MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, AND PRICES OR YIELDS

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1 NEW ISSUE RATINGS (Book-Entry Only) Moody s: Aaa (under review for possible downgrade) Standard & Poor s: AAA (stable) See MISCELLANEOUS - Ratings herein. Interest on the Series 2008 Bonds is included in gross income for federal income tax purposes and therefore is not exempt from federal or State of Georgia income taxation. See LEGAL MATTERS - Certain Tax Consequences of Owning Series 2008 Bonds herein. $34,060,000 COLLEGE PARK BUSINESS AND INDUSTRIAL DEVELOPMENT AUTHORITY (GEORGIA) Economic Development Taxable Revenue Bonds (Gateway Project), Series 2008 Dated: Date of Issuance Due: February 1, as shown below Since the Preliminary Official Statement, dated August 8, 2008, was circulated, certain additions, revisions, and corrections have been made to the material appearing under the captions INTRODUCTION - Continuing Disclosure, PLAN OF FINANCING - Development of the 2008 Project, THE HOTEL DEVELOPERS - Members and Manager, THE CITY - City Facilities, CITY DEBT STRUCTURE, CITY AD VALOREM TAXATION - Historical Property Tax Data, CITY FINANCIAL INFORMATION, and APPENDIX B: DEFINITIONS AND SUMMARIES OF PRINCIPAL DOCUMENTS. As a result, the material appearing herein under these captions should be re-read in its entirety. The Economic Development Taxable Revenue Bonds (Gateway Project), Series 2008 (the Series 2008 Bonds ) are being issued by the College Park Business and Industrial Development Authority (the Authority ) for the purpose of financing a portion of the costs of acquiring, constructing, and installing an approximately 400-key first class headquarters hotel and an approximately 147-key select service hotel (collectively the 2008 Project ). The 2008 Project constitutes the hotel components of a phased mixed-use development consisting of office, retail, hotel, and parking components (the Project ), to be located on an approximately acre site (the Site ) owned by the Authority. The Site is adjacent to the site of the Authority s approximately 400,000 square foot multi-use convention center facility, known as the Georgia International Convention Center, which the City of College Park (the City ) leases from the Authority. See PLAN OF FINANCING herein. Interest on the Series 2008 Bonds is payable semiannually on February 1 and August 1 of each year, commencing on February 1, All Series 2008 Bonds bear interest from their date of issuance. See INTRODUCTION - Description of the Series 2008 Bonds herein. The Series 2008 Bonds are special limited obligations of the Authority payable solely from and secured by amounts pledged (the Trust Estate ) under a Trust Indenture and Security Agreement (the Indenture ), to be dated as of September 1, 2008, between the Authority and U.S. Bank National Association, as trustee. The Trust Estate consists primarily of amounts to be paid to the Authority under (1) a Parcel Pilot Agreement (Tract 3-Headquarters Hotel) (the Headquarters Hotel Project Parcel Pilot Agreement ), to be dated as of September 1, 2008, between the Authority and College Park Gateway Hotel One, LLC (the Headquarters Hotel Project Developer ), (2) a Parcel Pilot Agreement (Tract 8-Suites Hotel) (the Suites Hotel Project Parcel Pilot Agreement ), to be dated as of September 1, 2008, between the Authority and College Park Gateway Hotel Two, LLC (the Suites Hotel Project Developer ), and (3) the hereinafter described Contract. Since the Project will be owned by the Authority, the Project will be exempt from ad valorem taxation, but the Headquarters Hotel Project Parcel Pilot Agreement and the Suites Hotel Project Parcel Pilot Agreement (collectively the Hotel Pilot Agreements ) will obligate the Headquarters Hotel Project Developer and the Suites Hotel Project Developer (collectively the Hotel Developers ), respectively, to make payments in lieu of ad valorem property taxes to the Authority pursuant to the terms of the respective Hotel Pilot Agreements. In addition, the Authority and the City will enter into an Intergovernmental Economic Development Contract (the Contract ), to be dated as of September 1, 2008, under the terms of which the City will agree to make payments to the Authority in amounts sufficient to enable the Authority to pay the principal of, premium, if any, and interest on the Series 2008 Bonds when due, to the extent the payments derived from the Hotel Pilot Agreements are insufficient for such purposes. The City will agree in the Contract to levy an annual ad valorem tax on all taxable property located within the corporate limits of the City, at such rates, without limitation as to rate or amount, as may be necessary to produce in each year revenues that are sufficient to fulfill the City s obligations under the Contract. See SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2008 BONDS herein. The Series 2008 Bonds are subject to optional and mandatory redemption prior to maturity as described herein. See THE SERIES 2008 BONDS - Redemption herein. The scheduled payment of principal of and interest on the Series 2008 Bonds when due will be guaranteed under a financial guaranty insurance policy to be issued concurrently with the delivery of the Series 2008 Bonds by ASSURED GUARANTY CORP. MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, AND PRICES OR YIELDS $3,975,000 Serial Bonds Principal Interest Principal Interest Maturity Amount Rate Price Maturity Amount Rate Price 2012 $480, % 100% 2016 $595, % 100% , , , , , $4,110, % Term Bonds due February 1, 2023, Priced at 100% $5,800, % Term Bonds due February 1, 2028, Priced at % to Yield 7.16% $20,175, % Term Bonds due February 1, 2038, Priced at % to Yield 7.41% THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THESE ISSUES. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO MAKING AN INFORMED INVESTMENT DECISION. The Series 2008 Bonds are offered when, as, and if issued by the Authority and accepted by the Underwriters, subject to prior sale and to withdrawal or modification of the offer without notice, and are subject to the approving opinion of Kilpatrick Stockton LLP, Atlanta, Georgia, Bond Counsel. Certain legal matters will be passed on for the Authority by its counsel, Mack & Harris, P.C., Jonesboro, Georgia, for the Hotel Developers by their counsel, Sheley & Hall, P.C., Atlanta, Georgia, for the City by its counsel, Fincher, Denmark & Williams, LLC, Jonesboro, Georgia, and for the Underwriters by their counsel, Kilpatrick Stockton LLP, Atlanta, Georgia. The Series 2008 Bonds in definitive form are expected to be delivered to The Depository Trust Company in New York, New York on or about September 9, STERNE, AGEE & LEACH, INC. Dated: August 19, 2008 MORGAN KEEGAN & COMPANY, INC.

2 PARTICIPANTS IN FINANCING Authority COLLEGE PARK BUSINESS AND INDUSTRIAL DEVELOPMENT AUTHORITY College Park, Georgia Hotel Developers COLLEGE PARK GATEWAY HOTEL ONE, LLC Atlanta, Georgia COLLEGE PARK GATEWAY HOTEL TWO, LLC Atlanta, Georgia City CITY OF COLLEGE PARK College Park, Georgia Trustee U.S. BANK NATIONAL ASSOCIATION Atlanta, Georgia Underwriters STERNE, AGEE & LEACH, INC. Atlanta, Georgia MORGAN KEEGAN & CO., INC. Atlanta, Georgia City s Auditors MAULDIN & JENKINS, LLC Atlanta, Georgia Counsel to the Authority MACK & HARRIS, P.C. Jonesboro, Georgia Counsel to the Hotel Developers SHELEY & HALL, P.C. Atlanta, Georgia Counsel to the City FINCHER, DENMARK & WILLIAMS, LLC Jonesboro, Georgia Bond Counsel and Counsel to the Underwriters KILPATRICK STOCKTON LLP Atlanta, Georgia

3 TABLE OF CONTENTS Page INTRODUCTION... 1 The Authority... 1 The Hotel Developers... 1 The City... 2 The Trustee... 2 Purpose of the Series 2008 Bonds... 2 Security and Sources of Payment for the Series 2008 Bonds... 2 Description of the Series 2008 Bonds... 3 Tax Consequences... 3 Professionals Involved in the Offering... 3 Legal Authority... 4 Offering and Delivery of the Series 2008 Bonds... 4 Continuing Disclosure... 4 Other Information... 4 PLAN OF FINANCING... 6 Estimated Sources and Applications of Funds... 6 The 2008 Project... 6 Hotel Lender and Hotel Developer Loans... 8 Development of the 2008 Project... 9 THE SERIES 2008 BONDS Description Redemption Book-Entry Only System Legal Authority Investments Principal and Interest Requirements SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2008 BONDS Hotel Pilot Agreements Contract Indenture Bond Insurance Limited Obligations Enforceability of Remedies BOND INSURANCE Bond Insurance Policy The Bond Insurer THE AUTHORITY THE HOTEL DEVELOPERS Introduction Members and Manager THE CITY Introduction City Administration and Officials City Services (i)

4 City Facilities Demographic Information Economic Information Employees, Employee Relations, and Labor Organizations Effect of Hartsfield-Jackson Atlanta International Airport CITY DEBT STRUCTURE Summary of City Debt By Category Proposed Debt Debt Service Requirements Overlapping Debt Debt Ratios Debt History Limitations on City Debt CITY AD VALOREM TAXATION Introduction Property Subject to Taxation Assessed Value Annual Tax Levy Property Tax Collections Historical Property Tax Data Ten Largest Taxpayers CITY FINANCIAL INFORMATION Accounting System and Policies Five Year General Fund History Management Comments Concerning Material Trends in Revenues and Expenditures Budgetary Process General Fund Budgets Capital Improvements Sources of Tax Revenues Employee Benefits Insurance Coverage and Governmental Immunity LEGAL MATTERS Pending Litigation Certain Tax Consequences of Owning Series 2008 Bonds Validation Proceedings Closing Certificates MISCELLANEOUS Ratings Underwriting Independent Auditors Additional Information CERTIFICATION Page (ii)

5 APPENDIX A: FINANCIAL STATEMENTS OF THE CITY... A-1 APPENDIX B: DEFINITIONS AND SUMMARIES OF PRINCIPAL DOCUMENTS... B-1 Definitions... B-1 The Hotel Pilot Agreements... B-5 The Contract... B-7 The Indenture... B-9 The Continuing Disclosure Agreements... B-17 The Continuing Disclosure Certificate... B-20 APPENDIX C: FORM OF LEGAL OPINION... C-1 APPENDIX D: SPECIMEN BOND INSURANCE POLICY... D-1 Page (iii)

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7 OFFICIAL STATEMENT of the COLLEGE PARK BUSINESS AND INDUSTRIAL DEVELOPMENT AUTHORITY (GEORGIA) relating to its $34,060,000 ECONOMIC DEVELOPMENT TAXABLE REVENUE BONDS (GATEWAY PROJECT), SERIES 2008 INTRODUCTION The purpose of this Official Statement, which includes the cover page and the Appendices hereto, is to furnish certain information in connection with the sale by the College Park Business and Industrial Development Authority of $34,060,000 in aggregate principal amount of its Economic Development Taxable Revenue Bonds (Gateway Project), Series 2008 (the Series 2008 Bonds ). Definitions of certain terms used in this Official Statement and not otherwise defined herein are set forth in Appendix B to this Official Statement under the heading DEFINITIONS. This Introduction is not a summary of this Official Statement and is intended only for quick reference. It is only a brief description of and guide to, and is qualified in its entirety by reference to, more complete and detailed information contained in the entire Official Statement, including the cover page and the Appendices hereto, and the documents summarized or described herein. Potential investors should fully review the entire Official Statement. The offering of the Series 2008 Bonds to potential investors is made only by means of the entire Official Statement, including the Appendices hereto. No person is authorized to detach this Introduction from the Official Statement or to otherwise use it without the entire Official Statement, including the Appendices hereto. The Authority The College Park Business and Industrial Development Authority (the Authority ), the issuer of the Series 2008 Bonds, is a public corporation created and existing under the laws of the State of Georgia. For more complete information, see THE AUTHORITY herein. The Hotel Developers College Park Gateway Hotel One, LLC (the Headquarters Hotel Project Developer ), a limited liability company duly formed and existing under the laws of the State of Delaware, will design, develop, and operate the hereinafter described Headquarters Hotel Project, a component of the hereinafter described 2008 Project, for and on behalf of the Authority pursuant to the terms of a Parcel Design, Development, and Operating Agreement (Tract 3- Headquarters Hotel) (the Headquarters Hotel Project DDO Agreement ), to be dated the date of its execution and delivery, between the Authority and the Headquarters Hotel Project Developer. The Headquarters Hotel Project Developer was formed for the sole purpose of designing, developing, and operating the Headquarters Hotel Project. The Headquarters Hotel Project Developer will agree to make payments in lieu of ad valorem property taxes to the Authority pursuant to the terms of the hereinafter described Headquarters Hotel Project Parcel Pilot Agreement. College Park Gateway Hotel Two, LLC (the Suites Hotel Project Developer ), a limited liability company duly formed and existing under the laws of the State of Delaware, will design, develop, and operate the hereinafter described Suites Hotel Project, a component of the 2008 Project, for and on behalf of the Authority pursuant to the terms of a Parcel Design, Development, and Operating Agreement (Tract 8-Suites Hotel) (the Suites Hotel Project DDO Agreement ), to be dated the date of its execution and delivery, between the Authority and the Suites Hotel Project Developer. The Suites Hotel Project Developer was formed for the sole purpose of designing, developing, and operating the Suites Hotel Project. The Suites Hotel Project Developer will agree to make payments in lieu of ad valorem property taxes to the Authority pursuant to the terms of the hereinafter described Suites Hotel Project Parcel Pilot Agreement.

8 The Headquarters Hotel Project Developer and the Suites Hotel Project Developer are referred to collectively as the Hotel Developers in this Official Statement and will be differentiated, where necessary, by reference to the Headquarters Hotel Project Developer and the Suites Hotel Project Developer. For more complete information, see THE HOTEL DEVELOPERS herein. The City The City of College Park (the City ) is a municipal corporation of the State of Georgia created by an Act of the General Assembly of the State of Georgia on December 16, The City is located in Fulton and Clayton Counties in the northwestern portion of the State of Georgia approximately nine miles south of the City of Atlanta. For more complete information, see THE CITY herein. The Trustee U.S. Bank National Association (the Trustee ), Atlanta, Georgia, will act as trustee, as bond registrar, and as paying agent for the Series 2008 Bonds under the hereinafter described Indenture. Purpose of the Series 2008 Bonds The proceeds of the Series 2008 Bonds will be used (i) to pay a portion of the costs of acquiring, constructing, and installing (a) an approximately 400-key first class headquarters hotel, to be initially branded as a Marriott Headquarters Hotel (the Headquarters Hotel Project ), to be located on approximately acres of the hereinafter described Site (the Headquarters Hotel Project Parcel ), and (b) an approximately 147-key select service hotel, to be initially branded as a SpringHill Suites Hotel (the Suites Hotel Project ), to be located on approximately acres of the Site (the Suites Hotel Project Parcel ) (collectively the 2008 Project ), and (ii) to pay the costs of issuance of the Series 2008 Bonds. The 2008 Project constitutes the hotel components of a phased mixed-use development consisting of office, retail, hotel, and parking components (the Project ), to be located on an approximately acre site (the Site ) owned by the Authority. The Site is adjacent to the site of the Authority s approximately 400,000 square foot multi-use convention center facility, known as the Georgia International Convention Center, which the City leases from the Authority. For more complete information, see PLAN OF FINANCING herein. Security and Sources of Payment for the Series 2008 Bonds The Series 2008 Bonds are special limited obligations of the Authority, payable solely from and secured by the Trust Estate (as defined in DEFINITIONS in Appendix B hereto and as described below). Since the Project will be owned by the Authority, the Project will be exempt from ad valorem taxation, but the Authority will impose payments in lieu of ad valorem property taxes upon the Hotel Developers with respect to the 2008 Project. The Authority will enter into a Parcel Pilot Agreement (Tract 3-Headquarters Hotel) (the Headquarters Hotel Project Parcel Pilot Agreement ), to be dated as of September 1, 2008, with the Headquarters Hotel Project Developer, relating to the Headquarters Hotel Project, which will obligate the Headquarters Hotel Project Developer to make payments in lieu of ad valorem property taxes to the Authority pursuant to the terms of the Headquarters Hotel Project Parcel Pilot Agreement. The Authority will enter into a Parcel Pilot Agreement (Tract 8-Suites Hotel) (the Suites Hotel Project Parcel Pilot Agreement ), to be dated as of September 1, 2008, with the Suites Hotel Project Developer, relating to the Suites Hotel Project, which will obligate the Suites Hotel Project Developer to make payments in lieu of ad valorem property taxes to the Authority pursuant to the terms of the Suites Hotel Project Parcel Pilot Agreement. The Headquarters Hotel Project Parcel Pilot Agreement and the Suites Hotel Project Parcel Pilot Agreement are referred to collectively as the Hotel Pilot Agreements in this Official Statement and will be differentiated, where necessary, by reference to the Headquarters Hotel Project Parcel Pilot Agreement and the Suites Hotel Project Parcel Pilot Agreement. In addition, the Authority and the City will enter into an Intergovernmental Economic Development Contract (the Contract ), to be dated as of September 1, 2008, under the terms of which the City (1) will agree to make payments to the Authority in amounts sufficient to enable the Authority to pay the principal of, premium, if any, and interest on the Series 2008 Bonds when due, to the extent the payments derived from the Hotel Pilot Agreements are insufficient for such purposes, and (2) will agree to levy an annual ad valorem tax on all taxable property located within the corporate limits of the City, at such rates, without limitation as to rate or amount, as may be necessary to produce in each year revenues that are sufficient to fulfill the City s obligations under the Contract. To secure its obligations under the Series 2008 Bonds, the Authority will enter into a Trust Indenture and Security Agreement (the Indenture ), to be dated as of September 1, 2008, with the Trustee, pursuant to which the Authority will assign to the Trustee, and grant a first priority security interest in, all of its right, title, and interest in -2-

9 the Hotel Pilot Agreements and the Contract, and all amounts to be received thereunder, and certain funds established and held under the Indenture. Simultaneously with the issuance of the Series 2008 Bonds, Assured Guaranty Corp. (the Bond Insurer ) will issue a financial guaranty insurance policy (the Bond Insurance Policy ) that will insure payment of principal of and interest on the Series 2008 Bonds, when due. The Bond Insurance Policy will extend for the term of the Series 2008 Bonds and cannot be cancelled. For more complete and detailed information, see SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2008 BONDS and BOND INSURANCE herein. Description of the Series 2008 Bonds Redemption. The Series 2008 Bonds maturing on or after February 1, 2019 are redeemable at the option of the Authority, not earlier than February 1, 2018, at the prices and on the terms described in this Official Statement. The Series 2008 Bonds maturing on February 1, 2023, February 1, 2028, and February 1, 2038 are subject to scheduled mandatory redemption prior to maturity in part by lot. For more complete information, see THE SERIES 2008 Bonds - Redemption herein. Denominations. The Series 2008 Bonds are issuable in denominations of $5,000 or any integral multiple thereof. Book-Entry Bonds. Each of the Series 2008 Bonds will be issued as fully registered certificates in the denomination of one certificate per aggregate principal amount of the stated maturity thereof, and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ( DTC ), New York, New York, an automated depository for securities and clearing house for securities transactions, which will act as securities depository for the Series 2008 Bonds. Purchasers will not receive certificates representing their ownership interest in the Series 2008 Bonds purchased. Purchases of beneficial interests in the Series 2008 Bonds will be made in book-entry only form (without certificates), in authorized denominations, and, under certain circumstances as more fully described in this Official Statement, such beneficial interests are exchangeable for one or more fully registered certificates of like principal amount and maturity in authorized denominations. For more complete information, see THE SERIES 2008 Bonds - Book-Entry Only System herein. Payments. So long as DTC or its nominee, Cede & Co., is the registered owner of the Series 2008 Bonds, payments of the principal of, premium, if any, and interest on the Series 2008 Bonds will be made directly to Cede & Co., which will remit such payments to the DTC participants, which will in turn remit such payments to the beneficial owners of the Series 2008 Bonds. For a more complete description of the Series 2008 Bonds, see THE SERIES 2008 Bonds herein. Tax Consequences Interest on the Series 2008 Bonds is included in gross income for federal income tax purposes and therefore is not exempt from federal or State of Georgia income taxation. For a more complete discussion of the tax consequences of owning the Series 2008 Bonds, see LEGAL MATTERS - Certain Tax Consequences of Owning Series 2008 Bonds herein. Professionals Involved in the Offering Certain legal matters pertaining to the Authority and its authorization and issuance of the Series 2008 Bonds are subject to the approving opinion of Kilpatrick Stockton LLP, Atlanta, Georgia, Bond Counsel. Copies of such opinion will be available at the time of delivery of the Series 2008 Bonds, and a copy of the proposed form of such opinion is attached hereto as Appendix C. Certain legal matters will be passed on for the Authority by its counsel, Mack & Harris, P.C., Jonesboro, Georgia, for the Hotel Developers by their counsel, Sheley & Hall, P.C., Atlanta, Georgia, for the City by its counsel, Fincher, Denmark & Williams, LLC, Jonesboro, Georgia, and for the Underwriters by their counsel, Kilpatrick Stockton LLP, Atlanta, Georgia. The basic financial statements of the City as of June 30, 2007 and for the year then ended, attached hereto as Appendix A, have been audited by Mauldin & Jenkins, LLC, Atlanta, Georgia, independent certified public accountants, to the extent and for the period indicated in its report thereon which appears in Appendix A hereto. See MISCELLANEOUS - Independent Auditors herein. -3-

10 Legal Authority The Series 2008 Bonds are being issued in accordance with the Constitution of the State of Georgia and pursuant to the authority granted by the laws of the State of Georgia. For more complete information, see THE SERIES 2008 BONDS - Legal Authority herein. Offering and Delivery of the Series 2008 Bonds The Series 2008 Bonds are offered when, as, and if issued by the Authority and accepted by the Underwriters, subject to prior sale and to withdrawal or modification of the offer without notice. The Series 2008 Bonds in definitive form are expected to be delivered to The Depository Trust Company in New York, New York on or about September 9, Continuing Disclosure The Authority has determined that no financial or operating data concerning the Authority is material to any decision to purchase, hold, or sell the Series 2008 Bonds, and the Authority will not provide any such information. The Hotel Developers and the City have undertaken all responsibilities for any continuing disclosure to beneficial owners of the Series 2008 Bonds as described below, and the Authority will have no liability to the beneficial owners of the Series 2008 Bonds or any other person with respect to such disclosures. Each Hotel Developer has covenanted in the related Hotel Pilot Agreement and a separate Continuing Disclosure Agreement (each a Disclosure Agreement ) for the benefit of the beneficial owners of the Series 2008 Bonds to provide certain financial information relating to each such Hotel Developer (each a Hotel Developer s Annual Report ) by not later than 180 days after the end of each fiscal year of such Hotel Developer, commencing with fiscal year Each Hotel Developer s Annual Report will be filed by such Hotel Developer with each Nationally Recognized Municipal Securities Information Repository. The specific nature of the information to be contained in each Hotel Developer s Annual Report is summarized in Appendix B hereto under the caption THE CONTINUING DISCLOSURE AGREEMENTS. These covenants have been made in order to assist the Underwriters in complying with Securities and Exchange Commission Rule 15c2-12(b)(5) (the Rule ). The City has covenanted in the Contract and a Continuing Disclosure Certificate (the Disclosure Certificate ) for the benefit of the beneficial owners of the Series 2008 Bonds to provide certain financial information and operating data relating to the City (the Annual Report ) by not later than 180 days after the end of each fiscal year of the City, commencing with fiscal year 2008, and to provide notices of the occurrence of certain enumerated events, if material. The Annual Report will be filed by the City with each Nationally Recognized Municipal Securities Information Repository. The notices of material events will be filed by the City with each Nationally Recognized Municipal Securities Information Repository. The specific nature of the information to be contained in the Annual Report or the notices of material events is summarized in Appendix B hereto under the caption THE CONTINUING DISCLOSURE CERTIFICATE. These covenants have been made in order to assist the Underwriters in complying with the Rule. Other Information This Official Statement speaks only as of its date, and the information contained herein is subject to change. This Official Statement contains forecasts, projections, and estimates that are based on current expectations but are not intended as representations of fact or guarantees of results. If and when included in this Official Statement, the words expects, forecasts, projects, intends, anticipates, estimates, and analogous expressions are intended to identify forward-looking statements as defined in the Securities Act of 1933, as amended, and any such statements inherently are subject to a variety of risks and uncertainties, which could cause actual results to differ materially from those contemplated in such forward-looking statements. These forward-looking statements speak only as of the date of this Official Statement. The Authority, the Hotel Developers, and the City disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Authority, the Hotel Developers, and the City s expectations with regard thereto or any change in events, conditions, or circumstances on which any such statement is based. This Official Statement and the Appendices hereto contain brief descriptions of, among other matters, the Authority, the Hotel Developers, the City, the Bond Insurer, the Series 2008 Bonds, the Hotel Pilot Agreements, the Contract, the Bond Insurance Policy, the Indenture, the Disclosure Certificate, the Disclosure Agreements, and the security and sources of payment for the Series 2008 Bonds. Such descriptions and information do not purport to be comprehensive or definitive. The summaries of various constitutional provisions and statutes, the Hotel Pilot Agreements, the Contract, the Bond Insurance Policy, the Indenture, the Disclosure Certificate, the Disclosure -4-

11 Agreements, and other documents are intended as summaries only and are qualified in their entirety by reference to such laws and documents, and references herein to the Series 2008 Bonds are qualified in their entirety to the form thereof included in the Indenture. A specimen Bond Insurance Policy is included as Appendix D to this Official Statement. Copies of the Hotel Pilot Agreements, the Contract, the Indenture, the Disclosure Certificate, the Disclosure Agreements, and other documents and information are available, upon request and upon payment to the City of a charge for copying, mailing, and handling, from Cynthia A. King, Finance Director, City of College Park, City Hall, 3667 Main Street, College Park, Georgia 30337, telephone (404) During the period of the offering of the Series 2008 Bonds, copies of such documents are also available, upon request and upon payment to the Underwriters of a charge for copying, mailing, and handling, from Sterne, Agee & Leach, Inc., 950 East Paces Ferry Road, Suite 2400, Atlanta, Georgia 30326, telephone (404) The Series 2008 Bonds and the Bond Insurance Policy have not been registered under the Securities Act of 1933, and the Indenture has not been qualified under the Trust Indenture Act of 1939, in reliance on exemptions contained in such Acts. 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 2008 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale. No dealer, broker, salesman, or other person has been authorized by the Authority, the Hotel Developers, the City, the Bond Insurer, or the Underwriters to give any information or to make any representations other than those contained in this Official Statement, and, if given or made, such other information or representations should not be relied upon as having been authorized by the Authority, the Hotel Developers, the City, the Bond Insurer, or the Underwriters. Except where otherwise indicated, all information contained in this Official Statement has been provided by the Authority, the Hotel Developers, and the City. The information set forth herein has been obtained by the Authority, the Hotel Developers, and the City from sources which are believed to be reliable but is not guaranteed as to accuracy or completeness by the Underwriters. The Authority has not provided information regarding the Bond Insurer, the Hotel Developers, or the City and does not certify as to the accuracy or sufficiency of the disclosure practices of or content of the information provided by the Bond Insurer, the Hotel Developers, or the City, and is not responsible for the information provided by the Bond Insurer, the Hotel Developers, or the City. The Bond Insurer makes no representation regarding the Series 2008 Bonds or the advisability of investing in the Series 2008 Bonds. In addition, the Bond Insurer has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the Bond Insurer supplied by the Bond Insurer and presented under the heading BOND INSURANCE herein and Appendix D hereto. The information contained herein is subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create an implication that there has been no change in the affairs of the Authority, the Hotel Developers, the City, or the Bond Insurer, or the other matters described herein since the date hereof or the earlier dates set forth herein as of which certain information contained herein is given. In connection with this offering, the Underwriters may over-allot or effect transactions which stabilize or maintain the market prices of the Series 2008 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. -5-

12 PLAN OF FINANCING Estimated Sources and Applications of Funds The sources and applications of funds in connection with the issuance of the Series 2008 Bonds are estimated below. Estimated Sources of Funds: Proceeds of Series 2008 Bonds 1 $ 33,576,355 2 Estimated Interest Earnings During Construction 250,431 Loan from Hotel Developers 3 26,500,000 Loan from Hotel Lender 3 76,000,000 Total Sources of Funds $136,326,786 Estimated Applications of Funds: 2008 Project Costs 3 $134,050,000 Funded Interest 4 250,431 Costs of Issuance 5 1,685,755 Underwriting Discount 6 340,600 Total Applications of Funds $136,326,786 1 Excludes accrued interest to the date of delivery and after subtracting original issue discount of $483, Based on estimated earnings on the unexpended construction funds at an investment rate of 2.00% over a period of 10 months. 3 See PLAN OF FINANCING - The 2008 Project herein. 4 All of the estimated earnings on the unexpended construction funds will be used to fund a portion of the interest payable on the Series 2008 Bonds during construction. 5 Includes legal and accounting fees, initial Trustee s fees, Bond Insurance premium, printing costs, validation court costs, and other costs of issuance % of the principal amount of the Series 2008 Bonds. See MISCELLANEOUS - Underwriting herein. The 2008 Project The 2008 Project consists of the acquisition, construction, and installation of the Headquarters Hotel Project and the Suites Hotel Project. The 2008 Project constitutes the hotel components of the Project, a phased mixed-use development consisting of office, retail, hotel, and parking components, to be located on the Site, an approximately acre site owned by the Authority. The Site is located on Camp Creek Parkway in the City of College Park, Fulton and Clayton Counties, Georgia, and is adjacent to the site of the Authority s approximately 400,000 square foot multi-use convention center facility, known as the Georgia International Convention Center (the Convention Center ), which the City leases from the Authority. Camp Creek Parkway is a four-lane, divided-median, State-maintained roadway connecting Interstate I-285 with Interstate I-85 and leads directly into the main passenger terminal of Hartsfield-Jackson Atlanta International Airport (the Airport ). The City of Atlanta, which owns and operates the Airport, owns an approximately 120-acre site immediately south of the site of the Convention Center on which it is constructing a consolidated car rental facility for all Airport car rental agencies and an elevated rail passenger system that will connect the Airport to the car rental facility and the Convention Center. The consolidated car rental facility and the elevated rail passenger system are expected to open in November For more information concerning the Convention Center and the Airport, see THE CITY - City Facilities and - Effect of Hartsfield-Jackson Atlanta International Airport herein. The Authority purchased the undeveloped land comprising the Site in June of 2006 from Gateway Airport Associates, L.P., a Georgia limited partnership, for a purchase price of $25 million. In order to finance the purchase of the Site, the Authority issued $25,785,000 in aggregate principal amount of its Taxable Revenue Bonds (City of College Park Project), Series 2006, the repayment of which are secured by a pledge by the Authority of payments made by the City under an intergovernmental service agreement between the Authority and the City. See CITY DEBT STRUCTURE - Summary of City Debt By Category herein. After the Authority acquired the Site, the Authority and the City began to solicit proposals from developers capable of developing on the Site one or more hotels, with a minimum of 400 rooms, and related amenities, including retail, restaurants, and office space, as well as linkages, such as shuttles, pedestrian tunnels, or people movers, between the Site and the Convention Center. The -6-

13 Authority and the City expect development of the Site to complement the Convention Center and to enhance the attractiveness of the Convention Center to the national convention and trade show industry. On August 28, 2006, the City accepted the proposal of Grove Street Partners, LLC (the Master Developer ) to prepare a master plan (the Master Plan ) to develop the Site as mixed-use development. The Master Plan, as prepared by the Master Developer, contemplates that the Site be developed in phases by one or more Parcel Developers as a mixed-use development with office, retail, hotel, and parking components. Phase I of the Master Plan consists of (1) the Headquarters Hotel Project, (2) the Suites Hotel Project, (3) a parking deck containing approximately 2,300 parking spaces, (4) an approximately 130,000 square foot office building and related parking deck, (5) an approximately 5,000 to 8,000 square foot building to be operated as a high-end restaurant, (6) a roadway, drive areas, and other related infrastructure, and (7) covered walkways and other improvements in order to connect the Headquarters Hotel to the Convention Center and to the Convention Center s station on the Airport s elevated rail passenger system. The Master Plan contemplates that the Headquarters Hotel Project and the Suites Hotel Project will be developed initially, while the parking decks, office building, and other components of Phase I of the Master Pan to possibly be developed simultaneously with the hotel projects as demand justifies and as funding is available. The Master Plan contemplates future phases of development of the Site to include additional office, retail, and hospitality projects as demand justifies and as funding is available. The Headquarters Hotel Project will consist of an approximately 400-key first class headquarters hotel, to be initially branded as a Marriott Headquarters Hotel, to be located on the Headquarters Hotel Project Parcel, which comprises approximately acres of the Site. The hotel building is planned as a seven-story building with approximately 298,000 square feet. In addition to approximately 400 guestrooms, the hotel is planned to include a three-meal restaurant, a lounge, and a coffee shop, approximately 7,500 square feet of meeting space, an approximately 12,000 square foot grand ballroom, retail space, a business center, an indoor pool and sundeck, a 1,000 square foot health club, kitchen and administrative space, and a parking deck with approximately 360 guest and employee parking spaces. Smallwood, Reynolds, Stewart, Stewart & Associates, Inc., Atlanta, Georgia, has been selected to serve as the design architect for the Headquarters Hotel Project. The Suites Hotel Project will consist of an approximately 147-key select service hotel, to be initially branded as a SpringHill Suites Marriott Hotel, to be located on the Suites Hotel Project Parcel, which comprises approximately acres of the Site. The hotel building is planned as a six-story building with approximately 77,250 square feet. In addition to approximately 147 guestrooms, the hotel is planned to include a breakfast facility, administrative space, and a surface parking lot with approximately 150 parking spaces. Goode Van Slyke Architecture, Atlanta, Georgia, has been selected to serve as the design architect for the Suites Hotel Project. The Hotel Developers have selected a joint venture between Boyken International, Inc. and MHR International, Inc., both in Atlanta, Georgia, to serve as the construction manager for the 2008 Project. The Hotel Developers plan to hire Brasfield & Gorrie, LLC, Atlanta, Georgia, to serve as the general contractor for the 2008 Project and expect to enter into a separate construction contract with the general contractor for each hotel in August of The Hotel Developers plan to require the general contractor to agree to construct each hotel for a guaranteed maximum price based on final plans and specifications developed by the architects. The Hotel Developers plan to require the general contractor to secure its obligations for construction and timely completion by labor and material payment and performance bonds. The Authority, the City, and the Master Developer have developed a plan to finance the 2008 Project that relies on a combination of proceeds of the Series 2008 Bonds, the proceeds of a loan from U.S. Bank, National Association (in such capacity, the Hotel Lender ) to the Authority, and the proceeds of a loan from the Hotel Developers to the Authority. The Authority, the City, and the Master Developer expect that these sources of funds will be sufficient to provide funding for the 2008 Project. The expected categories of expenditures of funds related to the 2008 Project are set forth below: -7-

14 Uses of Funds: Headquarters Hotel Project General Construction $ 73,734,450 Furnishings, Fixtures, and Equipment 10,657,813 Architectural, Engineering, and Other Construction Soft Costs 7,983,048 Pre-Opening and Other Operations Costs 7,900,000 Financing, Closing Costs, and Contingencies 10,974, ,250,000 Suites Hotel Project General Construction 15,118,305 Furnishings, Fixtures, and Equipment 2,541,752 Architectural, Engineering, and Other Construction Soft Costs 1,424,140 Pre-Opening and Other Operations Costs 800,000 Financing, Closing Costs, and Contingencies 2,915,803 22,800,000 Total $134,050,000 The estimated expenditures set forth above are preliminary and will change as the final plans and specifications and the final construction budget for the 2008 Project are developed and completed. The Hotel Developers expect to commence construction of the 2008 Project in September of The expected completion date of the Headquarters Hotel Project is July of 2010, and the expected completion date of the Suites Hotel Project is January of The timely completion of the construction of the 2008 Project is dependent upon, among other factors, promptly obtaining approvals and permits from various governmental agencies and the absence of delays due to strikes, shortages of materials, and adverse weather conditions. The cost of constructing the 2008 Project may be affected by factors beyond the control of the Authority, the Hotel Developers, or the City, including strikes, energy and material shortages, subcontractor defaults, adverse weather conditions, and other unforeseen contingencies. There can be no assurance that the Hotel Developers will complete the construction of the 2008 Project in accordance with their present construction schedule and construction budget. For a discussion of restrictions that apply to the use of the proceeds of the Series 2008 Bonds to pay the costs of the 2008 Project and of the disposition of surplus proceeds of the Series 2008 Bonds upon the completion of the 2008 Project, see THE INDENTURE - Project Fund in Appendix B hereto. Hotel Lender and Hotel Developer Loans Pursuant to a Loan Agreement (the Hotel Lender Loan Agreement ), to be dated the date of its execution and delivery, the Hotel Lender will agree to loan up to $76.0 million to finance a portion of the costs of the 2008 Project. The Authority will issue to the Hotel Lender its Economic Development Taxable Revenue Bond (Headquarters Hotel and Suites Hotel Project), Series 2008A (the Hotel Lender Bond ), in order to evidence the loan. In order to secure the Hotel Lender Bond, the Authority will enter into a Deed to Secure Debt and Security Agreement (the Hotel Lender Security Deed ) with the Hotel Lender, to be dated the date of the Hotel Lender Loan Agreement, pursuant to which the Authority will grant to the Hotel Lender a first lien on and first security title to the real property constituting the 2008 Project and a first priority lien on and security interest in certain rents and leases derived from the 2008 Project and certain personal property constituting the 2008 Project. As further security for the loan, the Authority will assign and pledge to the Hotel Lender, on a first priority basis, its right, title, and interest in the Headquarters Hotel Project DDO Agreement, the Suites Hotel Project DDO Agreement, and the hereinafter described Hotel Developer Loan Agreement. The loan will also be unconditionally and absolutely guaranteed by the Hotel Developers, jointly and severally, pursuant to the terms of a Guaranty Agreement, to be dated the date of the Hotel Lender Loan Agreement, between the Hotel Developers and the Hotel Lender. The Hotel Lender Security Deed will provide that all Pilot Payments required pursuant to the Hotel Pilot Agreements will be superior in priority to the payment obligations of the Authority under the Hotel Lender Agreement and the Hotel Lender Bond secured by the Security Deed, and if title to the 2008 Project or any portion thereof is transferred from the Authority pursuant to the Security Deed during the term of the Hotel Pilot Agreements, the transferee(s) will jointly and severally assume all obligations of the Parcel Developer under the Hotel Pilot Agreements and will not be entitled to certain benefits of the Hotel Pilot Agreements, and the obligation -8-

15 to make Pilot Payments under the Hotel Pilot Agreements will continue to be effective, notwithstanding that title to the 2008 Project or any portion thereof is no longer vested in Authority. For a summary of the Hotel Pilot Agreements, see THE HOTEL PILOT AGREEMENTS in Appendix B hereto. Pursuant to a Loan Agreement (the Hotel Developer Loan Agreement ), to be dated the date of its execution and delivery, the Hotel Developers will agree to loan up to $26.5 million to finance a portion of the costs of the 2008 Project. The Hotel Developers will also agree pursuant to the Hotel Developer Loan Agreement to make advances to the Authority sufficient in time and amount to enable the Authority to repay the Hotel Lender Bond. The Authority will issue to the Hotel Developers its Economic Development Taxable Revenue Bond (Headquarters Hotel and Suites Hotel Project), Series 2008B (the Hotel Developer Bond ), in order to evidence the loan. The Hotel Developer Bond will be an unsecured obligation of the Authority. Development of the 2008 Project The Master Development Agreement The Master Developer has rights to design, develop, and operate the Project (which includes the 2008 Project) on the Site for and on behalf of the Authority, pursuant to the terms of a Master Design, Development, and Operating Agreement, dated August 3, 2007, as supplemented and amended by a First Amendment to the Master Design, Development, and Operating Agreement, dated November 8, 2007, and a Second Amendment to the Master Design, Development, and Operating Agreement, to be dated the date of its execution and delivery (collectively the Master DDO Agreement ), between the Authority and the Master Developer. The Master DDO Agreement permits the Master Developer to assign to any developer (each a Parcel Developer ) its right and obligation to undertake the development and operation of any portion of the Site that the Master Developer subdivides into separate development parcels (each a Project Parcel ), pursuant to the terms of separate Parcel Design, Development, and Operating Agreements (each a Parcel DDO Agreement ), to be entered into between the Authority and a Parcel Developer. Pursuant to the terms of the Master DDO Agreement or each Parcel DDO Agreement, the Master Developer or the Parcel Developer, as the case may be, will operate the Project or the portion of the Project located on each Project Parcel, as the case may be, for and on behalf of the Authority for a management fee equal to the gross revenues to be derived from the operation of the Project or such portion of the Project and will be obligated to pay all costs of operating, maintaining, and repairing the Project or such portion of the Project. The Master Developer will exercise its right under the Master DDO Agreement to subdivide portions of the Site into separate Project Parcels (namely, the Headquarters Hotel Project Parcel and the Suites Hotel Project Parcel) for the Headquarters Hotel Project and the Suites Hotel Project. The Master Developer will assign to the Hotel Developers its right and obligation to undertake the development and operation of the Headquarters Hotel Project Parcel and the Suites Hotel Project Parcel. The Master Pilot Agreement Since the Project will be owned by the Authority, the Project will be exempt from ad valorem taxation, but the Authority has imposed payments in lieu of ad valorem property taxes upon the Master Developer and the Parcel Developers, respectively, pursuant to the terms of a Master Pilot Agreement (the Master Pilot Agreement ), to be dated as of September 1, 2008, between the Authority and the Master Developer, and separate Parcel Pilot Agreements (each a Parcel Pilot Agreement ), entered or to be entered into between the Authority and each Parcel Developer. The Authority will enter into the Hotel Pilot Agreements, which constitute Parcel Pilot Agreements, with the Hotel Developers. Under the Master Pilot Agreement, upon the execution of a Parcel Pilot Agreement with respect to a Project Parcel, the applicable Parcel Developer will be solely responsible for the Pilot Payments applicable to such Project Parcel, and the Master Developer will be released from any obligation with respect to the Pilot Payments with respect to such Project Parcel that is not yet due and payable. The Master Developer Grove Street Partners, LLC, a Georgia limited liability company formed in 2004, is a multi-disciplined real estate development, management, and leasing company that primarily focuses on office, hospitality, industrial, and mixed-use properties. The Master Developer s office is located at One Overton Park, 3625 Cumberland Boulevard, Suite 400, Atlanta, Georgia

16 The members of the Master Developer and their ownership interests are set forth below: Member Ownership Interest KMK Associates, L.L.C. 30% JHG Investments, LLC 25% JMS Capital, LLC 25% JAW Grove Street, LLC 20% KMK Associates, L.L.C. is a Georgia limited liability company located in Atlanta, Georgia, which was formed in 2004 on behalf of Kevin M. Kern for the purpose of being a member of the Master Developer. The members of KMK Associates, L.L.C. are Kevin M. Kern and Julie Kern. The sole manager of KMK Associates, L.L.C. is Kevin M. Kern. JHG Investments, LLC is a Georgia limited liability company located in Atlanta, Georgia, which was formed in 2005 on behalf of James H. Groome, Jr. for the purpose of being a member of the Master Developer. The members of JHG Investments, LLC are James H. Groome, Jr. and Catherine P. Groome. The sole manager of JHG Investments, LLC is James H. Groome, Jr. JMS Capital, LLC is a Georgia limited liability company located in Atlanta, Georgia, which was formed in 2002 on behalf of James M. Stormont, Jr. for the purpose of making real estate investments. The members of JMS Capital, LLC are James M. Stormont, Jr. and Lisabeth B. Stormont. The sole manager of JMS Capital, LLC is James M. Stormont, Jr. JAW Grove Street, LLC is a Georgia limited liability company located in Atlanta, Georgia, which was formed in 2007 on behalf of the Williams Realty Fund, John A. William s real estate investment fund, for the purpose of being a member of the Master Developer. The sole member and manager of JAW Grove Street, LLC is John A. Williams. Kevin M. Kern is the sole manager of the Master Developer. Set forth below are the names and residences of the principals of the Master Developer: Name Kevin M. Kern, President James H. Groome, Jr. James M. Stormont, Jr. Residence Atlanta, Georgia Atlanta, Georgia Atlanta, Georgia Kevin M. Kern is the President and founder of the Master Developer. He has 20 years of experience in the development, leasing, management, and sales of industrial and office properties and during that time has worked with many real estate companies in Atlanta, Georgia. He is responsible for all aspects of strategic planning, raising equity, development, leasing, and management of institutional quality office and industrial properties. Previously, Mr. Kern served as Senior Vice President of Carter & Associates, a full service real estate company based in Atlanta, Georgia. James H. Groome, Jr. is a principal of the Master Developer. He joined the Master Developer in January 2005 with the founding members, Kevin M. Kern and John A. Williams. His principal focus is office development, execution of the company s business plan management, and financial direction. Mr. Groome brings 33 years of experience in the real estate industry. Before joining the Master Developer, he served for ten years as a Partner and Executive Vice President of Property Management and Leasing of Carter & Associates. Mr. Groome graduated from Georgia Institute of Technology in James M. Stormont, Jr is a principal of the Master Developer. He joined the Master Developer in January 2007, leading hotel finance and development efforts. Mr. Groome has 26 years of experience in hotel development and finance, with experience in all aspects of development, operation and ownership of hotels, conference centers and resorts. Mr. Stormont s career has included positions as chief financial officer of Stormont Trice Corporation, president of Stormont Hospitality Group, LLC, and executive vice president of Noble Investment Group, LLC. Mr. Stormont received an Economics degree from Middlebury College in 1981 and a Masters of Business Administration in Finance from Cornell University s Johnson School of Management in

17 The Hotel Development Agreements The Headquarters Hotel Project Developer will design, develop, and operate the Headquarters Hotel Project on the Headquarters Hotel Project Parcel for and on behalf of the Authority, pursuant to the terms of the Headquarters Hotel Project DDO Agreement. The Suites Hotel Project Developer will design, develop, and operate the Suites Hotel Project on the Suites Hotel Project Parcel for and on behalf of the Authority, pursuant to the terms of the Suites Hotel Project DDO Agreement. For information regarding the Hotel Developers, see THE HOTEL DEVELOPERS herein. Description THE SERIES 2008 BONDS The Series 2008 Bonds, as initially issued, will be dated as of their date of issuance and delivery and will bear interest at the rates per annum set forth on the cover page of this Official Statement, computed on the basis of a 360- day year consisting of twelve 30-day months, payable on February 1, 2009 and semi-annually thereafter on August 1 and February 1 of each year and will mature on the dates and in the amounts set forth on the cover page of this Official Statement, unless earlier called for redemption. Each Series 2008 Bond authenticated prior to the first Interest Payment Date will bear interest from its dated date. Each Series 2008 Bond authenticated on or after the first Interest Payment Date will bear interest from the Interest Payment Date next preceding the date of authentication thereof, unless such date of authentication is an Interest Payment Date to which interest on such Series 2008 Bond has been paid in full or duly provided for, in which case from such date of authentication; provided that if, as shown by the records of the Trustee, interest on such Series 2008 Bond is in default, such Series 2008 Bond will bear interest from the date to which interest has been paid in full on such Series 2008 Bond or, if no interest has been paid on such Series 2008 Bond, its dated date. The Series 2008 Bonds are issuable only as fully registered certificates, without coupons, in the denomination of $5,000 or any integral multiple thereof. Purchases of beneficial ownership interests in the Series 2008 Bonds will be made in book-entry form and purchasers will not receive certificates representing interests in the Series 2008 Bonds so purchased. If the book-entry system is discontinued, Series 2008 Bonds will be delivered as described in the Indenture, and beneficial owners will become the registered owners of the Series 2008 Bonds. See THE SERIES 2008 BONDS - Book-Entry Only System herein. Redemption Optional Redemption The Series 2008 Bonds maturing on and after February 1, 2019 will be subject to optional redemption prior to maturity by the Authority, from moneys on deposit in the Redemption Account, in whole on any Business Day or in part (and if in part in an Authorized Denomination) on any Interest Payment Date, in either case on or after February 1, 2018, at the redemption price of 100% of the principal amount of Series 2008 Bonds called for redemption plus accrued interest to the redemption date, all in the manner provided in the Indenture. -11-

18 Mandatory Redemption The Series 2008 Bonds maturing on February 1, 2023, 2028, and 2038 are subject to mandatory redemption prior to maturity, in part by lot, in such manner as may be designated by the Trustee, on the following dates and in the following principal amounts at a redemption price of one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date, but without premium: Series 2008 Bonds Maturing February 1, 2023 February 1 of the Year Principal Amount 2019 $715, , , ,000 (Leaving $935,000 to mature February 1, 2023) Series 2008 Bonds Maturing February 1, 2028 February 1 of the Year Principal Amount $1,005,000 1,075, ,155, ,240,000 (Leaving $1,325,000 to mature February 1, 2028) Series 2008 Bonds Maturing February 1, 2038 February 1 of the Year Principal Amount 2029 $1,425, ,530,000 1,650, ,770, ,905,000 2,050, ,200, ,365,000 2,545,000 (Leaving $2,735,000 to mature February 1, 2038) Redemption Notices In the event any of the Series 2008 Bonds are called for redemption as described above, notice thereof identifying the Series 2008 Bonds or portions thereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first class mail (postage prepaid) not less than thirty (30) nor more than forty-five (45) days prior to the date fixed for redemption to the registered owner of each Series 2008 Bond to be redeemed at the address shown on the registration books at the close of business on the fifth day preceding the date of mailing; provided, however, that failure to give such notice by mailing or any defect therein will not affect the validity of any proceedings for the redemption of the Series 2008 Bonds not affected by such failure or defect. All Series

19 Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption are on deposit at the place of payment at that time, and will no longer be protected by the Indenture and will not be deemed to be outstanding under the provisions of the Indenture. Each notice will specify the numbers of the Series 2008 Bonds being called, if less than all of the Series 2008 Bonds are being called, the redemption date, the redemption price, and the place or places where amounts due upon such redemption will be payable. Such notice will further state that payment of the applicable redemption price plus accrued interest to the date fixed for redemption, if such date is not an interest payment date, will be made upon presentation and surrender of the Series 2008 Bonds to be redeemed and that on the redemption date, the redemption price will become due and payable upon each Series 2008 Bond to be redeemed and that interest thereon will cease to accrue on and after such date. Book-Entry Only System The Depository Trust Company ( DTC ), New York, New York, or its successor, will act as securities depository for the Series 2008 Bonds. The Series 2008 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 2008 Bond will be issued for each maturity, in the aggregate principal amount of such maturity, and will be deposited with DTC. So long as DTC or its nominee is the registered owner of the Series 2008 Bonds, payments of the principal and redemption premium of and interest due on the Series 2008 Bonds will be payable directly to DTC. DTC 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, 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 Purchases of Series 2008 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2008 Bonds on DTC s records. The ownership interest of each actual purchaser of each Series 2008 Bond (a 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 2008 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 2008 Bonds, except in the event that use of the book-entry system for the Series 2008 Bonds is discontinued. To facilitate subsequent transfers, all Series 2008 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 Series 2008 Bonds with DTC 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 Series 2008 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2008 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. -13-

20 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 will be sent to DTC. If less than all of the Series 2008 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 Series 2008 Bonds unless authorized by a Direct Participant in accordance with DTC s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Trustee 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 2008 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, premium, and interest payments on the Series 2008 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 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 Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2008 Bonds at any time by giving reasonable notice to the Authority and the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2008 Bonds are required to be printed and delivered. The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Series 2008 Bonds will be printed and delivered to DTC. The information concerning DTC and DTC s book-entry system set forth above has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof. SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE SOLE BONDHOLDER, THE AUTHORITY SHALL TREAT CEDE & CO. AS THE ONLY BONDHOLDER FOR ALL PURPOSES, INCLUDING RECEIPT OF ALL PRINCIPAL AND PREMIUM OF AND INTEREST ON THE SERIES 2008 BONDS, RECEIPT OF NOTICES, VOTING, AND REQUESTING OR DIRECTING THE AUTHORITY TO TAKE OR NOT TO TAKE, OR CONSENTING TO, CERTAIN ACTIONS. THE AUTHORITY HAS NO RESPONSIBILITY OR OBLIGATION TO THE DIRECT OR INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT OR INDIRECT PARTICIPANT; (B) THE PAYMENT BY ANY DIRECT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AND PREMIUM OF AND INTEREST ON THE SERIES 2008 BONDS; (C) THE DELIVERY OR TIMELINESS OF DELIVERY BY ANY DIRECT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE INDENTURE TO BE GIVEN TO BONDHOLDERS; OR (D) OTHER ACTION TAKEN BY DTC OR CEDE & CO. AS BONDHOLDER. Beneficial Owners of the Series 2008 Bonds may experience some delay in their receipt of distributions of principal and interest on the Series 2008 Bonds since such distributions will be forwarded by the Trustee to DTC and DTC will credit such distributions to the accounts of Direct Participants, which will thereafter credit them to the accounts of Beneficial Owners either directly or indirectly through Indirect Participants. Issuance of the Series 2008 Bonds in book-entry form may reduce the liquidity of the Series 2008 Bonds in the secondary trading market since investors may be unwilling to purchase Series 2008 Bonds for which they cannot obtain physical certificates. In addition, since transactions in the Series 2008 Bonds can be effected only through DTC, Direct Participants, Indirect Participants, and certain banks, the ability of a Beneficial Owner to pledge Series 2008 Bonds to persons or entities that do not participate in the DTC system, or otherwise to take action in respect of such Series 2008 Bonds, may be limited due to lack of a physical certificate. Beneficial Owners will not be recognized by the Trustee as registered owners for purposes of the Indenture, and Beneficial Owners will be -14-