PRELIMINARY OFFICIAL STATEMENT DATED MARCH 28, 2013 Ratings: Fitch: Moodys: S&P:

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1 This is a Preliminary Official Statement and the information contained herein is subject to completion and amendment in a final Official Statement. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities offered hereby in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws of any such jurisdiction. PRELIMINARY OFFICIAL STATEMENT DATED MARCH 28, 2013 Ratings: Fitch: Moodys: S&P: NEW ISSUE BOOK ENTRY ONLY See RATINGS herein In the opinion of Bond Counsel to the Authority, under existing law, interest on the Series 2013 Bonds is excludable 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, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. Such opinion assumes continuing compliance by the Authority and the New Jersey Department of Human Services ( DHS ) with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Series 2013 Bonds in order that the interest thereon be, and continue to be, excludable from gross income for federal income tax purposes. Bond Counsel is also of the opinion that interest on the Series 2013 Bonds and any gain realized on the sale of any Series 2013 Bonds is not includable in gross income under the existing New Jersey Gross Income Tax Act. See TAX MATTERS herein. New Jersey Health Care Facilities Financing Authority $46,120,000* Department of Human Services Lease Revenue Bonds (Greystone Park Psychiatric Hospital Project) Series 2013A $173,000,000* Department of Human Services Lease Revenue Refunding Bonds (Greystone Park Psychiatric Hospital Project) Series 2013B Dated: Date of Delivery Due: September 15, as shown on inside front cover The Department of Human Services Lease Revenue Bonds (Greystone Park Psychiatric Hospital Project) Series 2013A (the Series 2013A Bonds ) and Department of Human Services Lease Revenue Refunding Bonds (Greystone Park Psychiatric Hospital Project) Series 2013B (the Series 2013B Bonds, which collectively with the Series 2013A Bonds are the Series 2013 Bonds ) will be issued by the New Jersey Health Care Facilities Financing Authority (the Authority ) as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ), an automated securities depository and a clearing house for securities transactions. Purchases of beneficial interests in the Series 2013 Bonds will be made in book-entry only form through DTC participants in denominations of $5,000 or any integral multiple thereof, and no physical delivery of the Series 2013 Bonds will be made to purchasers except as provided herein. Provided DTC or its nominee Cede & Co. is the registered owner of the Series 2013 Bonds, payments of the principal of, redemption premium, if any, and interest on the Series 2013 Bonds will be made directly to DTC or its nominee, which is obligated to remit such principal, redemption premium and interest to DTC participants. DTC participants will be responsible for remitting such payments to the beneficial owners of the Series 2013 Bonds. See DESCRIPTION OF THE SERIES 2013 BONDS The DTC Book-Entry Only System herein. Interest on the Series 2013 Bonds will accrue from the date of delivery and is payable on September 15, 2013, and semi-annually on each March 15 and September 15 thereafter until maturity. The Series 2013 Bonds will mature in the amounts and on the dates shown on the inside front cover of this Official Statement. The Series 2013 Bonds are subject to redemption prior to maturity as described herein. The Series 2013 Bonds are being issued in accordance with the provisions of the New Jersey Health Care Facilities Financing Act, constituting Chapter 29 of the New Jersey Laws of 1972 (N.J.S.A. 26:2I-1 et seq.), as amended and supplemented (the Act ) and under and pursuant to the resolution entitled: Resolution Authorizing the Issuance of Department of Human Services Lease Revenue Bonds, (Greystone Park Psychiatric Hospital Project Series 2003) and Determining Other Matters in Connection Therewith adopted by the Authority on November 13, 2003, as supplemented by a resolution of the Authority entitled Resolution Authorizing the Issuance of Department of Human Services Lease Revenue Bonds (Greystone Park Psychiatric Hospital Project) Series 2013 and Determining Other Matters in Connection Therewith adopted by the Authority on March 21, 2013, and a Trust Indenture by and between the Authority and Wachovia Bank, National Association, dated as of December 1, 2003, as supplemented including by a Second Supplemental Trust Indenture dated as of April 1, 2013, by and between the Authority and U.S. Bank National Association, as successor trustee (the Trustee ), as may be supplemented from time to time (collectively, the Indenture ). Previously, the Authority issued its Department of Human Services Lease Revenue Bonds (Greystone Park Psychiatric Hospital Project) Series 2003 (the Series 2003 Bonds ) and its Department of Human Services Lease Revenue Bonds (Greystone Park Psychiatric Hospital Project) Series 2005 (the Series 2005 Bonds, which collectively with the Series 2003 Bonds are the Prior Bonds ). The Series 2013A Bonds are being issued for the purpose of financing (i) the completion of the demolition and remediation of the psychiatric facilities formerly used by Greystone Park Psychiatric Hospital (the 2013 Project Facilities ); (ii) the funding of capitalized interest through March 15, 2014; and (iii) the payment of the costs of such financing (collectively, the 2013 Project ). The Series 2013B Bonds are being issued for the purpose of (i) refunding and defeasing all of the Series 2003 Bonds (the 2003 Bonds to be Refunded ) and the Series 2005 Bonds (the 2005 Bonds to be Refunded and together with the 2003 Bonds to be Refunded, the Bonds to be Refunded ); and (ii) paying the costs of such financing (collectively, the Refunding ). Pursuant to and in accordance with a certain Lease dated as of December 1, 2003 between DHS and the Authority (the Lease ), DHS has leased its possessory rights to certain lands of which it holds fee title interest (hereafter, the Leased Property ), to the Authority. In turn, pursuant to a certain Sublease and Agreement between the Authority and DHS dated as of December 1, 2003 (the Original Agreement ), as amended and supplemented by an Amendment to Agreement and Sublease, dated as of April 1, 2013 (the 2013 Amendment, which collectively with the Original Agreement are the Agreement ), the Authority has subleased the Leased Property to DHS. The Agreement provides for the payment of Basic Rent (as defined herein) by DHS to the Authority in amounts at least equal to the amount necessary, when combined with other moneys available therefor under the Indenture, to pay, when due, the debt service on the Series 2013 Bonds, and any Additional Bonds authorized under (each as hereinafter defined) and secured by the Indenture (the Basic Rent ). The Agreement further provides for the payment by DHS of Additional Rent (as defined herein) to the Authority (together with the Basic Rent, the Rent ). The Series 2013 Bonds are special, limited obligations of the Authority payable from and secured solely by Pledged Revenues (as defined herein) under the Indenture and other Pledged Property (as defined herein) under the Indenture. The Pledged Property has been pledged and assigned by the Authority, pursuant to and in accordance with the terms of the Indenture, to the Trustee for the benefit of holders of all Series of Bonds, including the Series 2013 Bonds. The Agreement provides that DHS shall include in its annual request for appropriation to the Treasurer of the State (the Treasurer ) an amount equal to the Rent payable in the next succeeding Fiscal Year; however, payments to the Authority by DHS pursuant to the Agreement, including payments of Basic Rent, are subject to and dependent upon appropriations being made from time to time by the New Jersey State Legislature (the Legislature ) for such purpose. The Legislature has no legal obligation to make 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 OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE) IS PLEDGED TO THE PAYMENT OF, THE PRINCIPAL OR REDEMPTION PRICE, IF ANY, OF, OR INTEREST ON THE SERIES 2013 BONDS. THE SERIES 2013 BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY OUT OF BASIC RENT RECEIVED FROM DHS AND OTHER PLEDGED PROPERTY UNDER THE INDENTURE. THE SERIES 2013 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 2013 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 INDENTURE), 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. The Series 2013 Bonds are offered when, as and if issued and delivered, subject to the approval of legality by Wolff & Samson PC, West Orange, New Jersey, Bond Counsel, and to certain other conditions. Certain legal matters will be passed upon for the Authority and DHS by the Attorney General of the State of New Jersey. It is expected that the Series 2013 Bonds will be available for delivery to DTC in New York, New York on or about April, Official Statement Dated: April, 2013 * Preliminary, subject to change.

2 New Jersey Health Care Facilities Financing Authority $46,120,000* Department of Human Services Lease Revenue Bonds (Greystone Park Psychiatric Hospital Project) Series 2013A MATURITY SCHEDULE* September 15 (Year) Principal Amount Interest Rate Yield CUSIPS** $.00% Term Bonds Due September 15, 20 To Yield. % $173,000,000* Department of Human Services Lease Revenue Refunding Bonds (Greystone Park Psychiatric Hospital Project) Series 2013B MATURITY SCHEDULE* September 15 (Year) Principal Amount Interest Rate Yield CUSIPS** $.00% Term Bonds Due September 15, 20 To Yield. % * Preliminary, subject to change. ** 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 numbers listed above are being provided solely for the convenience of Bondholders only at the time of issuance of the Series 2013 Bonds and the Authority does not make any representation with respect to such numbers or undertake any responsibility for their 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 2013 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 2013 Bonds.

3 No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations with respect to the Series 2013 Bonds, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the Series 2013 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from sources which are believed to be reliable, but is not guaranteed as to the accuracy or completeness by, 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 such information since the date hereof. Upon issuance, the Series 2013 Bonds will not be registered under the Securities Act of 1933, as amended, or listed on any stock or other securities exchange and the Indenture will not have been qualified under the Trust Indenture Act of 1939, as amended. In reliance upon exemptions contained in such acts, the registration or qualification of the Series 2013 Bonds in accordance with applicable provisions of the securities laws of the states in which the Series 2013 Bonds have been registered or qualified and the exemption from registration or qualification in other states cannot be regarded as a recommendation of the Series 2013 Bonds. Neither these states nor any of their agencies have passed upon the merits of the Series 2013 Bonds or the accuracy or completeness of this Official Statement. Any representation to the contrary may be a criminal offense. Neither the Securities and Exchange Commission nor any other federal, state, municipal or other governmental entity, has passed upon the accuracy or adequacy of this Official Statement or, except for the Authority, approved the Series 2013 Bonds for sale. 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 2013 BONDS IS MADE ONLY BY MEANS OF THIS ENTIRE OFFICIAL STATEMENT. 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 2013 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. The information in this Official Statement concerning The Depository Trust Company ("DTC") and DTC's book-entry system has been obtained from DTC and the Authority takes no responsibility for the accuracy or completeness thereof. Such information has not been independently verified by the Authority and the Authority makes no representation as to the accuracy or completeness of such information.

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5 TABLE OF CONTENTS INTRODUCTION... 1 SOURCES OF PAYMENT AND SECURITY FOR THE SERIES 2013 BONDS... 4 General... 4 The Lease and the Agreement... 6 Remedies upon an Event of Default... 6 State Appropriations for DHS... 7 Event of Non-Appropriation... 7 The 2013 Project Facilities Not Security for the Bonds... 8 No Pledge of the State s Credit... 9 DESCRIPTION OF THE SERIES 2013 BONDS... 9 Dates and Terms... 9 Denomination and Place of Payment... 9 Redemption Provisions... 9 Additional Bonds THE DTC BOOK-ENTRY ONLY SYSTEM The Depository Trust Company THE AUTHORITY Authority Membership Powers of the Authority DHS DESCRIPTION OF THE PROJECT PLAN OF REFUNDING ESTIMATED SOURCES AND USES OF FUNDS ANNUAL DEBT SERVICE SCHEDULE LITIGATION Authority DHS TAX MATTERS Opinion of Bond Counsel New Jersey Gross Income Tax Original Issue Discount Original Issue Premium Certain Federal Tax Consequences Relating to Series 2013 Bonds... 22

6 LEGALITY FOR INVESTMENT AND DEPOSIT CERTAIN LEGAL MATTERS FINANCIAL ADVISOR RATINGS VERIFICATION UNDERWRITING CONTINUING DISCLOSURE MISCELLANEOUS APPENDIX I - APPENDIX II - FINANCIAL AND OTHER INFORMATION RELATING TO THE STATE OF NEW JERSEY COPIES AND FORMS OF THE INDENTURE, THE LEASE AND THE AGREEMENT APPENDIX III - FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX IV - FORM OF BOND COUNSEL OPINION APPENDIX V - SUMMARY OF BONDS TO BE REFUNDED

7 Official Statement of New Jersey Health Care Facilities Financing Authority Relating to $46,120,000 * Department of Human Services Lease Revenue Bonds (Greystone Park Psychiatric Hospital Project) Series 2013A $173,000,000 * Department of Human Services Lease Revenue Refunding Bonds (Greystone Park Psychiatric Hospital Project) Series 2013B INTRODUCTION The purpose of this Official Statement, which includes the cover page and the Appendices, is to furnish information with respect to the $46,120,000 * Department of Human Services Lease Revenue Bonds (Greystone Park Psychiatric Hospital Project) Series 2013A (the 2013A Bonds ) and $173,000,000 * Department of Human Services Lease Revenue Refunding Bonds (Greystone Park Psychiatric Hospital Project) Series 2013B (the 2013B Bonds, which collectively with the 2013A Bonds are the "2013 Bonds") to be issued by the New Jersey Health Care Facilities Financing Authority (the "Authority") in the aggregate principal amount of $219,120,000 *. The Series 2013 Bonds are being issued pursuant to the provisions of the New Jersey Health Care Facilities Financing Authority Law, constituting Chapter 29 of the Laws of 1972 of New Jersey, as amended, N.J.S.A. 26:2I-1 et seq. (the "Act"), and a resolution of the Authority, entitled Resolution Authorizing the Issuance of Department of Human Services Lease Revenue Bonds (Greystone Park Psychiatric Hospital Project) Series 2013 and Determining Other Matters in Connection Therewith" adopted by the Authority on March 21, 2013 (the Resolution ), and a Trust Indenture by and between the Authority and Wachovia Bank, National Association, dated as of December 1, 2003, as supplemented by a Second Supplemental Trust Indenture dated as of April 1, 2013, by and between the Authority and U.S. Bank National Association, as successor trustee (the Trustee ), as may be supplemented from time to time (collectively, the "Indenture"). Capitalized terms used but not defined in this Official Statement shall have the meanings ascribed to such terms in the Indenture. Heretofore, the Authority has issued its Department of Human Services Lease Revenue Bonds (Greystone Park Psychiatric Hospital Project) Series 2003 (the 2003 Bonds ) and its Department of Human Services Lease Revenue Bonds (Greystone Park Psychiatric Hospital Project) Series 2005 (the 2005 Bonds, which collectively with the 2003 Bonds are the Prior Bonds ). The 2013A Bonds are being issued for the purpose of financing the cost of a project consisting of (i) the completion of the demolition and remediation of the psychiatric facilities formerly used by Greystone Park Psychiatric Hospital, Morris County, New Jersey (the 2013 Project Facilities ); (ii) the funding of capitalized interest through March 15, 2014; and (iii) the * Preliminary, subject to change. 1

8 payment of the costs of issuing such bonds (collectively, the 2013 Project ). The 2013B Bonds are being issued for the purpose of (i) refunding and defeasing all of the Series 2003 Bonds (the 2003 Bonds to be Refunded ) and the Series 2005 Bonds (the 2005 Bonds to be Refunded and together with the 2003 Bonds to be Refunded, the Bonds to be Refunded ); and (ii) paying the costs of such financing (collectively, the Refunding ). Pursuant to and in accordance with a certain Lease dated as of December 1, 2003 (the "Lease") between the New Jersey Department of Human Services ("DHS") and the Authority, DHS leased its possessory rights to certain lands to which it has fee simple title (hereinafter the "Leased Property") to the Authority. In turn, pursuant to a certain Sublease and Agreement dated as of December 1, 2003 (the "Original Agreement"), as amended and supplemented by an Amendment to Agreement and Sublease dated as of April 1, 2013 (the 2013 Amendment, which collectively with the Original Agreement are the Agreement ), the Authority has subleased the Leased Property to DHS. The Agreement provides for the payment of Basic Rent (as defined herein) by DHS to the Authority in amounts at least equal to the amount necessary, when combined with other moneys available therefor under the Indenture, to pay, when due, the debt service on the 2003 Bonds, the 2005 Bonds, the Series 2013 Bonds and any Additional Bonds (as hereinafter defined) secured by the Indenture (the "Basic Rent"). The Agreement further provides for the payment by DHS of certain other amounts payable to the Authority under the Agreement, including certain administrative expenses of the Authority ("Additional Rent;" together with the Basic Rent, the "Rent"). The Agreement provides that DHS shall include in its annual request for appropriation to be made to the Treasurer of the State (the "Treasurer") an amount equal to the Rent payable in the next succeeding Fiscal Year. As a component of Pledged Revenues, the Basic Rent and all other Pledged Property are pledged irrevocably by the Authority pursuant to and under the terms of the Indenture to the Trustee for the holders of all Outstanding Series of Bonds, including the Series 2013 Bonds, for the payment of the Principal Amount of, Redemption Price, if any, and interest on any such Bonds, if any. ALTHOUGH THE TERMS OF THE AGREEMENT REQUIRE DHS TO INCLUDE THE RENT IN ITS ANNUAL APPROPRIATIONS REQUEST, THE OBLIGATION OF DHS TO PAY RENT UNDER THE AGREEMENT, INCLUDING THE BASIC RENT SECURING THE SERIES 2013 BONDS, IS SUBJECT TO AND DEPENDENT UPON APPROPRIATIONS BEING MADE FROM TIME TO TIME BY THE NEW JERSEY STATE LEGISLATURE (THE "LEGISLATURE") FOR SUCH PURPOSES. THE LEGISLATURE HAS NO LEGAL OBLIGATION TO MAKE SUCH APPROPRIATIONS. See, "APPENDIX II - COPIES AND FORMS OF THE INDENTURE, THE LEASE AND THE AGREEMENT" herein. The 2013 Project Facilities, the Leased Property, the proceeds of the sale of the Series 2013 Bonds, the Construction Fund, the Costs of Issuance Fund and the Rebate Fund established under the Indenture do not constitute Pledged Property under the Indenture, and are therefore not available as security for holders of Bonds. See, "APPENDIX II - COPIES AND FORMS OF THE INDENTURE, THE LEASE AND THE AGREEMENT" herein. The Series 2013 Bonds will be secured on a parity with all other Outstanding Bonds of the Authority previously or hereafter issued under the Indenture, including Refunding Bonds and Additional Bonds, neither of which are limited in amount of issuance under the Indenture. Under the Indenture, Basic Rent and other Pledged Property shall be made available to the holders of the Outstanding Series 2013 Bonds and any other Outstanding Series of Bonds, if any. 2

9 Upon the issuance of the Series 2013 Bonds, and the defeasance and refunding of the 2003 Bonds to be Refunded and the 2005 Bonds to be Refunded, there will be $219,120,000 * aggregate principal amount of Bonds outstanding under the Indenture. See, "SOURCES OF PAYMENT AND SECURITY FOR THE SERIES 2013 BONDS Additional Bonds" and "APPENDIX II COPIES AND FORMS OF THE INDENTURE, THE LEASE AND THE AGREEMENT" herein. THE STATE IS NOT OBLIGATED TO PAY, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE) IS PLEDGED TO THE PAYMENT OF, THE PRINCIPAL OR REDEMPTION PRICE, IF ANY, OF OR INTEREST ON THE SERIES 2013 BONDS. THE SERIES 2013 BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY OUT OF THE BASIC RENT RECEIVED FROM DHS AND OTHER PLEDGED PROPERTY AVAILABLE UNDER THE INDENTURE. THE SERIES 2013 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 2013 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 INDENTURE), 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 (OTHER THAN THE AUTHORITY TO THE LIMITED EXTENT SET FORTH IN THE INDENTURE). See, "SOURCES OF PAYMENT AND SECURITY FOR THE SERIES 2013 BONDS" and "APPENDIX II COPIES AND FORMS OF THE INDENTURE, THE LEASE AND THE AGREEMENT" herein. Prior to or simultaneously with the issuance of the Series 2013 Bonds, the Authority and the Treasurer will enter into the Continuing Disclosure Agreement (the "Continuing Disclosure Agreement") with the Trustee, as Dissemination Agent, for the benefit of the holders of the Series 2013 Bonds to comply with the secondary market disclosure requirements of the Securities and Exchange Commission's Rule 15c2-12. See, "CONTINUING DISCLOSURE AGREEMENT" and "APPENDIX III FORM OF CONTINUING DISCLOSURE AGREEMENT" herein. This Official Statement, including the Appendices, contains descriptions of, among other things, the sources of payment and security for the Series 2013 Bonds, the terms of the Series 2013 Bonds, the Authority, the 2013 Project, the Refunding, estimated sources and uses of funds, a debt service schedule for the Series 2013 Bonds, information relating to the State and summaries of certain provisions of the Indenture, the Lease and the Agreement. The following descriptions and summaries do not purport to be comprehensive or definitive and are qualified by reference to the laws and to the terms and provisions of the documents, agreements, instruments and other sources to which reference is made herein. Copies of certain laws, documents, agreements and instruments are available from the Authority. See "MISCELLANEOUS" herein. * Preliminary, subject to change. 3

10 General SOURCES OF PAYMENT AND SECURITY FOR THE SERIES 2013 BONDS Under the terms of the Indenture, the Series 2013 Bonds are secured solely by the pledge and assignment of Pledged Property made by the Authority, pursuant to and in accordance with the terms of the Indenture, to the Trustee for the benefit of the holders of all Series of Bonds, including without limitation, the Series 2013 Bonds. The pledge and assignment of the Pledged Property is subject, in all cases, only to the provisions of the Indenture permitting the application of the Pledged Property for the purposes and on the terms and conditions set forth in the Indenture. The pledge and assignment of the Pledged Property as security for the payment of the Principal Amount and Redemption Price of, and interest on, the Bonds shall secure the payment of the Bonds on a parity basis, and nothing contained in the Indenture or any Bond shall be deemed to confer on the Owners of any Bonds any rights to the Pledged Property which are superior or inferior to those of the Owners of any other Bonds. Under the Indenture, the Pledged Property shall immediately be subject to the lien of such pledge without any physical delivery thereof or further act, and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Authority, irrespective of whether such parties have notice thereof. "Pledged Property" shall mean (a) all Pledged Revenues (as hereinafter defined), and all right, title and interest of the Authority to receive Pledged Revenues; and (b) all moneys and securities (and all investment earnings thereon) from time to time held by the Trustee under the Indenture in the Revenue Fund and the Debt Service Fund as defined in and which are established under the Indenture, subject only to the application of such amounts for the purposes authorized in the Indenture. "Pledged Revenues" are defined in the Indenture to include: (i) all amounts payable to the Authority by DHS as Basic Rent under the Agreement; and (ii) any other amounts appropriated by the Legislature and payable to the Authority or the Trustee by DHS and pledged by the Authority as security for the payment of the Bonds. See "APPENDIX II COPIES AND FORMS OF THE INDENTURE, THE LEASE AND THE AGREEMENT" herein. Upon the issuance of the Series 2013 Bonds, and the defeasance and refunding of the 2003 Bonds to be Refunded and the 2005 Bonds to be Refunded, the Series 2013 Bonds will be the only Bonds Outstanding under the Indenture. The Agreement provides, among other things, that DHS shall pay to the Authority Rent in respect of the Leased Property consisting of (i) Basic Rent in amounts at least equal to the sum necessary, when combined with other moneys available under the Indenture, to pay when due the Aggregate Debt Service on all Series of Bonds, including the Series 2013 Bonds, and (ii) Additional Rent, consisting of certain other amounts payable to the Authority under the Agreement, including certain Administrative Expenses of the Authority. Aggregate Debt Service is defined in the Indenture, as of any date of calculation, as the sum of the amounts of Debt Service for such period payable with respect to all Bonds issued and Outstanding under the Indenture, which upon issuance of the Series 2013 Bonds, is limited to such Series of Bonds. Debt Service is defined in the Indenture, as of any date of calculation and with respect to any Series of Bonds, including the Series 2013 Bonds, as an amount equal to the sum of (i) the 4