$7,500,000* BOARD OF REGENTS OF OKLAHOMA CITY COMMUNITY COLLEGE (Oklahoma City, Oklahoma) STUDENT FACILITY REVENUE BONDS, REFUNDING SERIES 2006

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1 PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 9, 2005 This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. NEW ISSUE BOOK-ENTRY ONLY RATINGS: (Insured) (Underlying) Standard & Poor s AAA A- Financial Guaranty Insured In the opinion of Bond Counsel, based on existing statutes and court decisions, assuming continuing compliance with certain covenants and procedures imposed by applicable Federal tax law as described herein, interest on the Bonds is not included in gross income for Federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the Code ). Under existing statutes, interest on the Bonds will not be treated as a preference item in calculating the alternative minimum tax imposed under the Code with respect to individuals and corporations. Such interest, however, is included in the adjusted current earnings of certain corporations for purposes of computing the alternative minimum tax imposed on such corporations. In the opinion of Bond Counsel, interest on the Bonds will be exempt from taxation by the State of Oklahoma and any county, municipality, or political subdivision thereof. The Bonds have been designated qualified tax exempt obligations within the meaning of Section 265(b)(3) of the Code. See TAX MATTERS herein. Dated: February 1, 2006 $7,500,000* BOARD OF REGENTS OF OKLAHOMA CITY COMMUNITY COLLEGE (Oklahoma City, Oklahoma) STUDENT FACILITY REVENUE BONDS, REFUNDING SERIES 2006 Due: July 1, as shown on the Inside Cover The Student Facility Revenue Refunding Bonds, Series 2006 (the Bonds ) are issuable in fully registered form in the denomination of $5,000 or any integral multiples thereof. Interest on the Bonds is payable semi-annually January 1 and July 1, commencing July 1, The Bonds will be initially issued and registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ) pursuant to its Book-Entry Only System. So long as DTC or its nominee remains the registered owner of the Bonds, the principal of and interest on the Bonds will be payable by J. P. Morgan Trust Company, National Association (the Trustee Bank ), to DTC and disbursement of such payments to DTC Participants will be the responsibility of DTC and disbursement of such payments to beneficial owners of the Bonds will be the responsibility of DTC Participants and Indirect Participants. No physical delivery of the Bonds will be made to the owners thereof. The Bonds are subject to redemption prior to maturity as further described herein. The proceeds received from the sale of the Bonds and other funds available to Oklahoma City Community College (the College ) will be used to provide funds to (i) currently refund the Series 1993 Revenue Refunding Bonds, (ii) advance refund a portion of the Series 2000 Student Facility Revenue Bonds, (iii) establish a Bond Fund Reserve and (iv) pay costs of issuance of the Bonds. Payment of the principal of and interest on the Bonds when due will be insured by a municipal bond insurance policy to be issued by Financial Guaranty Insurance Company simultaneously with the delivery of the Bonds. The Bonds are issued on a parity with that portion of Oklahoma City Community College Student Facility Revenue Bonds, Series 2000 which are not being refunded with the proceeds of the Bonds (the Remaining Bonds ) and the College s Student Facility Revenue Bonds, Series 2005 and are payable pari passu from the Pledged Revenues, as defined herein, which shall include (i) a pledge of the Net Revenues, as defined herein, earned from the operation of the Auxiliary Facilities; (ii) all monies in funds and accounts held by the Trustee Bank and available for such payment; (iii) a pledge of the gross receipts of the Student Service Facility Fee, as defined herein; and (iv) a pledge of the gross receipts of the Student Activity Fee, as defined herein. MATURITY SCHEDULE See Inside Cover THE BONDS AND THE INTEREST THEREON ARE NOT A GENERAL OBLIGATION OR AN INDEBTEDNESS OF THE STATE OF OKLAHOMA, THE BOARD OF REGENTS OR THE COLLEGE, BUT ARE LIMITED AND SPECIAL OBLIGATIONS OF THE BOARD PAYABLE SOLELY FROM THE PLEDGED REVENUES. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF OKLAHOMA OR ANY POLITICAL SUBDIVISION, MUNICIPAL CORPORATION OR INSTRUMENTALITY THEREOF IS OBLIGATED TO PAY THE BONDS OR THE INTEREST THEREON. NO TAXING POWERS HAVE BEEN GRANTED TO EITHER THE BOARD OR THE COLLEGE. The Bonds described above are offered for sale subject to the approval of legality by the Attorney General of the State of Oklahoma and by Fagin, Brown, Bush, Tinney & Kiser, Oklahoma City, Oklahoma, Bond Counsel. Certain other legal matters will be passed on by Nancy M. Gerrity, J.D., Counsel to the Board of Regents. It is expected that the Bonds in definitive form will be available for delivery to the DTC in New York, New York on or about February 9, Morgan Keegan & Co. * Preliminary, subject to change. Capital West Securities, Inc. Oppenheim, a division of BOSC, Inc. Financial Advisor WELLSNELSON&ASSOCIATES

2 $7,500,000* BOARD OF REGENTS OF OKLAHOMA CITY COMMUNITY COLLEGE (Oklahoma City, Oklahoma) STUDENT FACILITY REVENUE REFUNDING BONDS SERIES 2006 MATURITY SCHEDULE Maturity Principal (July 1) Amount Coupon Yield CUSIP ** 2018** 2019** 2020** 2022** CUSIP numbers have been assigned to this issue by Standard & Poor s CUSIP Service Bureau, a division of The McGraw Hill Companies, Inc. and are included solely for the convenience of the Owners of the 2006 Bonds. Neither the Board nor the Underwriters shall be responsible for the selection or correctness of the CUSIP numbers to be set forth above. * Preliminary, subject to change. ** Subject to optional redemption beginning July 1, 2016, as herein described.

3 REGARDING USE OF THE OFFICIAL STATEMENT The Bonds are offered only by means of this Official Statement. This Official Statement does not constitute an offering of any security other than the Bonds specifically offered hereby. It does not constitute an offer to sell or a solicitation of an offer to buy the Bonds in any state or jurisdiction to any person to whom it is unlawful to make such offer, solicitation or sale, and no dealer, broker, salesman or other person has been authorized to give any information, to make any representations other than those contained in the Official Statement in connection with the offering of the Bonds and, if given or made, such other information or representations must not be relied upon. The Bonds will not be registered under the Securities Act of 1933, as amended, and the College does not intend to list the Bonds on any stock or other securities exchange. The Securities and Exchange Commission has not passed upon the accuracy or adequacy of this Official Statement. With respect to the various states in which the Bonds may be offered, no attorney general, state official, state agency or bureau, or other state or local governmental entity has passed upon the accuracy or adequacy of this Official Statement or passed on or endorsed the merits of this offering of Bonds. All references made herein to the Bonds are qualified in their entirety by reference to the Bond Resolution. All references made herein to the Bond Resolution are qualified in their entirety by reference to such complete document, original counterparts of which are on file in the offices of the College, 7777 South May Avenue, Oklahoma City, Oklahoma, and the corporate trust offices of J. P. Morgan Trust Company, National Association, formerly Bank One, Oklahoma, NA. The information contained in this Official Statement including the cover page and Exhibits hereto, has been obtained from the College and other sources, which are deemed to be reliable. No representation or warranty is made, however, as to the accuracy or completeness of such information and nothing contained in this Official Statement is or shall be relied upon as a promise or representation by the Financial Advisor or Underwriters. This Official Statement is submitted in connection with the sale of securities as referred to herein and may not be reproduced or used in whole or in part for any other purpose. The delivery of this Official Statement does not at any time imply that information herein is correct as of any time subsequent to its date. For purposes of compliance with Rule 15c2-12(b)(1) of the U. S. Securities and Exchange Commission, this Preliminary Official Statement is deemed final (except for permitted omissions) as of the date hereof. In connection with this offering, the Underwriters may over allot or effect transactions which stabilize or maintain the market price of the Bonds offered hereby at a level above that which might otherwise prevail in the open market. Stabilization, if commenced, may be discontinued at any time. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MARITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND MAY CONSTITUTE A CRIMINAL OFFENSE. i

4 BOARD OF REGENTS OF OKLAHOMA CITY COMMUNITY COLLEGE Helen L. Camey Tom L. Hoskison Ed Chappell Candy K. Hines Robert F. Jenkins Alice Musser James R. White Chairman Vice Chairman Secretary Member Member Member Member COLLEGE OFFICIALS Paul W. Sechrist, Ph.D. Arthur R. Bode Donna S. Nance, CPA Nancy M. Gerrity, J.D. Acting President Vice President for Business and Finance Director of Finance Counsel to the Board of Regents OKLAHOMA STATE REGENTS FOR HIGHER EDUCATION Dr. Paul G. Risser Chancellor Cheryl P. Hunter John Massey Bill W. Burgess, Jr. Marlin Glass, Jr. James D. Harrel Joseph L. Parker William Stuart Price Carl R. Renfro Ronald H. White, M.D. Chairman Vice Chairman Secretary Member Member Member Member Member Member ii

5 TABLE OF CONTENTS Introduction... 1 Oklahoma City Community College and the Board of Regents... 1 Outstanding Bonds... 2 Plan of Refunding and Application of Bond Proceeds... 2 The Bonds... 2 Description... 2 Book-Entry-Only System... 3 Security for the Bonds... 6 Additional Bonds... 7 Terms of Redemption... 8 Bond Insurance... 8 Enrollment, Revenues and Coverage Oklahoma City Community College Risk Factors Tax Matters Certain Federal Tax Consequences Tax Accounting Treatment of Original Issue Discount and Premium Continuing Disclosure No Litigation Certification as to Official Statement Ratings Underwriting Verification of Mathematical Computations Financial Advisor Miscellaneous EXHIBITS A - Annual Debt Service Requirements B - Estimated Combined Debt Service Requirements C - Report on Audits of Financial Statements June 30, 2005 and 2004 D - Summary of Certain Provisions of the Bond Resolution E - Form of Continuing Disclosure Agreement F - Form of Bond Counsel s Opinion G - Form of Municipal Bond Insurance Policy Page iii

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7 OFFICIAL STATEMENT $7,500,000* BOARD OF REGENTS OF OKLAHOMA CITY COMMUNITY COLLEGE (Oklahoma City, Oklahoma) STUDENT FACILITY REVENUE BONDS, REFUNDING SERIES 2006 INTRODUCTION The purpose of this Official Statement is to give certain essential facts relating to the issuance by the Board of Regents (the Board of Regents ) of Oklahoma City Community College (the College ) of its $7,500,000* Student Facility Revenue Refunding Bonds, Series 2006 (the Bonds which, together with any other bonds issued on a parity with such Bonds, shall be referred to herein collectively as the Bonds ). The Bonds are being issued under the provisions of Title 70, Oklahoma Statutes 2001, Sections 4001 et seq, as amended. The Bonds are being issued pursuant to a Supplemental Bond Resolution (the Supplemental Bond Resolution ) dated November 14, 2005, which authorizes the issuance and secures the payment of the Bonds and which supplements and amends Bond Resolutions dated November 9, 1993 and September 25, 2000, collectively the Bond Resolution. The Bonds are issued on a parity with that portion of Oklahoma City Community College Student Facility Revenue Bonds, Series 2000 which are not being refunded with the proceeds of the Bonds (the Remaining Bonds ) and the College s Student Facility Revenue Bonds, Series 2005, pursuant to the Bond Resolution. In addition, the Oklahoma State Regents for Higher Education ( OSRHE ) must approve a Statement of Essential Facts as to the feasibility of the proposed financing. Such approval by the OSRHE was provided December 1, Also, the Council of Bond Oversight for the State of Oklahoma must approve the issuance of the bonds. Such approval was granted on November 17, Furthermore, the Attorney General of the State of Oklahoma must approve the issuance of the bonds. Such approval is expected to be granted on January 6, The Bonds are not obligations of the State of Oklahoma, nor of the College, nor of the Board of Regents thereof, but shall be special obligations payable solely from the Pledged Revenues as hereinafter set forth. The Board of Regents has no taxing power. The proceeds received from the sale of the Bonds and other funds available to Oklahoma City Community College (the College ) will be used to provide funds to (i) currently refund the Series 1993 Revenue Refunding Bonds, (ii) advance refund a portion of the Series 2000 Student Facility Revenue Bonds, (iii) establish a Bond Fund Reserve and (iv) pay costs of issuance of the Bonds. OKLAHOMA CITY COMMUNITY COLLEGE AND THE BOARD OF REGENTS The College is a member of The Oklahoma State System of Higher Education that includes all collegiate institutions in Oklahoma supported in part by State appropriations. The governance of the College is vested in the Board of Regents. The Board of Regents also serves as the Board of Trustees for the South Oklahoma City Area School District. The Board of Trustees takes action to supplement the technical education programs by approving expenditures of a local ad valorem tax levy to enhance the technical education programs of the district. The Board of Regents of the College consists of seven (7) members appointed by the Governor of the State of Oklahoma subject to the confirmation of the State Senate. The members are appointed to serve seven-year overlapping terms. The Board of Regents issues bonds under the provisions of Title 70, Oklahoma Statutes 2001, Sections 4001 et seq, inclusive, as amended. *Preliminary, subject to change 1

8 OUTSTANDING BONDS The Board of Regents has previously issued its Student Facility Revenue Bonds, Refunding Series 1993, in the original principal amount of $4,235,000 of which $1,780,000 are outstanding, and its Student Facility Revenue Bonds Series 2000 in the original principal amount of $7,625,000 of which $6,535,000 are outstanding. The Outstanding Bonds, Series 1993 were used to advance refund the College Student Facility Revenue Bonds, Series 1987 and Series 1988, establish a Bond Fund Reserve and pay costs of issuance of the 1993 Bonds. The Outstanding Bonds, Series 2000 were used to provide funds for the completion of the Library and the completion of the first floor remodel of the main building, establish a Bond Fund Reserve and pay costs of issuance of the Bonds. PLAN OF REFUNDING AND APPLICATION OF BOND PROCEEDS The proceeds received from the sale of the Bonds and other funds available to Oklahoma City Community College (the College ) will be used to provide funds to (i) currently refund the Series 1993 Revenue Refunding Bonds, (ii) advance refund a portion of the Series 2000 Student Facility Revenue Bonds, (iii) establish a Bond Fund Reserve and (iv) pay costs of issuance of the Bonds. Sources: Bond Proceeds $ Accrued Interest Less Original Issue Discount Plus Original Issue Premium Transfer from prior Bond Fund Reserve Account(s) Total Sources $ Uses of Funds: Deposit to Refunding Escrow Fund $ Accrued Interest Underwriters Discount Costs of Issuance* Deposit to Bond Fund Reserve Account Total Uses $ Description * Includes the costs of underwriters expenses, Bond Counsel, rating, insurance premium, printing, Trustee Bank fees, and other costs of issuance. THE BONDS The Bonds in the principal amount of $7,500,000* are dated February 1, The Bonds will bear interest at the rates per annum set forth on the inside of the cover page of this Official Statement, payable semi-annually on January 1 and July 1, of each year, beginning on July 1, 2006 and will mature on July 1 * Preliminary, subject to change. 2

9 in the years and in each of the principal amounts set forth on the inside of the cover page of this Official Statement. The Bonds are initially issuable only to Cede & Co., the nominee of the Depository Trust Company ( DTC ) pursuant to the Book-Entry-Only System described herein. No physical delivery of the Bonds will be made to the purchasers thereof. Principal of and premium, if any, on the Bonds are payable by J. P. Morgan Trust Company, National Association, formerly Bank One, Oklahoma, NA, as Trustee, Registrar and Paying Agent (the Trustee ) to Cede & Co. As long as DTC or its nominee remains registered owner of the Bonds, disbursement of such payment to DTC Participants is the responsibility of DTC and disbursement of such payments to the beneficial owner of the Bonds is the responsibility of DTC Participants and Indirect Participants. Book-Entry-Only System The information in this section, Book-Entry Only System, has been furnished by the Depository Trust Company. No representation is made by the Board of Regents as to the completeness or accuracy of such information or as to the absence of material adverse changes in such information subsequent to the date hereof. No attempt has been made by the Board of Regents to determine whether DTC is or will be financially or otherwise capable of fulfilling its obligations. The Board of Regents shall have no responsibility or obligation to DTC participants, indirect participants or the persons for which they act as nominees with respect to the Bonds, or for any principal, premium, if any, or interest payment thereof. The Depository Trust Company ( DTC ), New York, NY, will act as securities depository for the Bonds. The 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 Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC at the office of the Trustee on behalf of DTC utilizing the DTC FAST system of registration. 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 DTC holds and provides asset servicing for over 2 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments from over 85 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 electronic 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, in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, and 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 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 3

10 Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC s records. The ownership interest of each actual purchaser of each 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 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 the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Participants with DTC (or the Trustee on behalf of DTC utilizing the DTC FAST system of registration) are registered in the name of DTC s partnership nominee, Cede & Co, or such other name as maybe requested by an authorized representative of DTC. The deposit of the Bonds with DTC (or the Trustee on behalf of DTC utilizing the DTC FAST system of registration) and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct or 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. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bond for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices to provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer 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 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, principal and interest payments on the 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 Issuer or the Agent on the payable date 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 Agent, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, principal and interest on the Bonds to Cede & Co. (or such other 4

11 nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. A Beneficial Owner shall give notice to elect to have its Bonds purchased or tendered, through it participant, to the Agent, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the participant s interest in the Bonds, on DTC s records, to the Agent. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied within the ownership rights in the Bonds are transferred by Direct Participants on DTC s records and followed by a book-entry credit to tendered Bonds to the Trustee Bank s DTC account. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond Certificates will be printed and delivered. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Issuer believes to be reliable, but the Issuer takes no responsibility for the accuracy thereof. The College, Board of Regents, Bond Counsel, the Trustee Bank and the Underwriters cannot and do not give any assurances that the DTC Participants will distribute to the Beneficial Owners of the Bonds: (i) payments of principal of or interest on the Bonds; (ii) certificates representing an ownership interest or other confirmation of Beneficial ownership interest in the Bonds; or (iii) redemption or other notices sent to DTC or its nominee, as the Registered Owners of the Bonds; or that they will do so on a timely basis or that DTC or its participants will serve and act in the manner described in this Official Statement. The current Rules applicable to DTC are on file with the Securities and Exchange Commission and the current Procedures of DTC to be followed in dealing with DTC participants are on file with DTC. None of the College, Board of Regents, Bond Counsel, the Trustee Bank nor the Underwriters will have any responsibility or obligation to such DTC participates (Direct or Indirect) or the persons for whom they act as nominees with respect to: (i) the Bonds, (ii) the accuracy of any records maintained by DTC or any DTC participant; (iii) the payment by any DTC participant of any amount due to any Beneficial Owner in respect of the principal amount of or interest on the Bonds; (iv) the delivery by any DTC Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Indenture to be given to Registered Owners (v) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (vi) any consent given or other action taken by DTC as Registered Owner. In reading this Official Statement, it should be understood that while the Bonds are in the Book-Entry system, references in other sections of this Official Statement to Registered Owner should be read to include the Beneficial Owners of the Bonds, but: (i) all rights of ownership must be exercised through DT and the Book-Entry system; and (ii) notices that are to be given to Registered owners by the Board or the Trustee Bank will be given only to DTC. The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that the Board of Regents believes to be reliable, but the Board of Regents takes no responsibility for the accuracy thereof. 5

12 Security for the Bonds The Bonds are issued on a parity with the Outstanding Bonds and are payable pari passu from the sources listed below: A. A lien on and a pledge of the net revenues earned from the operation of the student store, food service, auditorium and the Student Center (collectively, the Auxiliary Facilities ). The net revenues are defined as the gross receipts of the Auxiliary Facilities less the expenses incurred in the operation and maintenance of these facilities including salaries (the Net Revenues ). B. Unencumbered monies in the Funds and Accounts established pursuant to the Bond Resolution pertaining to the Bonds. C. A lien on and a pledge of the gross receipts of the Student Service Facility Fee, imposed upon and collected from each student enrolled in credit courses at the College at the beginning of each semester. The Student Service Facility Fee is currently $7.30 per credit hour. The Board of Regents has covenanted in the Bond Resolution that it will impose and collect the Student Service Facility Fee, as authorized by the OSRHE, from each student enrolled in credit courses at the College at the beginning of each semester, and that this revenue shall be pledged to the payment of debt service requirements on the Bonds. The collection of a Student Service Facility Fee was authorized by the OSRHE on April 25, The College began collecting said fee as of August 1, 1984, and subsequent increases have been approved by the OSRHE. D. A lien on and a pledge of the gross receipts of the Student Activity Fee imposed upon and collected from each student enrolled in credit courses at the College at the beginning of each semester. The Student Activity Fee is currently $5.15 per credit hour. The Board of Regents has covenanted in the Bond Resolution that it will impose and collect the Student Activity Fee, as authorized by the OSRHE, from each student enrolled in credit courses at the College at the beginning of each semester, and that this revenue shall be pledged to the payment of debt service requirements on the Bonds. Student Activity Fee increases have been duly approved by the OSRHE. The Board of Regents covenants in the Bond Resolution to continue to impose and collect the Student Activity Fee and the Student Service Facility Fee (the Student Fees ) as authorized by the OSRHE, and maintain the Auxiliary Facilities Net Revenues in amounts which collectively shall be sufficient to meet 1.25 times the annual debt service requirements on the Bonds. The Board of Regents further covenants that it will permit the prompt payment of the Bonds and any other requirements specified under the Bond Resolution. The Student Fees and the Auxiliary Facilities Net Revenues shall be referred to collectively herein as the Pledged Revenues. The Board of Regents covenants in the Bond Resolution to adjust rates to produce sufficient revenues in excess of amounts otherwise required in accordance with the Bond Resolution to the extent necessary to fund rebate payments required by the Rebate Memorandum and the College s Arbitrage and Use of Proceeds Certificate. Notwithstanding any other provisions of the Bond Resolution or any resolution supplementary or amendatory hereof, the obligation of the Board of Regents referenced herein shall survive and shall remain effective subsequent to the payment of the Bonds, until the satisfaction thereof in conformance with the requirements of the Rebate Memorandum and the College s Arbitrage and Use of Proceeds Certificate. 6

13 The Bonds are not obligations of the State of Oklahoma, nor of the College, nor of the Board of Regents thereof, but shall be special obligations payable solely from the Pledged Revenues. The Board of Regents has no taxing power. Additional Bonds The Board of Regents reserves the right to issue Additional Bonds ( Additional Bonds ) or other obligations payable from the Pledged Revenues for the purpose of making additional improvements to the College, provided in each instance that: A. The improvements and/or additions to be built or acquired from the proceeds of the Additional Bonds shall be made a part of the College and its or their revenues are pledged as additional security for the Additional Bonds and all parity bonds outstanding, including the Bonds; B. The Board shall not at the time be in default as to any covenants, condition or obligation prescribed by the Bond Resolution and that each of the Funds created in the Bond Resolution contain the amount of money then required to be on deposit; C. The Net Revenues pledged and available for debt service including the Student Fees for the fiscal year or twelve months period next preceding the issuance of Additional Bonds are certified by an independent Certified Public Accountant employed by the Board of Regents, to have been equal to at least one and twenty-five hundredths (1.25) times the average annual debt service requirement, on all Bonds then outstanding and payable from the Net Revenues of the System; in making this computation the final maturity or maturities will be reduced by the then current Bond Fund Reserve Account balance; D. The estimated earnings of the improvements and/or additions to be constructed with the proceeds of such Additional Bonds, when added to the estimated future Net Revenues available for debt service including the Student Fees, shall equal at least one and twenty-five hundredths (1.25) times the average annual requirements for principal and interest on all Bonds then outstanding and payable from the revenues of the System and on the Additional Bonds to be so issued, such estimate to be made by the Chief Financial Officer of the College and approved by the President of the College and the Board; in making this computation the final maturity or maturities will be reduced by the then current Reserve Account balance. Calculation of future Net Revenues of the then existing System shall be based on actual net income for the fiscal year next preceding the issuance of Additional Bonds, as adjusted, if necessary, to reflect the schedule of rates and charges including increases in the Student Fees or additional fees to be charged and pledged to the Bonds to become effective in the succeeding fiscal year, and after giving recognition to any anticipated changes in current expenses of the System. E. The money in the Bond Fund shall be used solely for the payment of the debt service requirements of the Bonds and all Additional Bonds secured equally therewith as to which there would be a default if the money were not so used. In the event Additional Bonds are issued on a parity with the Bonds, as herein provided, the bond resolution authorizing such Additional Bonds shall provide for an identical flow of funds as heretofore prescribed and shall specify that all revenue deposited into the Funds and Accounts already established shall be commingled. It shall also provide, to the extent determined by federal tax rules, for increased payments into the Reserve Account, as an additional reserve, such sums so that the Bond Fund Reserve Account will in not more than five years contain a balance of not less than the average annual principal and interest requirements on all parity revenue bonds outstanding after the Additional Bonds proposed to be issued are issued. 7

14 F. Prior to issuance of any Additional Bonds, if it is required in the resolution pertaining thereto that surplus revenues be used to accelerate retirement of debt then such provisions shall apply on a pro rata basis to the Bonds. Terms of Redemption The Bonds are subject to redemption prior to maturity as described in this section of the Official Statement. Optional Redemption The Board of Regents reserves the right, at its option, to redeem Bonds having stated maturities on and after July 1, 2017, in whole or in part in principal amount of $5,000 or any integral multiple thereof, on July 1, 2016, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. If less than all of the Bonds are to be redeemed, the Board of Regents may select the maturities of Bonds to be redeemed. If a Bond (or any portion of the principal sum thereof) shall have been called for redemption and notice of such redemption shall have been given, such Bond (or the principal amount thereof to be redeemed) shall become due and payable on such redemption date and interest thereon shall cease to accrue from and after the redemption date, provided funds for the payment of the redemption price and accrued interest thereon are held by the Trustee on the redemption date. Notice of Redemption Notice of any call for redemption will be given by the Trustee Bank, identifying the Bonds to be redeemed, not less than thirty (30) days nor more than sixty (60) days prior to the redemption date, by mailing a copy of the redemption notice by first class mail to the registered owner. No further interest will accrue on the principal of any Bonds duly called for redemption from and after the date fixed for redemption if payment of the redemption price thereof has been duly provided for. BOND INSURANCE Financial Guaranty has supplied the following information for inclusion in this Official Statement. No representation is made by the issuer or the underwriter as to the accuracy or completeness of this information. Payments Under the Policy Concurrently with the issuance of the Bonds, Financial Guaranty Insurance Company ( Financial Guaranty ) will issue its Municipal Bond New Issue Insurance Policy for the Bonds (the Policy ). The Policy unconditionally guarantees the payment of that portion of the principal or accreted value (if applicable) of and interest on the Bonds which has become due for payment, but shall be unpaid by reason of nonpayment by the issuer of the Bonds (the Issuer ). Financial Guaranty will make such payments to U.S. Bank Trust National Association, or its successor as its agent (the Fiscal Agent ), on the later of the date on which such principal, accreted value or interest (as applicable) is due or on the business day next following the day on which Financial Guaranty shall have received notice (in accordance with the terms of the Policy) from an owner of Bonds or the trustee or paying agent (if any) of the nonpayment of such amount by the Issuer. The Fiscal Agent will disburse such amount due on any Bond to its owner upon receipt by the Fiscal Agent of evidence satisfactory to the Fiscal Agent of the owner s right to receive payment of the principal, accreted value or interest (as applicable) due for payment and evidence, including any appropriate instruments of assignment, that all of such owner s rights to payment of such principal, accreted value or interest (as applicable) shall be vested in Financial Guaranty. The term nonpayment in respect of a Bond includes any payment of principal, accreted 8

15 value or interest (as applicable) made to an owner of a Bond which has been recovered from such owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final, nonappealable order of a court having competent jurisdiction. Once issued, the Policy is non-cancellable by Financial Guaranty. The Policy covers failure to pay principal (or accreted value, if applicable) of the Bonds on their stated maturity dates and their mandatory sinking fund redemption dates, and not on any other date on which the Bonds may have been otherwise called for redemption, accelerated or advanced in maturity. The Policy also covers the failure to pay interest on the stated date for its payment. In the event that payment of the Bonds is accelerated, Financial Guaranty will only be obligated to pay principal (or accreted value, if applicable) and interest in the originally scheduled amounts on the originally scheduled payment dates. Upon such payment, Financial Guaranty will become the owner of the Bond, appurtenant coupon or right to payment of principal or interest on such Bond and will be fully subrogated to all of the Bondholder s rights thereunder. The Policy does not insure any risk other than Nonpayment by the Issuer, as defined in the Policy. Specifically, the Policy does not cover: (i) payment on acceleration, as a result of a call for redemption (other than mandatory sinking fund redemption) or as a result of any other advancement of maturity; (ii) payment of any redemption, prepayment or acceleration premium; or (iii) nonpayment of principal (or accreted value, if applicable) or interest caused by the insolvency or negligence or any other act or omission of the trustee or paying agent, if any. As a condition of its commitment to insure Bonds, Financial Guaranty may be granted certain rights under the Bond documentation. The specific rights, if any, granted to Financial Guaranty in connection with its insurance of the Bonds may be set forth in the description of the principal legal documents appearing elsewhere in this Official Statement, and reference should be made thereto. The Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New York Insurance Law. Financial Guaranty Insurance Company Financial Guaranty, a New York stock insurance corporation, is a direct, wholly-owned subsidiary of FGIC Corporation, a Delaware corporation, and provides financial guaranty insurance for public finance and structured finance obligations. Financial Guaranty is licensed to engage in financial guaranty insurance in all 50 states, the District of Columbia, the U.S. Virgin Islands, the Commonwealth of Puerto Rico and, through a branch, in the United Kingdom. On December 18, 2003, an investor group consisting of The PMI Group, Inc. ( PMI ), affiliates of The Blackstone Group L.P. ( Blackstone ), affiliates of The Cypress Group L.L.C. ( Cypress ) and affiliates of CIVC Partners L.P. ( CIVC ) acquired FGIC Corporation (the FGIC Acquisition ) from a subsidiary of General Electric Capital Corporation ( GE Capital ). PMI, Blackstone, Cypress and CIVC acquired approximately 42%, 23%, 23% and 7%, respectively, of FGIC Corporation s common stock. FGIC Corporation paid GE Capital approximately $284.3 million in pre-closing dividends from the proceeds of dividends it, in turn, had received from Financial Guaranty, and GE Capital retained approximately $234.6 million in liquidation preference of FGIC Corporation s convertible participating preferred stock and approximately 5% of FGIC Corporation s common stock. Neither FGIC Corporation nor any of its shareholders is obligated to pay any debts of Financial Guaranty or any claims under any insurance policy, including the Policy, issued by Financial Guaranty. Financial Guaranty is subject to the insurance laws and regulations of the State of New York, where it is domiciled, including Article 69 of the New York Insurance Law ( Article 69 ), a comprehensive financial 9

16 guaranty insurance statute. Financial Guaranty is also subject to the insurance laws and regulations of all other jurisdictions in which it is licensed to transact insurance business. The insurance laws and regulations, as well as the level of supervisory authority that may be exercised by the various insurance regulators, vary by jurisdiction, but generally require insurance companies to maintain minimum standards of business conduct and solvency, to meet certain financial tests, to comply with requirements concerning permitted investments and the use of policy forms and premium rates and to file quarterly and annual financial statements on the basis of statutory accounting principles ( SAP ) and other reports. In addition, Article 69, among other things, limits the business of each financial guaranty insurer, including Financial Guaranty, to financial guaranty insurance and certain related lines. For the nine months ended September 30, 2005, and the years ended December 31, 2004, and December 31, 2003, Financial Guaranty had written directly or assumed through reinsurance, guaranties of approximately $58.5 billion, $59.5 billion and $42.4 billion par value of securities, respectively (of which approximately 55%, 56% and 79%, respectively, constituted guaranties of municipal bonds), for which it had collected gross premiums of approximately $312.5 million, $323.6 million and $260.3 million, respectively. For the nine months ended September 30, 2005, Financial Guaranty had reinsured, through facultative and excess of loss arrangements, approximately 7.8% of the risks it had written. As of September 30, 2005, Financial Guaranty had net admitted assets of approximately $3.401 billion, total liabilities of approximately $2.246 billion, and total capital and policyholders surplus of approximately $1.155 billion, determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities. The unaudited financial statements of Financial Guaranty as of September 30, 2005, the audited financial statements of Financial Guaranty as of December 31, 2004, and the audited financial statements of Financial Guaranty as of December 31, 2003, which have been filed with the Nationally Recognized Municipal Securities Information Repositories ( NRMSIRs ), are hereby included by specific reference in this Official Statement. Any statement contained herein under the heading BOND INSURANCE, or in any documents included by specific reference herein, shall be modified or superseded to the extent required by any statement in any document subsequently filed by Financial Guaranty with such NRMSIRs, and shall not be deemed, except as so modified or superseded, to constitute a part of this Official Statement. All financial statements of Financial Guaranty (if any) included in documents filed by Financial Guaranty with the NRMSIRs subsequent to the date of this Official Statement and prior to the termination of the offering of the Bonds shall be deemed to be included by specific reference into this Official Statement and to be a part hereof from the respective dates of filing of such documents. Financial Guaranty also prepares quarterly and annual financial statements on the basis of generally accepted accounting principles. Copies of Financial Guaranty s most recent GAAP and SAP financial statements are available upon request to: Financial Guaranty Insurance Company, 125 Park Avenue, New York, NY 10017, Attention: Corporate Communications Department. Financial Guaranty s telephone number is (212) Financial Guaranty s Credit Ratings The financial strength of Financial Guaranty is rated AAA by Standard & Poor s, a Division of The McGraw-Hill Companies, Inc., Aaa by Moody s Investors Service, and AAA by Fitch Ratings. Each rating of Financial Guaranty should be evaluated independently. The ratings reflect the respective ratings agencies current assessments of the insurance financial strength of Financial Guaranty. Any further explanation of any rating may be obtained only from the applicable rating agency. These ratings are not recommendations to buy, sell or hold the Bonds, and are subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of any of the above ratings may have an adverse effect 10

17 on the market price of the Bonds. Financial Guaranty does not guarantee the market price or investment value of the Bonds nor does it guarantee that the ratings on the Bonds will not be revised or withdrawn. Neither Financial Guaranty nor any of its affiliates accepts any responsibility for the accuracy or completeness of the Official Statement or any information or disclosure that is provided to potential purchasers of the Bonds, or omitted from such disclosure, other than with respect to the accuracy of information with respect to Financial Guaranty or the Policy under the heading BOND INSURANCE. In addition, Financial Guaranty makes no representation regarding the Bonds or the advisability of investing in the Bonds. Enrollment ENROLLMENT, REVENUES AND COVERAGE Enrollment periods for the College include Fall and Spring semesters and the Summer session. Between Fiscal Years 1996 and 2005, the full-time equivalent ( FTE ) enrollment at the College has increased 48.4%. The total head count enrollment and FTE for the Fiscal Years were as follows: Fiscal Year Student Ending Head Count Credit Annualized June 30 Enrollment* Hours FTE** , ,140 8, , ,560 7, , ,510 7, , ,340 6, , ,930 5, , ,990 5, , ,480 5, , ,760 5, , ,240 5, , ,500 5,550 * For each Fiscal Year shown, the enrollment figures reflect data from the Summer, Fall, and Spring semesters just prior to the Fiscal Year end date. For example, the enrollment figures for the Fiscal Year Ended June 30, 2004 include data from Summer 2003, Fall 2003, and Spring ** 30 Student Credit Hours = 1 Annualized FTE. Enrollment projections provided by College administration for the Fiscal Years 2006 through 2010 are as follows: Fiscal Year Full Year Ending Student Annualized June 30 Credit Hours FTE* ,550 8, ,200 8, ,060 9, ,160 9, ,500 9,550 * 30 Student Credit Hours = 1 Annualized FTE. 11

18 Revenues Net Revenues - For the Fiscal Years 2001 through 2005 the Net Revenues from the Auxiliary Facilities were as follows: Fiscal Year Ending June 30 Amount 2005 $1,011, , , , ,844 The College administration projects the Net Revenues from the operation of the Auxiliary Facilities for the Fiscal Years 2006 through 2010 to be as follows: Fiscal Year Ending June 30 Amount 2006 $1,127, ,254, ,394, ,548, ,716,284 Student Activity Fee - The amount of Student Activity Fee revenues available in any given year are a direct result of the student enrollment at the College. For the Fiscal Years 2001 through 2005 the Student Activity Fee collections for the College were as follows: Fiscal Year Amount Per Ending June 30 Amount* Credit Hour 2005 $1,038,057 $ ,004, , , , The College administration projects the revenues from the Student Activity Fee for the Fiscal Years 2006 through 2010 to be as follows: Fiscal Year Amount Per Ending June 30 Amount* Credit Hour 2006 $1,069,199 $ ,101, ,134, ,168, ,203, * The actual revenues generated by the Student Activity Fee are affected by off campus enrollments, which constitute an average of 6% of the College s total FTE and on which the Student Activity Fee is not assessed. The above revenue figures have been adjusted to reflect these factors. 12

19 Student Service Facility Fee The amount of Student Service Facility Fee revenues available in any given year are a direct result of the student enrollment at the College. The collections of the Student Service Facility Fee for Fiscal Years 2001 through 2005 were as follows: Fiscal Year Amount Per Ending June 30 Amount* Credit Hour 2005 $1,429,940 $ , , , , The College administration projects the revenues from the Student Service Facility Fee for the Fiscal Years 2006 through 2010 to be as follows: Fiscal Year Amount Per Ending June 30 Amount* Credit Hour 2006 $1,472,838 $ ,517, ,562, ,609, ,657, * The actual revenues generated by the Student Service Facility Fee are affected by off campus enrollments, which constitute an average of 6% of the College s total FTE and on which the Student Service Facility Fee is not assessed. The above revenue figures have been adjusted to reflect these factors. Coverage The following table sets forth the historical revenues, debt service requirements and coverage on the Bonds and the projected revenues, debt service requirements and the coverage of the Outstanding Bonds and the Series 2006 Bonds. Historical Fiscal Year Student Auxiliary Annual Ending Student Service Facilities Debt June 30 Activity Fee Facility Fee Net Revenue Total Service Coverage 2005 $1,038,057 $1,429,940 $1,011,891 $3,479,889 $966, x ,004, , ,079 2,412, , x , , ,840 1,937, , x , , ,626 2,044, , x , , ,844 1,862, , x Projected Fiscal Year Student Auxiliary Ending Student Service Facilities Annual June 30 Activity Fee Facility Fee Net Revenue Total Debt Service Coverage 2006 $1,069,199 $1,472,838 $1,127,733 $3,669,770 $1,661, x ,101,275 1,517,024 1,254,975 3,873,273 1,611, x ,134,313 1,562,534 1,394,686 4,091,533 1,538, x ,168,343 1,609,410 1,548,032 4,325,785 1,542, x ,203,393 1,657,693 1,716,284 4,577,370 1,539, x 13

20 Historical and General Information OKLAHOMA CITY COMMUNITY COLLEGE Oklahoma City Community College, first known as South Oklahoma City Junior College, was founded in The first classes were held in the fall of The College, with an initial enrollment of 1,049 students, was formally dedicated on October 8, The 143 acre site of the present campus was identified in 1971 and a bond issue, approved by the voters of the South Oklahoma City Junior College vocational-technical area school district, provided capital funds. Construction of the first college buildings was begun in The College has grown from an initial enrollment of 912 full time equivalent students to the present level of 8,238 FTE students. The College was formally accepted in The Oklahoma State System of Higher Education in 1974 and nine years later legislation was enacted which changed the name of the College to Oklahoma City Community College. The College is located at 7777 South May Avenue, Oklahoma City, Oklahoma. Students may select undergraduate study for forty-six (46) associate degrees in seventy-six (76) areas. Accreditation Oklahoma City Community College is currently governed by the Oklahoma City Community College Board of Regents. The College is a part of the Oklahoma State System of Higher Education, which is governed by the OSRHE. Oklahoma City Community College is accredited by the North Central Association of Colleges and Schools. The College s Associate Degree Nursing Program is accredited by the Board of Nurses Registration and Nursing Education of Oklahoma, and the National League for Nursing. The Occupational Therapy Assistant Program is accredited by the National Board for Certification on Occupational Therapy, Inc. The Physical Therapy Assistant Program is accredited by the Committee on Accreditation for Physical Therapy Education. The Emergency Medical Technology Program is accredited by the Commission on Accreditation of Educational Programs for the Emergency Medical Services Program. Nature of the Student Body As previously mentioned, the official number of full time equivalent students enrolled for fiscal year 2005 was 8,238. The students primarily come from the Oklahoma City metropolitan area; however, there are students from several states and from several countries outside of the United States. The average age of the student attending the College is 26.5 years. The enrollment figures for the previous seven (7) years show the growth trend experienced by the College: Year FTE , , , , , , ,416 14