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CATHOLIC HEALTH SYSTEM OBLIGATED GROUP REVENUE BONDS, SERIES 2008 Dated: Date of Delivery Price: 100% Due: July 1 As Shown on the Inside Cover

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CATHOLIC HEALTH SYSTEM OBLIGATED GROUP REVENUE BONDS, SERIES 2008 Dated: Date of Delivery Price: 100% Due: July 1 As Shown on the Inside Cover NEW ISSUE $24,700,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK CATHOLIC HEALTH SYSTEM OBLIGATED GROUP REVENUE BONDS, SERIES 2008 Dated: Date of Delivery Price: 100% Due: July 1 as shown on the inside cover Payment and Security: The Catholic Health System Obligated Group Revenue Bonds, Series 2008 (the “Series 2008 Bonds”) are to be issued as described herein and are special obligations of the Dormitory Authority of the State of New York (the “Authority”) payable from amounts derived from draws under the Letter of Credit (as hereinafter defi ned). The Series 2008 Bonds are secured by the funds and accounts for the Series 2008 Bonds (except the Arbitrage Rebate Fund, the Purchase and Remarketing Fund and the Credit Facility Repayment Fund) authorized by the Authority’s Catholic Health System Obligated Group Revenue Bond Resolution, adopted by the Authority on October 25, 2006 (the “General Resolution” or the “Resolution”), and established under the Series Resolution authorizing the issuance of the Series 2008 Bonds, adopted by the Authority on October 29, 2008 pursuant to the Resolution (the “Series 2008 Resolution”) and by a pledge of certain payments to be made under the Loan Agreement (the “Loan Agreement”), dated as of October 29, 2008, between Mercy Hospital of Buffalo (the “Institution”) and the Authority. The Series 2008 Bonds are secured by the Series 2008 Obligation issued by the Obligated Group which Series 2008 Obligation is a joint and several obligation of the Members of the Obligated Group (as such terms are defi ned herein). From the date of original issuance of the Series 2008 Bonds through November 18, 2013, unless extended or earlier terminated or replaced, principal of and interest on the Series 2008 Bonds, and the Purchase Price of Series 2008 Bonds tendered for payment and not remarketed as described herein, will be payable from funds drawn under an irrevocable direct-pay letter of credit (the “Letter of Credit”) issued by HSBC Bank, USA, National Association (the “Bank”), in favor of The Bank of New York Mellon, as trustee (the “Trustee”) for the benefi t of the Holders of the Series 2008 Bonds. The Trustee is required to draw under the Letter of Credit in order to provide for the timely payment of the principal of and interest on the Series 2008 Bonds and the Purchase Price of Series 2008 Bonds tendered for purchase for which remarketing proceeds are not available. The Members of the Obligated Group and the Bank will enter into a Letter of Credit Reimbursement Agreement, dated as of November 1, 2008 (the “Reimbursement Agreement”), providing for reimbursement to the Bank of amounts drawn under the Letter of Credit. See “PART 2 - SOURCE OF PAYMENT AND SECURITY FOR THE SERIES 2008 BONDS - The Letter of Credit.” The Institution’s obligation under the Loan Agreement is a general obligation of the Institution. Payment of the Series 2008 Bonds will be secured by payments to be made pursuant to an obligation (the “Series 2008 Obligation” as more fully described herein) issued pursuant to the Master Trust Indenture, dated as of November 29, 2006 (the “Master Trust Indenture”) and a Supplemental Indenture dated the date of issuance that constitutes the joint and several general obligation of all the Members of the Obligated Group. The Members of the Obligated Group are the Institution, Catholic Health System, Inc. (“CHS”), Sisters of Charity Hospital of Buffalo, New York, Kenmore Mercy Hospital and St. Joseph Hospital of Cheektowaga, New York. No affi liate of the Institution, other than the Members of the Obligated Group, will be obligated for amounts due under the Series 2008 Obligation. See “PART 2 - SOURCE OF PAYMENT AND SECURITY FOR THE SERIES 2008 BONDS.” The obligations of the Members under the Series 2008 Obligation are secured by a pledge of Gross Receipts (as defi ned herein) of each Member and by Mortgages (as defi ned herein) granted in favor of the Master Trustee on certain properties of the Members of the Obligated Group consisting of the core health care facilities of each Member of the Obligated Group that operates health care facilities. The Series 2008 Bonds will not be a debt of the State of New York (the “State”) nor will the State be liable thereon. The Authority has no taxing power. Description: The Series 2008 Bonds will initially bear interest from their date of delivery at the Weekly Rate. Interest on the Series 2008 Bonds is payable on December 1, 2008 and thereafter on the fi rst Business Day of each month for as long as the Series 2008 Bonds bear interest in the Weekly Rate Mode. This Offi cial Statement describes the terms of the Series 2008 Bonds only in the Weekly Rate Mode. The Series 2008 Bonds may be converted from time to time in accordance with the provisions of the Series 2008 Resolution to a different Interest Rate Mode, as set forth herein. At the time of a conversion from the Weekly Rate Mode to a different Rate Mode, the Series 2008 Bonds are subject to mandatory tender for purchase at the Purchase Price, as set forth herein. The Series 2008 Bonds are also subject to mandatory tender for purchase under other circumstances and to tender for purchase at the option of the Holders when bearing interest at the Weekly Rate, as set forth herein. The Series 2008 Bonds tendered for purchase are to be remarketed by DEPFA First Albany Securities LLC (the “Remarketing Agent”). As long as the Series 2008 Bonds bear interest at the Weekly Rate, the Series 2008 Bonds shall be issued in denominations of $100,000 or any integral multiple of $5,000 in excess thereof. The Series 2008 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 benefi cial interests in the Series 2008 Bonds will be made in book-entry form (without certifi cates). So long as DTC or its nominee is the registered owner of the Series 2008 Bonds, payments of the principal, Purchase Price and Redemption Price of and interest on such Series 2008 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 benefi cial owners is the responsibility of DTC participants. See “PART 3 - THE SERIES 2008 BONDS -Book-Entry Only System” herein. Mandatory Tender and Redemption: The Series 2008 Bonds are subject to mandatory tender and to redemption prior to maturity as more fully described herein. Tax Exemption: In the opinion of Harris Beach PLLC, Bond Counsel to the Authority, under existing statutes, regulations, administrative rulings and court decisions, and assuming compliance with the tax covenants described herein, interest on the Series 2008 Bonds is excluded from gross income for federal income tax purposes pursuant to section 103 of the Internal Revenue Code of 1986, as amended, and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. However, such interest is included in “adjusted current earnings” for purposes of calculating the federal alternative minimum tax liability of certain corporations. See “PART 13-TAX MATTERS” herein regarding certain other related federal tax considerations. Bond Counsel is also of the opinion that, under existing statutes, including the Act (as defi ned herein), interest on the Series 2008 Bonds is exempt from personal income taxes imposed by the State of New York and any political subdivision thereof. Bond Counsel expresses no opinion regarding any other consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Series 2008 Bonds. The Series 2008 Bonds are offered when, as, and if issued and received by the Underwriter. The offer of the Series 2008 Bonds may be subject to prior sale, or withdrawn or modifi ed at any time without notice. The offer is subject to the approval of legality by Harris Beach PLLC, and to certain other conditions. Certain legal matters will be passed upon for the Institution and the Obligated Group by their counsel, Phillips Lytle LLP. Certain legal matters will be passed upon for the Underwriter by its counsel, Hawkins Delafi eld & Wood LLP, and for the Bank by its counsel, Hiscock & Barclay LLP. The Authority expects to deliver the Series 2008 Bonds in defi nitive form in New York, New York, on or about November 19, 2008. DEPFA First Albany Securities LLC Dated: November 10, 2008 $24,700,000 DORMITORY AUTHORITY OF THE STATE OF NEW YORK CATHOLIC HEALTH SYSTEM OBLIGATED GROUP REVENUE BONDS, SERIES 2008 due July 1, 2034 @ 100%, CUSIP: 6499035D9 All Series 2008 Bonds are issued initially in the Weekly Rate Mode. The initial Weekly Rate is effective through and including November 26, 2008. CUSIP data herein is provided by Standard & Poor’s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. CUSIP numbers have been assigned by an independent company not affiliated with the Authority and are included solely for the convenience of the holders of the Series 2008 Bonds. The Authority is not responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Series 2008 Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2008 Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Series 2008 Bonds.
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