 10–TAX MATTERS” herein. The Series 2009 Bonds are offered when, as and if issued and received by the Underwriters. The offer of the Series 2009 Bonds may be subject to prior sale or may be withdrawn or modified at any time without notice. The offer is subject to the approval of legality by Winston & Strawn LLP, New York, New York, Bond Counsel to the Authority, and to certain other conditions. Certain legal matters will be passed upon for the Underwriters by their counsel, Hiscock & Barclay, LLP, Albany, New York and for each School District by its bond counsel as listed in Appendix B hereto. The Authority expects to deliver the Series 2009 Bonds in New York, New York, on or about June 17, 2009. RBC Capital Markets Roosevelt & Cross, Incorporated Cabrera Capital Markets, LLC Jefferies & Company J.P. Morgan Loop Capital Markets, LLC M.R. Beal & Company Merrill Lynch Wachovia Bank, N.A. May 29, 2009 $356,405,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK SCHOOL DISTRICTS REVENUE BOND FINANCING PROGRAM REVENUE BONDS $180,655,000 SERIES 2009B Due Interest Due Interest October 1, Amount Rate Yield CUSIP(1) October 1, Amount Rate Yield CUSIP(1) 2010 $7,380,000 2.000% 1.220% 649905DH6 2021* $13,760,000 4.375% 4.590% 649905DU7 2011 9,845,000 2.500 1.920 649905DJ2 2022* 9,370,000 4.625 4.710 649905DV5 2012 10,095,000 2.500 2.430 649905DK9 2022* 5,000,000 5.250 4.450** 649905GH3 2013* 10,335,000 3.000 2.640 649905DL7 2023* 5,065,000 4.750 4.830 649905DW3 2014* 10,640,000 3.000 3.100 649905DM5 2023* 10,000,000 5.250 4.540** 649905GJ9 2015* 10,970,000 3.375 3.440 649905DN3 2024* 11,970,000 4.750 4.860 649905DX1 2016* 11,335,000 3.500 3.670 649905DP8 2025* 1,475,000 4.800 4.870 649905DY9 2017* 11,735,000 4.000 3.890 649905DQ6 2026* 895,000 4.800 4.880 649905DZ6 2018* 12,195,000 4.000 4.090 649905DR4 2027* 945,000 4.800 4.890 649905EA0 2019* 12,690,000 4.125 4.250 649905DS2 2028* 980,000 5.000 4.900** 649905EB8 2020* 13,200,000 4.250 4.470
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