NEW ISSUE - BOOK-ENTRY ONLY RATINGS: Moody’s: Aaa/VMIG 1 S&P: AAA/A-1+ $96,000,000 CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK Variable Rate Revenue Bonds (The J. Paul Getty Trust) $48,000,000 $48,000,000 Series 2004A Series 2004B CUSIP: 13033W QD 8 CUSIP: 13033W QE 6 Dated: Date of Delivery Price: 100% Due: October 1, 2023 The California Infrastructure and Economic Development Bank Variable Rate Revenue Bonds (The J. Paul Getty Trust) Series 2004A and Series 2004B (collectively, the “Bonds” and each a “Series of Bonds”) will be issued pursuant to the terms of the Indenture (as defined herein). The Bonds are being issued by the California Infrastructure and Economic Development Bank (the “Infrastructure Bank”), which will loan the proceeds of the Bonds to THE J. PAUL GETTY TRUST (the “Getty Trust”) pursuant to the Loan Agreement (as defined herein). The Bonds will be paid from payments that the Getty Trust makes pursuant to the Loan Agreement. The proceeds of the Bonds, together with certain other available funds, will be applied to refund $95,645,000 outstanding principal amount of certificates of participation executed and delivered in 1994 to finance a portion of the construction and improvement costs of certain facilities of the Getty Trust located at the Getty Center in Los Angeles, California. See the sections entitled “ESTIMATED SOURCES AND USES OF PROCEEDS” and “THE PLAN OF FINANCE” herein. Each Series of Bonds will initially accrue interest at the Initial Interest Rate from the Date of Delivery to October 2, 2005 (the “Initial Interest Period”). The Initial Interest Rate will be determined prior to the date of delivery of the Bonds. On October 3, 2005, the day following the Initial Interest Period, the Bonds will be purchased pursuant to a mandatory tender. Unless the Getty Trust otherwise directs in writing, following the Initial Interest Period the Series A Bonds will convert to the Weekly Mode and the Series B Bonds will convert to the Daily Mode. Interest accruing during the Initial Interest Period will be payable on April 1, 2005 and October 3, 2005. There is no optional right to tender Bonds for purchase during the Initial Interest Period. A Series of Bonds in the Weekly Mode will accrue interest at the Weekly Rate from and including each Thursday to and including the following Wednesday. A Series of Bonds in the Daily Mode will accrue interest at the Daily Rate from and including each Rate Determination Date (generally, each Business Day) to the following Rate Determination Date. Interest on a Series of Bonds in the Weekly Mode or the Daily Mode will be payable on the first Business Day of each month. The Weekly Rates and the Daily Rates will be determined by the Remarketing Agents as described herein. Under the Indenture, after the Initial Interest Period, any Series of Bonds may be converted to a Daily Mode, a Weekly Mode, an Auction Mode, a Commercial Paper Mode or a Long-Term Mode. The Bonds will be issued in book-entry form only and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which will act as securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be made in book-entry-only form. Bonds during the Initial Interest Period or while in the Weekly Mode or the Daily Mode will be in denominations of $100,000 and any integral multiple of $5,000 in excess thereof. Purchasers of the Bonds will not receive physical certificates representing their ownership interests in the Bonds purchased. Upon receipt of payments of principal, premium, if any, purchase price and interest on the Bonds, DTC will in turn distribute such payments to the beneficial owners of the Bonds, as more fully described herein. See Appendix F – “BOOK-ENTRY ONLY SYSTEM” attached hereto. The Bonds are subject to optional and mandatory redemption and mandatory tender for purchase as described herein. A Series of Bonds in the Weekly Mode or the Daily Mode will be subject to optional tender for purchase as described herein. See the sections entitled “THE BONDS – Redemption” and “ - Optional Tender and Mandatory Purchase” herein. While any Series of Bonds is in an Auction Mode, such Bonds will not be subject to optional tender for purchase, nor will they be purchased in the event of a “failed” auction (although they will be subject to mandatory tender upon conversion to a different Mode, provided certain conditions to conversion are satisfied, all as described herein). The Getty Trust’s obligation under the Loan Agreement to pay the Bonds constitutes an unsecured general obligation of the Getty Trust. The Getty Trust has other unsecured general obligations outstanding. See “LONG -TERM DEBT SERVICE REQUIREMENTS” herein and Appendix A - “THE J. PAUL GETTY TRUST - THE GETTY TRUST FINANCIAL OPERATIONS - Outstanding Debt” attached hereto. Moreover, the Getty Trust is not restricted by the Loan Agreement or otherwise from incurring additional indebtedness. Such additional indebtedness, if issued, may be either secured or unsecured and may be entitled to payment prior to payment on the Bonds. The Getty Trust will provide its own liquidity in connection with mandatory and optional tenders and remarketing of the Bonds (and the Getty Trust plans not to provide any third-party liquidity facility to support this obligation). See the section entitled “SECURITY FOR THE BONDS” herein. THE BONDS ARE LIMITED OBLIGATIONS OF THE INFRASTRUCTURE BANK AND ARE NOT A LIEN OR CHARGE UPON THE FUNDS OR PROPERTY OF THE INFRASTRUCTURE BANK, EXCEPT TO THE EXTENT OF THE PLEDGE AND ASSIGNMENT OF REVENUES AND FROM CERTAIN AMOUNTS HELD UNDER THE INDENTURE. NEITHER THE STATE OF CALIFORNIA NOR THE INFRASTRUCTURE BANK SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF THE BONDS, PREMIUM, IF ANY, OR THE INTEREST THEREON, EXCEPT FROM REVENUES RECEIVED BY THE INFRASTRUCTURE BANK. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF CALIFORNIA IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON, THE BONDS. THE INFRASTRUCTURE BANK HAS NO TAXING POWER. THE BONDS ARE NOT A DEBT OF THE STATE OF CALIFORNIA AND SAID STATE IS NOT LIABLE FOR PAYMENT THEREOF. ALTHOUGH THE BONDS ARE ISSUED BY THE INFRASTRUCTURE BANK, THE BONDS SHOULD BE VIEWED FOR CREDIT PURPOSES AS DIRECT OBLIGATIONS OF THE GETTY TRUST. This cover page contains certain information for quick reference only. It is not intended to be a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel, 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 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the 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 in calculating corporate alternative minimum taxable income. 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 Bonds. See the section entitled “TAX MATTERS” herein. The Bonds are offered by the Underwriters, when, as and if issued by the Infrastructure Bank and accepted by the Underwriters subject to the approval of validity by Orrick, Herrington & Sutcliffe LLP, Bond Counsel, and subject to certain other conditions. Certain legal matters will be passed upon for the Underwriters by Hawkins Delafield & Wood LLP, San Francisco, California, for the Infrastructure Bank by its counsel, Brooke Bassett, Esq., and for the Getty Trust by its vice president, general counsel and secretary, Peter C. Erichsen, Esq., and by its outside counsel, O’Melveny & Myers LLP, Los Angeles, California, and its special tax counsel, Caplin & Drysdale, Chartered, Washington, D.C. It is expected that the Bonds will be available for delivery to DTC in New York, New York on or about September 29, 2004. Morgan Stanley JPMorgan Series 2004A Series 2004B Dated September 17, 2004 This Official Statement does not constitute an offer to sell the Bonds in any jurisdiction in which or to any person to whom it is unlawful to make such an offer. No dealer, salesperson or other person has been authorized by the Morgan Stanley & Co. Incorporated or J.P. Morgan Securities Inc. (together, the "Underwriters"), the Infrastructure Bank, or the Getty Trust, to give any information or to make any representations, other than those contained herein, in connection with the offering of the Bonds and, if given or made, such information or representations must not be relied upon. The information set forth in the sections entitled "THE INFRASTRUCTURE BANK" and "ABSENCE OF MATERIAL LITIGATION - The Infrastructure Bank" have been obtained from the Infrastructure Bank. All other information set forth herein has been obtained from the Getty Trust and other sources. Estimates and opinions are included and should not be interpreted as statements of fact. Summaries of documents do not purport to be complete statements of their provisions. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder will, under any circumstances, create any implication that there has been no change in the affairs of the Infrastructure Bank or the Getty Trust since the date hereof.