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Dormitory Authority of the State of New York

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Dormitory Authority of the State of New York NEW ISSUE (See “Ratings” herein) $327,315,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK SCHOOL DISTRICTS REVENUE BOND FINANCING PROGRAM REVENUE BONDS $261,490,000 $39,975,000 $8,125,000 $17,725,000 SERIES 2011A SERIES 2011B SERIES 2011C SERIES 2011D Dated: Date of Delivery Due: As shown on the inside cover Payment and Security: The School Districts Revenue Bond Financing Program Revenue Bonds, Series 2011A (the “Series 2011A Bonds”), the School Districts Revenue Bond Financing Program Revenue Bonds, Series 2011B (the “Series 2011B Bonds”), the School Districts Revenue Bond Financing Program Revenue Bonds, Series 2011C (the “Series 2011C Bonds”), and the School Districts Revenue Bond Financing Program Revenue Bonds, Series 2011D (the “Series 2011D Bonds” and, together with the Series 2011A Bonds, the Series 2011B Bonds and the Series 2011C Bonds, the “Series 2011 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 April 1, 2011, 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, as amended and supplemented (the “Master Resolution”), and established by the Authority’s Series Resolutions, adopted March 30, 2011, authorizing such Series (individually, the “Series 2011A Resolution,” the “Series 2011B Resolution,” the “Series 2011C Resolution” and the “Series 2011D Resolution,” and, together, the “Series 2011 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 2011 Bonds and no real property of any School District secures the Series 2011 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 2011 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 2011 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 applicable Series of the Series 2011 Bonds. See “PART 2 – SOURCES OF PAYMENT AND SECURITY FOR THE SERIES 2011 BONDS.” The Series 2011 Bonds will not be a debt of the State nor will the State be liable thereon. The Authority has no taxing power. Bond Insurance: The scheduled payment of principal of and interest on the Series 2011B Bonds and the Series 2011D Bonds (collectively, 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. (“AGC”). Description: The Series 2011 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, 2012) on the Series 2011 Bonds will be payable by check or draft mailed to the registered owners of the Series 2011 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 2011 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 2011 Bonds will be payable at the principal corporate trust office of The Bank of New York Mellon, New York, New York, 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 2011 Bonds, by wire transfer to the Holders of such Series of Series 2011 Bonds as more fully described herein. The Series 2011 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 2011 Bonds will be made in Book-Entry form without certificates. So long as DTC or its nominee is the registered owner of the Series 2011 Bonds, payments of the principal and interest on such Series of Series 2011 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 2011 BONDS – Book-Entry Only System” herein. Redemption: The Series 2011 Bonds are subject to redemption prior to maturity as more fully described herein. Tax Exemption: In the opinion of Hiscock & Barclay, LLP, Bond Counsel to the Authority, under existing statutes, regulations, rulings and court decisions and assuming compliance with the covenants described herein and the accuracy of certain representations by the Authority and the School Districts (and their successors), interest on the Series 2011 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”). Bond Counsel is also of the opinion that interest on the Series 2011 Bonds is not an “item of tax preference” for purposes of the individual and corporate alternative minimum taxes imposed under the Code; provided, however, that interest on the Series 2011 Bonds owned by corporations will be included in the calculation of adjusted current earnings, a portion of which is an adjustment to corporate alternative minimum taxable income for purposes of calculating the alternative minimum tax imposed on corporations. Bond Counsel is further of the opinion that interest on the Series 2011 Bonds is exempt under existing laws from personal income taxes imposed by the State of New York and its political subdivisions (including The City of New York). See “PART 10–TAX MATTERS” herein regarding certain other tax considerations. The Series 2011 Bonds are offered when, as and if issued and received by the Underwriters. The offer of the Series 2011 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 Hiscock & Barclay, LLP, Albany, New York, Bond Counsel to the Authority, and to certain other conditions. Certain legal matters will be passed upon for the Underwriters by their co-counsel, Winston & Strawn LLP, New York, New York, and Law Offices of Joseph C. Reid, P.A., New York, New York, and for each School District by its respective bond counsel as listed in Appendix B hereto. The Authority expects to deliver the Series 2011 Bonds in New York, New York, on or about June 8, 2011. Jefferies & Company RBC Capital Markets Roosevelt & Cross, Incorporated Barclays Capital Citi KeyBanc Capital Markets Morgan Keegan Morgan Stanley Oppenheimer & Co. Inc. Ramirez & Co., Inc. Raymond James & Associates, Inc. Rice Financial Products Company Siebert Brandford Shank & Co., LLC Stifel, Nicolaus & Company, Inc. Wells Fargo Securities May 12, 2011 $327,315,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK SCHOOL DISTRICTS REVENUE BOND FINANCING PROGRAM REVENUE BONDS $261,490,000 SERIES 2011A Due Interest Due Interest October
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