new issue – book entry only rating: standard & poor’s: a … · the weatherford public...

NEW ISSUE – BOOK ENTRY ONLY RATING: Standard & Poor’s: A Qualified Tax-Exempt Obligations See “RATING” herein

In the opinion of Bond Counsel, interest on the Series 2010 Utility System Bonds is excludable from the gross income of the payee thereof in the computation of Federal income tax under present law and interpretation thereof. In addition, such interest is not treated as a preference item in calculating alternative minimum taxable income imposed under the Internal Revenue Code of 1986 (the "Code"). Under the Code, however, interest on the Series 2010 Utility System Bonds is to be taken into account in the computation of certain taxes that may be imposed with respect to corporations, including, without limitation, the alternative minimum tax, the environmental tax and the foreign branch profits tax. Furthermore, an individual who owns the Series 2010 Utility System Bonds may be required under the Code, to include in gross income a portion of his or her Social Security or railroad retirement payments. The Series 2010 Utility System Bonds have been designated by the Authority as "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code. Interest on the Series 2010 Utility System Bonds is exempt from Oklahoma income tax. See "TAX EXEMPTION" herein.

$11,115,000 WEATHERFORD PUBLIC WORKS AUTHORITY

(Weatherford, Oklahoma) Utility System Revenue Bonds, Series 2010

Dated: Date of Delivery Due: December 1, as shown on the inside cover

The Weatherford Public Works Authority (the “Authority”) Utility System Revenue Bonds, Series 2010 (the “Series 2010 Utility System Bonds”) are issuable in fully registered form and when initially issued will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Series 2010 Utility System Bonds. Purchases of beneficial ownership interests in the Series 2010 Utility System Bonds will be made in book-entry form only, in $5,000 principal amounts or integral multiples thereof. Beneficial owners of the Series 2010 Utility System Bonds will not receive physical delivery of certificates evidencing their ownership interest in the Series 2010 Utility System Bonds so long as DTC or a successor securities depository acts as the securities depository with respect to the Series 2010 Utility System Bonds. Interest on the Series 2010 Utility System Bonds is payable each June 1 and December 1, commencing December 1, 2010, as more fully described herein. So long as DTC or its nominee is the registered owner of the Series 2010 Utility System Bonds, payments of the principal and interest on the Series 2010 Utility System Bonds will be payable by Bank of Oklahoma, N.A. (the “Trustee”), to DTC and disbursement of such payments to DTC Participants is the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the responsibility of DTC Participants. See “THE SERIES 2010 UTILITY SYSTEM BONDS—Book-Entry-Only System” herein.

The proceeds received from the sale of the Series 2010 Utility System Bonds are to be used, along with other available monies, to (i) fund improvements to the Authority’s utility system, (ii) establish the Sinking Fund Reserve Fund, and (iii) to pay certain costs of issuance related to the issuance of the Series 2010 Utility System Bonds.

The Authority is issuing the Series 2010 Utility System Bonds pursuant to the terms of a Bond Indenture dated as of June 1, 2010 (the “Indenture”), by and between the Authority and the Trustee which provides for the issuance and security of the Series 2010 Utility System Bonds. The Series 2010 Utility System Bonds are special and limited obligations of the Authority secured by (i) a pledge of Net Revenues of the System, as defined herein, and (ii) all funds and accounts established by the Indenture, including the income derived from the investment thereof, if any.

The Series 2010 Utility System Bonds and the interest thereon do not constitute an indebtedness, liability, general or moral obligation or a loan of the full faith and credit of, or a charge against, the City of Weatherford or the State of Oklahoma or any political subdivision thereof within the meaning of the Constitution or any statutes of the State of Oklahoma and shall never constitute or give rise to a pecuniary liability or a charge against its general credit. No owner of any Series 2010 Bond shall have the right to compel any exercise of the taxing power of the City of Weatherford or the State of Oklahoma to pay the Series 2010 Utility System Bonds or the interest or redemption premium, if any, thereon. THE AUTHORITY HAS NO TAXING POWER. Neither the City of Weatherford nor the State of Oklahoma, nor any political subdivision thereof, shall be obligated to pay the principal of the Series 2010 Utility System Bonds or the redemption premium, if any, or interest thereon or other costs incidental thereto, except from the revenues and other amounts pledged thereto.

THIS COVER PAGE CONTAINS INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THE ISSUE. INVESTORS MUST READ THIS ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL AND MATERIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION.

The Series 2010 Utility System Bonds are offered when, as and if issued and received by the Underwriters, subject to prior sale, to withdrawal or modification of the offer without any notice, and to the approval of legality of the Series 2010 Utility System Bonds by J. Brent Clark, P.C., Oklahoma City, Oklahoma, Bond Counsel. Certain legal matters will be passed upon for the Authority by Duncan & Dirickson, Weatherford, Oklahoma, Authority Counsel. It is expected that the Series 2010 Utility System Bonds in definitive form will be available for delivery to the Depository Trust Company in New York, New York, on or about June 30, 2010.

Wells Nelson & Associates, LLC The Baker Group, Inc.

Official Statement dated June 24, 2010.

$11,115,000

WEATHERFORD PUBLIC WORKS AUTHORITY (Weatherford, Oklahoma)

Utility System Revenue Bonds, Series 2010

MATURITY SCHEDULE

Maturity Date

Principal Amount

Coupon

Yield

CUSIP Base 947096

12/01/2011 $400,000 3.00% 1.10% AA1 12/01/2012 415,000 3.00 1.45 AB9 12/01/2013 425,000 3.00 1.95 AC7 12/01/2014 440,000 2.20 2.20 AD5 12/01/2015 450,000 2.50 2.56 AE3 12/01/2016 460,000 2.95 3.00 AF0 12/01/2017 475,000 3.10 3.20 AG8 12/01/2018 485,000 3.45 3.45 AH6 12/01/2019 505,000 3.55 3.64 AJ2 12/01/2020(1) 520,000 3.75 3.75 AK9 12/01/2021(1) 540,000 3.80 3.90 AL7 12/01/2022(1) 560,000 3.95 4.05 AM5 12/01/2023(1) 585,000 4.05 4.15 AN3 12/01/2024(1) 610,000 4.15 4.24 AP8 12/01/2025(1) 635,000 4.20 4.30 AQ6

$3,610,000 4.50% Term Bonds due December 1, 2030(2) – Yield 4.60% CUSIP 947096AR4

CUSIP numbers have been assigned to this issue by Standard & Poor’s CUSIP Service Bureau, a division of the McGraw Hill Companies, Inc., and are included solely for the convenience of the owners of the Series 2010 Bonds. Neither the Authority nor the Underwriter shall be responsible for the selection of correctness of the CUSIP numbers set forth above. (1) Subject to optional redemption. See “Redemption Provisions” herein. (2) Subject to mandatory redemption. See “Redemption Provisions” herein.

REGARDING USE OF THE OFFICIAL STATEMENT No dealer, broker, salesperson or other person has been authorized by the Authority or the Underwriters to give any information or to make any representation in connection with the offering of the Series 2010 Utility System Bonds, other than the information and representations contained in this Official Statement and, if given or made, such information or representation must not be relied upon as having been authorized by the Authority or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy the Series 2010 Utility System Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The Underwriters intend to offer the Series 2010 Utility System Bonds to the public initially at the offering prices set forth on the inside cover page of this Official Statement, which may subsequently change without any requirement of prior notice. The Underwriters reserve the right to join with dealers and other underwriters in offering the Series 2010 Utility System Bonds to the public. The Underwriters may offer and sell Series 2010 Utility System Bonds to certain dealers at prices lower than the public offering price. In connection with this offering, the Underwriters may overallot or effect transactions which stabilize or maintain the market price of the Series 2010 Utility System Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The information contained in this Official Statement, including the cover page and appendices hereto, has been obtained from public officials, official records and from other sources which are deemed to be reliable. The information, estimates and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the information contained herein since the date hereof. The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information and this Official Statement is not to be construed as the promise or guarantee of the Underwriters. This Official Statement does not constitute a contract between the Authority or the Underwriters and any one or more of the purchasers or registered owners of the Series 2010 Utility System Bonds. This Official Statement contains statements that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this Official Statement, the words “estimate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Any statements contained in this Official Statement involving matters of opinion, estimations or projections, whether or not expressly so stated, are intended as such and not as representations of fact. The Series 2010 Utility System Bonds have not been registered with the Securities and Exchange Commission. The registration, qualification or exemption of the Series 2010 Utility System Bonds in accordance with the applicable securities law provisions of the jurisdictions in which these securities have been registered, qualified or exempted should not be regarded as a recommendation thereof. Neither these jurisdictions nor any of their agencies have guaranteed or passed upon the safety of the Series 2010 Utility System Bonds as an investment, upon the probability of any earnings thereon or upon the accuracy or adequacy of this official statement. The cover page contains certain information for quick reference only. The cover page is not a summary of this issue. Investors must read the entire official statement, including all appendices attached hereto to obtain information essential to the making of an informed investment decision. For purposes of compliance with Rule 15c2-12(b)(1) of the Securities and Exchange Commission, this Official Statement is deemed final as of the date hereof.

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TABLE OF CONTENTS

Page Page Introduction....................................................................... 1 The Series 2010 Utility System Bonds ............................ 1

Book-Entry-Only System ............................................. 2 Redemption Provisions................................................. 4 Additional Bonds........................................................... 5

Purpose of the Bond Issue ................................................ 5 Security for the Bonds ...................................................... 5 The Plan of Financing ...................................................... 6 Sources and Uses of Funds................................................ 6 The City of Weatherford ................................................... 6

General Information ...................................................... 6 City of Weatherford Population .................................... 7 Major Employers 2010.................................................. 7

The Weatherford Public Works Authority ........................ 8 Purposes of the Authority.................................................. 8 The System........................................................................ 8

Wastewater Treatment Plant.......................................... 8 Sanitary Sewer Collection System ................................ 8 Garbage and Trash Collection ....................................... 8 Water Treatment Plant and Distribution........................ 9 Historical Water and Sewer Connections ...................... 9 Top 10 Water and Sewer Customers ............................. 9

Utility Rate Schedule ...................................................... 10 Revenues and Coverage .................................................. 11

Historical Revenues..................................................... 11 Projected Revenues ..................................................... 11

Risks of Bondholders ..................................................... 11 Secondary Market........................................................ 12

Tax Exemption ................................................................ 12 Certain Federal Tax Information ..................................... 12

General ........................................................................ 12 Tax Treatment of Original Issue Discount .................. 13 Tax Treatment of Original Issue Premium .................. 13 Qualified Tax-Exempt Obligations.............................. 13 Changes in Federal Tax Law....................................... 14 Alternative Minimum Tax ........................................... 14

Financial Statements........................................................ 14 Legal Matters................................................................... 14 No Litigation ................................................................... 14 Underwriting ................................................................... 14 Rating .............................................................................. 15 Financial Advisor ............................................................ 15 Continuing Disclosure ..................................................... 15 Miscellaneous .................................................................. 15 Certification as to Official Statement .............................. 16

APPENDIX A - Debt Service Schedule

APPENDIX B - City of Weatherford, Oklahoma Financial Statements and Auditor’s Reports for Fiscal Year Ended December 31, 2008

APPENDIX C - Form of Opinion of Bond Counsel

APPENDIX D - Summary of Documents

APPENDIX E - Form of Continuing Disclosure Agreement

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WEATHERFORD PUBLIC WORKS AUTHORITY

Trustees

Mike Brown, Chairman Rick Miller, Trustee Joe Johns, Trustee Mark Tate, Trustee

Joe Merchant, Trustee Tony Davenport, Secretary

CITY OF WEATHERFORD, OKLAHOMA

Mayor and City Council

Mike Brown, Mayor Joe Merchant, Vice Mayor and Ward IV Council Member

Rick Miller, Ward I Council Member Joe Johns, Ward II Council Member

Mark Tate, Ward III Council Member

Administration

Tony Davenport, Director of Finance/City Clerk Dana Carson, Director of Personnel

David Duncan, City Attorney

TRUSTEE

Bank of Oklahoma, N.A. Oklahoma City, Oklahoma

AUTHORITY’S COUNSEL BOND COUNSEL Duncan & Dirickson J. Brent Clark, P.C. Weatherford, Oklahoma Oklahoma City, Oklahoma FINANCIAL ADVISOR UNDERWRITERS BOSC, Inc. Wells Nelson & Associates, LLC A subsidiary of BOK Financial Corp. Oklahoma City, Oklahoma Oklahoma City, Oklahoma The Baker Group, Inc. Oklahoma City, Oklahoma

(iii)

SUMMARY STATEMENT

The information contained on these pages is introductory only and is subject in all respects to the complete information in the Official Statement, including the Appendices attached hereto. ISSUER: The Weatherford Public Works Authority (the “Authority”). DESCRIPTION: $11,115,000 Utility System Revenue Bonds, Series 2010. AUTHORITY: The bonds are being issued pursuant to the terms of a General Bond Indenture

dated as of June 1, 2010 (the “Indenture”) USE OF PROCEEDS: The proceeds received from the sale of the Series 2010 Utility System Bonds are

to be used, along with other available monies, to (i) fund improvements to the Authority’s utility system; (ii) establish the Sinking Fund Reserve Fund, and (iii) pay certain costs related to the issuance of the Series 2010 Utility System Bonds.

SECURITY: The City of Weatherford (the “City”) has leased its presently existing and

hereafter acquired municipal water, sanitary sewer and garbage and trash collection systems (collectively the “System”) to The Weatherford Public Works Authority (the “Authority”), pursuant to a Lease Agreement effective August 28, 1967 (the “Lease”). The Bonds are secured by a mortgage on the leasehold interest of the Authority in the water, sanitary sewer and garbage and trash collection systems of the City and a pledge of Net Revenues of the System. In addition, the Bonds are secured by a Sinking Fund Reserve Fund.

INTEREST PAYMENTS: Interest on the Series 2010 Utility System Bonds will be payable beginning

December 1, 2010, and semi-annually on each June 1 and December 1 thereafter. FORM: The Series 2010 Utility System Bonds are issued in fully registered form,

without interest coupons. DENOMINATIONS: $5,000 or any multiple thereof, not to exceed $100,000. REDEMPTION: The Series 2010 Utility System Bonds are subject to optional redemption

beginning December 1, 2019, as herein described. The Series 2010 Utility System Bonds stated to mature on December 1, 2030, are subject to mandatory redemption as herein described.

TAX MATTERS: The Series 2010 Utility System Bonds have been designated by the Authority as

"Qualified Tax-Exempt Obligations", as that term is defined in the Code. LEGALITY: Issuance of the Series 2010 Utility System Bonds is subject to the approval of

J. Brent Clark, P.C., Oklahoma City, Oklahoma, Bond Counsel.

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OFFICIAL STATEMENT



INTRODUCTION

This Official Statement, including the cover page and Appendices hereto, is furnished to provide information with respect to the offering by The Weatherford Public Works Authority (the “Authority”) of its Utility System Revenue Bonds, Series 2010, dated as of their date of delivery (the “Series 2010 Utility System Bonds”). The Series 2010 Utility System Bonds are to be issued pursuant to a Bond Indenture, dated as of June 1, 2010 (the “Bond Indenture”), by, and between the Authority and Bank of Oklahoma, National Association, as trustee (the “Trustee”), for the holders of the Bonds.

The City of Weatherford (the “City”) has leased its presently existing and hereafter acquired municipal water, sanitary sewer and garbage and trash collection systems (collectively the “System”) to the Authority, pursuant to a Lease effective as of August 28, 1967 (the “Lease”). Reference is made to Appendix D of this Official Statement entitled “Summary of Documents” for a more complete description of the Lease. The Bonds are secured by a first mortgage on the leasehold interest of the Authority in the water, sanitary sewer and garbage and trash collection systems of the City and a pledge of the Net Revenues of the System. In addition, the Bonds are secured by a Sinking Fund Reserve Fund in an amount equal to the least of (a) ten percent (10%) of the stated principal amount of the Bonds, (b) maximum annual principal and interest requirements on the Bonds, or (c) one-hundred-twenty-five percent (125%) of the average annual principal and interest requirements on the Bonds (the "Reserve Requirement").

The Series 2010 Utility System Bonds are being issued to provide funds which will be used to (i) finance certain improvements to the System; (ii) establish the Sinking Fund Reserve Fund, and (iii) pay costs related to the issuance of the Series 2010 Utility System Bonds.

The Bonds and the interest thereon do not constitute an indebtedness, liability, general or moral obligation or a loan of the full faith and credit of, or a charge against, the Authority, the City of Weatherford or the State of Oklahoma or any political subdivision thereof within the meaning of the constitution or any statutes of the State of Oklahoma and shall never constitute or give rise to a pecuniary liability or a charge against its general credit. No owner of any Bond shall have the right to compel any exercise of the taxing power of the City of Weatherford or the State of Oklahoma to pay the Bonds or the interest or redemption premium, if any, thereon. THE AUTHORITY HAS NO TAXING POWER. Neither the Authority, the City of Weatherford nor the State of Oklahoma nor any political subdivision thereof, shall be obligated to pay the principal of the Bonds or the redemption premium, if any, or interest thereon or other costs incidental thereto, except from the revenues and other amounts pledged thereto.

Brief descriptions of the Authority, the Bonds, the City, the Bond Indenture, the System, and the Lease are contained in this Official Statement and Appendices hereto. Such descriptions do not purport to be complete or definitive. All references made herein to the Bonds are qualified in their entirety by reference to the Bond Indenture. All references made herein to the Indenture and the Lease are qualified in their entirety by reference to such complete documents.

THE SERIES 2010 UTILITY SYSTEM BONDS

The Series 2010 Utility System Bonds shall bear interest at the rates and mature in the principal amounts and on the dates shown on the cover hereof. The Series 2010 Utility System Bonds are being issued in fully registered form in denominations of $5,000 each and, with respect to principal maturing on the same date, in integral multiples thereof. The Series 2010 Utility System Bonds are transferable on the registration books maintained at the corporate trust office of the Trustee.

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The Series 2010 Utility System Bonds will be dated as of the date of their delivery and will bear interest from that date. Principal is payable on December 1on the dates shown on the inside cover hereof, beginning December 1, 2011. Interest on the Series 2010 Utility System Bonds shall be payable semiannually on June 1 and December 1 of each year, commencing December 1, 2010, until the principal amount of the Series 2010 Utility System Bonds is paid.

Interest on the Series 2010 Utility System Bonds will be paid by check mailed to the registered owner in whose name such Bonds are registered on the registration books of the Trustee at the close of business on the Record Date. The Record Date is the 15th day of the month preceding each interest payment date for the Series 2010 Utility System Bonds. The principal of the Series 2010 Utility System Bonds will be payable upon presentation thereof at the corporate trust office of the Trustee. If any of the Series 2010 Utility System Bonds are lost, mutilated, stolen or destroyed, the Authority shall execute and the Trustee shall authenticate a new Bond or Bonds of the same date, maturity and aggregate denomination, and the Authority may require satisfactory indemnification prior to replacement.

The Series 2010 Utility System Bonds will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”) which will act as securities depository for the Series 2010 Utility System Bonds. Principal and interest on the Series 2010 Utility System Bonds will be paid by the Trustee to DTC. Disbursements of such payments to the DTC participants is the responsibility of DTC and disbursement of such payments to the beneficial owners is the responsibility of the DTC participants and the Indirect Participants, as more fully described herein. See “Book-Entry Only System”.

Book-Entry-Only System

The information in this section concerning The Depository Trust Company (“DTC”) and DTC’s book-entry-only system has been obtained from DTC, and the Authority and the Underwriters take no responsibility for the accuracy thereof.

DTC will act as securities depository for the Series 2010 Utility System Bonds. The Series 2010 Utility System 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 2010 Bond certificate will be issued for each maturity of the Series 2010 Utility System Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC at the office of the Trustee on behalf of DTC utilizing the DTC FAST system of registration.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through 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 is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest 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 www.dtcc.com and www.dtc.org.

Purchases of Series 2010 Utility System Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2010 Utility System Bonds on DTC’s records. The ownership

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interest of each actual purchaser of each Series 2010 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2010 Utility System Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2010 Utility System Bonds, except in the event that use of the book-entry system for the Series 2010 Utility System Bonds is discontinued.

To facilitate subsequent transfers, all Series 2010 Utility System Bonds deposited by Direct Participants with DTC (or the Trustee on behalf of DTC utilizing the DTC FAST system of registration) are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2010 Utility System Bonds with DTC (or the Trustee on behalf of DTC utilizing the DTC FAST system of registration) and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2010 Utility System Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2010 Utility System Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.

Redemption notices shall be sent to DTC. If less than all the Series 2010 Utility System Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the Series 2010 Utility System Bonds unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2010 Utility System Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions and dividend payments on the Series 2010 Utility System 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 (nor its nominee), the Trustee or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and dividend payments on the Series 2010 Utility System Bonds 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 2010 Utility System Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2010 Bond certificates are required to be printed and delivered.

The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Series 2010 Bond certificates will be printed and delivered to DTC.

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The Authority, Bond Counsel, the Trustee and the Underwriters cannot and do not give any assurances that the DTC Participants will distribute to the Beneficial Owners of the Series 2010 Utility System Bonds: (i) payments of principal of or interest on the Series 2010 Utility System Bonds; (ii) certificates representing an ownership interest or other confirmation of Beneficial Ownership interests in the Series 2010 Utility System Bonds; or (iii) redemption or other notices sent to DTC or its nominee, as the Registered Owners of the Series 2010 Utility System Bonds; or that they will do so on a timely basis or that DTC or its participants will serve and act in the manner described in this Official Statement. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

None of the Authority, Bond Counsel, the Trustee or the Underwriters will have any responsibility or obligation to such DTC Participants (Direct or Indirect) or the persons for whom they act as nominees with respect to: (i) the Series 2010 Utility System Bonds; (ii) the accuracy of any records maintained by DTC or any DTC Participant; (iii) the payment by any DTC Participant of any amount due to any Beneficial Owner in respect of the principal amount of or interest on the Series 2010 Utility System Bonds; (iv) the delivery by any DTC Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Master Indenture to be given to Registered Owners; (v) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Series 2010 Utility System Bonds; or (vi) any consent given or other action taken by DTC as Registered Owner.

In reading this Official Statement, it should be understood that while the Series 2010 Utility System Bonds are in the Book Entry system, references in other sections of this Official Statement to Registered Owner should be read to include the Beneficial Owners of the Series 2010 Utility System Bonds, but: (i) all rights of ownership must be exercised through DTC and the Book Entry system; and (ii) notices that are to be given to Registered Owners by the Authority or the Trustee will be given only to DTC.

Redemption Provisions

The Series 2010 Utility System Bonds are subject to redemption prior to maturity as more fully described in this section of this Official Statement.

Optional Redemption. The Series 2010 Utility System Bonds maturing on and after December 1, 2020, are subject to redemption prior to maturity at the option of the Authority on at least thirty (30) days notice, as a whole or from time to time in part, on any date on or after December 1, 2019, at the par value thereof plus in each case interest accrued to the date fixed for redemption.

Mandatory Redemption. The Series 2010 Utility System Bonds stated to mature on December 1, 2030, are subject to mandatory redemption on December 1 in the years and in the principal amounts shown below, at the par value thereof plus in each case interest accrued to the date fixed for redemption.

December 1 Amount

2026 $660,000 2027 690,000 2028 720,000 2029 755,000 2030 (maturity) 785,000

Special Redemption. The Series 2010 Utility System Bonds are subject to redemption at the option of the Authority from available monies, in whole at any time, at the principal amounts thereof and interest accrued thereon to the date fixed for redemption, if, as a result of any change in the Constitution of the United States of America or of the State of Oklahoma or any legislative or administrative action, whether State or Federal, or by final judgment in a court of competent jurisdiction after the contest thereof by the City or the Authority in good faith, wherein (i) the Indenture or the Lease Agreement become void, unenforceable, or impossible of performance in accordance with their intent and purpose of the parties as expressed therein or (ii) the interest on the Series 2010 Utility System Bonds shall be includable in gross income for Federal income tax purposes. In the

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event such redemption is made pursuant to the special redemption provisions referenced herein, such redemption shall be made at the principal amount so redeemed and the interest accrued thereon to the redemption date, but without premium.

Notice of Redemption. In the event any of the Series 2010 Utility System Bonds, or portions thereof, are called for redemption as aforesaid, notice thereof identifying the bonds or portions thereof to be redeemed will be given by the Trustee to Cede & Co. by first class mail (postage prepaid) or by telecopy not less than 30 business days prior to the date fixed for redemption. All bonds so called for redemption will cease to bear interest after the specified redemption date provided funds for their redemption are on deposit at the place of payment at that time.

Selection of Bonds to be Redeemed. In the event of any redemption of less than all of the outstanding Series 2010 Utility System Bonds, any maturity or maturities and amounts within maturities to be redeemed shall be selected by the Trustee at the direction of the Authority. If less than all of the Series 2010 Utility System Bonds of the same maturity are to be redeemed, the Trustee shall select the Series 2010 Utility System Bonds to be redeemed by lot in such manner as the Trustee may determine. In making such selection the Trustee shall treat each Series 2010 Bond as representing that number of Series 2010 Utility System Bonds of the lower authorized denomination as is obtained by dividing the principal amount of such Series 2010 Utility System Bonds by such denomination.

Additional Bonds

Additional Bonds may be issued by the Authority and secured thereunder on a parity with the Bonds, as provided in the Indenture. See Appendix D - “Summary of Documents” for a more complete discussion.

PURPOSE OF THE BOND ISSUE

The proceeds received from the sale of the Series 2010 Utility System Bonds are to be used, along with other available monies, to (i) finance certain improvements to the System; (ii) establish the Sinking Fund Reserve Fund, and (iii) pay costs related to the issuance of the Series 2010 Utility System Bonds.

SECURITY FOR THE BONDS

The Series 2010 Utility System Bonds will be secured by a mortgage on the leasehold interest of the Authority in the water, sanitary sewer and garbage and trash collection systems of the City and a pledge of the Net Revenues of the System. In addition, the Bonds are secured by a Sinking Fund Reserve Fund. The Authority covenants to maintain Net Revenues, as defined in the Indenture, at one hundred twenty-five percent (125%) of the average annual debt service requirements on the Bonds.

In the event Net Revenues are insufficient, the Authority covenants to increase rates, charges, and fees for use of the System in order to maintain Net Revenues at one hundred twenty-five percent (125%) of the average annual debt service requirements on the Bonds.

The payment of the principal of and interest on the Series 2010 Utility System Bonds does not constitute an indebtedness, liability, general or moral obligation or a loan of the full faith and credit of, or charge against, the City of Weatherford, the State of Oklahoma (the “State”) or any political subdivision thereof within the meaning of the Constitution or any statutes of the State of Oklahoma and shall never constitute or give rise to a pecuniary liability or charge against its general credit. No owners of any Bond shall have the right to compel any exercise of the taxing power of the City or State to pay the Bonds, or the interest or redemption premium, if any, thereon. Neither the City nor the State nor any political subdivision thereof shall be obligated to pay the principal of and interest on the Series 2010 Utility System Bonds or the redemption premium, if any, other cost incidental thereto, except from the revenues and other amounts pledged thereto. THE AUTHORITY HAS NO TAXING POWER.

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THE PLAN OF FINANCING

A portion of the proceeds of the Series 2010 Utility System Bonds, after the payment of certain costs and the making of certain deposits as described below, will be deposited into the Project Fund and utilized fully to pay for the improvements to the System.

The remainder of the proceeds of the Series 2010 Utility System Bonds will be utilized to make a deposit in the Sinking Fund Reserve Fund in an amount equal to the Reserve Requirement for the Series 2010 Utility System Bonds, pay the costs of issuing the Series 2010 Utility System Bonds and other items as set out on the Closing Order.

SOURCES AND USES OF FUNDS

The proceeds from the sale of the Series 2010 Utility System Bonds and other available monies will be applied as follows:

Sources

Par Amount of Bonds $ 11,115,000.00 Less Original Issue Discount (86,467.65) Plus Original Issue Premium 40,594.65

Total Sources of Funds $ 11,069,127.00

Uses

Deposit to Project Fund $ 10,002,824.50 Deposit to Sinking Fund Reserve Fund 824,652.50 Underwriter’s Discount 83,362.50 Costs of Issuance* 158,287.50 Total Uses of Funds $ 11,069,127.00

* Costs of Issuance include Trustee Fee, Bond Counsel Fee, other counsel fees,

printing cost, etc.

THE CITY OF WEATHERFORD

General Information

The City of Weatherford (“Weatherford” or the “City”) is located on historic Route 66 in Custer County, Oklahoma, about an hour west of Oklahoma City.

Weatherford was first settled in 1892 during Oklahoma’s third land run. Weatherford Settlement was named after settler William J. Weatherford, a deputy U.S. Marshal and one of the area’s first settlers. The Choctaw, Oklahoma and Gulf Railroad began extending its lines west from El Reno in early 1898. The Railroad located a terminus where the present City of Weatherford is located, which is about two miles from where the Weatherford Settlement was located. Weatherford became incorporated with the first election held on May 2, 1898. Regular train service started in November 1898.

Weatherford was for many years on a main line of the now defunct Rock Island Railroad, which is still in operation under a different owner. During the early years of the automobile, State Highway 3 followed Main Street through the City. State Highway 3 was renamed in 1926 as U.S. Route 66. The Route 66 alignment became a frontage road when Interstate 40, which generally parallels the Route 66 alignment, was completed east and west of Weatherford in 1960. Weatherford is also served by State Highway 54 running north-south. Weatherford is approximately one hour west of Will Rogers World Airport in Oklahoma City.

Weatherford Public Schools provides public education services to the city of Weatherford as well as surrounding rural areas in southeastern Custer and northeastern Washita counties. The district operates three

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elementary schools, one middle school, and one high school. Weatherford Public Schools ranks in the top 15 schools academically in the state of Oklahoma.

Weatherford is home to Southwestern Oklahoma State University (“SWOSU”), a regional university with over 5,000 students. SWOSU is Weatherford’s largest employer and provides activities for the community year round. SWOSU was established by an act of the Oklahoma Territorial Legislature in 1901 as the Southwestern Normal School. Due to the efforts of far-sighted community leaders, the Southwestern Normal School was located in Weatherford. In 1903, classes began in vacant buildings on Weatherford’s Main Street. The first Normal School building was erected and occupied in early 1904. Over the years, major changes in the Normal School’s name and purpose occurred, with its scope being greatly expanded. In 1974 the Oklahoma State Legislature changed the name of the institution to Southwestern Oklahoma State University. Today, students at SWOSU may complete associate, bachelor's, master's, and Doctor of Pharmacy degrees while attending either traditional on-campus classes at the main campus in Weatherford or SWOSU’s branch campus in Sayre, or while participating in distance learning opportunities provided through state-of-the-art technology.

Weatherford is also the hometown of Lt. General Thomas P. Stafford, Gemini and Apollo missions astronaut. The Stafford Air & Space Museum, located in Weatherford, is one of the most highly regarded space and aeronautics museums in the United States. Weatherford is home to one of the largest wind turbine facilities (“wind farms”) in Oklahoma. The Weatherford Wind Energy Center began commercial operation in 2005 and was Oklahoma’s third major wind farm. Two large manufacturing plants, Imation Corporation and Kodak Polychrome Graphics, are also located in Weatherford.

City of Weatherford Population

Year Estimated Count* 2008 10,185 2007 10,023 2006 9,965 2005 9,886 2004 9,751 2003 9,783 2002 9,558 2001 9,818

Year Census Count* 2000 9,859 * Source: U.S. Census Bureau.

Major Employers 2010

Employer Product/Service Employees Southwestern Oklahoma State University Education services 1000 Wal-Mart Retail Store 270 Weatherford Public Schools Education services 220 Rick Koch Oil Fuel wholesaler/retailer/hotel services 185 Weatherford Regional Hospital Health services 179 BOP Ram Oil field equipment rental/sales 152 City of Weatherford Government Services 107 Chesapeake Energy Corporation Natural gas/oil producer/services 100 United Supermarket Retail Grocery 85 Imation Corporation Digital storage products 80 Weatherford Daily News Newspaper 27 Kodak Photographic services/products 20 Ferrania Photographic film/marketing services 8 Oklahoma National Guard Government Services 7

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THE WEATHERFORD PUBLIC WORKS AUTHORITY

The Weatherford Public Works Authority is a public trust created by a Declaration of Trust dated July 24, 1967, as amended and supplemented (the “Trust Indenture”), under the authority of Title 60, Oklahoma Statutes 2001, Sections 176 to 180.3, as amended, and the Oklahoma Trust Act. The beneficiary of the Authority is the City, and the Board of Commissioners of the City accepted the beneficial interest on July 24, 1967.

The Trustees of the Authority are the same persons who are currently the Mayor and members of the Board of Commissioners of the City and the Trustees continue to hold office as members of the Authority until their successors are elected to the governing board of the City and qualify for office. The Mayor of the City is ex-officio the Chairman of the Trustees of the Authority, and the City Clerk is ex-officio Secretary of the Authority.

PURPOSES OF THE AUTHORITY

The Authority is not organized for profit and no part of its net earnings may inure to the benefit of any private person. The purposes of the Authority, as more fully described in the Trust Indenture, are to furnish and supply utility services and facilities, receive all revenue generated to pay the debt service requirements on the long-term debt issued by the Authority, pay all operating expenses and finance future utility improvements. The City has leased its water, sanitary sewer and garbage and trash collection systems to the Authority. The City is the beneficiary of the Authority. The governing body of the City is the Board of Commissioners which consists of a Mayor and four Commissioners. The Mayor and Commissioners are listed on page (ii) of this Official Statement.

THE SYSTEM

The System, which is leased by the City to the Authority pursuant to the Lease, consists of all existing and hereafter acquired properties of the water, sanitary sewer and garbage and trash collection systems of the City. Net Revenues from the System are available for payment of debt service on the Bonds. Revenues accrued to or received by the System during the term of the Lease include, (i) all rates, fees, rentals, other charges, income, and monies properly allocable to the System in accordance with generally accepted accounting principles resulting from the ownership and operation of the System, excluding customer deposits and any other deposits subject to refund until such deposits have become the property of the Authority, (ii) all revenues, rates, fees, rentals, charges or proceeds received by the Authority pursuant to the Lease, (iii) the proceeds of any insurance covering interruption loss relating to the System, and (iv) interest on any monies or securities held pursuant to the Indenture. Reference is made to Appendix D of this Official Statement entitled “Summary of Documents” for a more complete description of the Lease.

Wastewater Treatment Plant

The City of Weatherford wastewater treatment plant was constructed in 1964. The advanced wastewater treatment plant includes primary and secondary treatment processes. The plant has a treatment capacity of 2.0 mgd. The plant was upgraded in 1994. The plant is currently permitted by the Oklahoma Department of Environmental Quality (ODEQ) and the Environmental Protection Agency (EPA) at 2.0 mgd of treatment capacity. The plant is currently in full compliance with its Oklahoma Pollutant Discharge Elimination System permit.

Sanitary Sewer Collection System

The City of Weatherford wastewater collection system is divided into 6 drainage basins: The collection system consists of approximately 37 miles of sanitary sewer mains ranging in size from 6 inches to 36 inches, 13 lift stations, and approximately 488 manholes.

Garbage and Trash Collection

The City of Weatherford operates its own trash collection system. All residents living within the corporate limits of Weatherford are required to participate in this system. Garbage is collected and taken to a private transfer

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station in Weatherford. The garbage collection fees are listed under the Utility Rate Schedule beginning on page 10 of this Official Statement.

Water Treatment Plant and Distribution

The City of Weatherford's raw water supply is ground water. The City’s 50-year dependable yield is 7.5 mgd from the Rush Springs Sandstone Formation.

The City of Weatherford currently has two (2) water treatment plants. Six employees are currently licensed to work and operate the water treatment facilities. The plants have a rated treatment capacity of 7.5 mgd. In 2009, the average daily demand for water was 1.8 mgd with peak water demand at 3.5 mgd. The highest single day usage in 2009 was 1.95 mgd.

The present water storage facilities consist of two (2) elevated storage tanks totaling 4.0 million gallons and two (2) ground storage tanks totaling 400,000 gallons. Therefore, the City currently has a total of 4.4 million gallons of storage capacity. The water distribution system consists of both pressurized and gravity flow areas within the system. The distribution system has 2 booster pump stations with a total pumping capacity to handle approximately 40 miles of pipe. The breakdown of pipe within the system is 80% metallic pipe, 5% plastic pipe and 15% AC pipe.

Historical Water and Sewer Connections

The following table lists the historical water and sewer connections for the fiscal years ended December 31, 2001- 2009:

Fiscal Year

Water Connections % Change

Sewer Connections % Change

2009 5200 0.48 5150 0.49 2008 5175 0.96 5125 1.49 2007 5126 0.45 5050 0.50 2006 5103 0.55 5025 0.56 2005 5075 1.18 4997 1.22 2004 5016 0.42 4937 0.43 2003 4995 0.71 4916 0.74 2002 4960 0.71 4880 0.35 2001 4925 -- 4863 --

Top 10 Water and Sewer Customers

Annual Percentage Revenue of Total

1. Southwestern Oklahoma State University $39,582 1.92% 2. Southwestern Oklahoma State University 39,197 1.90% 3. Imation 18,979 0.92% 4. Collegiate Station 18,600 0.90% 5. Country West 17,321 0.84% 6. Southwestern Oklahoma State University Campus North 13,667 0.66% 7. University Park Apartments 13,060 0.63% 8. Weatherford Public Schools 12,205 0.59% 9. Weatherford Hospital 5,280 0.26% 10. Braums 3,395 0.01%

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UTILITY RATE SCHEDULE (Effective June 1, 2009)

Residential Water Rates & Commercial Out of Town

First 2,000 gallons (minimum) $ 8.00 $16.00 Next 13,000 per thousand 2.50 5.00 Next 10,000 per thousand 2.60 5.20 Next 10,000 per thousand 2.70 5.40 Next 10,000 per thousand 2.80 5.60 Next 10,000 per thousand 2.90 5.80 Over 55,000 per thousand 3.00 6.00

Sewer Rates Residential Commercial First 8,000 gallons (minimum) $12.00 -- First 15,000 gallons (minimum) -- $12.00 Over minimum per thousand 0.90 0.90 Maximum bill 35.00 n/a

Industrial Water & Sewer Water Sewer First 1,000,000 per thousand $ 2.10 $ 0.65 Next 2,000,000 per thousand 2.20 0.65 Next 2,000,000 per thousand 2.25 0.65 Next 5,000,000 per thousand 2.30 0.65

E.M.S. Ambulance Fee $4.00 per month for residential customers.

Residential Garbage Rates $18.50 per month for twice a week dumpster service. $20.00 per month for twice a week curbside pickup. Out of town assessed at one-and-one-half (1½) times the in town rate.

Roll Off Dumpster Fees Container delivery $ 80.00 Daily rental 2.50 Dumping fee basic service per dump 350.00 State fee per dump 15.00 Moving fee 75.00 Over 10 tons excess disposal 50.00

Commercial Garbage Rates 1. Minimum commercial rate is $39.00 for users that do not have a dedicated dumpster. 2. Users with a dedicated dumpster(s) will be assessed according to the following rate table. 3. Out of town is assessed at one-and-one-half (1½) times the in town rate using the following rate table. 4. The minimum number of essential dumpsters will be placed at each location, but the city will make the

final decision as to the number of required dumpsters.

Pickups Per Week Number of Dumpsters 1 2 3 4 5 6

1 $ 39.00 $ 61.00 $ 88.00 $115.00 $142.00 $170.00 2 61.00 117.00 171.00 223.00 277.00 332.00 3 88.00 171.00 250.00 331.00 415.00 495.00 4 115.00 223.00 331.00 437.00 550.00 660.00 5 142.00 277.00 415.00 550.00 685.00 820.00 6 170.00 332.00 495.00 660.00 820.00 985.00

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Current Minimum Bill Water $ 8.00 Sewer 12.00 Garbage 18.50 EMS (pass through) 4.00 Total Minimum Bill $42.50

Penalty Fee 10% of unpaid balance.

REVENUES AND COVERAGE

Historical Revenues

The historical operating revenues, operating expenses (excluding depreciation, capital replacement and repairs and maintenance not recurring annually) of the system which would have been available for debt service on the Bonds during the last three fiscal years ending December 31 are as follows:

Fiscal Year Ending December 31, 2006* 2007* 2008*

Operating Revenues $3,531,582 $3,514,489 $3,559,031 Less Operating Expenses (2,321,470) (2,360,861) (2,211,072) Net Operating Revenues $1,210,112 $1,153,628 $1,347,959 Less Annual Debt Service Payment (827,413) (826,895) (828,408) Gain (Loss) in Fund Balance $ 482,699 $ 326,733 $ 519,551 Debt Coverage 1.46x 1.36x 1.63x * Includes net debt service on the Authority’s Refunding Bonds of 2002 (final maturity

January 1, 2011).

Projected Revenues

The projected operating revenues, and operating expenses (excluding depreciation, capital replacement and repairs and maintenance not recurring annually), of the System which are projected for debt service on the Bonds during the next five fiscal years ending December 31 are as follows:

Fiscal Year Ending December 31, 2009* 2010* 2011* 2012 2013

Operating Revenues $3,625,766 $3,734,539 $3,846,575 $3,961,972 $4,080,832 Less Operating Expenses (2,201,453) (2,267,497) (2,335,521) (2,405,587) (2,477,755) Net Operating Revenues $1,424,313 $1,467,042 $1,511,054 $1,556,385 $1,603,077 Less Annual Debt Service Payment (823,368) (997,258) (991,849) (824,353) (821,903) Gain (Loss) in Fund Balance $ 600,945 $ 469,784 $ 519,205 $ 732,032 $ 781,174 Debt Coverage 1.73x 1.47x 1.52x 1.89x 1.95x * Includes net debt service on the Authority’s Refunding Bonds of 2002 (final maturity January 1, 2011).

RISKS OF BONDHOLDERS

As reflected herein, the Series 2010 Utility System Bonds are limited and special obligations of the Authority payable from the Net Revenues received by the Authority from the operations and existence of the System. The ability of the Authority to generate sufficient Net Revenues to pay (i) the debt service requirements on the Bonds; (ii) the monies required, if necessary, to replenish the Sinking Fund Reserve Fund; (iii) the Operation and

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Maintenance Expenses of the System; and (iv) any other monies required to meet any other lawful needs of the Authority, will depend, in part, upon the ability of the Authority to operate and maintain the System at a reasonable cost. See “Security for the Bonds” above. If the Authority should be unable to operate and maintain the System, the Authority would have to attempt to contract with another party for the operation of the System. Any failure to operate and maintain the System, or cause the System to be operated and maintained, will result in a reduction or elimination of the Revenues and could result in the inability of the Authority to pay the debt service requirements on the Series 2010 Utility System Bonds.

Furthermore, any reduction in the demand for the services of the System, any increases in the costs of operating and maintaining the System, any new technology which could render the services of the System obsolete and unneeded, and any other similar changes could have a negative impact on the ability of the Authority to pay the debt service requirements of the Series 2010 Utility System Bonds. If the Authority shall be unable in the future to raise rates, fees and charges for services of the System, or cause such to be raised, the Authority may be unable to generate sufficient Revenues to provide the monies described above.

Secondary Market

There is no guarantee that a secondary trading market will develop for the Series 2010 Utility System Bonds. Consequently, prospective bond purchasers should be prepared to hold their Series 2010 Utility System Bonds to maturity or prior redemption. Subject to applicable securities laws and prevailing market conditions the Underwriters intend, but are not obligated to, make a market in the Series 2010 Utility System Bonds.

TAX EXEMPTION

The Internal Revenue Code of 1986, as amended (the “Code”), establishes certain requirements that must be met subsequent to the issuance and delivery of the Series 2010 Utility System Bonds in order that interest on the Series 2010 Utility System Bonds be and remain excludable from gross income for Federal income tax purposes under Section 103 of the Code. The Arbitrage and Use of Proceeds Certificate of the Authority (the “Arbitrage Certificate”) which will be delivered concurrently with the delivery of the Series 2010 Utility System Bonds will contain provisions and procedures relating to compliance with the requirements of the Code. The Authority, in executing its Arbitrage Certificate, will certify to the effect that it will comply with the provisions and procedures set forth therein and it will do and perform all acts and things necessary or desirable to assure that interest paid on the Bonds is not included in gross income under Section 103 of the Code. Noncompliance by the Authority with such provisions and procedures may require inclusion in gross income of interest on the Bonds retroactive to the date of issuance of the Bonds, regardless of when such noncompliance occurs.

Assuming that the Authority complies with the provisions and procedures set forth in the Arbitrage Certificate, in the opinion of J. Brent Clark, P.C., Bond Counsel, under existing statutes and court decisions, interest on the Bonds is not included in gross income for federal income tax purposes pursuant to Section 103 of the Code, and under existing statutes, interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed under the Code with respect to individuals and corporations. The Code provides, however, that such interest is included in the adjusted current earnings of certain corporations for purposes of computing the alternative minimum tax imposed on such corporations.

CERTAIN FEDERAL TAX INFORMATION

General

The following is a discussion of certain Federal income tax matters under existing statutes. It does not purport to deal with all aspects of Federal taxation that may be relevant to particular Bondowners. Prospective investors, particularly those who may be subject to certain rules, are advised to consult their own tax advisors regarding the Federal tax consequences of owning and disposition of the Series 2010 Utility System Bonds, as well as any tax consequences arising under the laws of any state or other taxing jurisdiction.

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Tax Treatment of Original Issue Discount

The Series 2010 Utility System Bonds that were offered at a price less than the principal amount thereof resulting in a yield greater than the interest rate for each such maturity as shown on the cover page hereof are herein referred to as the “Original Issue Discount Bonds.” The difference between (i) the amount payable at the maturity of each Original Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond constitutes original issue discount with respect to such Original Issue Discount Bond in the hands of any owner who has purchased such Original Issue Discount Bond in the initial public offering of the Series 2010 Utility System Bonds. Under existing law, such initial owner is entitled to exclude from gross income (as defined in Section 61 of the Code) an amount of income with respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount allocable to the period that such Original Issue Discount Bond continues to be owned by such owner.

In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Bond was held by such initial owner) is includable in gross income.

Under existing law, the original issue discount on each Original Issue Discount Bond is accrued daily to the stated maturity thereof (in amounts calculated as described below for each six-month period ending on the date before the semiannual anniversary dates of the date of the Series 2010 Utility System Bonds and ratably within each such six-month period) and the accrued amount is added to an initial owner’s basis for such Original Issue Discount Bond for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Bond.

The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. All owners of Original Issue Discount Bonds should consult their own tax advisors with respect to the determination for federal, state and local income tax purposes of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Bonds and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount Bonds.

Tax Treatment of Original Issue Premium

The Series 2010 Utility System Bonds that were offered at a price in excess of the principal amount thereof resulting in a yield less than the interest rate for each such maturity as shown on the cover page hereof are herein referred to as the “Premium Bonds.” As a result of the tax cost reduction requirements of the Code relating to amortization of bond premium, under certain circumstances an initial owner of Premium Bonds may realize a taxable gain upon disposition of such Premium Bonds even though they are sold or redeemed for an amount equal to such owner’s original cost of acquiring such Premium Bonds. Owners of Premium Bonds are advised that they should consult with their own tax advisors with respect to the tax consequences of owning such Premium Bonds.

Qualified Tax-Exempt Obligations

The Code provides that commercial banks, thrift institutions and other financial institutions may not deduct the portion of their interest expense allocable to tax exempt obligations acquired after August 7, 1986 unless the interest is paid on obligations which are designated "qualified tax-exempt obligations" under Section 265 of the Code. The Series 2010 Utility System Bonds are "qualified tax-exempt obligations" for this purpose.

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Changes in Federal Tax Law

From time to time proposals are introduced in Congress that, if enacted into law, could have an adverse impact on the potential benefits of the exclusion from gross income for federal income tax purposes of the interest on the Series 2010 Utility System Bonds, and thus on the economic value of the Series 2010 Utility System Bonds. This could result from reductions in federal income tax rates, changes in the structure of the federal income tax rates, changes in the structure of the federal income tax or its replacement with another type of tax, repeal of the exclusion of the interest on the Series 2010 Utility System Bonds from gross income for such purposes, or otherwise. It is not possible to predict whether any legislation having an adverse impact on the tax treatment of holders of the Series 2010 Utility System Bonds may be proposed or enacted.

Alternative Minimum Tax

The Code imposes an alternative minimum tax with respect to individuals and corporations on alternative minimum taxable income. Interest on the Series 2010 Utility System Bonds is not treated as a preference item in calculating alternative minimum taxable income. The Code provides, however, that, a portion of the adjusted current earnings of certain corporations not otherwise included in alternative minimum taxable income would be included for purposes of calculating the alternative minimum tax. The adjusted current earnings of a corporation includes the amount of any income received that is otherwise exempt from taxes such as interest on the Series 2010 Utility System Bonds.

FINANCIAL STATEMENTS

The audited financial statements of the City for the fiscal year ended December 31, 2008, reported on by McCulley & McCulley Certified Public Accountants, are attached hereto as Appendix B.

LEGAL MATTERS

Legal matters incident to the authorization, issuance and sale of the Series 2010 Utility System Bonds are subject to the approval of J. Brent Clark, P.C., Oklahoma City, Oklahoma, Bond Counsel, who will render opinions in substantially the form attached hereto as Appendix C. Certain legal matters will be passed upon for the Authority by Duncan & Dirickson, Weatherford, Oklahoma.

NO LITIGATION

There is no pending or threatened legal proceeding or proceedings against the Authority, which if prosecuted to an adverse conclusion would be considered material, or would constitute a material change of financial circumstances, nor is there any litigation pending or threatened against the Authority which would restrain or enjoin the issuance or delivery of the Series 2010 Utility System Bonds or questioning or affecting the validity of the Series 2010 Utility System Bonds or the proceedings and authority under which they are to be issued. Neither the creation, organization nor existence of the authority nor the title of the current members of the Authority is being questioned. There is no litigation pending against the Authority or the City which in any manner questions the right of the Authority to enter into the Indenture or to secure the Series 2010 Utility System Bonds in the manner provided in the Indenture.

UNDERWRITING

The Series 2010 Utility System Bonds are to be purchased by Wells Nelson & Associates, LLC and The Baker Group, Inc. (the “Underwriters”) pursuant to a Bond Purchase Agreement with the Authority (the “Bond Purchase Agreement”). The Underwriters have agreed to purchase the Series 2010 Utility System Bonds at a price of $10,985,764.50 (representing the principal amount thereof less Underwriter’s Discount of $83,362.50 plus Original Issue Premium in the amount of $40,594.65 less Original Issue Discount in the amount of $86,467.65). The Bond Purchase Agreement provides that the Underwriters will not be obligated to purchase any Series 2010 Utility System Bonds if all Series 2010 Utility System Bonds are not available for purchase and requires the Authority to indemnify the Underwriters against losses, claims, damages and liabilities rising out of any incorrect or

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incomplete statements or information contained in this Official Statement pertaining to the Authority and certain other matters. The initial public offering price set forth on the cover page hereof may be changed by the Authority. The Underwriters may offer and sell the Series 2010 Utility System Bonds to certain dealers (including dealers depositing Series 2010 Utility System Bonds into investment trusts) and others at prices lower than the public offering prices stated on the Cover Page hereof. The initial public offering prices may be changed from time to time by the Underwriters.

RATING

Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc., New York, New York (“S&P”) has assigned to the Series 2010 Utility System Bonds the rating of “A.” Any explanations of the significance of such rating may only be obtained from S&P. The Authority furnished to S&P certain information and materials concerning the Series 2010 Utility System Bonds. There is no assurance that such rating will remain unchanged for any given period of time or that it may not be lowered or withdrawn entirely by S&P if in its judgment circumstances so warrant. Neither the Underwriter nor Authority has undertaken any responsibility to bring to the attention of the owners of the Series 2010 Utility System Bonds any proposed revision or withdrawal of a rating of the Series 2010 Utility System Bonds or to oppose any such proposed revision or withdrawal. Any such reduction in or withdrawal of such rating may have an adverse effect on the market price and marketability of the Series 2010 Utility System Bonds.

FINANCIAL ADVISOR

BOSC, Inc., a subsidiary of BOK Financial Corp. (“BOSC”) is acting as Financial Advisor to the Authority in the issuance of the Series 2010 Utility System Bonds. The Financial Advisor is located at 201 Robert S. Kerr Ave., 4th Floor, Oklahoma City, Oklahoma 73102, (405) 272-2075.

BOSC and Bank of Oklahoma, N.A. (“BOK N.A.”) are both wholly-owned subsidiaries of BOK Financial Corp., a bank holding company organized under the laws of the State of Oklahoma (“BOKF”). Thus, BOSC and BOK N.A. are affiliated, but BOSC is not a bank. Affiliates of BOSC may provide banking services or engage in other transactions with the Authority and the City. The corporate trust department of BOK N.A. has been appointed to serve as Trustee under the Indenture.

CONTINUING DISCLOSURE

In accordance with the requirements of Rule 15c2-12 (the “Rule”) promulgated by the Securities and Exchange Commission (the “Commission”), the Authority has entered into a Continuing Disclosure Undertaking, a form of which is attached as Appendix E to this Official Statement, for the benefit of the Holders of the Series 2010 Utility System Bonds.

MISCELLANEOUS

The references to and excerpts of the Indenture contained in this Official Statement and the Appendices hereto are summaries of certain provisions thereof and do not purport to be complete provisions of the Indenture. Copies of the Indenture are available from the Authority.

Any statements in this Official Statement and Appendices hereto involving estimates or assumptions, whether or not expressly so stated, are intended as such and no representation whatsoever is made that such estimates or assumptions are correct or will be realized. So far as any statements are made in this Official Statement and Appendices attached hereto involving matters of opinion, whether or not expressly so stated, they are intended as such and not as representations of fact. Neither this Official statement, nor any statement that may have been made orally or in writing, is to be construed as a contract with the purchasers or holders of any of the Series 2010 Utility System Bonds. All information contained in this Official Statement and Appendices hereto pertaining to the Authority has been furnished by the Authority for use herein. All information contained in this Official Statement and Appendices is subject to change and/or correction without notice and neither the delivery of the Official

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Statement nor any sale made hereunder shall create any implication that the information contained herein is complete or accurate in its entirety as of any date after the date hereof.

CERTIFICATION AS TO OFFICIAL STATEMENT

At the time of delivery of the Series 2010 Utility System Bonds, the Authority shall execute a certificate to the effect that (i) the descriptions and statements of or pertaining to the Authority contained in this Official Statement and any Appendices thereto, for the Series 2010 Utility System Bonds, as of the date of such Official Statement, on the date of sale of the Series 2010 Utility System Bonds and on the date of the delivery, were and are true and correct in all material respects; (ii) insofar as the Authority and its affairs, including its financial affairs, are concerned, such Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (iii) insofar as the descriptions and statements, including financial data of or pertaining to entities, other than the Authority, and their activities contained in such Official Statements are concerned, such statements and data have been obtained from sources which the Authority believes to be reliable and the Authority has no reason to believe that they are untrue in any material respect; and (iv) there has been no material adverse change in the financial condition of the Authority since December 31, 2008, the date of the last financial statement of the Authority, which appears as Appendix B to this Official Statement.

Reference is made to the Appendices hereto which are an integral part of this Official Statement and must be read together with the rest of the Official Statement.

This Official Statement has been approved by the Authority.

WEATHERFORD PUBLIC WORKS AUTHORITY By: /s/ Mike Brown Chairman

By: /s/ Tony Davenport Secretary

Appendix A

Debt Service Schedule

[This Page Intentionally Left Blank]

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DEBT SERVICE SCHEDULE



Fiscal Year Ending December 31,

Principal

Interest

Total Debt Service

2010 -- $ 176,733.97 $ 176,733.97 2011 $ 400,000.00 421,352.50 821,352.50 2012 415,000.00 409,352.50 824,352.50 2013 425,000.00 396,902.50 821,902.50 2014 440,000.00 384,152.50 824,152.50 2015 450,000.00 374,472.50 824,472.50 2016 460,000.00 363,222.50 823,222.50 2017 475,000.00 349,652.50 824,652.50 2018 485,000.00 334,927.50 819,927.50 2019 505,000.00 318,195.00 823,195.00 2020 520,000.00 300,267.50 820,267.50 2021 540,000.00 280,767.50 820,767.50 2022 560,000.00 260,247.50 820,247.50 2023 585,000.00 238,127.50 823,127.50 2024 610,000.00 214,435.00 824,435.00 2025 635,000.00 189,120.00 824,120.00 2026 660,000.00 162,450.00 822,450.00 2027 690,000.00 132,750.00 822,750.00 2028 720,000.00 101,700.00 821,700.00 2029 755,000.00 69,300.00 824,300.00 2030 785,000.00 35,325.00 820,325.00 Total $11,115,000.00 $5,513,453.97 $16,628,453.97

Appendix B

City of Weatherford, Oklahoma Financial Statements and Auditor’s Reports for Fiscal Year Ended December 31, 2008

m018d14

Stamp

Appendix C

Form of Opinion of Bond Counsel

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[J. Brent Clark, P.C. Letterhead]

June ____, 2010

Trustees of the Weatherford Public Works Authority 522 W. Rainey Weatherford, Oklahoma 73096 Bank of Oklahoma, National Association 9520 N. May Oklahoma City, Oklahoma 73120 Re: $11,115,000 The Weatherford Public Works Authority Utility System Revenue Bonds, Series 2010 Ladies and Gentlemen: We have acted as Bond Counsel to The Weatherford Public Works Authority (the “Authority”) in connection with the issuance and sale of the captioned Bonds. In connection with the opinions expressed below, we have examined (i) originals or certified copies of the proceedings relating to the issuance of the Bonds, as contained in a Transcript of Proceedings had in connection therewith, and (ii) the executed Bond No. R-1. In addition, we have examined such other documents and instruments as we have deemed necessary to express the opinions hereinafter set forth. Based upon our examination of all the foregoing, and in reliance thereon, and on all matters of fact as we deem relevant under the circumstances, and upon consideration of applicable laws, we are of the opinion that:

1. The Authority is a duly created and validly existing public trust under the laws of the State of Oklahoma.

2. The Bond Indenture dated as of June 1, 2010, by and between the Authority and Bank of

Oklahoma, National Association, as Trustee, (the “Indenture”) has been duly authorized by and executed on behalf of the Authority and such Indenture is in full force and effect and is valid, binding and enforceable in accordance with its terms, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, insolvency, debt arrangement or other laws affecting creditor’s rights generally and further subject to judicial limitations on rights to specific performance.

3. The Bonds are validly authorized and constitute the valid, binding and enforceable obligations of

the Authority, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, insolvency, debt arrangement or other laws affecting creditor’s rights generally and further subject to judicial limitations on rights to specific performance.

4. The form of the Bond No. R-1 and its execution are regular and proper. 5. The interest on the Bonds (a) is excluded from gross income for federal income tax purposes, and

(b) is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that, with respect to corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings, for the purpose of computing the alternative minimum tax imposed on such corporations. The opinion set forth in clause (a) above is subject to the condition that the Authority comply with all requirements of the Internal Revenue Code of 1986 (the “Code”) that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be)

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excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could cause the interest on the Bonds to be so included in gross income retroactive to the date of issuance of the Bonds. The Authority has covenanted to comply with all such requirements.

6. The Bonds are “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the

Code, and, in the case of certain financial institutions (within the meaning of Section 265(b)(3) of the Code), a deduction is allowed for a portion of such financial institutions interest expense allocable to the interest on the Bonds.

7. The Bonds are exempt from Oklahoma income taxation.

We express no opinion regarding other federal or state tax consequences arising with respect to the Bonds. Respectfully,

Appendix D

Summary of Documents

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APPENDIX D SUMMARY OF DOCUMENTS

SUMMARY OF CERTAIN PROVISIONS OF THE BOND INDENTURE

The following excerpts from the Bond Indenture by and between The Weatherford Public Works Authority (the "Authority") and Bank of Oklahoma, National Association (the "Trustee"), do not purport to be complete and for the complete provisions reference is made to the Bond Indenture, a copy of which may be obtained from the Trustee or the Authority.

CERTAIN DEFINITIONS

"Bond" or "Bonds" means "The Weatherford Public Works Authority Utility System Revenue Bonds, Series 2010", authorized by the Indenture and any indebtedness issued pursuant to a supplement to the Indenture.

"Bond Account" means The Weatherford Public Works Authority Bond Account created by the Indenture.

"Bondholder" or "Holder" means a person in whose name any Bond in registered form is registered with the Trustee.

"City" means the City of Weatherford, Oklahoma, a municipal corporation.

"Code" means the Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder.

"Collateral" means all fees, revenues, charges, income, assessments, fixtures, goods to become fixtures, machinery, equipment, contract rights, accounts receivable, business records and all articles of tangible and intangible personal property, of whatever character or description, now or hereafter constituting a part of, used in connection with, derived from or relating to the operation, management or maintenance of the Mortgaged Property, and all substitutions, additions, accessions, exchanges, replacements or alterations thereof. Proceeds are also covered.

"Default" or "Event of Default" means the happening of any of the events specified in the Indenture, whether or not any requirement for notice or lapse of time has been satisfied.

"Gross Revenue Account" means The Weatherford Public Works Authority Gross Revenue Account created by the Indenture.

"Indenture" means the Bond Indenture, dated as of June 1, 2010 and any amendments and supplements hereto.

"Lease" means the Lease between the City, as lessor, and the Authority, as lessee, effective as of August 28, 1967, recorded in the Office of the County Clerk of Custer County, Oklahoma, and any amendments, supplements, changes or modifications thereof.

"Maintenance" of properties means ordinary repairs and replacements of properties and shall be limited to minor repairs and replacements which are customarily treated as a business expense by a going concern.

"Mortgaged Property" means collectively the properties mentioned in the Indenture, including the Collateral.

"Net Revenues", when used with respect to the income from specified properties, means the income derived or accruing from the specified properties (together with any other income specified in the Indenture as entitled to be treated as income from such properties) and remaining after payment of, or providing for the payment

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of, the costs and expenses of operation and maintenance of such properties. For this purpose, the "costs and expenses of operation and maintenance" of properties shall include, but not be limited to:

(a) The necessary costs and expenses of collecting the income involved;

(b) All payments by the Authority under any contract for the operation and/or maintenance of such properties by others for the Authority; and

(c) All fees and expenses paid to a bond trustee or trustees under any bond indenture or indenture mortgaging such properties and/or pledging or assigning the Net Revenues therefrom as security for the repayment of indebtedness incurred by the Authority to provide funds for the acquisition, construction, installation, extension, improvement or enlargement of the properties involved.

PROVIDED, HOWEVER, that "costs and expenses of operation and maintenance" of properties shall not include (i) interest on any debt payable from the revenues of the specified properties; (ii) depreciation and any other items not requiring the expenditure of cash; (iii) any amounts expended for capital replacements, repairs and maintenance not recurring annually (or shorter intervals) or reserves therefor; and (iv) reserves for administration, operation and maintenance occurring in the normal course of business.

"Outstanding" means, when used with respect to the Bonds, all Bonds which have been authenticated and delivered under the Indenture, except: (i) Bonds previously cancelled by the Trustee or delivered to the Trustee for cancellation; (ii) Bonds for which satisfactory payment (whether at maturity or redemption prior to maturity) has been made to the Trustee and, with respect to Bonds which are to be redeemed prior to maturity, notice of such redemption has been duly given pursuant to the Indenture or provision therefore has been made satisfactory to the Trustee; and (iii) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to the Indenture.

"Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

"Project" means the funding of improvements to the Authority’s System, funding the Sinking Fund Reserve Fund and paying the costs of issuance of the Bonds.

"Registered Holder" means a person whose name appears on the Registration Record as the owner of a Bond.

"Registration Record" means the record maintained by the Registrar for the purpose of registering the name and address of the Registered Holders of Bonds.

"Registrar" means the Trustee, and any successor thereto performing the functions of Registrar under the Indenture.

"Reserve Requirement" means an amount equal to the least of (a) ten percent (10%) of the stated principal amount of the Bonds, (b) maximum annual principal and interest requirements on the Bonds, or (c) one hundred twenty-five percent (125%) of the average annual principal and interest requirements on the Bonds (the "Reserve Requirement").

"Sinking Fund" means The Weatherford Public Works Authority Sinking Fund created by the Indenture.

"Sinking Fund Reserve Fund" means The Weatherford Public Works Authority Sinking Fund Reserve Fund created by the Indenture.

"Trust Estate" means property mentioned in the Indenture which is mortgaged or assigned to the Trustee as security for the Bonds.

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"Trust Indenture" means the Declaration of Trust dated July 24, 1967, creating the Authority and any amendments, supplements, changes or modifications thereto.

"Trustee" means the Bank of Oklahoma, National Association

ISSUANCE OF BONDS

Bonds Authorized. There is authorized under the Indenture, the issuance and delivery of The Weatherford Public Works Authority Utility System Revenue Bonds, Series 2010. Each such Bond shall be dated as of June 1, 2010, shall bear interest at the rate, shall be in the forms, denominations, shall mature and shall be numbered as provided in the Indenture. The Bonds are issuable as fully registered Bonds without coupons in denominations of $5,000 each and, with respect to principal maturing on the same date, integral multiples thereof. Unless the Authority shall otherwise direct, the Bonds shall be lettered "R" and numbered consecutively from 1 upwards. The Trustee shall retain custody of all initially undelivered Bonds for the purpose of effecting subsequent exchanges.

Registration. No person shall be entitled to any right or benefit provided in this Bond or in the Indenture unless the name of such person is registered by the Trustee as the Registrar of the Authority on the Registration Record and such name is endorsed by such Registrar on this Bond. This Bond shall be transferable only upon delivery of this Bond to the Trustee, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Registered Holder hereof or his attorney duly authorized in writing, and such transfer registered on the Registration Record. No such transfer may be made after the fifteenth (15th) day of the month preceding any interest payment date until after said latter date. The name of the Registered Holder endorsed hereon shall be deemed the correct name of the owner of this. Bond for all purposes whatsoever. The Registrar will keep the Registration Record open for registration of ownership of Bonds during its business hours. In the event of a change of Registrar for any reason, notice thereof shall be mailed, by registered or certified United States Mail, postage prepaid, to the Registered Holder at the address shown in the Registration Record, and such notice shall be effective on the date of mailing and sufficient as to all persons. No fee will be charged for registration.

Exchange of Bonds. Whenever any Bond or Bonds shall be exchanged for another Bond or Bonds, the Trustee shall cancel the Bond or Bonds surrendered in such exchange on the face thereof and on the Registration Record. If the supply of Bonds for making exchanges shall have been exhausted, the Trustee shall cause additional Bonds to be prepared, at the expense of the Authority, and the Authority covenants that upon request of the Trustee, its appropriate officers promptly will execute such additional Bonds on behalf of the Authority.

Registrar and Registration Record. The Registrar for all Bonds issued under the Indenture shall be the Trustee, which shall maintain a Registration Record for the purpose of registering the name and address of the Registered Holder of each Bond. The Registrar will keep the Registration Record open for registrations during its business hours. In the event of a change of Registrar, notice thereof shall be mailed, registered or certified United States Mail, postage prepaid, to the Registered Holder of each Bond. The name and address of the Registered Holder as the same appear on the Registration Record shall be conclusive on all persons and for all purposes whatsoever and no person other than the Registered Holder shown on the Registration Record shall be entitled to any right or benefit under the Indenture in relation to the Bond so registered; provided, that the foregoing shall not apply to any successor by operation of law of such Registered Holder.

Transfer of Bonds. Bonds shall be transferable only upon delivery of such Bonds to the Trustee, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Trustee executed by the Registered Holder thereof or his attorney duly authorized in writing, and such transfer registered on the Registration Record. Bonds delivered to the Trustee for registration of transfer shall be cancelled by the Trustee on the face thereof and the Trustee shall authenticate and deliver to the transferee Bonds in aggregate principal amount equal to the unpaid principal of the surrendered Bonds, new Bonds in denominations of $5,000 each and, with respect to principal maturing on the same date, integral multiples thereof. No transfer of a Bond shall be made after the fifteenth (15th) day of the month preceding any interest payment date until after such interest payment date. If such Bond or any part of the principal of any Bond shall have been called for prior redemption in accordance with the provisions of the Indenture, any registration of transfer of such principal made subsequent to the effective date of the

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notice of redemption shall be subject to the notice of redemption of such principal. All fees of the Trustee in relation to registration shall be borne by the Authority.

Mutilated, Lost, Stolen or Destroyed Bonds. If any Bond issued hereunder shall be mutilated, lost, stolen or destroyed prior to payment of the amount thereby provided to be paid, the Authority, upon terms and conditions satisfactory to and with the prior written approval thereof by the Trustee, shall cause to be prepared a new Bond of like tenor, amount and date, and bearing the same serial number, but with an appropriate letter thereafter or other appropriate indication of substitution, and the Trustee shall register or authenticate and deliver such new Bond in substitution for and in lieu of such Bond upon indemnity satisfactory to it. The Authority and the Trustee may charge the owner or holder of any such Bond with their reasonable fees and expenses.

SECURITY FOR THE BONDS

Conveyance. To secure the payment of the principal of and interest on all Bonds issued under authority of the Indenture, the performance of the covenants and agreements of the Indenture, and all other sums, liabilities, indebtedness and obligations at any time due or obligatory under the provisions of the Indenture, and to secure to the Trustee the payment of any sums which it may pay or become obligated to pay, or which shall be due to it, by reason of any provisions of the Indenture, whether by operation of law or by agreement, including, without limitation, interest thereon, attorney's fees, costs and expenses of litigation or otherwise, and in consideration of the acceptance by the Trustee of the trusts and duties set forth in the Indenture, the purchase and acceptance of the Bonds and the payment 'of the purchase price thereof to the Trustee for the use and benefit of the Authority, the Trustees do hereby grant, bargain, sell, convey and mortgage unto the Trustee, its successors and assigns, (i) all of the property, rights, interests, and benefits (whether real, personal or mixed) in and to and under the Lease, including the following:

All of the following proprietary revenue-producing utility systems and facilities of the Authority:

(1) All of the water production, storage, transportation and distribution system and facilities, including all tangible property, real and personal, and all interests therein, appertaining or related thereto or used in connection therewith, and all rights-of-way, easements, licenses, and other rights and privileges, appertaining or related to such system and facilities or the use thereof, now belonging to the Authority or under its custody, management or control; and

(2) All of the sanitary sewage collection, transportation, processing and disposal system and facilities, including all tangible property, real and personal, and all interests therein, appertaining or related thereto or used in connection therewith, and all rights-of-way, easements, licenses and other rights and privileges, appertaining or related to such system and facilities or the use thereof, now belonging to the Authority or under its custody, management or control; and

(3) All of the garbage and trash collection, transportation, processing and disposal facilities, including all tangible property, real and personal, and all interests therein, appertaining or related thereto or used in connection therewith, and all rights-of-way, easements, licenses, and other rights and privileges, appertaining or related thereto or to the use thereof, now belonging to said City or under its custody, management or control; and

(4) Any and all additions and/or improvements to the aforesaid systems, properties and facilities, and any and all tangible property, real or personal, and any and all interests therein, appertaining or related to any such system, properties or facilities, or used in connection therewith, and any and all rights-of-way, easements, licenses, or other rights or privileges, appertaining or related to any such system, properties or facilities or the use thereof, which may, hereafter, be acquired by the Authority or which shall, hereafter, come under its custody, management or control;

together with all and singular the tenements, hereditaments and appurtenances thereof; and all right, title and interest of the Authority in and to all of the revenues, issues or profits now or hereafter derived or accruing from the properties described.

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All of which foregoing described property, rights, interests and benefits are herein collectively called the "Mortgaged Property", and (ii) all revenues, funds and accounts of the Authority created under the Indenture and controlled by the Trustee (including but not limited to the Bond Account, Sinking Fund and Sinking Fund Reserve Fund), and are hereby declared to be subject to the lien of the Indenture as security for payment of the aforesaid indebtedness and for performance of the aforesaid obligations.

Security Agreement. The Indenture shall also be, and shall be construed as, a security agreement with respect to the Collateral, the revenues, funds, and accounts of the Authority created hereunder and controlled by the Trustee (including but not limited to the Bond Account, Sinking Fund and Sinking Fund Reserve Fund). The Authority agrees to join with the Trustee in executing financing statements covering the Collateral for filing in the appropriate records of Oklahoma and Custer Counties; provided, the Authority shall be entitled to replace or substitute items of machinery, equipment and personal property as provided in the Indenture, without obtaining a release of the security interest created hereunder in regard to such replaced or substituted items.

To further secure to the Trustee the payment of the Bonds and other indebtedness hereby secured and the full and complete performance of each of the covenants, agreements and promises contained in the Bonds and the Indenture, the Trustees do hereby assign, grant, transfer and set over unto the Trustee, its successors and assigns, all of the revenues, issues and profits now due or to become due from the Mortgaged Property, accounts receivable, contract rights and general intangibles relating thereto, until the indebtedness and obligations above referred to shall have been fully paid and satisfied. This Assignment includes the present and continuing right to collect all of the revenues, issues and profits assigned hereunder and to take all actions which the Authority is entitled to take for the collection or enforcement of the revenues, issues and profits assigned hereunder; provided, that this Assignment shall not impair or diminish any obligations of the Authority under the Indenture. All sums received by the Authority or the Trustee out of the revenues, issues, and profits of the Mortgaged Property shall be deposited in the Gross Revenue Account and applied as provided in the Indenture.

Defeasance. If the Authority shall pay and perform, or cause to be paid and performed, or make provision satisfactory to the Trustee for the payment and performance, or if there shall be held by the Trustee sufficient monies or obligations, the principal of and interest on which when due and payable will provide sufficient monies for the payment and performance, fully and promptly when due, all indebtedness, liabilities and obligations provided in the Indenture and in all Bonds issued under authority hereof to be paid and performed, then, in such event only, the Indenture shall become null and void, and discharged of record at the cost of the Authority, which the Authority agrees to pay, and the Trustee will assign and deliver to the Authority any monies and investments of the Authority remaining in possession of the Trustee, except funds held by the Trustee for the payment of principal of, premium, if any, and interest on the Bonds or expenses incurred or which might be incurred in carrying out the purposes hereof.

PROCEEDS OF BONDS, AND INSURANCE, AND DISPOSITION OF PROPERTY

Proceeds of Bonds Issued under the Indenture. All of the proceeds of the sale of the Bonds issued under the Indenture shall be paid to the Trustee and shall be deposited or disbursed by the Trustee as follows:

First: That portion of such proceeds which represents any interest accrued on the Bonds from the date thereof to the date of delivery thereof, shall be deposited in the Sinking Fund;

Second: The Reserve Requirement for the Bonds shall be deposited in the Sinking Fund Reserve Fund;

Third: The costs and expenses necessarily incidental to the issuance and sale of the Bonds shall be paid to the persons entitled thereto, in the respective amounts, as certified to the Trustee by the Authority;

Fourth: The balance of the proceeds of the Bonds shall be deposited into the Project Fund and used to make the planned improvements to the Authority’s System.

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Proceeds of Insurance. In the event of any loss or damage covered by insurance described in the Indenture, upon collection of the proceeds of any such insurance policy, except where the provisions of this section shall provide otherwise, the Trustee shall deposit such proceeds in a special trust account in the Trustee to be established for such purpose by the Trustee to be held invested by the Trustee, for the repair or replacement of the loss or damage sustained or for reimbursing the Authority, or the beneficiary of the Authority, or the Trustee, as the case may be, for any expenditures made by them respectively for such purposes. All earnings from investments shall remain in such special trust account until disbursed in accordance with this section. The Trustee shall be entitled to reimburse itself from such proceeds for any expenditures made by it for any of the foregoing purposes and the Trustee shall disburse such proceeds to the Authority upon requisitions in writing submitted to the Trustee specifying such repairs and replacements and the cost thereof, which requisitions shall be accompanied by such other information as may be required by the Trustee. In the event that the Chairman of Vice Chairman of the Authority shall certify to the Trustee that any such repair or replacement of the loss or damage sustained is not useful or needful for trust purposes, and such certification shall be accompanied by the written certification of a Registered Professional Engineer stating that the Net Revenues from the remaining Mortgaged Property for the preceding twelve (12) month period shall have equaled not less than the minimum Net Revenues required by the Indenture for that period, and that the Net Revenues from the remaining Mortgaged Property for the next succeeding twelve (12) month period should equal not less than the minimum Net Revenues required by the Indenture for that period, the Trustee shall deposit any such proceeds not used for repair or replacement of the loss or damage sustained or for reimbursement for any expenditures made for such purposes, in the Authority's Sinking Fund.

Authority to Sell Property and Disposition of Proceeds. The Authority shall not be authorized to sell or otherwise dispose of any part or parts of the Mortgaged Property except with the prior written consent of the Trustee.

Circumstances and Conditions for Sale or Other Disposition of Property. The circumstances and conditions for a sale or other disposition of a part or parts of the Mortgaged Property to which the Trustee shall consent are as follows:

(a) The Trustee shall consent to such sale or other disposition of any personal property constituting a portion of the Mortgaged Property upon condition that the proceeds of such sale or disposition are used immediately for the acquisition, construction or installation of other personal property of similar character of not less than equal value which shall become a part of the Mortgaged Property. The Chairman or Vice Chairman of the Authority shall certify to the Trustee prior to any such sale or disposition (i) the specific item or items of personal property to be sold or disposed of and the consideration to be received therefor, and (ii) the specific items or items of personal property to be acquired, constructed and/or installed in substitution therefor and the cost thereof; provided, that the Trustee shall not consent to such a sale or disposition unless the Net Revenues from the remaining Mortgaged Property together with the Net Revenues to be derived from the properties to be acquired, constructed or installed immediately from the proceeds of such sale or disposition, for the next succeeding twelve (12) month period as certified by a Registered Professional Engineer, should equal not less than the minimum Net Revenues required by the Indenture for that period.

(b) In the event that the Chairman or Vice Chairman of the Authority shall certify to the Trustee that certain of the personal property constituting a portion of the Mortgaged Property (which shall be specifically identified in such certification) is no longer useful or needful for trust purposes; the Trustee shall consent to the redelivery of such personal property to the City as provided in the Lease. Provided, the Trustee shall not consent to any such disposition unless (i) the Net Revenues from the remaining Mortgaged Property for the preceding twelve (12) month period, as certified by a Registered Professional Engineer, shall have equaled not less than the minimum Net Revenues required by the Indenture for that period, and (ii) the Net Revenues from the remaining Mortgaged Property for the next succeeding twelve (12) month period as certified by a Registered Professional Engineer, should equal not less than the minimum Net Revenues required by the Indenture for that period.

Conditions if Default Exists. If any Event of Default shall exist under the terms of the Indenture, none of the Mortgaged Property shall be sold or disposed of except with the prior written consent of the Trustee, in accordance with all applicable provisions of the Lease and upon such conditions as the Trustee shall prescribe in its judgment for the best protection of the security of the Outstanding Bonds issued under authority of the Indenture.

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PROVISIONS FOR ADDITIONAL INDEBTEDNESS

Right to Incur. The Authority shall have the right to incur indebtedness secured equally and ratably with, but not superior to, the indebtedness evidenced by the Bonds, by issuing additional bonds or notes pursuant to a supplement to the Indenture, but only for the purposes and under the conditions set forth in the Indenture and not otherwise. Nothing in the Indenture shall be construed to prevent the Authority from incurring any indebtedness so long as such indebtedness is not secured by any lien or charge on any part of the Mortgaged Property equal or superior to the lien of the Indenture.

Purposes Authorized. Any such additional indebtedness so secured shall be incurred only for: (i) acquiring or constructing properties and facilities to be added to the Trust Estate of the Authority; (ii) improving or enlarging any of the properties of the Authority (including, but not limited to, the Mortgaged Property) or making major repairs or replacements of any of said properties; or (iii) refunding any outstanding indebtedness of the Authority incurred for any of the foregoing purposes.

Conditions on Additional Indebtedness. No additional indebtedness so secured shall be incurred for any of the purposes set forth in the Indenture unless:

(a) No Event of Default exists under the Indenture;

(b) The Net Revenues of the Authority from the Mortgaged Property for twelve (12) full calendar months constituting the fiscal year of the Authority immediately preceding the incurring of such additional indebtedness, as certified by an independent certified public accountant employed by the Authority, shall have been at least equal to one and one quarter (1 1/4) times the average annual amount required to be deposited, during a twelve (12) month period (or if one full fiscal year shall not have elapsed since the date of the last incurring of indebtedness so secured, then at the aforesaid rate for such part of a fiscal year so elapsed) into the Authority's Sinking Fund under the Indenture and any prior supplement to the Indenture. Said average shall be determined by dividing the aggregate of payments required to be made into the Sinking Fund between the date of the evidence of said indebtedness and the date of final maturity thereof by the number of years between said dates.

(c) Any supplement to the Indenture relating to the incurring of any additional indebtedness so secured shall provide:

(i) That the evidences of such additional indebtedness shall be distinguishable, by series designation, from Bonds previously issued under the Indenture and any prior supplement to the Indenture;

(ii) For deposits into the Bond Account of sufficient amounts to provide for the interest and principal maturity requirements for such additional indebtedness, in addition to the deposits required under the Indenture and any prior supplement to the Indenture, and for transfers thereof from the Bond Account to the Sinking Fund in addition to like transfers required under the Indenture and any prior supplement to the Indenture;

(iii) For payment into the Sinking Fund Reserve Fund created by the Indenture of an additional amount not less than the lesser of 10% of the stated principal amount of the additional indebtedness, maximum annual principal and interest requirements on such additional indebtedness or one hundred twenty five percent (125%) of the average annual principal and interest requirements on such additional indebtedness, and for the payment of such additional amount into the Sinking Fund Reserve Fund in full at the time of delivery of the additional indebtedness authorized by such supplemental indenture; and for the restoring of the Sinking Fund Reserve Fund, in the event of any authorized transfer therefrom, to the amount which said Fund, as so supplemented, should have therein, if no such transfer had been made therefrom, in the same manner as provided in the Indenture for the restoring of the Sinking Fund Reserve Fund in the event of any authorized transfer therefrom;

(iv) That no indebtedness authorized by such supplement to the Indenture shall be expressed to mature, or shall be prepaid, except to such extent and at such times as the additional deposits provided to

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be made thereby shall enable the same to be done; and that neither the amount of money required by the Indenture and by any prior supplement hereto to be in the Sinking Fund at any particular time shall be reduced for the prepayment or purchase of any evidence of indebtedness issued under such supplement to the Indenture; and

(v) That all deposits or payments made under such supplement to the Indenture into the Bond Account, Sinking Fund and Sinking Fund Reserve Fund, shall be commingled therein with all other deposits and payments made into such account or fund under the Indenture and any prior supplement to the Indenture, and that, except as provided in paragraph (iv) of this section, any payments made from any such account or fund shall be made without preference as though such additional indebtedness were initially incurred under the Indenture.

BANK ACCOUNTS, DEPOSITS AND WITHDRAWALS

Gross Revenue Account.

(a) Maintenance and Deposits. The Authority shall establish and maintain in a bank or banks located in the City of Weatherford, Oklahoma (or in such other bank or banks as the Authority from time to time shall designate), an account designated "The Weatherford Public Works Authority Gross Revenue Account" (herein called the "Revenue Account"), into which shall be deposited, daily, all money received by or for the Authority by reason of its ownership and/or operation of the Mortgaged Property. Except as herein otherwise specifically provided, the Authority shall have sole authority to withdraw money from the Revenue Account.

(b) Payments From Account. The Revenue Account shall be chargeable with the following payments, in the following order of priority:

(i) Payment of the costs and expenses of and incidental to the operation and ordinary maintenance of the Mortgaged Property including but not limited to the necessary costs and expenses of and incidental to collecting the revenues to be deposited in the Revenue Account, and fees and expenses due the Trustee for its services as bond trustee under the Indenture;

(ii) Payments into the Bond Account as herein required;

(iii) Payments into and replenishment of the Sinking Fund Reserve Fund when and as required thereby; and

(iv) Use of any remainder by the Authority for any proper purpose or purposes of the Authority, including but not limited to redemption prior to maturity of any indebtedness issued under the Indenture or any supplement thereto, and payments to or for the Authority or the City or any fund or funds of the Authority or the City.

Bond Account.

(a) Creation and Purpose. There hereby is created in a bank or banks located in the City of Weatherford, Oklahoma (or in such other bank or banks as the Authority, from time to time, with the consent of the Trustee, shall designate), an account designated "The Weatherford Public Works Authority Bond Account" (herein called the "Bond Account"), which shall be used for the purpose of providing for the payments into the Sinking Fund of the Authority, provided for in the Indenture. However, the Trustee shall have sole authority to withdraw money from the Bond Account. All funds deposited and held in the Bond Account are subject to the lien of the Indenture as security for the performance of the obligations of the Authority under the Indenture and the payment of any, indebtedness or obligations of the Authority at any time due or obligatory under the provisions of the Indenture and the bank or banks acting as the depositary of the funds deposited and held in the Bond Account shall have no right of set-off or counterclaim against such funds at any time.

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(b) Deposits in Bond Account. During each of the annual periods hereinafter specified, the Authority shall make monthly deposits into the Bond Account in aggregate amount (less credits for interest as provided in the Indenture), not less than the amount necessary to punctually pay the principal of and interest on the Bonds as the same shall become due and payable. Each of such monthly deposits shall be made on or before the 25th day of the month (with the first of such monthly deposits to be made on or before August 25, 2010), and for each annual period shall be equal, as nearly as practicable in the circumstances, to one-twelfth (1/12th) of the aggregate deposits so prescribed for that annual period.

(c) Transfers from Bond Account to Sinking Fund. On or before each May 25 and November 25, beginning November 25, 2010, the Trustee shall transfer from the Bond Account to the Sinking Fund an amount sufficient to enable payment of the principal of and interest on Outstanding Bonds maturing on the next ensuing interest-payment date.

(d) Deposits to Sinking Fund Reserve Fund. At or before the time of issuance and delivery of the Bonds, the Authority shall deposit in the Sinking Fund Reserve Fund the Reserve Requirement for the Bonds.

(e) Special Provisions in Event of Default. Notwithstanding any other provision of the Indenture, so long as any uncured Event of Default shall exist under the Indenture, the Trustee may transfer all or any part of the Bond Account or Sinking Fund Reserve Fund, or both, to the Sinking Fund or to any other fund provided in the Indenture which the Trustee deems proper.

Sinking Fund.

(a) Creation and Purposes. There hereby is created, in the Trustee, a special fund designated "The Weatherford Public Works Authority Sinking Fund" (herein called the "Sinking Fund"), for the purposes of (a) paying, as the same shall become due and payable, the interest on the Bonds, and (b) paying, at maturity, the principal of the Bonds as provided herein, and (c) retiring Bonds before maturity, as provided herein, and (d) paying any money for which the Authority shall become obligated to the Trustee under the Indenture. The Trustee shall hold in trust all money transferred or paid into the Sinking Fund and promptly shall pay from the Sinking Fund money payable therefrom under the Indenture for the purposes specified in this section.

(b) Transfers from Sinking Fund for Payment of Maturing Interest and Principal and for Redemption of Bonds. Prior to each date on which any interest on any of the Bonds shall become due and payable, the Trustee shall transfer from the Sinking Fund, into a special trust account, an amount sufficient to pay such maturing interest plus an amount sufficient to pay the principal of any of the Bonds maturing on that interest-payment date, and shall hold the same uninvested in trust for the payment of such interest and principal; and, at the same time, the Trustee also shall transfer from the Sinking Fund, into the special trust account, an amount sufficient to pay the principal of, premium, if any, and interest on any of the Bonds which shall have been called by it, for redemption prior to maturity on that interest payment date, and shall hold the same uninvested in trust for the redemption of such Bonds. As between the Trustee and the Authority, all money so transferred for such purposes shall be deemed to have been paid by the Authority, but such transfer shall not affect any obligation of the Authority to any other person or entity.

(c) Purchase of Bonds. At any time, either before or after any Bonds may be called for prior redemption, the Authority may direct the Trustee to purchase one or more Bonds on the open market, out of any money in the Sinking Fund in excess of the aggregate amount then required to be on deposit in the Sinking Fund under the provisions of the Indenture, and, in that event, if the Trustee can so purchase any such Bond or Bonds at a price not exceeding the amount for which any Bond issued under the Indenture next shall be callable for prior redemption (but not including more interest than the next semi-annual interest thereon), it shall so purchase the same.

(d) Credit for Principal and Interest on Redeemed Bonds. In the event that any Bond shall be redeemed prior to maturity, or purchased by the Authority prior to maturity thereof, upon cancellation thereof, the amount of interest expressed in such Bond which would have been payable on each interest payment date following cancellation to the date of maturity expressed in such Bond shall be deemed to have been deposited in the Bond Account and transferred to the Sinking Fund fifteen (15) days prior to such interest payment date and the amount of

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principal of such Bond shall be deemed to have been so deposited and transferred fifteen (15) days prior to the expressed maturity date thereof.

(e) Disposition of Redeemed and Purchased Bonds. All Bonds which shall be redeemed (whether pursuant to maturity or call) or purchased as provided in the Indenture, shall forthwith be cancelled and destroyed by the Trustee, and the Trustee shall deliver a certificate of such fact to the Authority. No new Bond shall be issued under the Indenture in lieu of any Bond so redeemed, purchased or surrendered.

Sinking Fund Reserve Fund.

(a) Creation and Purpose. There hereby is created, in the Trustee, a special fund designated "The Weatherford Public Works Authority Sinking Fund Reserve Fund" (herein called the "Sinking Fund Reserve Fund"), for the purpose of supplying any deficiency in the Sinking Fund whenever, on any interest-payment date, there shall not be sufficient money in the Sinking Fund to pay all amounts required to be paid from the Sinking Fund on such interest-payment date. The Trustee shall hold in trust all money transferred or paid into the Sinking Fund Reserve Fund and, on any interest payment date, shall transfer therefrom, to the Sinking Fund, such amount as shall be required to enable the payment from the Sinking Fund of all currently-due amounts when the balance in the Sinking Fund on such interest-payment date shall not be sufficient for such purposes.

(b) Maintenance of Sinking Fund Reserve Fund. The Authority shall deposit into the Sinking Fund Reserve Fund the amount specified in the Indenture at the time therein specified, and after such amount shall have been deposited therein, it shall be maintained (unless temporarily depleted by payments therefrom, pending replenishment as provided in the Indenture) so long as any Bond shall remain Outstanding and payment thereof not otherwise provided.

(c) Replenishment of Sinking Fund Reserve Fund. In the event that any money be transferred from the Sinking Fund Reserve Fund to the Sinking Fund as provided in the Indenture, or for any cause whatsoever the balance in the Sinking Fund Reserve Fund at any time shall be less than the amount which should have been deposited therein under the provisions of the Indenture, the Trustee shall notify the Authority of the amount of such deficiency and the Authority shall pay to the Trustee, for deposit in the Sinking Fund Reserve Fund, the first Net Revenues of the Authority from the Mortgaged Property which shall be available for such purpose under provisions of the Indenture, until such deficiency shall be eliminated.

Investment of, and Security for, Sinking Fund and Sinking Fund Reserve Fund. The Trustee shall invest such portions of the Sinking Fund as shall be practicable with maturity thereof prior to the interest payment date next ensuing after date of investment and shall invest such portions of the Sinking Fund Reserve Fund as shall be practicable with maturity thereof prior to the last maturity date of the Bonds.

All interest collected by the Trustee on such investments shall be deposited, as collected, into the Sinking Fund. The fact of such deposits and the amounts thereof during each monthly period shall be reported by the Trustee to the Authority, and shall be deemed to have been deposited by the Authority into its Bond Account during the first calendar month next following the monthly period during which such interest was so collected and deposited by the Trustee in the Authority's Sinking Fund. The Trustee shall use care, in the investment of all funds, to invest them so as not to result in the Bonds being taxable as "arbitrage bonds" within the meaning of Section 148 of the Code. Sums credited to the various funds and accounts created herein shall not be invested in such a manner as to result in the loss of exemption from Federal income taxation of interest on the Bonds or in such a manner which results in the Bonds constituting taxable "arbitrage bonds" within the meaning of Section 148 of the Code.

COVENANTS

The Authority covenants to the Trustee and to each and all of the Bondholders as follows:

Warranty of Title. The Authority covenants that (i) the Trustees have title to the Mortgaged Property and are the owners and holders of the leasehold interest therein evidenced by the Lease thereof; (ii) that the Lease constitutes a valid and subsisting Lease of the properties demised thereunder for the term therein set forth, is in full

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force and effect in accordance with the terms thereof and has not been modified or amended and there are no existing defaults by any party thereunder; (iii) that the fee simple title of the Mortgaged Property is free and clear of all liens, charges and encumbrances on a parity with or prior to the Indenture except easements and building restrictions of record, (iv) that the Authority has good right and lawful authority to mortgage and convey the Mortgaged Property; and (v) that the Authority hereby warrants and will forever defend the title to the Mortgaged Property against the claims of all persons whomsoever.

Creation of Liens. The Authority shall not, except as provided in the Indenture, create or assume any mortgage, pledge, lien, charge or encumbrance on the Mortgaged Property.

Impairment of Security. The Authority will not commit any action which may in any respect impair or diminish the security provided in the Indenture.

Insurance.

(a) Hazard Insurance. The Authority shall at all times cause the Mortgaged Property to be insured in such amounts and against such risks as ordinarily is maintained by reasonably prudent operators of like properties. Such insurance policies shall provide for payment of losses covered thereby to the Authority and the Trustee, as their interests shall appear.

(b) Liability Insurance. The Authority shall procure and maintain public liability and property damage insurance in such amounts as ordinarily is maintained by reasonably prudent operators of properties similar to the Mortgaged Property. Such insurance policy shall name the Trustee as an additional insured.

All policies of insurance or certificates of insurance shall be delivered to the Trustee, shall be issued by an insurer or insurers not unacceptable to the Trustee, and shall contain provisions for written notification to the Trustee thirty (30) days prior to any cancellation thereof.

Obligations. The Authority shall promptly and punctually perform all of the obligations hereunder and under the terms of any other contract or agreement entered into by the Authority in connection with the Indenture.

Maintenance of the Mortgaged Property. The Authority shall maintain the Mortgaged Property in first-class condition and good repair at all times; it will not commit or permit any waste in respect thereof; and it will not remove or in any manner dispose of any portion thereof without prior written approval of the Trustee as provided in the Indenture.

Operation of Mortgaged Property.

(a) The Authority will operate the Mortgaged Property or cause the same to be operated for it, and will do and perform all acts necessary to maintain its right to operate the Mortgaged Property for as long as any indebtedness is secured by the Indenture; and the Authority will charge for all services provided from or through the Mortgaged Property.

(b) The Authority will faithfully and fully comply with every statute, ordinance, rule or regulation, now or hereafter in force, governing the operation or maintenance of the Mortgaged Property.

Maintenance of Revenues.

(a) The Authority at all times will maintain schedules of rates and charges for services rendered through the Mortgaged Property which will provide annually Net Revenues equal to not less than one and one quarter (11/4) times the average annual amount required to be paid into its Sinking Fund, as provided in the Indenture.

(b) The foregoing shall be subject to the following proviso: If indebtedness secured equally and ratably with the Bonds subsequently be issued under the conditions provided in the Indenture, the Authority at all

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times will continue to maintain such schedules of rates and charges as will provide annually Net Revenues equal to not less than one and one quarter (11/4) times the average annual amount then required to be paid into its Sinking Fund.

(c) In order to enable the Authority to maintain lower schedules of rates and charges for utility services, for the purpose of calculating the annual Net Revenues produced from services rendered through the Mortgaged Property, there shall be deducted from the costs and expenses of operation and maintenance thereof any amount expended by the City for payment of the costs of such operation and maintenance or appropriated and paid by the City to the Authority for such purposes, and there shall be treated as income from the Mortgaged Property any amount appropriated by the City to the Authority and paid into the Revenue Account under the Indenture: Provided, the foregoing shall apply solely and only to amounts so expended or appropriated and paid, in cash, and in no event shall any such expenditure or appropriation be anticipated for the purpose of this section for any reason, including, but not limited to, the application of accrual principles of accounting, to that end; provided further that if, for any reason whatsoever, any such anticipated payment or appropriation be delayed or withheld, the Authority covenants that it shall immediately adjust such rates and charges as necessary to comply with its covenants hereinabove in this section expressed.

Application of Revenues. The Authority will punctually collect all charges and other money payable to it by reason of the operation of the Mortgaged Property and will apply same, in the manner provided in the Indenture. The Authority specifically covenants to cause to be made available to the Trustee from the revenues of the Mortgaged Property, in the manner provided in the Indenture, all monies necessary for the punctual payment of the principal of, premium, if any, and interest on the Bonds and all other indebtedness secured under the Indenture, as the same shall become due.

Examination of Records, Furnishing Reports Audits and Statements.

(a) Books and Access Thereto. The Authority will at all times keep its books, records and accounts in compliance with generally accepted accounting principles applied on a consistent basis and applicable rules and regulations of any governmental authority having jurisdiction thereof; and it shall permit access, at all reasonable times, to its properties, books, records and accounts by the Trustee, any Bondholder, or by any independent certified public accountant, registered professional engineer or other person employed by the Trustee or any such Bondholder for the purpose of inspection or examination thereof.

(b) Annual Audits and Maintenance Reports. On or before the 1st day of July, 2011 and on or before the 1st day of July of each year thereafter so long as any Bond or Bonds shall remain Outstanding, the Authority shall deliver to the Trustee, to the City and to each Bondholder who requests the same, an annual audit of the operation of the Mortgaged Property during the preceding fiscal year of the Authority (commencing January 1 and ending the following December 31) certified by an independent certified public accountant employed by the Authority (but not unacceptable to the Trustee, or by the Holders of not less than forty percent (40%) in aggregate principal amount of all Outstanding Bonds, if such selection is expressed in writing to the Authority). At the same time each year, the Authority shall deliver to the Trustee, to the City and to each Bondholder who requests the same, a certificate by a registered professional engineer employed by the Authority (but not unacceptable to the Trustee, or by the Holders of not less than forty percent (40%) in aggregate principal amount of all Outstanding Bonds, if such selection is expressed in writing to the Authority), as to the sufficiency of the maintenance of the Mortgaged Property.

Fees and Expenses of the Trustee. The Authority covenants and agrees to pay to the Trustee promptly upon receipt of statements of the amounts due and payable, (i) the annual fee of the Trustee for its ordinary services rendered and ordinary expenses incurred hereunder, and (ii) all other extraordinary sums which shall at any time become payable to the Trustee for enforcement of the provisions of the Indenture.

Expenditure of Bond and Insurance Proceeds. The Authority will use all proceeds of the sale of the Bonds paid to it, solely for the purposes set forth in the Indenture; the Authority will comply fully with all of the provisions of the Indenture with respect to the expenditure of the proceeds of any insurance policy paid to the Authority; the Authority will make no use of the proceeds derived from the sale of the Bonds which, if such use had been reasonably expected on the date of issue of the Bonds, would have caused such Bonds to be "arbitrage bonds"

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as defined in Section 148 of the Code; and the Authority will comply with the requirements of Section 148 of the Code.

Additional Documents. The Authority agrees, from time to time, within fifteen (15) days after request by the Trustee, to execute, acknowledge and deliver any financing statement, renewal affidavit, certificate, continuation statement, inventory or other similar documents as the Trustee may request in order to protect, preserve, continue, extend or maintain the security interest created and intended to be created under the Indenture and agrees, upon demand, to pay any expenses incurred by the Trustee in preparation, execution and filing of any such documents.

Litigation. The Trustee shall be promptly furnished with written notice of any litigation affecting the Authority or the Mortgaged Property.

DEFAULTS AND ENFORCEMENT OF SECURITY

Events of Default. The following shall constitute Events of Default hereunder:

(a) Nonpayment of Bonds. Failure of the Authority to pay when due any principal of, premium, or interest on any Bond.

(b) Other Nonpayment. Failure of the Authority to pay when due any other amount payable under the terms of the Indenture.

(c) Breach of Covenant. Failure by the Authority in the performance or observance of any covenant contained in the Indenture, the Bonds or under the terms of any other instrument executed in connection with the issuance and sale of the Bonds, including, without limitation, the falsity or breach of any representation, warranty or covenant.

(d) Representations and Warranties. If any representation, statement, certificate, schedule or report made or furnished to the Trustee by the Authority proves to be false or erroneous in any material respect at the time of the making thereof or any warranty ceases to be complied with in any material respect, and the Authority fails to take or cause to be taken corrective measures satisfactory to the Trustee within thirty (30) days after written notice by the Trustee.

(e) Bankruptcy. The dissolution, liquidation or insolvency of the Authority, the filing by the Authority of a voluntary petition in bankruptcy, the failure by the Authority within sixty (60) days to lift any execution, garnishment or attachment affecting the Mortgaged Property, any act of bankruptcy by the Authority, the adjudication of the Authority as a bankrupt, the assignment by the Authority of any assets for the benefit of its creditors, the entry by the Authority into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the Authority in any proceeding for the composition of its debts or for its reorganization instituted under the provisions of the Bankruptcy Act (11 U.S.C. § 1 et seq.), as amended, or under any similar act which may hereafter be enacted.

(f) Judgment. Entry by any court of a final judgment against the Authority which shall not be satisfactorily discharged within sixty (60) days from the date thereof, or an attachment of any fund or account created hereunder, which shall not be released or otherwise provided for to the Trustee's satisfaction within sixty (60) days after the making thereof.

Remedies. Upon the occurrence of an Event of Default, and failure of the Authority to cure such default within the time provided, if any, the Trustee may, at its option:

(a) Acceleration. Declare the entire principal of all Outstanding Bonds and all interest accrued therein immediately due and payable, whereupon the Bonds shall become forthwith due and payable without presentment, demand, protest or further notice of any kind, and the Trustee shall be entitled to proceed to simultaneously or selectively and successively enforce its rights under the Bonds, the Indenture, any other instrument executed in connection with the issuance and sale of the Bonds, or any one or more of them; provided that the Trustee shall take

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this action upon the occurrence of an Event of Default and receipt of written instructions to take this action from the Holders of not less than twenty percent (20%) in aggregate principal amount of all Outstanding Bonds.

(b) Foreclosure. Foreclose the lien of the Indenture; provided, that any foreclosure sale of the Mortgaged Property may be made, at the option of the Trustee, with or without appraisement, such option to be exercised by the Trustee at the time judgment is rendered in any foreclosure action; provided further, that the Trustee or any Bondholder may bid and become the purchaser of the Mortgaged Property at any foreclosure sale if it is the highest bidder; provided further, that if the Trustee becomes the purchaser of the Mortgaged Property at any foreclosure sale or acquires the Mortgaged Property, by conveyance in lieu of foreclosure or otherwise, unless the Trustee is instructed to the contrary by the Holders of not less than twenty percent (20%) in aggregate principal amount of all Outstanding Bonds, the Trustee shall thereafter be entitled to sell, lease or otherwise deal with or dispose of the Mortgaged Property, or any part thereof, for the benefit of the Bondholders, in any manner and for such consideration as the Trustee, in its sole discretion, determines to be in the best interest of the Bondholders.

(c) Sale of Collateral.

(i) Assembly of Collateral. Upon the occurrence of an Event of Default, the Trustee may, at its discretion, require the Authority to assemble the Collateral and make it available to the Trustee at a place reasonably convenient to both parties to be designated by the Trustee.

(ii) Manner of Sale. All or any part of the Collateral may, at the sole discretion of the Trustee, be combined with the real property and sold together with such real property as an entirety, or the Collateral (or any part of the Collateral not sold together with the real property) may be sold separately, as one parcel or in such parcels, manner or order as the Trustee, in its sole discretion, may elect.

(iii) Notice of Sale. The Trustee shall give the Authority notice, by registered or certified mail, postage prepaid, of the time and place of any public sale of any Collateral or of the time after which any private sale or other intended disposition thereof is to be made by sending notice to the Authority at least ten (10) days before the time of the sale or other disposition, which provisions for notice the Authority and the Trustee agree are reasonable.

(d) Application for Receiver. Upon or at any time after commencement of proceedings against the Authority, the Trustee may apply to any court of competent jurisdiction for the appointment of a receiver to administer the Mortgaged Property.

(e) General Remedies. Take whatever action may be necessary or desirable, at law or in equity, to enforce performance and observation of any obligation, agreement or covenant of the Authority under the Indenture.

(f) Control of Operations Through Temporary Trustees. The Trustee may, upon its own initiative and without request, and upon written demand by the Holders of not less than twenty percent (20%) in amount of all Outstanding Bonds issued under the Indenture, the Trustee shall, appoint persons, residents of Tulsa County, Oklahoma, as temporary trustees of the Authority for the Mortgaged Property in such number that the persons so appointed shall constitute a majority of the Trustees of the Authority; and the Trustee shall fill any vacancy in any such temporary trusteeship.

(g) Proceedings by or Against the Authority. Upon the occurrence of an Event of Default involving either the prosecution of, the defense of, or the participation in any judicial or administrative proceedings by or against the Authority, which in any way affect the Mortgaged Property, the Trustee may, in its sole discretion, conduct or participate in such prosecution, defense or proceeding, and the Trustee may take any action whatsoever in relation thereto or in relation to the subject matter thereof which the Authority might take or do; provided that all costs and expenses incurred by the Trustee, including, without limitation, reasonable attorney's fees and court costs, shall be reimbursed to the Trustee by the Authority.

(h) Selective Enforcement. In the event the Trustee shall elect to selectively and successively enforce its rights under any one or more of the Bonds, the Indenture, or any other instrument executed in connection with the

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issuance and sale of the Bonds, such action shall not be deemed a waiver or discharge of any other lien or encumbrance securing payment of the Bonds until such time as the Trustee shall have been paid in full all sums secured by the Indenture. The foreclosure of any lien provided pursuant to the Indenture shall not merge the liens granted which are not foreclosed with any interest which the Trustee might obtain as a result of such selective and successive enforcement.

(i) Rescission of Actions. If at any time prior to the entry of final judgment or decree in any suit, action or proceeding instituted on account of any Event of Default, or before the completion of the enforcement of any other remedy provided by the Indenture, all Events of Default shall have been cured or remedied to the satisfaction of the Trustee, the Trustee may, and upon written request of the Holders of not less than twenty percent (20%) in amount of all Outstanding Bonds, the Trustee shall, by written notice to the Authority, rescind and annul any remedy invoked or action taken hereunder with respect thereto and its consequences, but no such rescission or annulment shall constitute a waiver of any subsequent Event of Default.

(j) Non-Waiver; Cumulative Remedies. No failure on the part of the Trustee to exercise and no delay in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Trustee of any right hereunder preclude any other or further right of exercise thereof or the exercise of any further right. The remedies herein provided are cumulative and not alternative.

Remedies Vested in the Trustee. All remedies under the Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto; any such suit or proceeding instituted by the Trustee shall be brought in its name without the necessity of joining as plaintiffs or defendants any Bondholders; and any recovery of judgment shall be for the ratable benefit of the Bondholders and the Trustee as their respective interests may appear.

Rights and Remedies of Bondholders. No Bondholder shall have any right to institute or prosecute any action, suit or proceeding for the enforcement of the Indenture, the Bonds or any other instrument executed in connection with the issuance and sale of the Bonds until the following shall have occurred:

(a) Event of Default. An Event of Default shall have occurred;

(b) Notice to the Trustee. The Trustee shall have received notice of an Event of Default;

(c) Bondholders' Request. The Holders of not less than twenty percent (20%), in aggregate principal amount of all Outstanding Bonds shall have requested the Trustee to take certain action pursuant to the terms of the Indenture with respect to the Event of Default and shall have provided to the Trustee the indemnity required by the Indenture; and

(d) Inaction by the Trustee. The Trustee shall have taken no action whatsoever within a reasonable time after receipt of notice of facts constituting an Event of Default and a request from the Bondholders, to take certain actions with respect to the Event of Default.

No one or more Bondholders shall have any right, in any manner whatsoever, to affect, disturb or prejudice the lien of the Indenture by its, his or their action or to enforce any right hereunder, except in the manner herein provided, and all actions, suits or proceedings shall be instituted and prosecuted in the manner herein provided for the ratable benefit of all Bondholders.

Expenses. The Authority agrees to pay all reasonable fees, expenses and charges with respect to the Indenture, or in any way connected therewith, including, without limitation, all costs and expenses incurred in connection with the exercise or enforcement of any right or remedy under the Indenture or provided by law, which shall include, without limitation, all reasonable attorneys' fees and court costs, and the Authority also agrees to pay the reasonable fees and expenses of the Trustee for extraordinary services rendered under the Indenture. The Authority shall pay all such fees, expenses and charges upon demand therefor by the Trustee.

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Application of Funds on Default. Upon occurrence of an Event of Default, all amounts collected and received by the Trustee in any manner hereunder shall be applied and paid out by the Trustee, from time to time as determined by the Trustee, in the following order:

(a) All charges, costs and expenses of administering and enforcing the provisions of the Indenture, including the fees and expenses of the Trustee relating thereto.

(b) Expenses of operation and maintenance of the Mortgaged Property.

(c) Unless all Outstanding Bonds shall have been declared due and payable, the balance of such amounts shall be applied in the following order:

(i) All installments of interest on the Bonds accrued and unpaid at the time of default, in order of their due dates, payable ratably;

(ii) All principal on the Bonds matured and unpaid at the time of default (other than Bonds called for redemption for the payment of which funds are held pursuant to the provisions of the Indenture) in order of maturity date, payable ratably;

(iii) Thereafter accruing installments of interest on the Bonds, in order of their due dates, payable ratably;

(iv) Thereafter maturing principal on the Bonds, in order of maturity dates, payable ratably.

(d) If all Outstanding Bonds shall have been declared due and payable, the balance of all such amounts shall be applied ratably to the payment of the Outstanding Bonds, without preference or priority.

(e) All other accrued indebtedness, liabilities, obligations and sums secured by the Indenture, payable ratably.

(f) The balance, if any, to be paid to the Authority or to whomsoever may be lawfully entitled to receive the same, as decreed by a court of competent jurisdiction.

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SUMMARY OF CERTAIN PROVISIONS OF THE LEASE

The following excerpts from the Lease (the "Lease"), by and between the City of Weatherford, Oklahoma, as Lessor, and the Trustees of The Weatherford Public Works Authority, as Lessee, do not purport to be complete and for the complete provisions reference is made to the Lease, a copy of which may be obtained from the Trustee or the Authority.

TERM OF THE LEASE

The term of the Lease is for fifty (50) years commencing on August 28, 1967 and extending to August 27, 2017, and so long thereafter as any indebtedness incurred by Lessee secured by the revenues of any of the property described in the Lease (or any part thereof) shall remain unpaid, unless such term be sooner.

LEASE PURPOSE

The leased property is demised and leased to Lessee for the purpose of enabling Lessee to execute and perform, and to further the execution and performance of, public functions of Lessor as provided in the Trust Indenture of the above-mentioned The Weatherford Public Works Authority, and not otherwise.

COVENANTS

Lessee covenants and agrees in the Lease:

(a) That it will operate and maintain, at its own cost and expense, all of the property demised and leased under the Lease, in a good and efficient manner, and will protect and hold harmless the Lessor from any loss, cost, expense or damage directly or indirectly connected with, or arising out of, the maintenance or operation of said property.

(b) That it will comply with all valid acts, rules and regulations, orders and directions of any legislative, executive or administrative body or officer having jurisdiction applicable to said property and any part thereof, or its operation or maintenance.

(c) That it will do and perform all things necessary and practical to accomplish the purposes of The Weatherford Public Works Authority, in respect of the Lease, within the scope of the powers and duties set forth in the Declaration of Trust of the Authority, and within the scope of any contract securing any indebtedness incurred by the Trustees of said Authority pursuant to said Declaration of Trust.

(d) That it will not encumber or permit to be encumbered the title of the Lessor to any part of the leased property or any substitutions therefor, or in any manner permit any such title to said property to be charged with the payment of any obligation for the payment of any sum of money: PROVIDED, that the foregoing shall not prevent the encumbrance of the leasehold interest of the Lessee to all or any specific portion of the leased property in connection with the incurring of indebtedness authorized by the Declaration of Trust of the Lessee or by law.

Appendix E

Form of Continuing Disclosure Agreement

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APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (this "Agreement") dated as of June 1, 2010, is executed and delivered by the Weatherford Public Works Authority (the "Issuer"), and Bank of Oklahoma, N.A., Oklahoma City, Oklahoma, as trustee (the "Trustee"), for the holders of the Issuer's $11,115,000 Utility System Revenue Bonds, Series 2010 (the "Bonds"), issued pursuant to a Bond Indenture, dated as of June 1, 2010, (the "Bond Indenture"), between the Issuer and the Trustee. Capitalized terms used in this Agreement which are not otherwise defined in the Bond Indenture shall have the respective meanings specified above or in Article IV hereof The Issuer and the Trustee hereby covenant and agree as follows:

ARTICLE I The Undertaking

Section 1.1. Purpose. This Agreement shall constitute a written undertaking for the benefit of the holders of the Bonds, and is being executed and delivered solely to assist the Underwriter in complying with subsection (b)(5) of the Rule, as defined herein. Weatherford Public Works Authority (herein "Obligated Person") is the only Obligated Person with respect to the Bonds and hereby undertakes to perform the continuing disclosure obligation and to fulfill all obligations as may exist for secondary market disclosure for the benefit of the Bondholders, and in order to assist the participating underwriters in complying with SEC Rule 15(c)2-12 (b)(5).

Section 1.2. Annual Financial Information. (a) The Issuer shall, or shall cause the Dissemination Agent to, not later than 60 days after such information becomes available, and not later than 90 days after the end of the Issuer's fiscal year (presently July 1 through June 30), commencing with the report for the 2010 Fiscal Year, provide to EMMA, as defined herein, and upon request to any person the Annual Financial Information which is consistent with the requirements of this Disclosure Agreement. The Annual Financial Information may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in this Disclosure Agreement; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Financial Information and later than the date required above for the filing of the Annual Financial Information if they are not available by that date. If the Issuer's fiscal year changes, it shall give notice of such change in the same manner as for a Material Event under Section 1.4. The Issuer agrees to transmit the Annual Financial Information using such forms as may be prescribed by the MSRB, as the same may be revised from time to time.

(b) If the Issuer is unable to provide an Annual Financial information to EMMA by the date required in subsection (a), the Issuer shall send a notice to EMMA, if any, using such forms as may be prescribed by the MSRB. including the form attached as Exhibit B hereto, as the same may be revised from time to time.

Section 1.3._ Audited Financial Statements. If not provided as part of the Annual Financial Information by the date required by Section 12(a) hereof, the Issuer shall provide, or cause an Agent to provide, Audited Financial Statements, when and if available, to EMMA and the SID, if any exists.

Section 1.4. Notices of Material Events. If a Material Event occurs, the Issuer shall provide, in a timely manner, a Material Event Notice to (i) EMMA, (ii) the SID, as defined herein, and (iii) the Trustee, as defined herein.

Section 1.5. Additional Disclosure Obligations. The Issuer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Issuer, and that under some circumstances compliance with this Agreement, without additional disclosures or other action, may not fully discharge all duties and obligations of the Issuer under such laws.

ARTICLE II Operating Rules

Section 2.1. Reference to Other Documents. It shall be sufficient for purposes of Section 1.2 hereof if the Issuer provides Annual Financial Information by specific reference to documents either previously (i) provided to

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EMMA existing at the time of such reference and the SID, or (ii) filed with the SEC. If such a document is the Official Statement, it also must be available from the EMMA.

Section 2.2. Submission of Information. Annual Financial Information may be provided in one document or multiple documents, and at one time or in part from time to time.

Section 2.3. Material Event Notices. Each Material Event Notice shall be so captioned and shall prominently state the title, date and CUSIP numbers of the Bonds.

Section 2.4. Transmission of Information and Notices. Unless otherwise required by law and subject to the approval of the Trustee and to technical and economic feasibility, the Issuer shall employ such methods of information and notice transmission as shall be requested or recommended by the herein-designated recipients of the Issuer's information and notices.

Section 2.5. Fiscal Year. Annual Financial Information shall be provided at least annually notwithstanding any fiscal year longer than 12 calendar months. The Issuer's fiscal year is from July I - June 30, and the Issuer shall promptly notify (i) EMMA, (ii) the SID, and (iii) the Trustee of each change in its fiscal year.

Section 2.6. EMMA Notices. Any filings required to be made with or notices to be given to EMMA under this Agreement may be effected by electronic submission to EMMA at the address set forth in Exhibit A hereto.

ARTICLE III Termination, Amendment and Enforcement

Section 3.1. Termination. (a) The Issuer's obligations under this Agreement shall terminate upon a legal defeasance, prior redemption or payment in full of all of the Bonds.

(b) This Agreement, or any provision hereof, shall be null and void in the event that the Issuer receives an opinion of nationally recognized bond counsel or counsel expert in federal securities laws, addressed to the Issuer and the Trustee, to the effect that those portions of the Rule which require the provisions of this Agreement, or any of such provisions, do not or no longer apply to the Bonds, whether because such portions of the Rule are invalid, have been repealed, or otherwise, as shall be specified in such opinion, and delivers copies of such opinion to EMMA and the SID.

Section 3.2. Amendment. (a) This Agreement may be amended in writing from time to time, without the consent of the holders of the Bonds (except to the extent required under clause (4)(ii) below), if all of the following conditions are satisfied: (1) such amendment is made in connection with a change in circumstances that arises from a change in legal (including regulatory) requirements, a change in law (including rules or regulations) or in interpretations thereof, or a change in the identity, nature or status of the Issuer or the type of business conducted thereby, (2) this Agreement as so amended would have complied with the requirements of the Rule as of the date of this Agreement, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances, (3) the Issuer shall have received an opinion of nationally recognized bond counsel or counsel expert in federal securities laws, addressed to the Issuer and the Trustee, to the same effect as set forth in clause (2) above, (4) either (i) the Issuer shall have received an opinion of nationally recognized bond counsel or counsel expert in federal securities laws, addressed to the Issuer and the Trustee, to the effect that the amendment does not materially impair the interests of the holders of the Bonds or (ii) the holders of the Bonds consent to the amendment to this Agreement, and (5) the Issuer shall have delivered copies of such opinion(s) and amendment to EMMA and the SID.

(b) To the extent any amendment to this Agreement results in a change in the type of financial information or operating data provided pursuant to this Agreement, the first Annual Financial Information provided thereafter shall include a narrative explanation of the reasons for the amendment and the impact of the change.

(c) If an amendment is made to the basis on which financial statements are prepared, the Annual Financial Information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the fanner accounting principles. Such comparison shall include a quantitative and, to the extent reasonably feasible, qualitative

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discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information.

Section 3.3. Benefit; Third-Party Beneficiaries: Enforcement. (a) The provisions of this Agreement shall inure solely to the benefit of the Issuer, the Trustee and the holders from time to time of the Bonds, except that beneficial owners of Bonds shall be third-party beneficiaries of this Agreement.

(b) Except as provided in this subsection (b), the provisions of this Agreement shall create no rights in any person or entity other than the Issuer and the Trustee. The obligations of the Issuer to comply with the provisions of this Agreement shall be enforceable by any holder of Outstanding Bonds, or by an agent on behalf of the holders of Outstanding Bonds, including the Trustee. The holders' rights to enforce the provisions of this Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel performance of the Issuer's obligations under this Agreement. In consideration of the third party beneficiary status of beneficial owners of Bonds pursuant to subsection (a) of this Section, beneficial owners shall be deemed to be holders of Bonds for purposes of this subsection (b).

(c) Any failure by the Issuer to perform in accordance with this Agreement shall not constitute a default or an Event of Default under the Bond Indenture, and the rights and remedies available to the holders upon the occurrence of a default or an Event of Default shall not apply to any such failure.

(d) This Agreement shall be construed and interpreted in accordance with the laws of the State, and any suits and actions arising out of this Agreement shall be instituted in a court of competent jurisdiction in the State.

(e) In case any one or more of the provisions of this Agreement shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Agreement, but this Agreement shall be construed and enforced as if such illegal or invalid provision had not been contained herein.

(f) This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

ARTICLE IV Definitions

Section 4.1. Definitions. The following terms used in this Agreement shall have the following respective meanings:

(1) "Agent" or "Dissemination Agent" means initially, the Trustee or an entity other than the Issuer designated by the Issuer in writing that agrees to perform all or part of the Issuer's functions set forth herein.

(2) "Annual Financial Information" to be provided by the Issuer means (i) the financial information or operating data of the type and in similar form as set forth under the captions "DEBT SERVICE REQUIREMENTS," "PROJECTED REVENUES," and "THE AUTHORITY" in the Issuer's Official Statement dated June 24, 2010, relating to the Bonds and (ii) Audited Financial Statements, if available.

(3) "Audited Financial Statements" means the annual financial statements. if any, of the Issuer, audited by such auditor as shall then be required or permitted by State law, as set forth in Appendix E to the Official Statement. Audited Financial Statements shall be prepared in accordance with GAAP; provided, however, that the Issuer may from time to time, if required by federal or State legal requirements, modify the basis upon which its financial statements are prepared. Notice of any such modification shall be provided to EMMA and the SID, and shall include a reference to the specific federal or State law or regulation describing such accounting basis.

(4) "EMMA" means the MSRB's Electronic Municipal Market Access System. Reference is made to Commission Release No. 34-59062, December 8, 2008 (the "Release") relating to the EMMA system for municipal securities disclosure that became effective on the EMMA Effective Date.

(5) "EMMA Effective Date" means July 1, 2009, the effective date for filing via EMMA.

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(5) "EMMA Effective Date" means July 1, 2009, the effective date for filing via EMMA.

(6) "GAAP" means generally accepting accounting principles as prescribed for governmental units by the Governmental Accounting Standards Board.

(7) "Material Event" means any of the following events with respect to the Bonds whether relating to the Issuer or otherwise, if material:

(i) principal and interest payment delinquencies;

(ii) non-payment related defaults;

(iii) unscheduled draws on debt service reserves reflecting financial difficulties;

(iv) unscheduled draws on credit enhancements reflecting financial difficulties;

(v) substitution of credit or liquidity providers, or their failure to perform;

(vi) adverse tax opinions or events affecting the tax-exempt status of' the Bonds;

(vii) modifications to rights of holders of Bonds;

(viii) bond calls (other than mandatory scheduled redemptions not otherwise contingent upon the occurrence of an event, the terms of which are set forth in the Official Statement);

(ix) defeasances;

(x) release, substitution or sale of property securing repayment of the Bonds; and

(xi) rating changes.

(9) "Material Event Notice" means written or electronic notice of a Material Event.

(10) "MSRB" means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934.

(11) "Official Statement" means the "final official statement", as defined in paragraph (f)(3) of the Rule, relating to the Bonds.

(12) "Rule" means Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 CFR Part 240, §240.15c2-12), as in effect on the date of this Agreement, including any official interpretations thereof.

(13) "SEC" means the United States Securities and Exchange Commission.

(14) "SID" means, at any time, a then-existing a state information depository, if any, as operated or designated as such by or on behalf of the State for the purposes referred to in the Rule. As of the date of this Agreement, there is no SID.

(15) "State" means the State of Oklahoma.

(16) "Underwriters" means Wells Nelson & Associates, LLC, Oklahoma City, Oklahoma, and The Baker Group, Inc., Oklahoma City, Oklahoma.

[SIGNATURE BLOCK OMITTED]

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EXHIBIT A

On and after the EMMA Effective Date, any notices to or filings with EMMA and the State Repository, if any, shall be effected by sending the notice or filing to the MSRB as follows:

Electronic submissions: www.emma.msrb.org

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EXHIBIT B

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION

Name of Issuer:

Name of Bond Issue:

Date of Issuance:

NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Financial Information with respect to the above-named Bonds as required by the Continuing Disclosure Agreement dated as of , 2010. The Issuer anticipates that the Annual Financial Information will be filed by .

Dated: on behalf of the Issuer