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(Master Lease Projects) Series 2008E $21410000

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(Master Lease Projects) Series 2008E $21410000 NEW ISSUES — FULL BOOK-ENTRY RATINGS: (See “RATINGS”) In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Series 2008E Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and interest on the Series 2008E/F Bonds is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the Series 2008E Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although Bond Counsel observes that such interest is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Interest on the Series 2008F Bonds is not excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. 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 2008E/F Bonds. See “TAX MATTERS.” $3,405,000 $21,410,000 FRESNO JOINT POWERS FINANCING AUTHORITY FRESNO JOINT POWERS FINANCING AUTHORITY LEASE REVENUE BONDS LEASE REVENUE BONDS (MASTER LEASE PROJECTS) (MASTER LEASE PROJECTS) SERIES 2008E SERIES 2008F (FEDERALLY TAXABLE) Dated: Date of Delivery Due: April 1, as shown on inside cover The Fresno Joint Powers Financing Authority (the “Authority”) is issuing $3,405,000 principal amount of Fresno Joint Powers Financing Authority Lease Revenue Bonds (Master Lease Projects), Series 2008E (the “Series 2008E Bonds”) and $21,410,000 principal amount of Fresno Joint Powers Financing Authority Lease Revenue Bonds (Master Lease Projects), Series 2008F (Federally Taxable) (the “Series 2008F Bonds” and together with the Series 2008E Bonds, the “Series 2008E/F Bonds”) to: (i) establish an irrevocable escrow to refund a portion of the outstanding principal amount of Fresno Joint Powers Financing Authority Lease Revenue Bonds (Convention Center Improvement Projects), Series 2006A; (ii) finance various capital projects; (iii) fund a deposit into the Reserve Account as additional security for the Series 2008E/F Bonds; and (iv) pay certain costs associated with the issuance of the Series 2008E/F Bonds. See “PLAN OF FINANCE” and “ESTIMATED SOURCES AND USES OF FUNDS.” The Series 2008E/F Bonds are being issued pursuant to a Master Trust Agreement dated as of April 1, 2008 (the “Master Trust Agreement”), as amended and supplemented by a First Supplemental Trust Agreement, dated as of May 1, 2008, and as further amended and supplemented by the Second Supplemental Trust Agreement, dated as of August 1, 2008 (the “Second Supplemental Trust Agreement”), each by and between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Master Trust Agreement as previously amended and supplemented and as further amended and supplemented by the Second Supplemental Trust Agreement is referred to as the “Trust Agreement.” The Series 2008E/F Bonds will each be issued as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to ultimate purchasers (“Beneficial Owners”) in denominations of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC, only through brokers and dealers who are, or act through, DTC participants. Beneficial Owners will not be entitled to receive delivery of the Series 2008E/F Bonds. Interest on the Series 2008E/F Bonds is payable on April 1 and October 1 of each year, commencing on October 1, 2008. Principal on the Series 2008E/F Bonds is payable on April 1 of each year as set forth on the inside cover. Payments of principal, interest and premium, if any, on the Series 2008E/F Bonds will be payable by the Trustee to DTC or its nominee, so long as DTC or its nominee remains the registered owner of the Series 2008E/F Bonds, 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 APPENDIX F–“DTC AND THE BOOK-ENTRY ONLY SYSTEM.” The Series 2008E/F Bonds are subject to redemption by the Authority prior to maturity as described herein. See “THE SERIES 2008E/F BONDS–Series 2008E Bonds Redemption Provisions,” “–Series 2008F Bonds Redemption Provisions” and “–Redemption Provisions Applicable to Both Series of Bonds.” The Series 2008E/F Bonds and the interest thereon are payable from, and secured by a pledge of, and charge and lien upon Revenues consisting primarily of Base Rental Payments to be paid by the City of Fresno (the “City”) to the Authority pursuant to a Master Facilities Sublease, dated as of April 1, 2008, as amended and supplemented by a First Amendment to Master Facilities Lease, dated as of May 1, 2008, and as further amended and supplemented by a Second Amendment to Master Facilities Sublease, dated as of August 1, 2008, each by and between the Authority and the City, for beneficial use and occupancy of certain real property improvements (collectively, the “Facilities”). See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS–Base Rental Payments” and “THE FACILITIES.” The Authority previously issued its Series 2008A/B Bonds and Series 2008C/D Bonds, each as defined herein, that are payable on a parity with the Series 2008E/F Bonds and intends to issue Additional Bonds secured on a parity basis with the Series 2008E/F Bonds. The Series 2008A/B Bonds, the Series 2008C/D Bonds and the Series 2008E/F Bonds and all Additional Bonds are referred to herein as the “Bonds.” The Series 2008E/F Bonds are limited obligations of the Authority and are not secured by a legal or equitable pledge of, or charge or lien upon, any property of the Authority or any of its income or receipts, except the Revenues. Neither the full faith and credit nor the taxing power of the City, the State of California or any political subdivision thereof is pledged for the payment of the principal of or premium, if any, or interest on the Series 2008E/F Bonds. The obligation of the City to make Base Rental Payments under the Master Sublease does not constitute a debt, liability or obligation of the City for which the City is obligated to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The Authority has no taxing power. This cover contains certain information for general reference only. It is not a summary of this issue. Investors are strongly advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision, including “CERTAIN BONDOWNERS’RISKS.” The scheduled payment of principal of and interest on the Series 2008E/F Bonds when due will be guaranteed under a financial guaranty insurance policy to be issued concurrently with the delivery of the Series 2008E/F Bonds by Assured Guaranty Corp. See “FINANCIAL GUARANTY INSURANCE.” The Series 2008E/F Bonds are offered when, as and if issued by the Authority and received by the Underwriter, subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, and to certain other conditions. Certain matters will be passed upon for the Authority and the City by the City Attorney of the City of Fresno and for the Authority, the City and the Underwriter by Lofton & Jennings, San Francisco, California, Disclosure Counsel. It is expected that the Series 2008E/F Bonds in book-entry form will be available for delivery through the facilities of DTC in New York, New York, on or about August 14, 2008. Dated: August 7, 2008 MATURITY SCHEDULE $3,405,000 CITY OF FRESNO LEASE REVENUE BONDS (MASTER LEASE PROJECTS) SERIES 2008E Maturity Principal Interest Price or CUSIP No.† (April 1) Amount Rate Yield (358184) 2023 $950,000 4.500% 4.680% LQ0 2024 2,455,000 4.600 4.740 LR8 $21,410,000 CITY OF FRESNO LEASE REVENUE BONDS (MASTER LEASE PROJECTS) SERIES 2008F (Federally Taxable) $4,680,000 Serial Bonds Maturity Principal Interest Price CUSIP No.† (April 1) Amount Rate (358184) 2010 $1,100,000 3.883% 100% LS6 2011 1,140,000 4.361 100 LT4 2012 1,190,000 4.911 100 LU1 2013 1,250,000 5.211 100 LV9 $5,775,000 6.300% Term Bonds Due April 1, 2017 – Yield: 6.444%– CUSIP No.†: 358184LW7 $10,955,000 6.700% Term Bonds Due April 1, 2023 – Yield: 6.794% – CUSIP No.†: 358184LX5 _______________ † Copyright 2008, American Bankers Association. CUSIP data herein is provided by Standard and Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service. CUSIP numbers are provided for convenience of reference only. Neither of the City nor the Underwriter takes any responsibility for the accuracy of such CUSIP numbers. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2008E/F Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity. No dealer, broker, salesperson or other person has been authorized by the Fresno Joint Powers Financing Authority (the “Authority”) or City of Fresno (the “City”) to give any information or to make any representations other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing.
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