NEW ISSUE – BOOK–ENTRY ONLY Series 2005A RATINGS: Bonds Underlying Fitch: “AAA” “AA+” S&P: “AAA” “AA+” Moody’s: “Aaa” “Aa2” (See “SECTION VII: Ratings” herein.) In the opinion of Bond Counsel, interest on the Series 2005A Bonds will be exempt from personal income taxes imposed by the State of New York or any political subdivision thereof, including The City of New York, and assuming continuing compliance with the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), as described herein, interest on the Series 2005A Bonds will not be includable in the gross income of the owners thereof for federal income tax purposes and such interest will not be a specific preference item for purposes of the federal individual or corporate alternative minimum tax. See “SECTION VI: TAX MATTERS” herein for further information. NASSAU COUNTY INTERIM FINANCE AUTHORITY (A Public Benefit Corporation of the State of New York) $124,200,000 Sales Tax Secured Bonds, Series 2005A Dated: Date of Delivery Due: November 15, as shown on the inside front cover The Sales Tax Secured Bonds, Series 2005A (the “Series 2005A Bonds”) are being issued as Senior Bonds by the Nassau County Interim Finance Authority (the “Authority”), a corporate governmental agency and instrumentality of the State constituting a public benefit corporation created pursuant to the Nassau County Interim Finance Authority Act, as amended (the “Act”), pursuant to an Indenture, dated as of October 1, 2000, as amended and supplemented (the “Indenture”), including as supplemented by the Thirteenth Supplemental Indenture, dated as of July 1, 2005 (the “Thirteenth Supplemental Indenture”), each by and between the Authority and The Bank of New York, New York, New York, as trustee (the “Trustee”). Provided certain statutory and contractual conditions are met, other Series of Bonds on a parity with or subordinate to the Series 2005A Bonds may be issued (other Series of Bonds heretofore or hereafter issued under the Indenture, including the Series 2005A Bonds but excluding Subordinate Bonds, the “Bonds”). See “SECTION II: Sources of Payment and Security for the Bonds—Additional Bonds.” Pursuant to the Act, the Bonds are payable from the Revenues of the Authority which are derived from sales and compensating use taxes imposed by and within the County of Nassau, New York (the “County”) pursuant to authorization of the State. Neither the State nor the County is prohibited from amending, modifying, repealing or otherwise altering such taxes, subject, with respect to the County, to limitations set forth in the Act. The Act provides that the County will have no right, title or interest in or to Sales Tax Revenues required to be paid to the Authority, except after payment of debt service and operating expenses of the Authority and then as provided in the Authority’s agreements with the County. See “SECTION II: “Sources of Payment and Security for the Bonds.” The Series 2005A Bonds will be issued only as fully registered bonds, registered in the name of The Depository Trust Company, New York, New York, or its nominee (“DTC”). Purchases of beneficial interests in the Series 2005A Bonds will be made in book-entry form in denominations of $5,000 principal amount or whole multiples thereof. Purchasers will not receive physical delivery of the Series 2005A Bonds, except under the limited circumstances described herein. See “SECTION III: The Series 2005A Bonds—Book-Entry Only System.” Principal, redemption price and interest on the Series 2005A Bonds (with interest accruing from the delivery date and payable on November 15, 2005 and thereafter on May 15 and November 15 of each year) will be payable to DTC by the Trustee. So long as DTC remains the registered owner, disbursements of such payments to DTC Participants are the responsibility of DTC and disbursements of such payments to the purchasers of the Series 2005A Bonds are the responsibility of DTC Participants, as described herein. The Series 2005A Bonds are subject to optional redemption prior to maturity as described herein. Payment of the principal of and interest on the Series 2005A Bonds when due will be insured by a financial guaranty insurance policy to be issued by MBIA Insurance Corporation simultaneously with the delivery of the Series 2005A Bonds. THE BONDS ARE PAYABLE SOLELY FROM AND SECURED BY A LIEN ON THE REVENUES OF THE AUTHORITY AND RELATED ACCOUNTS HELD BY THE TRUSTEE. THE BONDS ARE NOT A DEBT OF EITHER THE STATE OR THE COUNTY, AND NEITHER THE STATE NOR THE COUNTY SHALL BE LIABLE THEREON, NOR SHALL THE BONDS BE PAYABLE OUT OF ANY FUNDS OTHER THAN THOSE OF THE AUTHORITY. This cover page contains information for quick reference only. It is not a summary of this issue. Potential investors must read the entire Offering Circular to obtain information essential to making an informed investment decision. The Series 2005A Bonds are offered, subject to prior sale, when, as and if issued by the Authority and accepted by the Underwriters, subject to the approval of legality of the Series 2005A Bonds and certain other matters by Sidley Austin Brown & Wood LLP, New York, New York, Bond Counsel to the Authority. Certain legal matters will be passed upon for the Authority by the General Counsel of the Authority. Certain legal matters will be passed upon for the Underwriters by their counsel, Winston & Strawn LLP, New York, New York. It is expected that the Series 2005A Bonds will be available for delivery in New York, New York, on or about July 14, 2005. Citigroup Goldman, Sachs & Co. Merrill Lynch & Co. UBS Financial Services Inc. Banc of America Securities LLC MƇRƇBeal & Company RBC Dain Rauscher Inc. First Albany Capital Inc. Morgan Stanley Ramirez & Co., Inc. Roosevelt & Cross Incorporated June 23, 2005 $124,200,000 SALES TAX SECURED BONDS, SERIES 2005A Principal Interest CUSIP November 15 Amount Rate Yield Number† 2011 $11,925,000 3.250% 3.26% 631663HK0 2012 6,875,000 3.375 3.38 631663HL8 2012 18,825,000 5.000 3.38 631663HM6 2013 2,305,000 3.375 3.48 631663HN4 2013 14,645,000 5.000 3.48 631663HP9 2014 1,750,000 3.500 3.56 631663HQ7 2014 13,385,000 5.000 3.56 631663HR5 2015 295,000 3.625 3.64 631663HS3 2015 18,860,000 5.000 3.64 631663HT1 2016 1,425,000 3.700 3.72 631663HU8 2016 8,970,000 5.000 3.72* 631663HV6 2020 1,515,000 4.000 4.02 631663HW4 2022 7,935,000 5.000 4.05* 631663HX2 2023 2,705,000 5.000 4.07* 631663HY0 2024 110,000 4.000 4.08 631663HZ7 2024 12,675,000 5.000 4.08* 631663JA0 * Priced at the stated yield to the November 15, 2015 optional redemption date at redemption price of 100%. † CUSIP numbers have been assigned by an organization not affiliated with the Authority and are included solely for the convenience of the holders of the Series 2005A Bonds. The Authority is not responsible for the selection or uses of these CUSIP numbers, nor is any representation made as to their correctness on the Series 2005A Bonds or as indicated above. The information in this Offering Circular has been provided by the Authority, the County and other sources considered by the Authority to be reliable. All estimates and assumptions contained herein are believed to be reliable, but no representation is made that such estimates or assumptions are correct or will be realized. The Underwriters have provided the following sentence for inclusion in this Offering Circular. The Underwriters have reviewed the information in this Offering Circular in accordance with, and as part of, their respective responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. Other than with respect to information concerning the Bond Insurer contained in “SECTION II: SOURCES OF PAYMENT AND SECURITY FOR THE BONDS — Bond Insurance” and in Appendix E hereto, none of the information in this Offering Circular has been supplied or verified by the Bond Insurer and the Bond Insurer makes no representation or warranty, express or implied, as to: the accuracy or completeness of information it has neither supplied nor verified, the validity of the Series 2005A Bonds, or the tax exempt status of the interest on the Series 2005A Bonds. No dealer, broker, salesperson or other person has been authorized by the Authority or the Underwriters to give any information or to make any representation with respect to the Series 2005A Bonds, other than those contained in this Offering Circular, and, if given or made, such other information or representation must not be relied upon as having been authorized by any of the foregoing. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof. This Offering Circular does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of the Series 2005A Bonds, by any person, in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. This Offering Circular contains forecasts, projections and estimates that are based on current expectations. In light of the important factors that may materially affect economic conditions in the County and the amount of Sales Tax Revenues (as defined herein), the inclusion in this Offering Circular of such forecasts, projections and estimates should not be regarded as a representation by the Authority or the Underwriters that such forecasts, projections and estimates will occur.