OFFICIAL STATEMENT Dated February 11, 2009 Ratings: Moody’s: “Aa2” S&P: “AAA” Assured Guaranty (See “Bond Insurance” and “Other Information – Ratings” herein) NEW ISSUE - Book-Entry-Only In the opinion of Co-Bond Counsel, interest on the Bonds will be excludable from gross income for federal income tax purposes under existing law and the Bonds are not private activity bonds. See “LEGAL AND TAX MATTERS - Tax Exemption of the Bonds” for a discussion of the opinion of Co-Bond Counsel, including a description of alternative minimum tax consequences for corporations. $324,940,000 CITY OF DALLAS, TEXAS (Dallas, Denton, Collin and Rockwall Counties) CIVIC CENTER CONVENTION COMPLEX Revenue Refunding and Improvement Bonds, Series 2009 Dated: February 1, 2009 Due: August 15, as shown on Page 2 Interest on the $324,940,000 City of Dallas, Texas, Civic Center Convention Complex Revenue Refunding and Improvement Bonds, Series 2009 (the “Bonds”) will accrue from the dated date as shown above, will be payable February 15 and August 15 of each year commencing August 15, 2009, and will be calculated on the basis of a 360-day year consisting of twelve 30-day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company (“DTC”) pursuant to the Book-Entry-Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof. No physical delivery of the Bonds will be made to the owners thereof. Principal of and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See “THE BONDS - Book-Entry-Only System” herein. The initial Paying Agent/Registrar is U.S. Bank National Association (see “THE BONDS - Paying Agent/Registrar”). The Bonds are issued pursuant to the general laws of the State of Texas, particularly Chapters 1207, 1371 and 1504, Texas Government Code, as amended, and Chapter 351, Texas Tax Code, as amended, the Home Rule Charter of the City (the “City Charter”) and an ordinance (the “Ordinance”) passed by the City Council of the City. The Bonds and any Additional Bonds (hereinafter defined) are special obligations of the City payable solely from and secured by a first lien on and pledge of the Pledged Revenues (see “THE BONDS – Security for Bonds”). The City has not covenanted nor obligated itself to pay the Bonds from monies raised or to be raised from taxation, except for the Pledged Hotel Occupancy Tax as described herein. THE BONDS ARE SUBJECT TO SPECIAL RISK FACTORS DESCRIBED HEREIN. BOND PURCHASERS ARE ENCOURAGED TO READ THE ENTIRE OFFICIAL STATEMENT PRIOR TO MAKING AN INVESTMENT DECISION, PARTICULARLY THE SECTION ENTITLED “INVESTMENT CONSIDERATIONS.” THE CITY HAS RESERVED THE RIGHT TO ISSUE ADDITIONAL BONDS SUBJECT TO CERTAIN CONDITIONS (SEE “THE BONDS – Additional Bonds”). Proceeds from the sale of the Bonds will be used to refund the Refunded Bonds (as defined herein) and to fund construction costs associated with the planned improvements to the Dallas Civic Center Convention Complex. Additionally, a portion of the Bond proceeds, together with other available funds of the City, will be used to fund a bond reserve fund and to pay certain costs related to the issuance of the Bonds, all as more fully described herein. The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under a financial guaranty insurance policy to be issued concurrently with the delivery of the Bonds by Assured Guaranty Corp. See “BOND INSURANCE” herein. CUSIP PREFIX: 235258 MATURITY SCHEDULE & 9 DIGIT CUSIP See Schedule on Page 2 J.P. MORGAN SIEBERT BRANDFORD SHANK & CO., LLC RBC CAPITAL MARKETS SOUTHWEST SECURITIES, INC. WALTON JOHNSON & COMPANY BARCLAYS CAPITAL GOLDMAN, SACHS & CO. MORGAN STANLEY The City reserves the right at its option to redeem Bonds having stated maturities on and after August 15, 2020 in whole or in part in principal amounts of $5,000 or any multiple thereof, on August 15, 2019, and any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see “THE BONDS – Optional Redemption of Bonds”). The Bonds maturing on August 15, 2034 and August 15, 2038 (the “Term Bonds”) are also subject to mandatory sinking fund redemption prior to maturity (see “THE BONDS – Mandatory Redemption of Bonds”). The Bonds are offered for delivery when, as and if issued by the City and received by the Underwriters and subject to the approving opinion of the Attorney General of the State of Texas and the approving opinions of Vinson & Elkins L.L.P., Dallas, Texas and West & Associates, L.L.P., San Antonio, Texas, Co-Bond Counsel for the City. (See APPENDIX C, “Form of Co- Bond Counsel Opinions”). Certain legal matters will be passed upon for the Underwriters by Locke Lord Bissel & Liddell LLP and Adorno Yoss White & Wiggins, LLP, Dallas, Texas, Co-Counsel for the Underwriters. It is expected that the Bonds will be available for delivery through DTC on or about February 25, 2009. MATURITY SCHEDULE Cusip Prefix: 235258 (1) Initial Initial Maturity Reoffering Cusip(1) Maturity Reoffering Cusip(1) Amount (August 15) Rate Yield Suffix Amount (August 15) Rate Yield Suffix $ 840,000 2010 3.000% 1.250% JJ0 $ 9,095,000 2020 5.000% 3.980% (2) JU5 1,730,000 2011 3.000% 1.880% JK7 9,550,000 2021 5.000% 4.260% (2) JV3 2,205,000 2012 3.000% 2.050% JL5 10,030,000 2022 5.000% 4.430% (2) JW1 2,775,000 2013 5.000% 2.290% JM3 10,530,000 2023 5.000% 4.610% (2) JX9 3,675,000 2014 5.000% 2.590% JN1 11,055,000 2024 5.000% 4.770% (2) JY7 4,640,000 2015 5.000% 2.800% JP6 11,610,000 2025 5.000% 4.890% (2) JZ4 5,740,000 2016 5.000% 2.990% JQ4 12,190,000 2026 5.000% 4.990% (2) KA7 6,945,000 2017 5.000% 3.220% JR2 12,800,000 2027 5.000% 5.090% KB5 8,250,000 2018 5.000% 3.460% JS0 13,440,000 2028 5.000% 5.180% KC3 8,665,000 2019 5.000% 3.720% JT8 14,110,000 2029 5.000% 5.240% KD1 $165,065,000 Term Bonds $82,280,000, 5.250% Term Bond due August 15, 2034, priced to yield 5.380% CUSIP 235258KE9 $82,785,000, 5.250% Term Bond due August 15, 2038, priced to yield 5.410% CUSIP 235258KF6 (Accrued interest from February 1, 2009 to be added) ____________ (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein are provided by Standard and Poor’s CUSIP Service Bureau, a Division of the McGraw-Hill Companies, Inc. These data are not intended to create a database and do not serve in any way as a substitute for the CUSIP Services. (2)Priced at the stated yield to the August 15, 2019 optional redemption date at a redemption price of par. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 2 For purposes of compliance with Rule 15c2-12 of the United States Securities and Exchange Commission, this document constitutes an Official Statement with respect to the Bonds that has been "deemed final" by the City as of the date hereof except for the omission of no more than the information permitted by Rule 15c2-12. This Official Statement, which includes the cover page and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale. No dealer, broker, salesperson or other person has been authorized to give information or to make any representation other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon having been authorized by the City. The information set forth herein has been obtained from the City and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as the promise or guarantee of the Co-Financial Advisors. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation is made as to the correctness of such estimates and opinions, or that they will be realized. The Underwriters have provided the following sentence for inclusion in this Official Statement. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their 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. The information and expressions of opinion contained herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described. Neither the City nor the Underwriters make any representation regarding the information contained in this Official Statement regarding The Depository Trust Company or its book-entry-only system or Assured Guaranty Corp. or its financial guaranty insurance policy, as such information has been furnished by The Depository Trust Company and Assured Guaranty Corp., as applicable.