PRELIMINARY OFFICIAL STATEMENT DATED DECEMBER 12, 2011

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 2011 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 2011 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 2011 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 2011 Bonds have been designated by the Pryor Public Works Authority (the “Authority”) as "qualified tax-exempt obligations" within the meaning of Section 265(b) of the Code. Interest on the 2011 Bonds is exempt from Oklahoma income tax. See "TAX EXEMPTION" herein.

$7,000,000* Pryor Public Works Authority

Capital Improvement Revenue Bonds Series 2011

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

The Pryor Public Works Authority Capital Improvement Revenue Bonds, Series 2011 (the “2011 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 2011 Bonds. Purchases of beneficial ownership interests in the 2011 Bonds will be made in book-entry form only, in $5,000 principal amounts or integral multiples thereof. Beneficial owners of the 2011 Bonds will not receive physical delivery of certificates evidencing their ownership interest in the 2011 Bonds so long as DTC or a successor securities depository acts as the securities depository with respect to the 2011 Bonds. Interest on the 2011 Bonds is payable each March 1 and September 1, commencing March 1, 2012, as more fully described herein. So long as DTC or its nominee is the registered owner of the 2011 Bonds, payments of the principal and interest on the 2011 Bonds will be payable by RCB Bank as 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 2011 BONDS—Book-Entry-Only System” herein.

The proceeds received from the sale of the 2011 Bonds are to be used, along with other available monies, to provide funding (i) for constructing and improving streets and related drainage facilities and utility relocations; (ii) for constructing, equipping and furnishing a new city hall; (iii) for repairing, refurbishing, and equipping the existing municipal recreation center; and (iv) to pay costs related to the issuance of the 2011 Bonds.

The Authority is issuing the 2011 Bonds pursuant to the terms of a Bond Indenture dated as of December 1, 2011, (the “Indenture”), by and between the Authority and RCB Bank, Claremore, Oklahoma, as Trustee (the “Trustee”), which provides for the issuance and security of the 2011 Bonds. The 2011 Bonds are special and limited obligations of the Authority secured by a pledge of one-half percent (0.50%) sales tax, subject to annual appropriation by the City of Pryor Creek, and (ii) all funds and accounts established by the Indenture, including the income derived from the investment thereof, if any.

No recourse shall be had for the payment of the principal of or interest on the 2011 Bonds or for any claim based thereon or on the Indenture against any officer, director, trustee or employee of the Trustee, the Authority or any officer or employee thereof. The covenants and representations contained in the Indenture do not and shall never constitute a personal or pecuniary liability or charge against the general credit of the Authority or the individual Trustees thereof. The 2011 Bonds are not obligations or debts of the State of Oklahoma, the City of Pryor Creek, Oklahoma, or any municipality, county, political subdivision, or governmental unit or agency of the State of Oklahoma, nor are the 2011 Bonds a general obligation of the Authority, but are limited and special obligations of the Authority payable solely from the revenues and assets pledged therefor, and neither the faith and credit nor the taxing power of the State of Oklahoma, nor the City of Pryor Creek, Oklahoma, nor any county, municipality, subdivision, or governmental unit or agency thereof or therein is pledged for the payment of the 2011 Bonds. The 2011 Bonds are not a personal obligation of any trustee, officer, employee or agent of the Authority. The Authority has no taxing power.

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 2011 Bonds are offered when, as and if issued and received by the Underwriter, subject to prior sale, to withdrawal or modification of the offer without any notice, and to the approval of legality of the 2011 Bonds by Hilborne & Weidman, a Professional Corporation, Tulsa, Oklahoma, Bond Counsel. Certain legal matters will be passed upon for the Authority by Elliott Law Office, P.C., Pryor Creek, Oklahoma, Authority Counsel. It is expected that the 2011 Bonds in definitive form will be available for delivery to the Depository Trust Company in New York, New York, on or about December 22, 2011.

Financial Advisor

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$7,000,000* Pryor Public Works Authority

Capital Improvement Revenue Bonds, Series 2011

MATURITY SCHEDULE

Maturity Date

Principal Amount*

Coupon

Yield

CUSIP

09/01/2012 $445,000 % % 09/01/2013 400,000 09/01/2014 410,000 09/01/2015 415,000 09/01/2016 420,000 09/01/2017 430,000 09/01/2018 440,000 09/01/2019(1) 450,000 09/01/2020(1) 465,000 09/01/2021(1) 480,000 09/01/2022(1) 495,000 09/01/2023(1) 510,000 09/01/2024(1) 525,000 09/01/2025(1) 545,000 09/01/2026(1) 570,000 * Preliminary, subject to change. (1) Subject to optional redemption. See “Redemption Provisions” herein. 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 2011 Bonds. Neither the Authority nor the Underwriter shall be responsible for the selection or correctness of the CUSIP numbers set forth above.

REGARDING USE OF THE OFFICIAL STATEMENT

No dealer, broker, salesperson or other person has been authorized by the Authority or the Underwriter to give any information or to make any representation in connection with the offering of the 2011 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 Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy the 2011 Bonds by any person, in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale.

The Underwriter intends to offer the 2011 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 Underwriter reserves the right to join with dealers and other underwriters in offering the 2011 Bonds to the public. The Underwriter may offer and sell 2011 Bonds to certain dealers at prices lower than the public offering price. In connection with this offering, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the 2011 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 Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has 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 Underwriter does 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 Underwriter. This Official Statement does not constitute a contract between the Authority or the Underwriter and any one or more of the purchasers or registered owners of the 2011 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 2011 Bonds have not been registered with the Securities and Exchange Commission. The registration, qualification or exemption of the 2011 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 2011 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 Preliminary Official Statement is deemed final as of the date hereof; however, it is subject to revision, amendment and completion as a Final Official Statement.

TABLE OF CONTENTS Page

FINANCING PARTICIPANTS....................................................................................................................i

SUMMARY STATEMENT........................................................................................................................ ii

INTRODUCTION.........................................................................................................................................1

THE 2011 BONDS........................................................................................................................................1

PURPOSE OF THE BOND ISSUE.............................................................................................................4

SECURITY FOR THE BONDS ..................................................................................................................4

PRYOR PUBLIC WORKS AUTHORITY.................................................................................................5

THE CITY......................................................................................................................................................6

RISKS OF BONDHOLDERS................................................................................................................... 10

TAX EXEMPTION.................................................................................................................................... 10

CERTAIN FEDERAL TAX INFORMATION ....................................................................................... 11

FINANCIAL STATEMENTS................................................................................................................... 12

RATING...................................................................................................................................................... 12

LEGAL MATTERS ................................................................................................................................... 13

NO LITIGATION....................................................................................................................................... 13

UNDERWRITING..................................................................................................................................... 13

MISCELLANEOUS................................................................................................................................... 13

CERTIFICATION AS TO OFFICIAL STATEMENT........................................................................... 14

APPENDIX A - Debt Service Schedule

APPENDIX B - The City of Pryor Creek Annual Financial Report for Fiscal Year Ended June 30, 2010

APPENDIX C - Form of Opinion of Bond Counsel

APPENDIX D - Summary of Certain Provisions of the Indenture

APPENDIX E - Form of Continuing Disclosure Agreement

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FINANCING PARTICIPANTS

PRYOR PUBLIC WORKS AUTHORITY

Jimmy Tramel Chairman Ronnie Sharp Trustee Tony Smith Trustee Leonard Barnes Trustee Garry Harris Trustee Carolyn Wise Trustee Drew Stott Trustee Greg Rosamond Trustee Roger Willcutt Trustee Eva Smith Secretary

CITY OF PRYOR CREEK, OKLAHOMA

Jimmy Tramel Mayor Eva Smith City Clerk Lois Thompson City Treasurer

City Council

Ronnie Sharp Council Member Tony Smith Council Member Leonard Barnes Council Member Garry Harris Council Member Carolyn Wise Council Member Drew Stott Council Member Greg Rosamond Council Member Roger Willcutt Council Member

TRUSTEE

RCB Bank Claremore, Oklahoma

AUTHORITY’S COUNSEL BOND COUNSEL

Elliott Law Office, P.C. Hilborne & Weidman Pryor, Oklahoma A Professional Corporation Tulsa, Oklahoma

FINANCIAL ADVISOR UNDERWRITER

BOSC, Inc. The Baker Group A subsidiary of BOKF Corporation Oklahoma City, Oklahoma Oklahoma City, Oklahoma

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SUMMARY STATEMENT

The information contained on this page is introductory only and is subject in all respects to the complete information in the Official Statement, including the Appendices attached hereto. ISSUE: Pryor Public Works Authority (the “Authority”) $7,000,000* Capital Improvement

Revenue Bonds, Series 2011, dated as of the date of their delivery. AUTHORITY: The 2011 Bonds are being issued pursuant to the terms of a Bond Indenture

dated as of December 1, 2011 (the “Indenture”). USE OF PROCEEDS: The proceeds received from the sale of the 2011 Bonds are to be used, along with

other available monies, to provide funding (i) for constructing and improving streets and related drainage facilities and utility relocations; (ii) for constructing, equipping and furnishing a new city hall; (iii) for repairing, refurbishing, and equipping the existing municipal recreation center; and (iv) to pay costs related to the issuance of the 2011 Bonds.

SECURITY: The 2011 Bonds are special and limited obligations of the Authority, payable

from and secured by a pledge of: (i) a one-half percent (0.50%) sales tax, subject to annual appropriation by the City, and (ii) all funds and accounts established by the Indenture, including the income derived from the investment thereof, if any.

INTEREST PAYMENTS: Interest on the 2011 Bonds will be payable beginning March 1, 2012, and semi-

annually on each March 1 and September 1 thereafter. FORM: The 2011 Bonds are issued in fully registered form, without interest coupons. DENOMINATIONS: $5,000 or any multiple thereof. REDEMPTION: The 2011 Bonds are subject to optional redemption beginning September 1,

2018, as herein described. TAX MATTERS: The 2011 Bonds have been designated by the Authority as "Qualified Tax-

Exempt Obligations", as that term is defined in the Code. LEGALITY: Issuance of the 2011 Bonds is subject to the approval of Hilborne & Weidman, a

Professional Corporation, Tulsa, Oklahoma, Bond Counsel, and Elliott Law Office, P.C., Pryor, Oklahoma, Authority’s Counsel.

* Preliminary, subject to change.

*Preliminary, subject to change.

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OFFICIAL STATEMENT

$7,000,000* PRYOR PUBLIC WORKS AUTHORITY

CAPITAL IMPROVEMENT REVENUE BONDS SERIES 2011

INTRODUCTION

This Official Statement, including the cover page and Appendices hereto, is furnished to provide information with respect to the offering by the Pryor Public Works Authority (the “Authority”) of its $7,000,000* Capital Improvement Revenue Bonds, Series 2011, dated as of the date of their delivery (the “2011 Bonds”). The 2011 Bonds are to be issued pursuant to the Bond Indenture (the “Indenture”) dated as of December 1, 2011, by and between the Authority and RCB Bank, Claremore, Oklahoma, as Trustee (the “Trustee”). Capitalized terms not defined in this Official Statement have the meanings as established in the Indenture.

The 2011 Bonds are being issued to provide funding (i) for constructing and improving streets and related drainage facilities and utility relocations; (ii) for constructing, equipping and furnishing a new city hall; (iii) for repairing, refurbishing, and equipping the existing municipal recreation center; and (iv) to pay costs related to the issuance of the 2011 Bonds.

No recourse shall be had for the payment of the principal of or interest on the 2011 Bonds or for any claim based thereon or on the Indenture against any officer, director, trustee or employee of the Trustee, the Authority or any officer or employee thereof. The covenants and representations contained in the Indenture do not and shall never constitute a personal or pecuniary liability or charge against the general credit of the Authority or the individual Trustees thereof. The 2011 Bonds are not obligations or debts of the State of Oklahoma, the City of Pryor Creek, Oklahoma, or any municipality, county, political subdivision, or governmental unit or agency of the State of Oklahoma, nor are the 2011 Bonds a general obligation of the Authority, but are limited and special obligations of the Authority payable solely from the revenues and assets pledged therefor, and neither the faith and credit nor the taxing power of the State of Oklahoma, nor the City of Pryor Creek, Oklahoma, nor any county, municipality, subdivision, or governmental unit or agency thereof or therein is pledged for the payment of the 2011 Bonds. The 2011 Bonds are not a personal obligation of any trustee, officer, employee or agent of the Authority. The Authority has no taxing power.

Brief descriptions of the 2011 Bonds, the Authority, Security for the Bonds, the City, and the Bond Indenture are contained in this Official Statement and the 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 Bond Indenture are qualified in their entirety by reference to such complete document.

THE 2011 BONDS

The 2011 Bonds shall bear interest at the rates and mature in the principal amounts and on the dates shown on the inside cover hereof. The 2011 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 2011 Bonds are transferable on the registration books maintained at the corporate trust office of RCB Bank as Trustee.

The 2011 Bonds will be dated as of the date of their delivery and will bear interest from that date. Principal is payable on September 1 on the dates shown on the inside cover hereof, beginning September 1, 2012. Interest on the 2011 Bonds shall be payable semiannually on March 1 and September 1 of each year, commencing March 1, 2012, until the principal amount of the 2011 Bonds is paid.

The 2011 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 2011 Bonds. Principal and

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interest on the 2011 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” herein.

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 Underwriter take no responsibility for the accuracy thereof.

DTC will act as securities depository for the 2011 Bonds. The 2011 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 2011 Bond certificate will be issued for each maturity of the 2011 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 2011 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2011 Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2011 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 2011 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 2011 Bonds, except in the event that use of the book-entry system for the 2011 Bonds is discontinued.

To facilitate subsequent transfers, all 2011 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 2011 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 2011 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such 2011 Bonds are credited, which may or

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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 2011 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 2011 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 2011 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Redemption proceeds, distributions and dividend payments on the 2011 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 2011 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 2011 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 2011 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 2011 Bond certificates will be printed and delivered to DTC.

The Authority, Bond Counsel, the Trustee and the Underwriter cannot and do not give any assurances that the DTC Participants will distribute to the Beneficial Owners of the 2011 Bonds: (i) payments of principal of or interest on the 2011 Bonds; (ii) certificates representing an ownership interest or other confirmation of Beneficial Ownership interests in the 2011 Bonds; or (iii) redemption or other notices sent to DTC or its nominee, as the Registered Owners of the 2011 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 Underwriter 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 2011 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 2011 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 2011 Bonds; or (vi) any consent given or other action taken by DTC as Registered Owner.

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In reading this Official Statement, it should be understood that while the 2011 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 2011 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 2011 Bonds are subject to redemption prior to maturity as more fully described in this section of this Official Statement.

Optional Redemption. The 2011 Bonds maturing on and after September 1, 2019, 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 September 1, 2018, at the par value thereof plus in each case interest accrued to the date fixed for redemption.

Special Redemption. The 2011 Bonds are subject to redemption, at the option of the Authority, in whole at any time if, as a result of any change in the Constitution of the United States of America or of the State or legislative or administrative action whether State or Federal, or by final judgment in a court of competent jurisdiction after the contest thereof by the Authority in good faith, wherein (i) the Indenture becomes void, unenforceable, or impossible to perform in accordance with the intent and purpose of the parties as expressed therein, or (ii) interest on the Bonds shall become includable in gross income for federal income tax purposes. Such redemption shall be made at a redemption price equal to 100% of the aggregate principal amount of the Bonds to be redeemed plus the interest accrued thereon to the redemption date.

Notice of Redemption. In the event any of the 2011 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 2011 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 2011 Bonds of the same maturity are to be redeemed, the Trustee shall select the 2011 Bonds to be redeemed by lot in such manner as the Trustee may determine. In making such selection the Trustee shall treat each Series 2011 Bond as representing that number of 2011 Bonds of the lower authorized denomination as is obtained by dividing the principal amount of such 2011 Bonds by such denomination.

PURPOSE OF THE BOND ISSUE

The proceeds received from the sale of the 2011 Bonds are to be used, along with other available monies, to provide funding (i) for constructing and improving streets and related drainage facilities and utility relocations; (ii) for constructing, equipping and furnishing a new city hall; (iii) for repairing, refurbishing, and equipping the existing municipal recreation center; and (iv) to pay costs related to the issuance of the 2011 Bonds (the “Project”).

SECURITY FOR THE BONDS

The 2011 Bonds are special and limited obligations of the Authority, payable from and secured by a pledge of: (i) the Sales Tax Revenues, as defined herein, transferred to the Authority, and (ii) all funds and accounts established by the Indenture, including the income derived from the investment thereof, if any.

The payment of the principal of and interest on the 2011 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 Pryor Creek or the State of Oklahoma or any political subdivision thereof within the meaning of the Constitution or any

5

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 of Pryor Creek or the State of Oklahoma to pay the Bonds, or the interest or redemption premium, if any, thereon. Neither the City of Pryor Creek nor the State of Oklahoma nor any political subdivision thereof shall be obligated to pay the principal of and interest on the 2011 Bonds or the redemption premium, if any, or other cost incidental thereto, except from the revenues and other amounts pledged thereto. THE AUTHORITY HAS NO TAXING POWER.

THE PLAN OF FINANCING

A portion of the proceeds of the 2011 Bonds, after the payment of certain costs and the making of certain deposits as described below, will be deposited into the Construction Fund (the “Construction Fund”) and utilized fully to pay for the Project.

The remainder of the proceeds of the 2011 Bonds will be utilized to pay the costs of issuing the 2011 Bonds.

SOURCES AND USES OF FUNDS

The proceeds from the sale of the 2011 Bonds will be applied as follows:

Sources

Par Amount of Bonds $ . Less Original Issue Discount . Plus Original Issue Premium .

Total Sources of Funds $ .

Uses

Deposit to Project Construction Fund $ . Underwriter’s Discount . Costs of Issuance* .

Total Uses of Funds $ .

* Costs of Issuance include Trustee Bank Fees, Bond Counsel Fee, other counsel fees, printing cost, etc.

PRYOR PUBLIC WORKS AUTHORITY

The Authority is a public trust created by a Trust Indenture dated August 1, 1980, as amended by a First Amendment to Trust Indenture dated December 6, 2011 (collectively, the “Trust Indenture”), under the authority of Title 60, Oklahoma Statutes 2011, Sections 176 to 180.3, as amended, and the Oklahoma Trust Act. The Authority was created for the use and benefit of the City. The Beneficiary of the Authority is the City, and the City Council accepted the beneficial interest in the Trust Indenture on August 19, 1980, and December 6, 2011.

The Trustees of the Authority are the same persons who are currently the Mayor and members of the City Council of the City. 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. The Clerk of the City is ex-officio the Secretary of the Trustees of the Authority.

The Authority is not organized for profit and no part of its net earnings or property may inure to the benefit of any private person. The purposes of the Authority, all as more fully described in the Trust Indenture, are: (i) to promote the development of recreational and cultural activities within and near the territorial limits of the City and to thereby provide recreational and cultural facilities and additional employment and activities which will benefit

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and strengthen culture and the economy of the City; (ii) to provide to the City and/or any governmental agency or instrumentality or any of them, or to any one or more of them, and/or to assist the City in providing buildings, improvements, equipment and other facilities, including but not limited to streets, street improvements, avenues roads, bridges, intersections, drainage facilities, utility relocations, traffic control devices and improvements thereto, for all purposes that the same may be authorized or proper as a function of the City for the furtherance of the general convenience, welfare, public health and safety of the City and it inhabitants; and, (iii) to provide funds for the costs of financing, acquiring, constructing, installing, equipping, repairing, remodeling, improving, extending, enlarging, maintaining, operating, administering and disposing of or otherwise dealing with any of the aforesaid physical properties and facilities, and for administering the Trust for any or all of the aforesaid trust purposes, and for the payment of all other charges, costs and expenses incidental thereto; and in so doing to incur indebtedness, either unsecured or secured by any part or parts of the Trust Estate and/or revenues thereof.

THE CITY

History

Pryor Creek is the county seat of Mayes County and was named for Captain Nathaniel Pryor, a scout with the Lewis and Clark expedition and veteran of the War of 1812, who established an Osage trading post on the Verdigris River a few miles southeast of the present town site.

In 1870 the Missouri-Kansas-Texas Railroad (now known as the Union Pacific Railroad) started construction in the Cherokee Nation along the Kansas border, laying tracks to Texas. By June 1871, the railroad reached the point where Pryor Creek is presently situated. A post office was eventually established naming the town Coo-y-yah, Indian Territory. On April 23, 1887, postal officials officially changed the name to Pryor Creek due to the difficulty of spelling and pronouncing the Cherokee name of the town.

In 1888 Pryor Creek was first surveyed and platted under the laws of the Cherokee Nation. Pryor Creek was incorporated under Cherokee Law approximately 1889. By 1889 the first church and school had been built. The first telegraph office was opened in 1889 and in 1900 the first bank (today known as the First National Bank of Pryor) was organized.

A few years later, postal officials again changed the town’s name by dropping “Creek” in 1909. Because the City’s voters have never approved the name change, the City is still officially named Pryor Creek but it is commonly known as Pryor.

Voters approved the City’s present City Charter of a Mayor-Council form of government in 1951. The City Charter also established a Cemetery, Park, and Library Board, as well as a Municipal Utility Board which oversees operations of the City-owned gas, water, electric and sewer systems.

General

Under the City’s Mayor-Council form of government, voters elect a Mayor, Clerk, Treasurer, Police Chief and eight Council Members. The Mayor and City Council are listed on page (i) of this Official Statement.

Under Oklahoma law, creation of an indebtedness by the Authority requires approval by a two-thirds (2/3rds) vote of the governing body of the Beneficiary and the sale of obligations without competitive bidding requires the waiver of competitive bidding by a three-fourths (3/4ths) vote of the governing body of the Beneficiary.

According to the U.S. Census Bureau, the City of Pryor Creek has grown from a population of 495 in 1900 to a population of 9,539 in 2010. Today, the City has an area of approximately 6.5 square miles and is located in the northeastern corner of the state of Oklahoma, at the crossroads of US Highway 69 and Oklahoma State Highway 20. The City is approximately 47 miles east-northeast of Tulsa and approximately 42 miles east-northeast of Tulsa International Airport. Also serving the City of Pryor Creek is Interstate Highway 44, 15 miles to the west.

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Industry

A number of local concerns have either located in or within close proximity to the City, including:

Employer Product/Service Employee Count Integris Mayes County Medical Center Hospital/Health Care 433 Wal-mart Discount Cities Department Store 267 Pryor Public Schools Education 221 Mayes County Government 135 City of Pryor Creek Government 128 Homeland Grocery Store 90 US Post Office Government 80 Roberts Dodge Chrysler Jeep Automotive Retail 50 Industrial Maintenance Construction 50 Beggs Pharmacy Drug/Food Store 25 Source: The City of Pryor.

Manufacturing is one of the largest sectors of the economy, employing approximately 40% of the local work force. Primary industries are machinery, electronics, metals and transportation equipment.

Four miles south of the City is the nine-thousand-acre MidAmerica Industrial Park, the largest industrial park in Oklahoma as well as in rural America, where nearly 80 businesses and industries provide manufacturing, processing and distribution services. MidAmerica Industrial Park owns and maintains its own MidAmerica Airport which can accommodate most corporate jets. MidAmerica Industrial Park is located on the site of the former Oklahoma Ordnance Works, a multi-million-dollar munitions plant built during Word War II. It is served by U.S. Highways 69, 69A, and 412B, and a Union Pacific Railroad spur line.

Education

The public schools within the City are operated by Independent School District No. 1 (“Pryor Public Schools” or the “School District”) and include 1 early childhood center, 3 elementary schools, 1 junior high school and one high school. The School District encompasses approximately 111 square miles, including the City and surrounding rural communities. The School District currently has an enrollment of 2,710 and is fully accredited by the Oklahoma State Department of Education.

The City of Pryor Creek is home to a branch campus of Rogers State University and is only 18 miles from the main campus of Rogers State University in Claremore, Oklahoma. The City is also home to a branch campus of Northeast Technology Center, which is a vocational school, and an Oklahoma State University-Institute of Technology branch at MidAmerica Industrial Park, which offers high-quality advanced technical coursework and training programs.

Colleges and Universities Location Distance Rogers State University (branch campus) Pryor, OK Local Rogers State University (main campus) Claremore, OK 18 miles Bacone College Muskogee, OK 42 miles Connors State College Muskogee, OK 42 miles Northeastern State University Tahlequah, OK 44 miles Northeastern Oklahoma A&M College Miami, OK 54 miles Oklahoma Wesleyan University Bartlesville, OK 69 miles Oklahoma State University Stillwater, OK 116 miles Langston University Langston, OK 123 miles

Technical Training Oklahoma State University-Institute of Technology Pryor, OK Local

Vocational Schools Northeast Technology Center Pryor, OK Local

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Economic Indices

A. Population

Year Population 2010 9,539 2000 8,659 1990 8,327 1980 8,483 1970 7,057

Sources: U.S. Census Bureau and Oklahoma

Department of Commerce.

B. Sales Tax Collections and Revenues

Fiscal Year Percentage Total Ending June 30, Collected Revenues 2011 3.75% $6,514,307 2010 3.75 6,490,800 2009 3.75 6,881,578 2008 3.75 7,023,001 2007 3.75 6,308,886 2006 3.75 5,830,806 2005 3.75 4,935,598 2004 3.75 4,730,285 2003 3.75, 3.00* 4,549,184 2002 3.00 3,864,816

* Tax rate was 3.00% for 1 month, then 3.75% for 11 months. Source: Oklahoma Tax Commission.

C. Top 10 Sales Tax Categories by SIC Code

Sales Tax Collections FYE Code Description 06/30/11 06/30/10

53 General Merchandise Stores $2,559,243 $2,624,958 58 Eating & Drinking Places 793,279 774,343 54 Food Stores 562,488 539,538 50 Wholesale Trade - Durable Goods 379,639 327,758 49 Electric, Gas & Sanitary Services 353,560 310,863 59 Miscellaneous Retail 337,646 325,452 55 Automotive Dealers and

Gasoline Service Stations 274,669 250,708 57 Furniture, Home Furnishings and

Equipment Stores 229,056 246,640 48 Communications 223,655 231,027 52 Building Materials, Hardware, Garden

Supply and Mobile Home Dealer 186,805 190,725 Source: Oklahoma Tax Commission.

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D. Unemployment Statistics

September Unemployment Rate 2011 2010 2009

Claremore-Pryor Local Labor Market(1) 6.3% 7.4% 7.5% Mayes County 7.2% 8.7% 8.4% State of Oklahoma 5.8% 6.6% 7.0% United States 8.8% 9.2% 9.5% (1) The City (“Pryor” above) is part of the Claremore-Pryor Local Labor Market. Sources: Oklahoma Employment Security Commission and the U.S. Department of

Labor Bureau of Labor Statistics. Data is not seasonally adjusted.

REVENUES AND COVERAGE

On May 14, 2002, at an election duly authorized pursuant to Ordinance No. 2002-1, the voters of the City approved an additional sales tax of three-fourths of one percent (0.75%) to be used as follows: (i) one-half of one percent (0.50%) for payment of the principal and interest on the City’s $6,000,000 General Obligation Bonds of 2003, which were issued to fund the acquisition, construction and equipping of a municipal recreation center within the City; and, (ii) one-fourth of one percent (0.25%) for payment of operation and maintenance expenses on said municipal recreation center.

The City of Pryor Creek gave notice to the Trustee of the $6,000,000 General Obligation Bonds of 2003 that the City intends to call the currently outstanding bonds on the next available call date. The Trustee will call in full all outstanding Bonds of the General Obligation Bonds of 2003 on December 15, 2011.

On June 14, 2011, at an election duly authorized pursuant to Ordinance No. 2011-1, the voters of the City approved an extension of the existing one-half of one percent (0.50%) sales tax originally authorized pursuant to Ordinance No. 2002-1 to be used for (i) constructing and improving streets and related drainage facilities and utility relocations; (ii) constructing, equipping and furnishing a new City Hall; and (iii) repairing, refurbishing, and equipping the existing municipal recreation center.

The 2011 Bonds are special and limited obligations of the Authority, payable from and secured by a pledge of: (i) the one-half of one percent (0.50%) sales tax authorized pursuant to Ordinance No. 2011-1, subject to annual appropriation by the City and (ii) all funds and accounts established by the Indenture, including the income derived from the investment thereof, if any.

Historical Revenues

The historical revenues generated by the levy of a one-half percent sales tax in the City are:

Sales Tax FYE 6-30 Percentage Revenues % Increase

2011 0.50 $868,574 0.36 2010 0.50 $865,440 -5.68 2009 0.50 $917,544 -2.01 2008 0.50 $936,400 11.32 2007 0.50 $841,185 8.20 2006 0.50 $772,441 18.14 2005 0.50 $658,080 4.34 2004 0.50 $630,705 12.64 2003* 0.50 $559,953 --

* Represents 11 months of collections in 2003. Source: Oklahoma Tax Commission.

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Projected Revenues and Coverage

Year Ending December 31, 2012 2013 2014 2015

One-half Cent Sales Tax Revenue* $868,574 $868,574 $868,574 $868,574 2011 Bonds Projected Debt Service** $590,000 $590,000 $590,000 $590,000 Debt Coverage 1.47x 1.47x 1.47x 1.47x * Sales Tax Revenues for years 2012 through 2015 are projections based on zero percent increase

from FY2011. ** Includes interest figures which have been estimated for illustration purposes.

RISKS OF BONDHOLDERS

The 2011 Bonds are limited and special obligations of the Authority payable solely from monies derived from the Sales Tax Revenues received by the Authority from the City. The Authority cannot project what future Sales Tax Revenue transfers from the City will be. In addition, the Oklahoma Constitution allows only a pledge of the funds derived from the collection of a sales tax on a year to year basis. The Sales Tax Revenue shall be committed to the Authority on a year to year basis, subject to the annual appropriation of such monies by the City. The City’s commitment of such Sales Tax Revenue must be renewed on July 1 of each year unless the voters of the City rescind the right to levy and collect such tax at an election held for such purpose. If the City should decide not to appropriate such monies or should the City take action to eliminate the pledge or should the voters rescind the right of the City to levy and collect the Sales Tax Revenues, the Authority could be unable to pay the debt service requirements on the Bonds. The right of the City to levy and collect the Sales Tax Revenue is provided in the statutes of the State of Oklahoma. The Oklahoma Legislature has the ability to rescind the right of the City to levy and collect the sales tax. If the Authority should not receive the Sales Tax Revenue or if such collections should decline due to economic conditions, it would inhibit the ability of the Authority to pay the debt service requirements of the Bonds.

The amount of Sales Tax Revenue depends upon the sale of covered goods and services within the jurisdiction of the City and is therefore dependent upon the general economy of the City. The Oklahoma Legislature has the ability to modify the definition of covered goods and services. For example, the Oklahoma Legislature has considered removing food from the definition of covered goods, but no action was taken. Such reductions would have a negative impact on debt service coverage. There can be no assurance that the amount of Sales Tax Revenue levied and collected in any period will be sufficient to fund debt service on the Bonds.

Under current laws, business establishments operated by American Indian tribes are not required to remit state, county or city sales taxes. There has been an increase in Oklahoma of tribal operated businesses over the last few years. An increase in tribal operated businesses in the City might have a negative impact on sales tax collections.

Secondary Market

There is no guarantee that a secondary trading market will develop for the 2011 Bonds. Consequently, prospective bond purchasers should be prepared to hold their 2011 Bonds to maturity or prior redemption. Subject to applicable securities laws and prevailing market conditions the Underwriter intends, but is not obligated to, make a market in the 2011 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 2011 Bonds in order that interest on the 2011 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 2011 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

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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 Hilborne & Weidman, a Professional Corporation, 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 2011 Bonds, as well as any tax consequences arising under the laws of any state or other taxing jurisdiction.

Tax Treatment of Original Issue Discount

The 2011 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 2011 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 2011 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

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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 2011 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 obligations are designated "qualified tax-exempt obligations" under Section 265 of the Code. The 2011 Bonds are designated as "qualified tax-exempt obligations" for this purpose.

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 2011 Bonds, and thus on the economic value of the 2011 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 2011 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 2011 Bonds may be proposed or enacted.

Prospective purchasers of the 2011 Bonds should consult their own tax advisors regarding the foregoing matters.

Alternative Minimum Tax

The Code imposes an alternative minimum tax with respect to individuals and corporations on alternative minimum taxable income. Interest on the 2011 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 2011 Bonds.

FINANCIAL STATEMENTS

The general purpose financial statements of the City for the fiscal year ended June 30, 2010 and the independent auditor’s report by Wingard, Ragsdale & Langley, Certified Public Accountants, PLLC is attached hereto as Appendix B.

RATING

The Bonds have been rated A- (Stable) by Standard & Poor’s Ratings Services (“S&P”), 55 Water St., New York, New York 10041. Such rating reflects only the views of such organization at the time such rating is given, and the Authority and the Underwriter make no representation as to the appropriateness of such rating. An explanation of

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the significance of such rating may be obtained only from such rating agency. The Authority furnished such rating agency with certain information and materials relating to the Bonds that have not been included in this Official Statement. Generally, rating agencies base their ratings on the information and materials so furnished and on investigations, studies and assumptions by the rating agencies. There is no assurance that a particular rating will be maintained for any given period of time or that it will not be lowered or withdrawn entirely if, in the judgment of the agency originally establishing such rating, circumstances so warrant. Neither the Underwriter nor the Authority nor the City has undertaken any responsibility to bring to the attention of the owners of the Bonds any proposed revision or withdrawal of a rating of the Bonds or to oppose any such proposed revision or withdrawal. Any such revision or withdrawal of such a rating could have an adverse effect on the market price and marketability of the Bonds.

LEGAL MATTERS

Legal matters incident to the authorization, issuance and sale of the 2011 Bonds are subject to the approval of Hilborne & Weidman, a Professional Corporation, Tulsa, Oklahoma, Bond Counsel, who will render its opinion in substantially the form attached hereto as Appendix C. Certain legal matters will be passed upon for the Authority by Elliott Law Office, P.C., Pryor, 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 2011 Bonds or questioning or affecting the validity of the 2011 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 2011 Bonds in the manner provided in the Indenture.

UNDERWRITING

The 2011 Bonds are to be purchased by The Baker Group, Inc. (the “Underwriter”) pursuant to a Bond Purchase Agreement with the Authority (the “Bond Purchase Agreement”). The Underwriter has agreed to purchase the 2011 Bonds at a price of $ (representing the principal amount thereof less Underwriter’s Discount of $ plus Original Issue Premium in the amount of $ less Original Issue Discount in the amount of $ ). The Bond Purchase Agreement provides that the Underwriter will not be obligated to purchase any 2011 Bonds if all 2011 Bonds are not available for purchase and requires the Authority to indemnify the Underwriter against losses, claims, damages and liabilities rising out of any incorrect or 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 Underwriter may offer and sell the 2011 Bonds to certain dealers (including dealers depositing 2011 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 Underwriter.

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 Agreement, the form of which is attached as Appendix E to this Official Statement, for the benefit of the Holders of the 2011 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.

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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 2011 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 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 2011 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 2011 Bonds, as of the date of such Official Statement, on the date of sale of the 2011 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 June 30, 2010, 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.

PRYOR PUBLIC WORKS AUTHORITY By: Chairman

By: Secretary

Appendix A

Debt Service Schedule

[This Page Intentionally Left Blank]

A-1

DEBT SERVICE SCHEDULE

$7,000,000* PRYOR PUBLIC WORKS AUTHORITY

CAPITAL IMPROVEMENT REVENUE BONDS SERIES 2011

Fiscal Year Ending

June 30,

Principal

Payments

Interest

Payments

Total

Debt Service

2012 $ $ $ 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026

Total $7,000,000* $ $ *Preliminary, subject to change.

[This Page Intentionally Left Blank]

Appendix B

The City of Pryor Creek Annual Financial Report for Fiscal Year Ended June 30, 2010

[This Page Intentionally Left Blank]

[This Page Intentionally Left Blank]

[This Page Intentionally Left Blank]

Appendix C

Form of Opinion of Bond Counsel

[This Page Intentionally Left Blank]

C-1

HILBORNE & WEIDMAN A PROFESSIONAL CORPORATION

ATTORNEYS AND COUNSELORS 2405 EAST 57TH STREET

TULSA, OKLAHOMA 74105-7548

TELEPHONE: (918) 749-0111

TELECOPER: (918) 749-0335

December ___, 2011 Wells Nelson & Associates, LLC 401 S. Boston, Ste 2520 Tulsa, OK 74103 and RCB Bank 300 West Patti Page Blvd. Claremore, OK 74017 and Pryor Public Works Authority 6 North Adair Pryor Creek, Oklahoma 74362

Re: $____________ Pryor Public Works Authority Capital Improvement Revenue Bonds, Series 2011

Gentlemen:

We have acted as Bond Counsel to the Pryor Public Works Authority (the "Authority") in connection with the issuance and sale of the captioned Bonds (the "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) 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. As to questions of fact material to our opinion we have relied upon the Transcript of Proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation.

Based upon our examination of all of 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.

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2. The Bonds have been duly authorized, executed and delivered by the Authority and are valid and binding special obligations of the Authority, payable solely from the sources provided therefor in the Bond Indenture.

3. The form of Bond No. R-1 and its execution are regular and proper.

4. 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, as amended, (the "Code") that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be) excluded from gross income for federal income tax purposes. Failure to comply with 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. We express no opinion regarding other federal tax consequences arising with respect to the Bonds.

5. 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)(5) of the Code), a deduction is allowed for a portion of such financial institutions' interest expense allocable to interest on the Bonds.

6. Interest on the Bonds is exempt from State of Oklahoma income taxation.

It is to be understood that the rights of the holders of the Bonds and the enforceability thereof may be

subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases.

Respectfully submitted,

Appendix D

Summary of Certain Provisions of the Indenture

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SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE

The following is a summary of certain provisions of the Indenture. The summary does not purport to be comprehensive or definitive and is qualified in its entirety by reference to all of the terms and provisions of the Indenture, copies of which are available for inspection at the principal offices of the Authority and the Trustee. Capitalized words or phrases which are not defined herein or conventionally capitalized have the meanings given such words or phrases in the Indenture. Certain Definitions "Act of Bankruptcy" means any of the events specified in Section 9.02(D) of the Indenture. "Authority" means the Pryor Public Works Authority, an Oklahoma public trust of which the City is sole beneficiary, and its successors. "Authority Representative" means the person or persons at the time designated to act on behalf of the Authority by written certificate furnished to the Trustee containing the specimen signatures of such person or persons and signed on behalf of the Authority by its Chairman or Vice Chairman. Such certificate may designate an alternate or alternates. "Authorized Investments" shall include any of the following securities, if and to the extent the same are at the time legal under Oklahoma law for investment of Authority funds: A. Direct obligations of the United States of America (including obligations issued or held in book-entry form

on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America.

B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following

federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself):

1. U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership 2. Farmers Home Administration (FmHA) Certificates of beneficial ownership 3. Federal Financing Bank 4. Federal Housing Administration Debentures (FHA) 5. General Services Administration Participation certificates 6. Government National Mortgage Association (GNMA or "Ginnie Mae") GNMA - guaranteed mortgage-backed bonds GNMA - guaranteed pass-through obligations (not acceptable for certain cash-flow sensitive issues.) 7. U.S. Maritime Administration Guaranteed Title XI financing

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8. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds

C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following

non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): 1. Federal Home Loan Bank System Senior debt obligations 2. Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mac") Participation Certificates Senior debt obligations 3. Federal National Mortgage Association (FNMA or "Fannie Mae") Mortgage-backed securities and senior debt obligations 4. Student Loan Marketing Association (SLMA or "Sallie Mae") Senior debt obligations 5. Resolution Funding Corp. (REFCORP) obligations 6. Farm Credit System Consolidated systemwide bonds and notes

D. Money market funds registered under the Federal Investment Company Act of 1940, whose shares are

registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAm-G; AAA-m; or AA-m and, if rated by Moody's, rated Aaa, Aa1 or Aa2.

E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above. Such certificates

must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the bondholders must have a perfected first security interest in the collateral.

F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully

insured by FDIC, including BIF and SAIF. G. Commercial paper rated, at the time of purchase, "Prime - 1" by Moody's and "A-1" or better by S&P. H. Bonds or notes issued by any state or municipality which are rated by Moody's and S&P in one of the two

highest rating categories assigned by such agencies. I. Federal funds or bankers acceptances with a maximum term of one year of any bank which has an

unsecured, uninsured and unguaranteed obligation rating of "Prime - 1" or "A3" or better by Moody's and "A-1" or "A" or better by S&P.

"Bond Account" shall mean the account established pursuant to Section 7.02 of the Indenture. "Bondholder" or "holder" shall mean the Owner of any Bond. "Bonds" shall mean the $___________ Pryor Public Works Authority Capital Improvement Revenue Bonds, Series 2011, issued pursuant to the Indenture.

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"Business Day" means any day of the year other than a Saturday, a Sunday or any other day on which (i) banks in the States of New York and/or Oklahoma are required or authorized by law to remain closed, or (ii) the New York Stock Exchange is closed. "City" shall mean the City of Pryor Creek, Oklahoma. "Closing Date" shall mean the date the Bonds initially issued under the Indenture are delivered and payment therefor is received by the Authority. "Closing Documents" shall mean all documents required by the Indenture as a condition to the issuance of the Bonds pursuant to the Indenture. "Code" means the Internal Revenue Code of 1986, as amended from time to time. "Collateral" means all fees, revenues, income, contract rights, accounts receivable, business records of whatever character or description, now or hereafter constituting a part of, used in connection with, derived from or relating to the Trust Estate, and all substitutions, additions, accessions, exchanges, replacements or alterations thereof, including all proceeds from any of the foregoing. "Construction Fund" shall mean the special trust fund established pursuant to Section 6.01 of the Indenture. "Declaration of Trust" shall mean the Trust Indenture dated as of July 23, 1968, creating the Authority pursuant to Title 60, Oklahoma Statutes 2011, Sections 176 to 180.3, inclusive, the Oklahoma Trust Act and other applicable statutes of the State of Oklahoma, together with any supplements or amendments to any of the foregoing. "Default" or "Event of Default" means any event as specified in and defined by Section 9.02 hereof. "Fiscal Year" means the year commencing July 1, and ending the next ensuing June 30, or such other fiscal year established by the Authority for accounting purposes. "Government Obligations" shall mean: (1) U.S. Treasury Certificates, Notes and Bonds (including State and Local Government Series -- "SLGs"); (2) Direct obligations of the Treasury which have been stripped by the Treasury itself, CATS, TIGRS and

similar securities; (3) Resolution Funding Corp. (REFCORP) - Only the interest component of REFCORP strips which have been

stripped by request to the Federal Reserve Bank of New York in book entry form are acceptable; (4) Pre-refunded municipal bonds rated "Aaa" by Moody's and "AAA" by S&P. If however, the issue is only

rated by S&P (i.e., there is no Moody's rating), then the pre-refunded bonds must have been pre-refunded with cash, direct U.S. or U.S. guaranteed obligations, or AAA rated pre-refunded municipals to satisfy this condition;

(5) Obligations issued by the following agencies which are backed by the full faith and credit of the U.S.:

a. U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership b. Farmers Home Administration (FmHA) Certificates of beneficial ownership c. Federal Financing Bank

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d. General Services Administration Participation certificates e. U.S. Maritime Administration Guaranteed Title XI financing f. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and bonds.

"Indenture" shall mean collectively this Bond Indenture and any instrument supplementing or amending the Indenture. "Interest Payment Dates" means:

(a) each March 1 and September 1; and

(b) the final maturity date of the Bonds. PROVIDED, HOWEVER, that if any such date is not a Business Day, interest shall be paid on the next succeeding date which is a Business Day but such interest will accrue only through the day prior to the Interest Payment Date. The first Interest Payment Date will be March 1, 2012. "Moody's" means Moody's Investors Service, New York, New York. "Outstanding", when used with reference to the Bonds, shall mean the aggregate of all Bonds authorized and issued by the Authority and authenticated and delivered by the Trustee under the Indenture except:

(a) Bonds theretofore cancelled or surrendered to the Trustee for cancellation;

(b) Bonds deemed to have been paid pursuant to Article XIII of the Indenture; and

(c) Any Bonds or portions thereof which have matured or for which funds for full payment have been deposited with the Trustee.

"Owner" means the person or persons in whose name or names a Bond shall be registered on the books of the Authority kept for that purpose in accordance with the provisions of the Indenture. "Principal Office of Trustee" means the address specified in Section 15.07 hereof or such other address as may be designated in writing to the Authority. "Rebate Fund" shall mean the fund established pursuant to Section 7.04 of the Indenture. "Record Date" at any time shall mean the 15th day of the month preceding any Interest Payment Date. "Registrar" means the Trustee. "Revenue Account" shall mean the account established pursuant to Section 7.01 of the Indenture. "S&P" means Standard and Poor's Ratings Group, New York, New York. "Sales Tax Agreement" means the Sales Tax Agreement, dated as of December 1, 2011, between the City and the Authority, wherein the Authority has agreed to provide funds for the Project and the City has agreed to provide certain sales tax funds for the payment of debt service on the Bonds.

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“Sales Tax Revenue” means all monies or funds appropriated by the City and received by the Authority from (1) the one-half of one percent (.50%) sales tax levied and assessed pursuant to the City’s Ordinance No. 2011-1, adopted April 1, 2011, which was approved by the qualified electors of the City at an election held June 14, 2011, and (2) one-half of the one percent (1.0%) sales tax levied and assessed pursuant to the City’s Ordinance No. 76-1 adopted March 2, 1976, which was approved by the qualified electors of the City at an election held April 6, 1976. "Security Documents" shall mean any and all documents given to secure the Bonds, including the Indenture, the Sales Tax Agreement and any financing statements pertaining thereto. “Sinking Fund” means the special trust fund created by Section 7.03 of the Indenture. "State" means the State of Oklahoma. "Trust Estate" shall mean the property granted, assigned, mortgaged and pledged pursuant to Article II hereof. "Trustee" means RCB Bank, Claremore, Oklahoma, an Oklahoma banking corporation having corporate trust powers organized and existing under the laws of the State of Oklahoma, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor Trustee at the time serving as successor trustee hereunder. "Year" means any period of twelve (12) consecutive months. Creation of Funds and Accounts The Indenture establishes the following special trust funds and corresponding accounts.

(A) The Pryor Public Works Authority Gross Revenue Account (the "Revenue Account") shall be established and maintained by the Authority in a bank or banks located in the City of Pryor Creek, Oklahoma (or in such other bank or banks as the Authority from time to time shall designate). The Authority covenants that all Sales Tax Revenue will be deposited daily as received into the Revenue Account. Except as herein otherwise specifically provided, the Authority shall have sole authority to withdraw money from the Revenue Account. The Revenue Account is chargeable with the following payments, in the following order of priority:

(i) Payments into the Bond Account as therein required; (ii) Payment of the fees and expenses due the Trustee for its services as bond trustee under the Indenture; and (iii) 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.

(B) The Pryor Public Works Authority Bond Account (the "Bond Account") has been established in the Trustee as a special trust fund and shall be used as follows: Providing for the payments into the Sinking Fund of the Authority, provided for in Section 7.03 of 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

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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. The Authority shall make monthly deposits into the Bond Account in aggregate amount (less credits for interest as provided in Section 7.07 of the Indenture) of 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 and 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; provided, that during any semi-annual period, the aggregate of such monthly deposits made into the Bond Account (including credits for interest) shall not, in any event, be less than the amount required to be transferred from the Bond Account to the Sinking Fund of the Authority, at the close of such semi-annual period; and provided further that, if as of the 25th day of any month the aggregate of the amounts theretofore deposited in the Bond Account (from cash payments by the Authority and the aforesaid credits for interest) shall exceed the aggregate of the aforesaid minimum monthly payments for all of the monthly periods then elapsed, the Authority, at its option, may pay a lesser amount than the minimum herein specified for that monthly payment due on that date, but in no event shall any reduction in any such monthly payment be permitted to an extent which would result in there having been so deposited in the Bond Account an aggregate amount less than the total of the minimum monthly payments herein required for each aforesaid monthly period then elapsed. On or before each February 25 and August 25, beginning February 25, 2012, 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. 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 to the Sinking Fund or to any other fund provided in the Indenture which the Trustee deems proper. The “Pryor Public Works Authority Sinking Fund” (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, and (c) retiring Bonds before maturity, and (d) paying any money for which the Authority shall become obligated to the Trustee. 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. 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. There is established a Rebate Fund for the Bonds which shall be held by the Trustee for the sole purpose of rebating interest earned on funds and accounts established in the Indenture to the United States pursuant to Section 148 of the Code, as required thereby. Any amounts remaining in any fund or account after payment in full of the principal of and interest on the Bonds shall be used to pay outstanding Trustee's fees and expenses, and only after repayment of all such indebtedness shall any remaining amounts be paid to the Authority. Monies contained in the Construction Fund, the Revenue Account, the Bond Account and the Sinking Fund shall be invested and reinvested at the verbal request of an Authority Representative

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confirmed in writing by the Trustee. In all cases if such direction is not timely made, then the Trustee shall invest at its sole discretion. All such investments shall be in Authorized Investments that shall mature not later than the respective dates, as estimated by the Trustee upon recommendation by the Authority, when the monies in such Funds or Accounts shall be required for the purposes intended. Investment income derived from the Construction Fund shall remain in the Construction Fund until completion of the Project as certified to the Trustee by the Authority Representative. Investment income derived from the Revenue Account, the Bond Account and the Sinking Fund shall be deposited in the Sinking Fund. Monies in the various funds and accounts shall not be allowed to accumulate or be invested in a manner which would result in the loss of exemption from Federal income taxation of interest on the Bonds or in such manner which would result in the Bonds constituting "arbitrage bonds" within the meaning of Section 148 of the Code. To this end, the Authority shall proceed as expeditiously as possible with the completion of the Project.

Particular Covenants of the Authority The Authority will promptly pay the principal of and interest on the Bonds at the places, on the dates and in the manner provided in the Indenture and in said Bonds. The Authority shall keep, or cause to be kept, proper books of record and account. Not more than two hundred seventy (270) days after the close of each fiscal year, the Authority shall furnish the Trustee and to any requesting Bondholder a report which includes financial statements prepared by the Authority and audited by a firm of independent certified public accountants. The Authority shall faithfully and fully comply with and abide by every statute, order, rule or regulation now in force or hereafter enacted by any competent governmental agency or authority with respect to or affecting the Trust Estate. The Authority shall comply with the terms, covenants and provisions, express or implied, of all contracts by the Authority for the use of or affecting the Trust Estate or the business of the Authority. The Authority shall, whenever and so often as requested so to do by the Trustee, promptly execute and deliver or cause to be executed and delivered all such other and further instruments, documents or assurances, and to promptly do or cause to be done all such other and further things, as may be necessary or reasonably required in order to further and more fully vest in the Trustee and the holders of the Bonds all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them by the Indenture. The Trustee or any Owner of $100,000 in aggregate principal amount of the Bonds at the time Outstanding shall have the right at all reasonable times to inspect all records, accounts and data of the Authority relating to the Bonds. Events of Default Although not a complete listing of each incident comprising an Event of Default, the following constitute Events of Default under the Indenture:

(A) The interest on any Bond is not paid punctually when due; or (B) The principal of any Bond is not paid punctually when due, whether at the stated maturity thereof, or upon proceedings for redemption or prepayment thereof, or upon the maturity thereof by declaration; or (C) The Indenture is terminated or for any reason is declared invalid or unenforceable by or against the Authority (unless all covenants and obligations of the Indenture are assumed by the City); or

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(D) An order, judgment or decree shall be entered by any court of competent jurisdiction (i) appointing a receiver, trustee or liquidator for the Authority or the City, (ii) approving a petition filed against the Authority or the City under the Federal or any State bankruptcy laws, (iii) granting relief to the Authority or the City under said Federal or State bankruptcy laws or relief substantially similar to that afforded under said laws, or (iv) assuming the custody or control of the Authority or the City or its properties under the provisions of any other law for the relief or aid of debtors, and such order, judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of the entry thereof, or the Authority or the City shall file a petition in bankruptcy or make an assignment for the benefit of its creditors or consent to the appointment of a receiver of the whole or any substantial part of its properties or shall file a petition or answer seeking relief under the Federal or any State bankruptcy laws; or (E) Default by the Authority in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in the Indenture on the part of the Authority to be performed, and such default shall continue for ninety (90) days after written notice specifying such default and requiring the same to be remedied shall have been given to the Authority and the City by the Trustee, which may give such notice in its discretion and shall give such notice at the written request of the holders of not less than twenty-five percent (25%) in principal amount of the Bonds then Outstanding; or (F) If the Sales Tax Agreement shall be terminated or expires and is not renewed or for any reason be declared invalid or unenforceable by the Authority; or (G) If the Authority fails to keep the Trust Estate free and clear of all adverse claims and demands, and all liens and encumbrances whatsoever, except as otherwise permitted; or (H) If the Authority fails to make the deposits required under Section 7.01 of the Indenture when due, and such failure shall continue after five (5) days written notice from the Trustee to the Authority and the City.

The word "default" as used above and in the Indenture means failure of performance when due, exclusive of any period of grace required to correct any such failure. Remedies Upon the occurrence of an Event of Default, the Authority, the Trustee and the Bondholders shall have all the rights and remedies at law or equity as may be allowed by law or equity, in the Indenture including, but not limited to, suit for specific performance of any or all of the covenants of the Authority contained in the Indenture or the Bonds; acceleration of the payment of principal of and interest accrued on all Bonds; suits at law or equity to enforce or enjoin the action or inaction of parties under the provisions of the Indenture. Acceleration Upon the Trustee having actual knowledge of the occurrence of any Event of Default under the Indenture, the Trustee may, and upon the written request of the holders of not less than a majority in aggregate principal amount of Bonds then Outstanding, the Trustee shall, by notice in writing sent to the Authority and to the City, declare the principal of all Bonds then Outstanding (if not then due and payable) and the interest accrued thereon to be due and payable immediately, and, upon the date of said declaration, such principal and interest shall become and be immediately due and payable. Pursuant to such declaration, interest on the Bonds shall accrue to the date of such declaration. Promptly following any such declaration of acceleration, the Trustee shall mail notice of such declaration by first class mail to the Owner of each Bond at its last address appearing on the registration books of the Authority. Any defect in or failure to give such notice of such declaration shall not affect the validity of such declaration.

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Discontinuance of Proceedings In case any proceeding taken by the Trustee on account of any default shall have been discontinued or abandoned for any reason, then and in every such case the Authority, the Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Trustee shall continue as though no proceeding had been taken. Other Remedies Upon the occurrence of an Event of Default, the Trustee may, as an alternative, either after entry or without entry, pursue any available remedy by suit at law or equity to enforce the payment of the principal of and interest on the Bonds then Outstanding. Upon the occurrence of an Event of Default, the Trustee shall if requested by the holders of twenty-five percent (25%) in principal amount of the Bonds then Outstanding, and upon being furnished with reasonable security and indemnity, either in its own name or in the name of the Authority, compromise or discharge any liens, adverse claims and demands, liabilities and encumbrances; eliminate waste with regard to the Trust Estate; cause each statute, rule or regulation with respect to the Trust Estate to be complied with; enter an appearance in and defend against any or other proceeding and file and prosecute therein such cross petition or counter claim as the Trustee may deem proper; enforce the covenants and requirements of the Indenture; institute and prosecute all suits and actions as may be deemed necessary, expedient or advisable to allay or remove any adverse claim or other difficulty or obstacle with respect to the Trust Estate; and institute and maintain such suits and proceedings and to do or cause to be done any and all other and further things (without limitation by virtue of the express enumeration of the powers hereinabove) which the Trustee may deem proper or may be advised shall be necessary or expedient to prevent an impairment of the security under the Indenture by any acts which may be unlawful, or in violation of the Indenture, or for the protection of the Trust Estate and the security of the Bonds, all at the expense of the Authority. Remedies Not Exclusive No remedy by the terms of the Indenture conferred upon or reserved to the Trustee or the Bondholders is intended to be exclusive of any other remedy, but each and every remedy shall be cumulative and shall be in addition to every other remedy given under the Indenture or existing at law or in equity or by statute on or after the date of the date of execution and delivery of the Indenture. Individual Bondholder Action Restricted

(A) Except as otherwise provided in the Indenture, no holder of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of the Indenture or for the execution of any trust thereunder or for any remedy under the Indenture unless:

(1) An Event of Default has occurred as to which the Trustee has actual notice, or as to which the Trustee has been notified in writing; and (2) The Trustee shall have failed or refused to institute an action, suit or proceeding in its own name for a period of fifteen (15) days after receipt of the request and offer of indemnity.

(B) No one or more holders of Bonds shall have any right in any manner whatsoever to disturb or prejudice the security of the Indenture or to enforce any right thereunder except in the manner provided in the Indenture and then only for the equal benefit of the holders of all Outstanding Bonds. (C) Nothing contained in the Indenture shall be construed to affect or impair the right of the holder of any Bonds to receive payment of the principal of or interest on the Bonds, as the case may be, when due or to institute suit for payment past due.

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Waiver and Non-Waiver of Event of Default

1. No delay or omission of the Trustee or of any holder of Bonds to exercise any right or power accruing upon any Event of Default shall impair the right or power or shall be construed to be a waiver of an Event of Default or an acquiescence therein. Every power and remedy given to the Trustee, and to the Owners of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient. 2. The Trustee may, in its discretion, waive any Default under the Indenture and its consequences and rescind any declaration of acceleration of principal, and shall do so upon the written request of the Owners of more than two-thirds (2/3) in aggregate principal amount of all Outstanding Bonds; PROVIDED, HOWEVER, that there shall not be waived any Default in the payment of the principal of or interest on any Outstanding Bonds unless prior to such waiver or rescission, all delinquent principal and interest (other than principal of or interest on the Bonds which became due and payable by declaration of acceleration), and all expenses of the Trustee in connection with such Default shall have been paid or provided for. In case of any waiver or rescission described above, or in case any proceeding taken by the Trustee on account of any such Default shall have been discontinued or concluded or determined adversely, then and in every such case the Authority, the Trustee and the Owners of Bonds shall be restored to their former positions and rights under the Indenture, respectively, but no such wavier or rescission shall extend to any subsequent or other Default, or impair any rights consequent thereon.

Right of City to Cure Default With regard to any alleged Default concerning which notice is given to the Authority, the Authority has granted the City full authority for the account of the Authority to perform any covenant or obligation alleged in said notice to constitute a Default, in the name and stead of the Authority with full power to do any and all things and acts to the same extent that the Authority could do and perform any such things and acts and with powers of substitution, in which event the City shall be subrogated to any rights with respect to the Authority for performance of such covenant or obligation. Notice of Defaults

1. Within thirty (30) days after the receipt of notice of an Event of Default or the occurrence of an Event of Default of which the Trustee is deemed to have notice, the Trustee shall (unless the Event of Default has already been cured or the payment of the Bonds has already been accelerated) give written notice of the Event of Default by first class mail to each Owner of Bonds then Outstanding, PROVIDED, that, except in the case of a default in the payment of principal, redemption price or interest on any of the Bonds, the Trustee may withhold the notice if, in its sole judgment, it determines that the withholding of notice is in the best interests of the Bondholders. 2. The Trustee shall immediately notify, in writing, the Authority and the City of any Event of Default known to the Trustee.

Supplemental Bond Indentures The Trustee and the Authority may, from time to time and at any time without the consent of the holders of any of the Bonds, enter into indentures supplemental to the Indenture which, in the opinion of the Trustee, shall not be inconsistent with the terms and provisions of the Indenture for any of the purposes specifically authorized in the Indenture and in addition thereto for the following purposes:

(A) To cure any ambiguity or formal defect, inconsistency or omission in the Indenture or to clarify matters or questions arising thereunder; or (B) To add additional covenants and agreements of the Authority for the purpose of further securing the payment of the Bonds; or

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(C) To confirm as further assurance any pledge of additional revenues, monies, securities or funds; or (D) To provide for the creation of any additional funds or accounts as the Authority and the Trustee shall deem desirable for the further securing and assurance of all Bonds Outstanding or to provide for such additional funds or accounts as the Authority shall deem appropriate to enhance the management and efficiency of the Authority; or (E) To grant to or confer upon the Trustee for the benefit of the Bondholders, any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon them, the Trustee, or either of them; (F) To subject additional revenues, property or collateral to the lien of the Indenture; (G) To effect any changes necessary in order that the initial rating assigned to the Bonds by the rating agency or agencies rating the Bonds shall be the highest rating assigned by such rating agency or agencies; or Exclusive of supplemental indentures described above, the prior written consent of the Holders of not less than sixty percentum (60%) in aggregate principal amount of all then Outstanding Bonds shall be required prior to the execution of any supplement to the Indenture which is executed for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Indenture or in any supplemental indenture; PROVIDED, HOWEVER, that nothing contained herein shall permit, or be construed as permitting (a) an extension of the stated maturity or reduction in the principal amount of, or reduction in the rate (except as expressly provided in Article III of the Indenture) or extension of the time of payment of interest on, any Bond, without the consent of the Holder of such Bond, or (b) a reduction in the amount or extension of the time of any payment required to be deposited in any fund or account created under the Indenture, or any supplement thereto, without the consent of the Holders of all then Outstanding Bonds, or (c) the creation of any lien prior to or secured equally and ratably with the lien of the Indenture, without the consent of the Holders of all then Outstanding Bonds, or (d) a reduction in the aggregate principal amount of Bonds, the Holders of which are required to consent to any such supplemental indenture, without the consent of the Holders of all then Outstanding Bonds which would be affected by the action to be taken, or (e) a modification of the rights, duties or immunities of the Trustee without the written consent of the Trustee.

Defeasance If the Authority shall pay or cause to be paid or there shall otherwise be paid, to the Owners of any Bonds the principal or redemption price, if applicable, thereof and interest due or to become due thereon, at the times and in the manner stipulated therein and in the Indenture, then the assignment and pledge of the Trust Estate under the Indenture and all covenants, agreements and other obligations of the Authority to the holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee shall cause an accounting for such period or periods as shall be requested by the Authority and shall execute and deliver to the Authority all monies or securities held by them pursuant to the Indenture which are not required for the payment of principal or redemption price, if applicable, or of interest on Bonds not so paid or redeemed. If the Authority shall pay or cause to be paid, or there shall otherwise be paid to the Owners of any Bonds the principal or redemption price, if applicable, thereof and interest due or to become due thereon, at the times and in the manner stipulated therein and in the Indenture, such Bonds shall cease to be entitled to any lien, benefit or security under the Indenture and all covenants, agreements and obligations of the Authority to the holders of such Bonds shall thereupon cease, terminate and become void and be discharged and satisfied. Bonds or interest installments shall be deemed to have been paid within the meaning and within the effect expressed in the Indenture to the extent that Government Obligations, are pledged for the payment of the Bonds or interest installments at maturity and such Government Obligations are set aside and held in trust by the Trustee until such payment. All Outstanding Bonds and all interest on such Bonds shall, prior to the maturity thereof, be deemed to have been paid if (a) there shall be Government Obligations the principal of and interest on which when due will

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provide monies, which shall be sufficient to pay when due the principal of and interest due at the maturity thereof; and (b) in the event such Bonds are not by their terms subject to payment within the next succeeding sixty (60) days the Authority shall have given the Trustee in form satisfactory to it irrevocable instructions to give, as soon as practicable, notice of payment that the deposit required by (a) above has been made with the Trustee and that such Bonds and interest thereon are deemed to have been paid and stating such maturity upon which monies are to be available for the payment of the principal of such Bonds.

Appendix E

Form of Continuing Disclosure Agreement

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FORM OF CONTINUING DISCLOSURE AGREEMENT

THIS AGREEMENT, dated as of December 1, 2011, is made between the Authority and the Trustee, each as defined below in Section 1.

In order to permit the Underwriters to comply with the provisions of Rule 15c2-12 in connection with the public offering of the Bonds, the parties hereto, in consideration of the mutual covenants herein contained and other good and lawful consideration, hereby agree, for the sole and exclusive benefit of the Holders and, for the purposes of Section 5, beneficial owners of the Bonds, as follows:

Section 1. Definitions; Rules of Construction.

(i) Capitalized terms used but not defined herein shall have the respective meanings ascribed to them in the Bond Indenture.

“Annual Information” shall mean the information specified in Section 3.

“Authority” shall mean the Pryor Public Works Authority, a body corporate and politic, constituting an instrumentality of the State of Oklahoma and the issuer of the Bonds, and any successor thereto.

“Bond Indenture” shall mean the Bond Indenture dated as of December 1, 2011, between the Authority and the RCB Bank as trustee.

“Bonds” shall mean the Authority’s $___________ Capital Improvement Revenue Bonds, Series 2011 that from time to time remain outstanding within the meaning of the Bond Indenture.

“EMMA” shall mean the Electronic Municipal Market Access System of the MSRB.

“GAAP” shall mean generally accepted accounting principles as prescribed from time to time for governmental units in the United States by the Governmental Accounting Standards Board.

“GAAS” shall mean generally accepted auditing standards as in effect from time to time in the United States.

“Holder” or “Bondholder” shall mean a registered owner of any Bond or Bonds and, for purposes of Section 5 of this Agreement only, if registered in the name of DTC (or a nominee thereof) or in the name of any other entity (or a nominee thereof) that acts as a “clearing corporation” within the meaning of the New York Uniform Commercial Code and is a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934, as amended, any beneficial owner of Bonds.

“MSRB” shall mean the Municipal Securities Rulemaking Board established in accordance with the provisions of Section 15B(b)(1) of the Securities Exchange Act of 1934, or any successor thereto or to the functions of the MSRB contemplated by this Agreement.

“Rule 15c2-12” shall mean Rule 15c2-12 under the Securities Exchange Act of 1934, as amended through the date of this Agreement, including any official interpretations thereof promulgated on or prior to the effective date of this Agreement.

“SEC” means the United States Securities and Exchange Commission.

“Trustee” shall mean the RCB Bank, Claremore, Oklahoma, or any successor trustee under the Bond Indenture.

“Underwriters” shall mean the underwriter, underwriters or other purchasers that have contracted to purchase the Bonds from the Authority upon initial issuance.

(ii) Unless the context clearly indicates to the contrary, the following rules shall apply to the construction of this Agreement:

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(a) Words importing the singular number shall include the plural number and vice versa.

(b) Any reference herein to a particular Section or subsection without further reference to a particular document or provision of law or regulation is a reference to a Section or subsection of this Agreement.

(c) The captions and headings herein are solely for convenience of reference and shall not constitute a part of this Agreement nor shall they affect its meaning, construction or effect.

Section 2. Obligation to Provide Continuing Disclosure.

A. Obligations of the Authority

(i) The Authority hereby undertakes, for the benefit of Holders, to provide or cause to be provided:

(a) to EMMA, no later than 270 days after the end of each fiscal year, commencing with the fiscal year ending June 30, 2012, the Authority Annual Information (as more fully described in Section 3 below), relating to such fiscal year;

(b) if not submitted as part of the Authority Annual Information, to EMMA, not later than 270 days after the end of each fiscal year commencing with the fiscal year ending June 30, 2012, audited financial statements of the Authority for such fiscal year when and if they become available and, if such audited financial statements are not available on the date which is 270 days after the end of a fiscal year, the unaudited financial statements of the Authority for such fiscal year; and

(c) to EMMA, in a timely manner, notice of any of the following events with respect to the Bonds:

(1) principal and interest payment delinquencies;

(2) non-payment related defaults, if material;

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

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

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

(6) adverse tax opinions, the issuance by the IRS of a proposed or final determination of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds;

(7) modifications to the rights of Bondholders, if material;

(8) Bond calls, if material, and tender offers;

(9) defeasances;

(10) release, substitution, or sale of property securing repayment of the Bonds, if material;

(11) a rating change;

(12) bankruptcy, insolvency, receivership or similar event of the issuer as set forth in Rule 15c2-12;

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(13) consummation of a merger, consolidation, acquisition, or sale or all or substantially all of the assets of an obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such action or the termination of a definitive agreement relating to such actions, other than pursuant to its terms, if material; and

(14) appointment of a successor or additional trustee or the change of name of a trustee, if material.

(d) to EMMA, in a timely manner, notice of a failure to provide any Authority Annual Information required by clause A(i)(a) of this Section 2 or any financial statements required by clause A(i)(b) of this Section 2.

(ii) The Authority may from time to time designate an agent to act on its behalf in providing or filing notices, documents and information as required hereunder, and revoke or modify any such designation.

B. Obligations of the Trustee

The Trustee shall notify the Authority upon the occurrence of any of the events listed in Section 2(A)(i)(c) promptly upon becoming aware of the occurrence of any such event. The Trustee shall not be deemed to have become aware of the occurrence of any such event unless an officer in its corporate trust department becomes aware of the occurrence of any such event.

C. Nature of Disclosure Obligations; Additional Obligations

(i) Other Information. Nothing herein shall be deemed to prevent the Authority from disseminating any other information in addition to that required hereby in the manner set forth herein or in any other manner. If the Authority should disseminate any such additional information, the Authority shall not have any obligation hereunder to update such information or to include it in any future materials disseminated hereunder.

(ii) Disclaimer. Each of the Authority and the Trustee shall be obligated to perform only those duties expressly provided for such entity in this Agreement, and none of the foregoing shall be under any obligation to the Holders or other parties hereto to perform, or monitor the performance of, any duties of such other parties.

Section 3. Annual Information Filings.

A. Authority Annual Information

The required Authority Annual Information shall consist of the type of financial information and operating data described below and which is currently included in the Official Statement dated ______________, 2011 and relating to the Bonds under the heading “Historical Revenues”.

B. Incorporation by Reference

All or any portion of the Authority Annual Information may be incorporated therein by cross reference to any other documents which are (i) available to the public on the MSRB Internet website (currently, www.emma.msrb.org), or (ii) filed with the SEC.

C. General Categories of Information Provided

The requirements contained in this Agreement under Section 3 are intended to set forth a general description of the type of financial information and operating data to be provided; such descriptions are not intended to state more than general categories of financial information and operating data; and where the provisions of Section 3 call for information that no longer can be generated or is no longer relevant because the operations to which it related have been materially changed or discontinued, a statement to that effect shall be provided.

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D. Transmission of Information

Unless otherwise required by the MSRB, all notices, documents and information provided to the MSRB shall be provided to EMMA.

All notices, documents and information provided to the MSRB shall be provided in an electronic format as prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB.

Section 4. Financial Statements.

The Authority’s annual financial statements for each fiscal year shall be prepared in accordance with GAAP as in effect from time to time. Such financial statements shall be audited by an independent accounting firm.

All or any portion of the Authority’s audited or unaudited financial statements may be incorporated therein by specific reference to any other documents which have been filed with (i) the MSRB or (ii) the SEC.

Section 5. Remedies.

If any party hereto shall fail to comply with any provision of this Agreement, then the Trustee or any Holder may enforce, for the equal benefit and protection of all Holders similarly situated, by mandamus or other suit or proceeding at law or in equity, this Agreement against such party and any of its officers, agents and employees, and may compel such party or any of its officers, agents or employees to perform and carry out their duties under this Agreement; provided that the sole and exclusive remedy for breach of this Agreement shall be an action to compel specific performance of the obligations of such party hereunder and no person or entity shall be entitled to recover monetary damages hereunder under any circumstances, and, provided further, that any challenge to the adequacy of any information provided pursuant to Section 2 shall be brought only by the Trustee or the Holders of 25% in aggregate principal amount of the Bonds at the time outstanding which are affected thereby. Each of the Authority and the Trustee reserves the right, but shall not be obligated, to enforce the obligations of the other. Failure to comply with any provision of this Agreement shall not constitute a default under the Bond Indenture nor give right to the Trustee or any Holder to exercise any of the remedies under the Bond Indenture.

Section 6. Parties in Interest.

This Agreement is executed and delivered solely for the benefit of the Holders which, for the purposes of Section 5, includes those beneficial owners of Bonds specified in the definition of Holder set forth in Section 1. For the purposes of such Section 5, such beneficial owners of Bonds shall be third-party beneficiaries of this Agreement. No person other than those described in Section 5 shall have any right to enforce the provisions hereof or any other rights hereunder.

Section 7. Amendments.

Without the consent of any Holders (except to the extent expressly provided below), the Authority and the Trustee at any time and from time to time may enter into any amendments or changes to this Agreement for any of the following purposes:

(i) to comply with or conform to Rule 15c2-12 or any amendments thereto or authoritative interpretations thereof by the SEC or its staff (whether required or optional) which are applicable to the Agreement;

(ii) to add a dissemination agent for the information required to be provided hereby and to make any necessary or desirable provisions with respect thereto;

(iii) to evidence the succession of another person to the Authority and the assumption by any such successor of the covenants of the Authority hereunder;

(iv) to add to the covenants of the Authority for the benefit of the Holders, or to surrender any right or power herein conferred upon the Authority; or

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(v) for any other purpose as a result of a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the Authority, or type of business conducted; provided that (1) the Agreement, as amended, would have complied with the requirements of Rule 15c2-12 at the time of the offering of the Bonds, after taking into account any amendments or authoritative interpretations of Rule 15c2-12, as well as any change in circumstances, (2) the amendment or change either (a) does not materially impair the interests of Holders, as determined by bond counsel or (b) is approved by the vote or consent of Holders of a majority in outstanding principal amount of the Bonds affected thereby at or prior to the time of such amendment or change, and (3) the Trustee receives an opinion of bond counsel that such amendment is authorized or permitted by this Agreement.

The Authority Annual Information for any fiscal year containing any amended operating data or financial information for such fiscal year shall explain, in narrative form, the reasons for such amendment and the impact of the change on the type of operating data or financial information in the Authority Annual Information being provided for such fiscal year. If a change in accounting principles is included in the reasons for any such amendment, such Authority Annual Information, respectively, shall present a comparison between the financial statements or information prepared on the basis of the amended accounting principles and those prepared on the basis of the former accounting principles. Such comparison shall include a qualitative 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. To the extent reasonably feasible such comparison shall also be quantitative. A notice of any such change in accounting principles shall be sent to EMMA.

Section 8. Termination.

This Agreement shall remain in full force and effect until such time as all principal, redemption premiums, if any, and interest on the Bonds shall have been paid in full or legally defeased pursuant to the Bond Indenture (a “Legal Defeasance”); provided, however, that if Rule 15c2-12 (or successor provision) shall be amended, modified or changed so that all or any part of the information currently required to be provided thereunder shall no longer be required to be provided thereunder, then such information shall no longer be required to be provided hereunder; and provided, further, that if and to the extent Rule 15c2-12 (or successor provision), or any provision thereof, shall be declared by a court of competent and final jurisdiction to be, in whole or in part, invalid, unconstitutional, null and void, or otherwise inapplicable to the Bonds, then the information required to be provided hereunder, insofar as it was required to be provided by a provision of Rule 15c2-12 so declared, shall no longer be required to be provided hereunder. Upon any Legal Defeasance, the Authority shall provide notice of such defeasance to the MSRB. Such notice shall state whether the Bonds have been defeased to maturity or to redemption and the timing of such maturity or redemption. Upon any other termination pursuant to this Section 8, the Authority shall provide notice of such termination to the MSRB.

Section 9. The Trustee.

(i) Except as otherwise set forth herein, this Agreement shall not create any obligation or duty on the part of the Trustee.

(ii) The Authority shall indemnify and hold harmless the Trustee in connection with this Agreement, to the same extent provided in the Bond Indenture for matters arising thereunder.

Section 10. Governing Law.

This Agreement shall be governed by the laws of the State of Oklahoma determined without regard to principles of conflict of law.

Section 11. Counterparts.

This Agreement may be executed in one or more counterparts, each of which shall be an original, but which together shall constitute one and the same Agreement.

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