$252,545,000 NEW JERSEY HEALTH CARE FACILITIES FINANCING AUTHORITY STATE CONTRACT BONDS (Hospital Asset Transformation Program) Series 2008A

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1 Fitch: A+ Moody s: A1 Standard & Poor s: AA- NEW ISSUE BOOK-ENTRY ONLY (SEE RATINGS HEREIN) In the opinion of McManimon & Scotland, L.L.C., Bond Counsel to the Authority, under existing law and assuming compliance by the Authority and the Borrower with the requirements of the Internal Revenue Code of 1986, as amended, and the regulations thereunder that relate to the Series 2008A Bonds, interest on the Series 2008A Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations. However, for the purpose of computing the alternative minimum tax imposed on certain corporations (as defined for federal income tax purposes) interest on the Series 2008A Bonds is taken into account in determining adjusted current earnings. No opinion is expressed regarding other federal tax consequences arising with respect to the Series 2008A Bonds. Bond Counsel is also of the opinion that, under existing law, interest on the Series 2008A Bonds and any gain realized on the sale thereof are not includible in gross income under the New Jersey Gross Income Tax Act. See TAX EXEMPTION herein. $252,545,000 NEW JERSEY HEALTH CARE FACILITIES FINANCING AUTHORITY STATE CONTRACT BONDS (Hospital Asset Transformation Program) Series 2008A Dated: Date of Delivery Due: October 1, as shown on the inside cover The New Jersey Health Care Facilities Financing Authority $252,545,000 State Contract Bonds (Hospital Asset Transformation Program), Series 2008A (the Series 2008A Bonds ) are issuable only as fully registered bonds without coupons, and, when issued, will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company, New York, New York. DTC will act as securities depository for the Series 2008A Bonds. Purchases of the Series 2008A Bonds will be made in book-entry form, in denominations of $5,000 or any integral multiple thereof. Purchasers will not receive certificates representing their interest in Series 2008A Bonds purchased. So long as Cede & Co. is the registered owner, as nominee of DTC, references herein to the registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners (hereinafter defined) of the Series 2008A Bonds. See THE SERIES 2008A BONDS Book-Entry-Only System herein. The Bank of New York Mellon, West Paterson, New Jersey, shall act as trustee, paying agent and bond registrar (the Trustee, Paying Agent and Bond Registrar ) for the Series 2008A Bonds. Interest will be payable semiannually on April 1 and October 1 of each year until maturity (each an Interest Payment Date ), commencing on October 1, 2008, to the registered owner of record as of the close of business on the fifteenth (15th) day of the month next preceding such Interest Payment Date. The Series 2008A Bonds are subject to redemption prior to maturity as described herein. See THE SERIES 2008A BONDS Redemption Prior to Maturity herein. The Series 2008A Bonds are being issued under and pursuant to the New Jersey Health Care Facilities Financing Authority Law, N.J.S.A. 26:2I-1, et seq. (the Act ) and the Hospital Asset Transformation Program State Contract Bond Resolution (Saint Michael s Medical Center, Newark, N.J. Issue), adopted by the New Jersey Health Care Facilities Financing Authority (the Authority ) on April 24, 2008 (the Bond Resolution ), as supplemented by a Series Certificate dated as of the sale of the Series 2008A Bonds (the Series Certificate and, together with the Bond Resolution, the Resolution ). The Series 2008A Bonds are being issued for the purpose of providing funds under the Hospital Asset Transformation Program (as defined herein) for the costs of an eligible project and to pay the costs of issuance of the Series 2008A Bonds. See PURPOSE OF ISSUANCE OF THE SERIES 2008A BONDS herein. The principal of and interest on the Series 2008A Bonds are payable solely from payments received by the Authority from the Treasurer of the State (the State Treasurer ) pursuant to the Contract Implementing Funding Provisions of the New Jersey Health Care Facilities Financing Authority Law, dated the date of delivery of the Series 2008A Bonds (the State Contract ), by and between the State Treasurer and the Authority, and amounts held under the Resolution. All amounts paid to the Authority under the State Contract are subject to and dependent upon appropriations being made from time to time by the New Jersey State Legislature (the State Legislature ) for such purpose. The State Legislature has no legal obligation to make any such appropriations. THE STATE OF NEW JERSEY (THE STATE ) IS NOT OBLIGATED TO PAY, AND NEITHER THE FAITH AND CREDIT NOR TAXING POWER OF THE STATE IS PLEDGED TO THE PAYMENT OF, THE PRINCIPAL OR REDEMPTION PRICE, IF ANY, OF OR INTEREST ON THE SERIES 2008A BONDS. THE SERIES 2008A BONDS ARE A SPECIAL, LIMITED OBLIGATION OF THE AUTHORITY, PAYABLE SOLELY OUT OF THE REVENUES OR OTHER RECEIPTS, FUNDS OR MONEYS OF THE AUTHORITY PLEDGED UNDER THE RESOLUTION AND FROM ANY AMOUNTS OTHERWISE AVAILABLE UNDER THE RESOLUTION FOR THE PAYMENT OF THE SERIES 2008A BONDS. THE SERIES 2008A BONDS DO NOT NOW AND SHALL NEVER CONSTITUTE A CHARGE AGAINST THE GENERAL CREDIT OF THE AUTHORITY. THE AUTHORITY HAS NO TAXING POWER. THE SERIES 2008A BONDS SHALL NOT BE A DEBT OR LIABILITY OF THE STATE OR ANY AGENCY OR INSTRUMENTALITY THEREOF (OTHER THAN THE AUTHORITY TO THE LIMITED EXTENT SET FORTH IN THE RESOLUTION), EITHER LEGAL, MORAL OR OTHERWISE, AND NOTHING IN THE ACT SHALL BE CONSTRUED TO AUTHORIZE THE AUTHORITY TO INCUR ANY INDEBTEDNESS ON BEHALF OF OR IN ANY WAY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. This cover page contains certain information for quick reference only. Investors must read the entire Official Statement, including all Appendices, to obtain information essential to making an informed investment decision. The Series 2008A Bonds are offered when, as and if issued by the Authority, and delivered and received by the Underwriters, subject to prior sale, or withdrawal or modification of the offer without notice, and to the approval of their legality and certain other matters by McManimon & Scotland, L.L.C., Newark, New Jersey, Bond Counsel. Certain legal matters will be passed upon for the Authority and the State by the Attorney General of the State of New Jersey. Certain legal matters will be passed upon for the Underwriters by their counsel, Cozen O Connor, Trenton and Newark, New Jersey. The Series 2008A Bonds are expected to be available for delivery through the facilities of The Depository Trust Company in New York, New York on or about July 31, MORGAN STANLEY RBC Capital Markets Dated: July 22, 2008 GOLDMAN SACHS & CO. Siebert Brandford Shank & Co., L.L.C.

2 $252,545,000 NEW JERSEY HEALTH CARE FACILITIES FINANCING AUTHORITY STATE CONTRACT BONDS (Hospital Asset Transformation Program) Series 2008A Year (Oct. 1) AMOUNTS, MATURITIES, INTEREST RATES, YIELDS AND CUSIP NUMBERS Amount Interest Rate Yield CUSIP * 2009 $3,430, % 2.42% 64580AAA ,615, AAB ,800, AAC ,995, AAD ,435, AAE ,490, AAF ,900, AAG ,950, AAH ,425, AAJ ,715, AAK7 $33,760, % Term Bond Due October 1, 2023, Priced to Yield 4.97%, CUSIP * 64580AAL5 $43,875, % Term Bond Due October 1, 2028, Priced to Yield 5.23%, CUSIP * 64580AAM3 $130,155, % Term Bond Due October 1, 2038, Priced to Yield 5.45%, CUSIP * 64580AAN1 * Registered trademark of American Bankers Association. CUSIP numbers are provided by Standard & Poor s, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP number listed above is being provided solely for the convenience of Bondholders only at the time of issuance of the Series 2008A Bonds and the Authority does not make any representation with respect to such number or undertake any responsibility for its accuracy now or at any time in the future. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Series 2008A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity 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 Series 2008A Bonds. Priced to first optional redemption date October 1, 2018.

3 CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS WHICH MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE SERIES 2008A BONDS. SUCH ACTIONS, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT PRIOR NOTICE. No dealer, broker, salesman or other person has been authorized by the Authority or the State to give any information or to make representations with respect to the Series 2008A Bonds, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2008A Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Certain information contained herein has been obtained from the State and from other sources, including DTC, which are believed to be reliable, but it is not guaranteed as to accuracy or completeness, and is not to be construed as a representation of the Authority. 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 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. THE SERIES 2008A BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE FEDERAL TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE SERIES 2008A BONDS IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE SERIES 2008A BONDS HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE SERIES 2008A BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. The following Official Statement (including the Appendices attached hereto) contains a general description of the Series 2008A Bonds, the Authority, the Borrower and the Project, and sets forth summaries of certain provisions of the Act, and forms of the Resolution, the State Contract and the Continuing Disclosure Agreement (as such terms are defined herein). The descriptions and summaries herein do not purport to be complete and are not to be construed to be a representation of the Authority. Persons interested in purchasing the Series 2008A Bonds should carefully review this Official Statement (including the Appendices attached hereto) as well as copies of such documents in their entireties, which are held by the Trustee at its principal corporate trust office. References in this Official Statement to statutes, laws, rules, regulations, resolutions, agreements, reports and documents do not purport to be comprehensive or definitive, and all such references are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. This Official Statement is distributed in connection with the sale of the Series 2008A Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. The order and placement of materials in this Official Statement, including the Appendices, are not to be deemed to be a determination of relevance, materiality or importance, and this Official Statement, including the Appendices, must be considered in its entirety. The offering of the Series 2008A Bonds is made only by means of this entire Official Statement.

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5 TABLE OF CONTENTS Page INTRODUCTION...1 The Authority...1 The Hospital Asset Transformation Program...1 Use of Series 2008A Bond Proceeds...2 The Series 2008A Bonds...3 Security for the Series 2008A Bonds...3 Limited Obligations of Authority...4 Continuing Disclosure...4 Miscellaneous...4 THE AUTHORITY...5 Authority Membership and Organization...5 Powers of the Authority...5 Hospital Asset Transformation Program...6 PURPOSE OF ISSUANCE OF SERIES 2008A BONDS...7 ESTIMATED SOURCES AND USES OF FUNDS...8 ANNUAL DEBT SERVICE REQUIREMENTS...9 THE SERIES 2008A BONDS...10 Description of the Series 2008A Bonds...10 Redemption Prior to Maturity...10 Notice of Redemption...12 Payment of Redeemed Bonds...12 Book-Entry Only System...13 SOURCES OF PAYMENT FOR THE SERIES 2008A BONDS...16 General...16 Pledged Property...16 State Contract...16 Event of Non-Appropriation...17 Refunding Bonds...18 TAX EXEMPTION...18 Federal Tax Exemption...18 New Jersey Gross Income Tax...20 Future Events...20 LEGALITY OF SERIES 2008A BONDS FOR INVESTMENT AND DEPOSIT...20 LEGAL MATTERS...20 LITIGATION...21 UNDERWRITING...21 RATINGS...21 CONTINUING DISCLOSURE...21 MISCELLANEOUS...22 APPENDIX I FINANCIAL AND OTHER INFORMATION RELATING TO THE STATE OF NEW JERSEY...I-1 APPENDIX II COPY OF BOND RESOLUTION...II-1 APPENDIX III FORM OF STATE CONTRACT... III-1 APPENDIX IV FORM OF CONTINUING DISCLOSURE AGREEMENT... IV-1 APPENDIX V FORM OF BOND COUNSEL OPINION... V-1

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7 OFFICIAL STATEMENT Relating to $252,545,000 NEW JERSEY HEALTH CARE FACILITIES FINANCING AUTHORITY STATE CONTRACT BONDS (Hospital Asset Transformation Program) Series 2008A INTRODUCTION This Official Statement, including the cover page, inside cover page and Appendices, sets forth certain information concerning the offering by the New Jersey Health Care Facilities Financing Authority (the Authority ) of its $252,545,000 State Contract Bonds (Hospital Asset Transformation Program), Series 2008A (the Series 2008A Bonds ). Certain capitalized terms used in this Official Statement and not otherwise defined herein shall have the meaning given to such terms in Appendix II hereto. This Introduction is not a summary of this Official Statement. It is only a brief description of and guide to the entire Official Statement of which a full review should be made by potential investors. The Authority The Authority is a public body corporate and politic, a political subdivision of the State of New Jersey (the State ) and a public instrumentality organized and existing under and by virtue of the New Jersey Health Care Facilities Financing Authority Law, P.L. 1972, c. 29, N.J.S.A. 26:2I-1, et seq. (the Act ). See THE AUTHORITY. The Hospital Asset Transformation Program The Hospital Asset Transformation Act (P.L. 2000, c. 98, as amended) amended the Act and established a Hospital Asset Transformation Program (the Hospital Asset Transformation Program ) within the Authority for the purpose of providing financial assistance by the Authority to nonprofit hospitals in the State, in connection with the termination of the provision of hospital acute care services at a specific location that may no longer be necessary or useful for the provision of such care. Under the Hospital Asset Transformation Act, the Authority, subject to the prior written approval of the Treasurer of the State of New Jersey (the State Treasurer ), may issue bonds in order to provide, in connection with the Hospital Asset Transformation Program, any nonprofit health care organization in the State with the funds to satisfy the outstanding bonded indebtedness or any other outstanding indebtedness of any hospital in the State; pay the costs of transitioning a general hospital to a nonprofit, non-acute care health care-related facility, including, but not limited to, construction, renovation, equipment, information technology and working capital; pay the costs related to transitioning acute care and related services from the hospital at which inpatient acute care services are to be terminated to an existing nonprofit general hospital, including, but not limited to, construction, renovation, equipment, information technology and working capital; pay the costs associated with the closure of a general hospital; pay the costs of the acquisition of a general hospital in the State for the purpose of either (i) moving an existing general hospital s services into the acquired hospital and closing the acquirer s inpatient acute care services, or (ii) closing its inpatient acute care services; pay capitalized interest; fund a debt service reserve fund; pay the costs associated with the issuance of any bonds for any of the aforementioned purposes; or pay other costs specifically related to the closure or transition of inpatient acute care services as identified in the

8 contract with the Treasurer. To secure such bonds, the State Treasurer and the Authority are permitted to enter into one or more contracts providing for the payment by the State Treasurer to the Authority in each State fiscal year, from the State s General Fund, of an amount equivalent to the amount due to be paid in that fiscal year for the debt service on such bonds and any additional costs as authorized pursuant to such contract, subject to and dependent upon appropriations being made by the State Legislature for such purpose. The Series 2008A Bonds are the second issuance of bonds under the Hospital Asset Transformation Act. The Authority may issue additional bonds under the Hospital Asset Transformation Act. Such bonds would be secured by a separate contract with the State Treasurer. Use of Series 2008A Bond Proceeds The proceeds of the Series 2008A Bonds will be loaned by the Authority to Saint Michael s Medical Center, Inc., a New Jersey nonprofit corporation (the Borrower ) located in the City of Newark, New Jersey, pursuant to a Loan Agreement dated as of July 1, 2008, (the Loan Agreement ) by and between the Authority and the Borrower. The Loan Agreement does not secure the Series 2008A Bonds, and the Series 2008A Bonds are not payable from payments made by the Borrower under the Loan Agreement. Such loan will be used to provide funds in an amount sufficient, together with other available moneys, if any, to fund a project consisting of: (i) the acquisition of Saint Michael s Medical Center and the performance of various capital projects with respect thereto, in connection with related acquisitions by certain affiliates of the Borrower of, and the termination of acute care services at, Saint James Hospital and, subject to certain contingencies, Columbus Hospital and the transfer of such acute care services to Saint Michael's Medical Center, all pursuant to the State s Hospital Asset Transformation Program; and (ii) paying the costs of issuing the Series 2008A Bonds. See PURPOSE OF THE ISSUANCE OF THE SERIES 2008A BONDS herein. The Series 2008A Bonds are being issued by the Authority, and the State Contract (as hereinafter defined) is being entered into by the State Treasurer, to provide financial assistance to the Borrower in connection with the consolidation inpatient acute care services in the City of Newark pursuant to the Hospital Asset Transformation Act from three inpatient acute care facilities to one such facility. Upon acquisition of Saint Michael s Medical Center by the Borrower, the Borrower will begin the process of consolidating operations at the site of Saint Michael s Medical Center ( Saint Michael s Site ). Pursuant to the Loan Agreement, the Borrower has represented to the Authority that as soon as practicable, but no later than twelve (12) months from the date of issuance and delivery of the Series 2008A Bonds: (i) all inpatient acute care services at the Columbus Hospital, will cease; (ii) Columbus Hospital will be closed as an inpatient acute care service provider; and (iii) the Borrower will surrender or cause to be surrendered the license to operate Columbus Hospital as an inpatient acute care service provider to the New Jersey Department of Health and Senior Services. The Borrower also has represented that, as soon as practicable, but no later than six (6) months after the acquisition of Saint Michael s Medical Center, the Borrower will re-mission and close, or cause to be remissioned and closed, all inpatient acute care services at Saint James Hospital and Saint James Hospital will be closed as an inpatient acute care service provider, and the Borrower will surrender or cause to be surrendered the license to operate Saint James Hospital as an inpatient acute care service provider to the New Jersey Department of Health and Senior Services. 2

9 The Series 2008A Bonds The Series 2008A Bonds will be dated their date of delivery, and will bear interest from such date, payable semiannually on April 1 and October 1 in each year until maturity, commencing on October 1, The Series 2008A Bonds will bear interest and mature on the dates and in the amounts set forth on the inside front cover page hereof. The Series 2008A Bonds are issuable as fully registered bonds in denominations of $5,000 each or any integral multiple thereof, and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ( DTC ). See THE SERIES 2008A BONDS Book-Entry Only System herein. The Series 2008A Bonds are authorized by and issued under, and in accordance with the provisions of, the Act and the Hospital Asset Transformation Program State Contract Bond Resolution (Saint Michael s Medical Center, Inc., Newark, N.J. Issue), adopted by Authority on April 24, 2008 (the Bond Resolution ), as supplemented by a Series Certificate dated as of the date of sale of the Series 2008A Bonds (the Series Certificate and, together with the Bond Resolution, the Resolution ). Pursuant to the Resolution, the Authority may, with the approval of the State Treasurer, issue Refunding Bonds, in accordance with the requirements of the Resolution, to refund the Series 2008A Bonds in whole or in part (any bonds issued pursuant to the Resolution, the Bonds ). The Bank of New York Mellon, West Paterson, New Jersey, is serving as the trustee, paying agent and bond registrar under the Resolution for the Series 2008A Bonds (the Trustee, Paying Agent and Bond Registrar ). See THE SERIES 2008A BONDS herein. Security for the Series 2008A Bonds The Series 2008A Bonds are special, limited obligations of the Authority payable solely from payments received by the Authority from the State Treasurer pursuant to the Contract Implementing Funding Provisions of the New Jersey Health Care Facilities Financing Authority Law, dated the date of delivery of the Series 2008A Bonds (the State Contract ), by and between the State Treasurer and the Authority, and amounts held under the Resolution. THE PAYMENT OF THE PRINCIPAL OR REDEMPTION PRICE OF AND INTEREST ON THE SERIES 2008A BONDS IS TO BE DERIVED FROM PAYMENTS MADE BY THE STATE TREASURER TO THE AUTHORITY UNDER THE STATE CONTRACT AND CERTAIN AMOUNTS HELD UNDER THE RESOLUTION. THE OBLIGATION OF THE STATE TREASURER TO MAKE SUCH PAYMENTS UNDER THE STATE CONTRACT IS SUBJECT TO AND DEPENDENT UPON APPROPRIATIONS BEING MADE FROM TIME TO TIME BY THE NEW JERSEY STATE LEGISLATURE (THE STATE LEGISLATURE ) FOR SUCH PURPOSE. THE STATE LEGISLATURE HAS NO LEGAL OBLIGATION TO MAKE ANY SUCH APPROPRIATIONS. See APPENDIX I - FINANCIAL AND OTHER INFORMATION RELATING TO THE STATE OF NEW JERSEY. The Authority shall collect and forthwith cause to be deposited with the Trustee all amounts payable to it pursuant to the State Contract. The Authority shall enforce the provisions of the State Contract and agreements thereunder. The Authority will not consent or agree to or permit any amendment, change or modification to any State Contract which would reduce the amounts payable to the Authority or extend the times when such payments are to be made thereunder. THE LOAN AGREEMENT DOES NOT SECURE THE SERIES 2008A BONDS AND THE SERIES 2008A BONDS ARE NOT PAYABLE FROM THE BORROWER S PAYMENTS UNDER THE LOAN AGREEMENT. 3

10 There are no remedies available to the Bondholders in the event that the State Legislature does not appropriate sufficient funds or any funds to make payments when due under the State Contract nor is there any other source of monies from which payment on the Series 2008A Bonds could be made. While the State Legislature has the legal authority to make appropriations, it has no obligation to do so. Neither the failure of the State Legislature to make such appropriation nor non-payment of the Series 2008A Bonds as a result of such failure to appropriate, is an Event of Default under the Resolution or the Series 2008A Bonds and will not give rise to any rights or remedies against the State or the Authority. See SOURCES OF PAYMENT FOR THE SERIES 2008A BONDS Event of Non-Appropriation. See APPENDIX I - FINANCIAL AND OTHER INFORMATION RELATING TO THE STATE OF NEW JERSEY attached hereto for certain financial and other information concerning the State. See SOURCES OF PAYMENT FOR THE SERIES 2008A BONDS herein for a complete description of the security for the Series 2008A Bonds. Limited Obligations of Authority THE STATE IS NOT OBLIGATED TO PAY, AND NEITHER THE FAITH AND CREDIT NOR TAXING POWER OF THE STATE IS PLEDGED TO THE PAYMENT OF, THE PRINCIPAL OR REDEMPTION PRICE, IF ANY, OF OR INTEREST ON THE SERIES 2008A BONDS. THE SERIES 2008A BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY OUT OF THE REVENUES OR OTHER RECEIPTS, FUNDS OR MONEYS OF THE AUTHORITY PLEDGED UNDER THE RESOLUTION AND FROM ANY AMOUNTS OTHERWISE AVAILABLE UNDER THE RESOLUTION FOR THE PAYMENT OF THE SERIES 2008A BONDS. THE SERIES 2008A BONDS DO NOT NOW AND SHALL NEVER CONSTITUTE A CHARGE AGAINST THE GENERAL CREDIT OF THE AUTHORITY. THE AUTHORITY HAS NO TAXING POWER. THE SERIES 2008A BONDS SHALL NOT BE A DEBT OR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY TO THE LIMITED EXTENT SET FORTH IN THE RESOLUTION), EITHER LEGAL, MORAL OR OTHERWISE, AND NOTHING IN THE ACT SHALL BE CONSTRUED TO AUTHORIZE THE AUTHORITY TO INCUR ANY INDEBTEDNESS ON BEHALF OF OR IN ANY WAY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. Continuing Disclosure The Authority, the State Treasurer and the Trustee, as Dissemination Agent, will enter into a Continuing Disclosure Agreement (the Continuing Disclosure Agreement ), dated the date of issuance and delivery of the Series 2008A Bonds, in order to provide certain information on an ongoing basis regarding the State and its finances as well as certain events, if material, affecting the Series 2008A Bonds. The form of the Continuing Disclosure Agreement is attached as FORM OF CONTINUING DISCLOSURE AGREEMENT in Appendix IV hereto. Miscellaneous Certain provisions of the Act, the Resolution, the State Contract and certain provisions of law are summarized, quoted or described in this Official Statement. Such summaries, quotations and descriptions do not purport to be comprehensive or definitive and reference is made to the full text of such documents for a full and complete statement of their respective provisions. Copies of the Resolution, the State Contract and the Continuing Disclosure Agreement are available for inspection at the principal corporate trust office of the Trustee. All inquiries should be directed to the Corporate Trust Department in West Paterson, New Jersey. 4

11 THE AUTHORITY The Authority is a public body corporate and politic, a political subdivision of the State and a public instrumentality organized and existing under and by virtue of the Act. The purpose of the Act is to ensure that all health care organizations have access to financial resources to improve the health and welfare of the citizens of the State. Authority Membership and Organization The Act provides that the Authority shall consist of seven (7) members: the State Commissioner of Health and Senior Services, who shall be Chairman; the State Commissioner of Banking and Insurance; the State Commissioner of Human Services; and four public members who are citizens of the State appointed for terms of four years by the Governor with the advice and consent of the State Senate. Each member holds office for the term of his or her appointment and until his or her successor is appointed and qualified. All Authority members serve without compensation but may be reimbursed for their necessary expenses incurred in their official duties. On or about April 30 of each year, the Authority shall elect from its members a Vice Chairman and may appoint other officers. The members of the Authority are as follows: HEATHER HOWARD, J.D., Chairman (serves during her tenure as Commissioner of Health and Senior Services). JENNIFER VELEZ, ESQ., Member (serves during her tenure as Commissioner of the Department of Human Services). STEVEN M. GOLDMAN, Member (serves during his tenure as Commissioner of the Department of Banking and Insurance). GUSTAV E. ESCHER, III, Vice Chairman (term of office expires April 30, 2010). ULYSSES LEE (term of office expired April 30, 2008; continues to serve until a successor is appointed and qualified). The Authority currently has two public member vacancies. Mark E. Hopkins was appointed as Executive Director of the Authority on August 2, Powers of the Authority Under the terms of the Act, as amended, the powers of the Authority are vested in its members. The Authority has, among others, the following powers: to issue bonds as provided in the Act for the several purposes therein specified, including refunding bonds of the Authority already outstanding; to acquire, lease as lessee or lessor, hold and dispose of real and personal property or any interest therein in the exercise of its powers and the performance of its duties under the Act; by contracts with and for health care organizations (organizations located in the State authorized or permitted by law, whether directly or indirectly through a holding company, partnership or other entity, to provide health care related services or entities affiliated with health care organizations or a group of legally affiliated health care organizations), and pursuant to public bidding requirements of the Act as applicable, to construct, acquire, reconstruct, rehabilitate and improve, and furnish and equip health care organization projects; to enter into contracts for the management and operation of projects in the event of default as described in the Act 5

12 using, however, its best efforts to conclude its position as an operator as soon as practicable; generally to fix and revise from time to time and to charge and collect rates, rents, fees and other charges for the use of and for the services furnished or to be furnished by a project or any portion thereof and to contract with holders of its bonds and with any other person, partnership, association, corporation or other body, public or private, with respect thereto; to make loans to health care organizations for the construction or acquisition of projects in accordance with loan agreements (such loans may not exceed the total cost of the project); to make loans to health care organizations to refund existing bonds, mortgages or advances given or made by the health care organization for the construction of projects to the extent that this will enable the health care organization to offer greater security for loans for new project construction; to enter into agreements, credit agreements or contracts, execute any and all instruments, and do and perform any and all acts or other things necessary, convenient or desirable for the purposes of the Authority or to carry out any power expressly given to the Authority in the Act; and to invest any moneys held in reserve or sinking funds, or any moneys not required for immediate use for disbursement, at the discretion of the Authority, in such obligations as are authorized by Bond Resolution of the Authority. The Act defines a project or health care organization project as the acquisition, construction, improvement, renovation or rehabilitation of lands, buildings, fixtures, equipment and articles of personal property, or other tangible or intangible assets that are necessary or useful in the development, establishment or operation of a health care organization pursuant to the Act. Projects or health care organization projects may include: (i) the financing, refinancing or consolidation of secured or unsecured debt, borrowings or obligations; (ii) the provision of financing for any other expense incurred in the ordinary course of business, all of which lands, buildings, fixtures, equipment and articles of personal property are to be used or occupied by any person in the health care organization; (iii) the acquisition of an entity interest, including capital stock, in a corporation; and (iv) any combination of (i), (ii) and (iii) above which may include any combination of the foregoing undertaken jointly by any health care organization with one or more other health care organizations. Nothing in the Act is to be construed to provide the Authority with greater authority to finance a project for a for-profit health care organization than the New Jersey Economic Development Authority has under its enabling legislation (P.L. 1974, c. 80). Hospital Asset Transformation Program The Hospital Asset Transformation Act (P.L. 2000, c. 98, as amended) amended the Act and established a Hospital Asset Transformation Program within the Authority for the purpose of providing financial assistance by the Authority to nonprofit hospitals in the State, in connection with the termination of the provision of hospital acute care services at a specific location that may no longer be necessary or useful for the provision of such care. The New Jersey Advisory Commission on Hospitals (the Advisory Commission ), convened in 1999, had recommended that the closure of entire hospitals (as opposed to across-the-board downsizing) was the most effective way to deal with the oversupply of hospital beds a root cause of the weak financial condition of the New Jersey hospital industry. The recommendation of the Advisory Commission was a consideration in the creation of the Hospital Asset Transformation Program. Under the Hospital Asset Transformation Act, the Authority, subject to the prior written approval of the State Treasurer, may issue bonds in order to provide, in connection with the Hospital Asset Transformation Program, any nonprofit health care organization in the State with the funds to satisfy the outstanding bonded indebtedness or any other outstanding indebtedness of any hospital in the State; pay the costs of transitioning a general hospital to a nonprofit, non-acute care health care-related facility, including, but not limited to, construction, renovation, equipment, information technology and working capital; pay the costs related to transitioning acute care and related services from the hospital at which inpatient acute care services are to be terminated to an existing nonprofit general hospital, including, but not limited to, construction, renovation, equipment, information technology and working 6

13 capital; pay the costs associated with the closure of a general hospital; pay the costs of the acquisition of a general hospital in the State for the purpose of either (i) moving an existing general hospital s services into the acquired hospital and closing the acquirer s inpatient acute care services, or (ii) closing its inpatient acute care services; pay capitalized interest; fund a debt service reserve fund; pay the costs associated with the issuance of any bonds for any of the aforementioned purposes; or pay other costs specifically related to the closure or transition of inpatient acute care services as identified in the contract with the Treasurer. To secure such bonds, the State Treasurer and the Authority are permitted to enter into one or more contracts providing for the payment by the State Treasurer to the Authority in each State fiscal year, from the State s General Fund, of an amount equivalent to the amount due to be paid in that fiscal year for the debt service on such bonds and any additional costs as authorized pursuant to such contract, subject to and dependent upon appropriation being made by the State Legislature for such purpose. See SOURCES OF PAYMENT FOR THE SERIES 2008A BONDS State Contract herein for a complete description of the obligations of the State with respect to the Series 2008A Bonds. PURPOSE OF ISSUANCE OF SERIES 2008A BONDS The proceeds of the Series 2008A Bonds will be loaned by the Authority to the Borrower pursuant to the Loan Agreement. The Loan Agreement does not secure the Series 2008A Bonds, and the Series 2008A Bonds are not payable from payments made by the Borrower under the Loan Agreement. Such loan will be used by the Borrower to provide funds in an amount sufficient, together with other available moneys, if any, to fund a project consisting of: (i) the acquisition of Saint Michael s Medical Center and the performance of various capital projects with respect thereto, in connection with related acquisitions by certain affiliates of the Borrower of, and the termination of acute care services at, Saint James Hospital and, subject to certain contingencies, Columbus Hospital and the transfer of such acute care services to Saint Michael's Medical Center, all pursuant to the State s Hospital Asset Transformation Program; and (ii) paying the costs of issuing the Series 2008A Bonds (all such uses of proceeds are collectively referred to herein as the 2008 Project ). Capital projects in connection with the acquisition of Saint Michael s Medical Center include, but are not limited to, upgrades to the fire alarm system, roofing repairs, upgrades to the elevators and upgrades to the nursing stations. Approximately $120 million of the proceeds of the Series 2008A Bonds are being used by the Borrower to acquire Saint Michael s Medical Center. Upon issuance and delivery of the Series 2008A Bonds, a portion of the acquisition price of Saint Michael s Medical Center, together with approximately $12,980,833 on deposit in the Debt Service Fund and the Debt Service Reserve Fund established in connection with the 1991 Bonds (as hereinafter defined) and amounts of deposit in the Debt Service Fund and the Debt Service Reserve Fund established in connection with the 1998 Bonds (as hereinafter defined) will be applied to defease the following bonds: (a) the Authority s Revenue Bonds, Columbus Hospital Issue, Series A, originally issued on November 19, 1991 in the aggregate principal amount of $35,500,000 and, as of June 30, 2008, currently outstanding in the aggregate principal amount of $25,500,000 (the 1991 Bonds ); (b) the Authority s Revenue and Refunding Bonds, Cathedral Health Services Issue (FHA Insured Mortgage), Series 1998, originally issued on April 2, 1998 in the aggregate principal amount of $79,505,000 and, as of June 30, 2008, currently outstanding in the aggregate principal amount of $54,035,000 (the 1998 Bonds ); and (c) the Authority s Revenue Bonds, Cathedral Health Services Issue, Series 2002C, originally issued on July 31, 2002 in the aggregate principal amount of $4,400,000 and outstanding as of June 30, 2008 in the aggregate principal amount of $3,265,418 (the 2002C Bonds ) (the 1991 Bonds, the 1998 Bonds and the 2002C Bonds are collectively referred to herein as the Outstanding Bonded Indebtedness ). The balance of the acquisition price, approximately $48 million, is being applied to pay other liabilities of Saint Michael s Medical Center which the Borrower is assuming. See ESTIMATED SOURCES AND USES OF FUNDS herein. 7

14 In addition, approximately $130 million of the proceeds of the Series 2008 Bonds are being used for various capital projects at Saint Michael s Medical Center in connection with the acquisition of Saint Michael s Medical Center and related acquisitions by certain affiliates of the Borrower of, and the termination of acute care services at, Saint James Hospital and, subject to certain contingencies, Columbus Hospital and the transfer of such acute care services to Saint Michael's Medical Center. The Borrower has certified to the Authority that the capital projects are costs which are financeable under the Hospital Asset Transformation Program because they arise from the closure of Saint James and Columbus Hospital and the transitioning of in-patient acute care services to Saint Michael s Medical Center. ESTIMATED SOURCES AND USES OF FUNDS The proceeds of the Series 2008A Bonds are expected to be used as follows: Sources of Funds: Par Amount of Series 2008A Bonds... $252,545,000 Less Net Original Issue Discount... (1,220,623) Uses of Funds: Total Sources of Funds $251,324,377 Acquisition of Saint Michael s Medical Center... $119,691,296 Funding of Capital Projects at Saint Michael s Medical Center ,000,000 Costs of Issuance (1) ,784 Underwriters Discount... 1,280,297 Total Uses of Funds $251,324,377 (1) Includes fees and expenses of Bond Counsel, the Trustee, rating agencies, and other associated bond issuance costs. 8

15 ANNUAL DEBT SERVICE REQUIREMENTS The following table sets forth, for each Fiscal Year ending June 30, the amounts required each year to be made available for the payment of debt service with respect to the Series 2008A Bonds. The principal and interest requirements for each Fiscal Year ending June 30 include the respective amounts required to provide for the payment of interest on each April 1 and October 1 and for the payment of principal on each October 1. Fiscal Year Ending June 30 Principal Interest Total $ 8,802,717 $ 8,802, $3,430,000 13,063,538 16,493, ,615,000 12,887,413 16,502, ,800,000 12,702,038 16,502, ,995,000 12,507,163 16,502, ,435,000 12,296,413 16,731, ,490,000 12,073,288 16,563, ,900,000 11,838,538 16,738, ,950,000 11,592,288 16,542, ,425,000 11,326,131 16,751, ,715,000 11,033,706 16,748, ,030,000 10,717,863 16,747, ,370,000 10,376,863 16,746, ,730,000 10,016,613 16,746, ,115,000 9,635,875 16,750, ,515,000 9,233,550 16,748, ,920,000 8,828,888 16,748, ,325,000 8,422,763 16,747, ,755,000 7,995,763 16,750, ,200,000 7,546,888 16,746, ,675,000 7,075,013 16,750, ,180,000 6,565,913 16,745, ,730,000 6,017,025 16,747, ,310,000 5,438,475 16,748, ,920,000 4,828,688 16,748, ,560,000 4,186,088 16,746, ,240,000 3,508,838 16,748, ,955,000 2,794,969 16,749, ,705,000 2,042,644 16,747, ,500,000 1,249,763 16,749, ,055, ,444 16,476,444 Total $252,545,000 $257,027,149 $509,572,149 9

16 Description of the Series 2008A Bonds THE SERIES 2008A BONDS The Series 2008A Bonds are being issued by the Authority under the Act and pursuant to the Resolution, will be dated their date of delivery and will bear interest from such date, payable semiannually on April 1 and October 1 in each year until maturity (each an Interest Payment Date ), commencing on October 1, The Series 2008A Bonds will bear interest and mature on the dates and in the amounts set forth on the inside front cover page hereof, and will be subject to the redemption provisions set forth below. The Series 2008A Bonds are issuable as fully registered bonds in the denomination of $5,000 each or any integral multiple thereof and, when issued, will be registered in the name of Cede & Co., as nominee for DTC. DTC will act as a securities depository for the Series 2008A Bonds. Purchases of the Series 2008A Bonds will be made in book-entry form, in the denomination of $5,000 or any integral multiple thereof. See THE SERIES 2008A BONDS Book Entry Only System herein. As long as DTC or its nominee, Cede & Co., is the registered owner of the Series 2008A Bonds, payments of principal, redemption price and interest on the Series 2008A Bonds will be made directly to Cede & Co. Interest on the Series 2008A Bonds which is payable and is punctually paid or provided for on any Interest Payment Date will be paid to the registered owner at the close of business on the 15th day (whether or not a Business Day) of the calendar month next preceding each Interest Payment Date (a Record Date ). Interest on each Interest Payment Date is payable by check mailed by the Trustee in its capacity as Paying Agent for the Series 2008A Bonds to the registered holder thereof at its registered address. Any interest on or principal of any Series 2008A Bonds that is payable, but is not punctually paid or provided for, on any Interest Payment Date shall forthwith cease to be payable to the registered owner on the relevant Record Date. Such interest and/or principal shall be paid to the owner in whose name the Series 2008A Bond is registered at the close of business on a special record date to be fixed by the Trustee, such date to be not less than fifteen (15) days prior to the date of proposed payment (a Special Record Date ). The Trustee shall, at the expense of the Authority, cause notice of the proposed payment of such interest and/or principal and Special Record Date therefor to be mailed, first class postage prepaid, to each registered owner at the address as it appears in the Bond Register not less than fifteen (15) days prior to such Special Record Date. For every transfer and exchange of the Series 2008A Bonds, the Beneficial Owner may be charged a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Redemption Prior to Maturity Optional Redemption. The Series 2008A Bonds maturing on and after October 1, 2019 shall be subject to optional redemption prior to maturity, as a whole or in part at any time, at the option of the Authority, upon the terms set forth in the Resolution, on and after October 1, 2018, at a Redemption Price equal to 100% of the principal amount to be redeemed, plus interest accrued thereon to the Redemption Date. The Series 2008A Bonds or portions thereof to be redeemed shall be selected by the Trustee in such order as the Authority shall direct, and within a maturity by lot or in any other customary manner of selection as determined by the Trustee. 10

17 Mandatory Sinking Fund Redemption. The Series 2008A Bonds maturing on October 1, 2023 shall be subject to redemption prior to maturity by operation of the Debt Service Fund, at a Redemption Price of 100% of the principal amount to be redeemed, plus accrued interest thereon to the date of redemption, on October 1 of the years and in the amounts set forth below. The Series 2008A Bonds or portions thereof to be redeemed shall be selected by the Trustee in direct order of maturity, and within a maturity by lot or in any other customary manner determined by the Trustee. Final maturity. Year Amount 2019 $6,030, ,370, ,730, ,115, ,515,000 The Series 2008A Bonds maturing on October 1, 2028 shall be subject to redemption prior to maturity by operation of the Debt Service Fund, at a Redemption Price of 100% of the principal amount to be redeemed, plus accrued interest thereon to the date of redemption, on October 1 of the years and in the amounts set forth below. The Series 2008A Bonds or portions thereof to be redeemed shall be selected by the Trustee in direct order of maturity, and within a maturity by lot or in any other customary manner determined by the Trustee. Final maturity. Year Amount 2024 $7,920, ,325, ,755, ,200, ,675,000 The Series 2008A Bonds maturing on October 1, 2038 shall be subject to redemption prior to maturity by operation of the Debt Service Fund, at a Redemption Price of 100% of the principal amount to be redeemed, plus accrued interest thereon to the date of redemption, on October 1 of the years and in the amounts set forth below. The Series 2008A Bonds or portions thereof to be redeemed shall be selected by the Trustee in direct order of maturity, and within a maturity by lot or in any other customary manner determined by the Trustee. 11

18 Final maturity. Year Amount 2029 $10,180, ,730, ,310, ,920, ,560, ,240, ,955, ,705, ,500, ,055,000 Notice of Redemption So long as DTC or its nominee is the registered owner of the Series 2008A Bonds, the Trustee, the Bond Registrar and the Paying Agent will recognize DTC or its nominee as the Bondholder for all purposes, including notices and voting. Conveyance of notices and other communications by DTC to DTC Participants, by DTC Participants to Indirect Participants, and by DTC Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory and regulatory requirements as may be in effect from time to time. The Trustee shall give notice of redemption to the Bondholders by mail, postage prepaid, mailed not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption. If at the time of mailing of any notice of optional redemption the Authority has not deposited with the Trustee moneys sufficient to redeem all Series 2008A Bonds then to be called for redemption, such notice must state that it is conditional and is subject to the deposit with the Trustee of moneys sufficient to effect such redemption. Such notice of redemption will be of no effect unless the moneys described in the preceding sentence are so deposited. So long as DTC or its nominee is the Bondholder, any failure on the part of DTC or failure on the part of a nominee of a Beneficial Owner (having received notice from a DTC Participant or otherwise) to notify the Beneficial Owner so affected, shall not affect the validity of the redemption. So long as DTC or its nominee is the Bondholder, if less than all of the Series 2008A Bonds of any one maturity shall be called for redemption, the particular Series 2008A Bonds or portions of Series 2008A Bonds of such maturity to be redeemed shall be selected by lot by DTC and the DTC Participants in such manner as DTC and the DTC Participants may determine. Payment of Redeemed Bonds Notice having been given in the manner provided above, Series 2008A Bonds or portions thereof so called for redemption shall become due and payable on the redemption date so designated at the Redemption Price, plus interest accrued and unpaid to the redemption date, and, upon presentation and surrender thereof at the office specified in such notice, such Series 2008A Bonds, or portions thereof, shall be paid at the Redemption Price, plus interest accrued and unpaid to the redemption date, provided that interest shall be payable to the Bondholder in whose name such Series 2008A Bond is registered as of the applicable Record Date. If, on the redemption date, moneys for the redemption together with 12

19 interest to the redemption date, shall be held by the Trustee so as to be available therefor on said date and if notice of redemption shall have been mailed as aforesaid, then, from and after the redemption date, the Series 2008A Bonds so called for redemption shall cease to bear interest and such Series 2008A Bonds shall no longer be considered to be Outstanding under the Resolution. If said moneys shall not be so available on the redemption date, the principal of such Series 2008A Bonds or portions thereof shall continue to bear interest until paid at the same rate as they would have borne had they not been called for redemption. Book-Entry Only System The following description of The Depository Trust Company ( DTC ) New York, New York, and the procedures and record keeping with respect to beneficial ownership interests in the Series 2008A Bonds, payment of principal, interest and other payments on the Series 2008A Bonds to Direct Participants, Indirect Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interests in such Series 2008A Bonds and other related transactions by and between DTC, the Direct Participants, the Indirect Participants and the Beneficial Owners is based solely on information provided by DTC, and the Authority and the State assume no responsibility therefor. Accordingly, no representations can be made concerning these matters and neither the Direct Participants, the Indirect Participants nor the Beneficial Owners should rely on the following information with respect to such matters but should instead confirm the same with DTC or the Direct Participants or the Indirect Participants, as the case may be. Information concerning DTC and the Book-Entry-Only System has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of the Authority or the State. General. The Depository Trust Company ( DTC ), New York, New York will act as securities depository for the Series 2008A Bonds. The Series 2008A Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2008A Bond certificate will be issued for each maturity of the Series 2008A Bonds of each Series each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of the Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has Standard & Poor s highest 13

20 rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at and Purchases of Series 2008A Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2008A Bonds on DTC s records. The ownership interest of each actual purchaser of each 2008 Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2008A Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2008A Bonds, except in the event that use of the book-entry system for the Series 2008A Bonds is discontinued. To facilitate subsequent transfers, all Series 2008A Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2008A Bonds with DTC and their registration in the name of Cede & Co. do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2008A Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2008A Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Series 2008A Bonds within a maturity are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to any matter related to the Series 2008A Bonds unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co. s consenting or voting rights to those Direct Participants to whose accounts the Series 2008A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, redemption premium, if any, and interest payments on the Series 2008A Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts, upon DTC s receipt of funds and corresponding detail information from the Authority or the Trustee on payable dates in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, the Authority or its Paying Agent, if any, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, redemption premium, if any, and interest to Cede & Co., (or such other nominee as may be requested by an authorized representative 14

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