NEW ISSUE—BOOK-ENTRY ONLY RATING: S&P: “BBB+” See “RATING” herein. In the opinion of Quint & Thimmig LLP, San Francisco, California, Bond Counsel, interest on the Bonds is exempt from personal income taxation imposed by the State of California. However, interest on the Bond is subject to all applicable federal income taxation. See “TAX MATTERS” herein. $22,235,000 $10,745,000 REDEVELOPMENT AGENCY OF THE REDEVELOPMENT AGENCY OF THE CITY OF LONG BEACH CITY OF LONG BEACH TAXABLE RECOVERY ZONE ECONOMIC TAXABLE BUILD AMERICA BONDS, DEVELOPMENT BONDS, 2010 SERIES A 2010 SERIES B (NORTH LONG BEACH (NORTH LONG BEACH REDEVELOPMENT PROJECT) REDEVELOPMENT PROJECT) Dated: Date of Delivery Due: August 1, as shown on the inside cover Proceeds from the sale by the Redevelopment Agency of the City of Long Beach (the “Agency”) of its Taxable Recovery Zone Economic Development Bonds, 2010 Series A (North Long Beach Redevelopment Project) (the “2010 Series A Bonds”) and its Taxable Build America Bonds, 2010 Series B (North Long Beach Redevelopment Project) (the “2010 Series B Bonds” and, together with the 2010 Series A Bonds, the “Bonds”), will be used to: (a) finance redevelopment activities of the Agency within or of benefit to the Agency’s North Long Beach Redevelopment Project, (b) make a deposit to a reserve account for the Bonds and certain parity bonds, and (c) pay the costs of issuing the Bonds. See “FINANCING PLAN” herein. The Bonds will be issued under and pursuant to an Indenture, dated as of May 1, 2002 (the “Original Indenture”), as amended and supplemented by a First Supplemental Indenture of Trust, dated as of February 1, 2005, by a Second Supplemental Indenture of Trust, dated as of February 1, 2006, and by a Third Supplemental Indenture of Trust, dated as of May 1, 2010 (the Original Indenture, as so amended and supplemented, is referred to herein as the “Indenture”), each by and between the Agency and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Bonds initially will be sold by the Agency to the Long Beach Bond Finance Authority (the “Authority”) for concurrent resale to the Underwriter. The Bonds are special obligations of the Agency and are payable solely from and secured by a pledge of the Tax Increment Revenues (as defined herein), and by a pledge of amounts in certain funds and accounts established under the Indenture, as further described herein. The pledge of the Tax Increment Revenues and other funds under the Indenture will be on a parity with the pledge thereof with respect to the Agency’s outstanding 2002 Bonds and 2005 Bonds, and with respect to any future Parity Debt (as such capitalized terms are defined in the Indenture). See “SECURITY FOR THE BONDS—Pledge Under the Indenture” herein. Interest on the Bonds will be payable semi-annually on each February 1 and August 1, commencing August 1, 2010. The Bonds will be issued in fully registered form without coupons and will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be made in book-entry form only in denominations of $5,000 or any integral multiple thereof. Purchasers of such beneficial interests will not receive physical certificates representing their interests in the Bonds. Payment of principal of, interest and premium, if any, on the Bonds will be made directly to DTC or its nominee, Cede & Co., so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursement of such payments to the DTC Participants (as defined herein) is the responsibility of DTC and disbursement of such payments to the Beneficial Owners (as defined herein) is the responsibility of the DTC Participants, as more fully described herein. See “THE BONDS—Book-Entry System” herein. The Bonds are subject to optional and mandatory sinking account redemption prior to maturity. See “THE BONDS— Optional Redemption” and “THE BONDS—Sinking Account Redemption” herein. THE BONDS ARE SPECIAL OBLIGATIONS OF THE AGENCY PAYABLE SOLELY FROM THE TAX INCREMENT REVENUES, AS DESCRIBED HEREIN, AND AMOUNTS IN CERTAIN FUNDS AND ACCOUNTS MAINTAINED UNDER THE INDENTURE, AND ARE NOT A DEBT OF THE AUTHORITY, THE CITY OF LONG BEACH, CALIFORNIA (THE “CITY”), OR THE STATE OF CALIFORNIA (THE “STATE”) OR ANY POLITICAL SUBDIVISION OF THE STATE (OTHER THAN THE AGENCY, TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE), AND NONE OF THE AUTHORITY, THE CITY OR THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AGENCY) IS LIABLE THEREFOR. THE BONDS ARE NOT PAYABLE FROM, AND ARE NOT SECURED BY, ANY FUNDS OF THE AGENCY, OTHER THAN THE TAX INCREMENT REVENUES AND OTHER MONEYS EXPRESSLY PLEDGED PURSUANT TO THE INDENTURE. NEITHER THE MEMBERS OF THE GOVERNING BOARD OF THE AGENCY NOR ANY PERSONS RESPONSIBLE FOR THE EXECUTION OF THE BONDS ARE LIABLE PERSONALLY FOR THE PAYMENT OF THE BONDS. MATURITY SCHEDULE (see inside cover page) This cover page is not intended to be a summary of the Bonds or the security therefore. Investors are advised to read this Official Statement in its entirety to obtain information essential to the making of an informed investment decision with respect to the Bonds. The Bonds are offered when, as and if issued and accepted by the Underwriter, subject to the approval as to their legality by Quint & Thimmig LLP, San Francisco, California, Bond Counsel. Certain legal matters related to this offering will be passed upon for the Agency by the City Attorney of the City of Long Beach, acting as Counsel to the Agency, and by Quint & Thimmig LLP, San Francisco, California, which also is acting as Disclosure Counsel to the Agency for the Bonds. It is expected that the Bonds in book- entry form will be available for delivery to DTC in New York, New York on or about May 12, 2010. STONE & YOUNGBERG The date of this Official Statement is April 28, 2010. $22,235,000 REDEVELOPMENT AGENCY OF THE CITY OF LONG BEACH TAXABLE RECOVERY ZONE ECONOMIC DEVELOPMENT BONDS, 2010 SERIES A (NORTH LONG BEACH REDEVELOPMENT PROJECT) $480,000 7.903% Serial Bonds due August 1, 2025 Yield 7.903% CUSIP: 542430 FV0† $5,710,000 8.110% Term Bonds due August 1, 2030 Yield 8.110% CUSIP: 542430 FW8† $16,045,000 8.360% Term Bonds due August 1, 2040 Yield 8.360% CUSIP: 542430 FX6† $10,745,000 REDEVELOPMENT AGENCY OF THE CITY OF LONG BEACH TAXABLE BUILD AMERICA BONDS, 2010 SERIES B (NORTH LONG BEACH REDEVELOPMENT PROJECT) $10,745,000 Serial Bonds CUSIP Prefix: 542430† Maturity Principal Interest CUSIP (August 1) Amount Rate Yield Suffix† 2011 $590,000 2.386% 2.386% FY4 2012 595,000 3.259 3.259 FZ1 2013 610,000 4.003 4.003 GA5 2014 625,000 4.800 4.800 GB3 2015 645,000 5.250 5.250 GC1 2016 665,000 5.836 5.836 GD9 2017 690,000 6.386 6.386 GE7 2018 720,000 6.703 6.703 GF4 2019 755,000 6.953 6.953 GG2 2020 785,000 7.153 7.153 GH0 2021 825,000 7.353 7.353 GJ6 2022 865,000 7.503 7.503 GK3 2023 905,000 7.653 7.653 GL1 2024 950,000 7.803 7.803 GM9 2025 520,000 7.903 7.903 GN7 † Copyright 2010, American Bankers Association. CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by the CUSIP Service Bureau, operated by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers have been assigned by an independent company not affiliated with the Agency and are included solely for the convenience of the registered owners of the Bonds. Neither the Agency nor the Underwriter is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as included herein. The CUSIP number for a specific maturity is subject to being changed after the delivery of the Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of certain maturities of the Bonds. REDEVELOPMENT AGENCY OF THE CITY OF LONG BEACH MEMBERS OF THE AGENCY William Baker, Chair Diane L. Arnold, Vice Chair John Cross, Member Teer L. Strickland, Member John Thomas, Member Vivian Tobias, Member Vacant, Member AGENCY STAFF Amy Bodek, Executive Director/Redevelopment Bureau Manager Lisa Fall, Assistant Executive Director/Redevelopment Administrator David S. Nakamoto, Treasurer Larry G. Herrera, Secretary SPECIAL SERVICES Keyser Marston Associates, Inc. Los Angeles, California Fiscal Consultant Fieldman Rolapp & Associates Irvine, California Financial Advisor Quint & Thimmig LLP, San Francisco, California Bond Counsel and Disclosure Counsel The Bank of New York Mellon Trust Company, N.A. Los Angeles, California Trustee -i- GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT No dealer, broker, salesperson or other person has been authorized by the Agency to give any information or to make any representations in connection with the offer or sale of the Bonds other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the Agency.