NEW ISSUE – BOOK ENTRY ONLY RATING: Standard & Poor’s: A- … · certificates evidencing their ownership interest in the Series 2010 Sales Tax Bonds so long as DTC or a successor

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

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

$9,430,000 WEATHERFORD PUBLIC WORKS AUTHORITY

(Weatherford, Oklahoma) Sales Tax Revenue Bonds (Weatherford Capital Improvement Projects), Series 2010

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

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

The proceeds received from the sale of the Series 2010 Sales Tax Bonds are to be used, along with other available monies, to (i) finance multiple capital improvement projects, (ii) fund a debt service reserve, and (iii) to pay certain costs of issuance related to the issuance of the Series 2010 Sales Tax Bonds.

The Authority is issuing the Series 2010 Sales Tax Bonds pursuant to the terms of a Bond Indenture dated as of June 1, 2010 (the “Indenture”), by and between the Authority and the Trustee which provides for the issuance and security of the Series 2010 Sales Tax Bonds. The Series 2010 Sales Tax Bonds are special and limited obligations of the Authority, payable solely from a gross pledge of one cent sales tax revenues, (the “Sales Tax Revenues”), transferred to the Authority by the City of Weatherford (the "City"), and (ii) all funds and accounts established by the Indenture, including the income derived from the investment thereof, if any.

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

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

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

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

Official Statement dated June 23, 2010.

$9,430,000

WEATHERFORD PUBLIC WORKS AUTHORITY (Weatherford, Oklahoma)

Sales Tax Revenue Bonds (Weatherford Capital Improvement Projects), Series 2010

MATURITY SCHEDULE

Maturity Date

Principal Amount

Coupon

Yield

CUSIP Base 947088

12/01/2011 $ 605,000 3.00% 1.15% AA8 12/01/2012 675,000 3.00 1.50 AB6 12/01/2013 745,000 3.00 2.00 AC4 12/01/2014 820,000 2.15 2.25 AD2 12/01/2015 890,000 2.50 2.61 AE0 12/01/2016 965,000 3.00 3.00 AF7 12/01/2017 1,050,000 3.15 3.25 AG5 12/01/2018 1,145,000 3.35 3.49 AH3 12/01/2019 1,250,000 3.55 3.69 AJ9 12/01/2020 1,285,000 3.70 3.80 AK6

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

(i)

TABLE OF CONTENTS

Page Page Introduction ....................................................................... 1 The Series 2010 Sales Tax Bonds ..................................... 1

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

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

General Information..................................................... 6 City of Weatherford Population................................... 7 Major Employers 2010 ................................................ 7 Weatherford Retail Sales 10 Year History................... 8

The Weatherford Public Works Authority ........................ 8 Wastewater Treatment Plant ........................................ 8 Sanitary Sewer Collection System............................... 8 Garbage and Trash Collection...................................... 9 Water Treatment Plant and Distribution ...................... 9 Historical Water and Sewer Connections..................... 9

Sales Tax Revenues and Coverage.................................. 10 Weatherford Sales Tax 10 Year History .................... 10 Projected Revenues and Coverage ............................. 10

Risks of Bondholders ...................................................... 10 Secondary Market ...................................................... 11

Tax Exemption ................................................................ 11 Certain Federal Tax Information ..................................... 11

General....................................................................... 11 Tax Treatment of Original Issue Discount ................. 12 Tax Treatment of Original Issue Premium................. 12 Qualified Tax-Exempt Obligations ............................ 12 Changes in Federal Tax Law...................................... 13 Alternative Minimum Tax.......................................... 13

Financial Statements........................................................ 13 Legal Matters................................................................... 13 No Litigation ................................................................... 13 Underwriting ................................................................... 13 Rating .............................................................................. 14 Financial Advisor ............................................................ 14 Continuing Disclosure ..................................................... 14 Miscellaneous.................................................................. 14 Certification as to Official Statement .............................. 15

APPENDIX A - Debt Service Schedule

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

APPENDIX C - Form of Opinion of Bond Counsel

APPENDIX D - Summaries of Documents

APPENDIX E - Form of Continuing Disclosure Agreement

(ii)

WEATHERFORD PUBLIC WORKS AUTHORITY

Trustees

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

Joe Merchant, Trustee Tony Davenport, Secretary

CITY OF WEATHERFORD, OKLAHOMA

Mayor and City Council

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

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

Mark Tate, Ward III Council Member

Administration

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

David Duncan, City Attorney

TRUSTEE

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

DEPOSITORY BANK

First National Bank and Trust Company of Weatherford Weatherford, Oklahoma

AUTHORITY’S COUNSEL BOND COUNSEL

Duncan & Dirickson J. Brent Clark, P.C. Weatherford, Oklahoma Oklahoma City, Oklahoma

FINANCIAL ADVISOR UNDERWRITERS

BOSC, Inc. Wells Nelson & Associates, LLC A subsidiary of BOK Financial Corp. Oklahoma City, Oklahoma Oklahoma City, Oklahoma The Baker Group, Inc. Oklahoma City, Oklahoma

(iii)

SUMMARY STATEMENT

The information contained on these pages is introductory only and is subject in all respects to the complete information in the Official Statement, including the Appendices attached hereto. ISSUER: The Weatherford Public Works Authority (the “Authority”). DESCRIPTION: $9,430,000 Sales Tax Revenue Bonds (Weatherford Capital Improvement

Projects), Series 2010. AUTHORITY: The bonds are being issued pursuant to the terms of a Bond Indenture dated

as of June 1, 2010 (the “Indenture”). USE OF PROCEEDS: The proceeds received from the sale of the Series 2010 Sales Tax Bonds are to

be used, along with other available monies, to (i) finance multiple capital improvement projects, (ii) fund a debt service reserve, and (iii) pay certain costs related to the issuance of the Series 2010 Sales Tax Bonds.

SECURITY: The Bonds are secured by a gross pledge of one cent sales tax revenues, (the

“Sales Tax Revenues”), collected by the City of Weatherford, State of Oklahoma, (the "City") pursuant to a proposition approved by the electorate on December 13, 1988, and the Sales Tax Agreement (the “Sales Tax Agreement”) pledging the Sales Tax Revenues, wherein the City has agreed to pay over the Sales Tax Revenues to the Authority. The bonds are also secured by a Debt Service Reserve Fund.

INTEREST PAYMENTS: Interest on the Series 2010 Sales Tax Bonds will be payable beginning December 1,

2010, and semi-annually on each June 1 and December 1 thereafter. FORM: The Series 2010 Sales Tax Bonds are issued in fully registered form, without

interest coupons. DENOMINATIONS: $5,000 or any multiple thereof, not to exceed $100,000. TAX MATTERS: The Series 2010 Sales Tax Bonds have been designated by the Authority as

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

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

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OFFICIAL STATEMENT



INTRODUCTION

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

The Bonds are secured by a gross pledge of one cent sales tax revenues, (the “Sales Tax Revenues”), collected by the City of Weatherford, State of Oklahoma, (the "City") pursuant to a proposition approved by the electorate on December 13, 1988, and the Sales Tax Agreement (the “Sales Tax Agreement”) pledging the Sales Tax Revenues, wherein the City has agreed to pay over the Sales Tax Revenues to the Authority. The bonds are also secured by a Debt Service Reserve Fund. Reference is made to Appendix D of this Official Statement entitled “Summaries of Documents” for a more complete description of the Sales Tax Agreement.

The Series 2010 Sales Tax Bonds are being issued to provide funds which will be used, along with other available monies, to (i) finance multiple capital improvement projects, (ii) fund a debt service reserve, and (iii) to pay certain costs of issuance related to the issuance of the Series 2010 Sales Tax Bonds.

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

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

THE SERIES 2010 SALES TAX BONDS

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

The Series 2010 Sales Tax Bonds will be dated as of the date of their delivery and will bear interest from that date. Principal is payable on December 1on the dates shown on the inside cover hereof, beginning December 1,

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2011. Interest on the Series 2010 Sales Tax Bonds shall be payable semiannually on June 1 and December 1 of each year, commencing December 1, 2010, until the principal amount of the Series 2010 Sales Tax Bonds is paid.

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

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

Book-Entry-Only System

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

DTC will act as securities depository for the Series 2010 Sales Tax Bonds. The Series 2010 Sales Tax Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Series 2010 Bond certificate will be issued for each maturity of the Series 2010 Sales Tax Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC at the office of the Trustee on behalf of DTC utilizing the DTC FAST system of registration.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org.

Purchases of Series 2010 Sales Tax Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2010 Sales Tax Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2010 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the

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transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2010 Sales Tax Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2010 Sales Tax Bonds, except in the event that use of the book-entry-only system for the Series 2010 Sales Tax Bonds is discontinued.

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

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

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

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

Redemption proceeds, distributions and dividend payments on the Series 2010 Sales Tax Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority or the Trustee on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC (nor its nominee), the Trustee or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions and dividend payments on the Series 2010 Sales Tax Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the Series 2010 Sales Tax Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2010 Bond certificates are required to be printed and delivered.

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

The Authority, Bond Counsel, the Trustee and the Underwriters cannot and do not give any assurances that the DTC Participants will distribute to the Beneficial Owners of the Series 2010 Sales Tax Bonds: (i) payments of principal of or interest on the Series 2010 Sales Tax Bonds; (ii) certificates representing an ownership interest or other confirmation of Beneficial Ownership interests in the Series 2010 Sales Tax Bonds; or (iii) redemption or

4

other notices sent to DTC or its nominee, as the Registered Owners of the Series 2010 Sales Tax Bonds; or that they will do so on a timely basis or that DTC or its participants will serve and act in the manner described in this Official Statement. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

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

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

Redemption Provisions

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

Optional Redemption. The Series 2010 Sales Tax Bonds are not subject to optional redemption.

Special Optional Redemption. The Series 2010 Sales Tax Bonds are subject to redemption at the option of the Authority, in whole or in part, at any time, if such redemption is made from (a) insurance proceeds; (b) expropriation awards; (c) the proceeds of the sale of all or part of the Projects; or (d) payments received from the Authority pursuant to an Event of Default as defined in the Bond Indenture. In the event that such redemption is made, such redemption shall be made at the principal amount redeemed and the interest accrued thereon to the redemption date.

Extraordinary Optional Redemption. At the option of and upon the giving of notice by the Authority of its intention to prepay amounts due under the Indenture, the Series 2010 Sales Tax Bonds are subject to redemption prior to maturity in whole at any time at a redemption price equal to 100% of the principal amount thereof, if any one or more of the following events shall have occurred, as evidenced in each case by the filing of a certificate of an authorized representative of the Authority.

(1) The Facilities shall have been damaged or destroyed to such extent that (a) the Facilities cannot be reasonably restored within a period of twelve months to the condition thereof immediately preceding such damage or destruction, or (b) the Authority is thereby prevented from carrying on its normal operation of the Facilities for a period of twelve months from the date of such damage or destruction.

(2) Title to or the temporary use of all or substantially all of the Facilities shall have been taken or condemned by a competent authority which taking or condemnation results or is likely to result in the Authority being thereby prevented from carrying on its normal operation of the Facilities for a period of twelve months.

(3) As a result of changes in the Constitution of the United States of America or of the State of Oklahoma or as a result of legislative or executive action of the State or any political subdivision thereof or by final decree or judgment of any court of competent jurisdiction after the contest thereof by the City or the Authority in good faith, wherein, (i) the Indenture or Sales Tax Agreement becomes void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties, or (ii) unreasonable burdens or excessive liabilities are

5

imposed upon the Authority by reason of the operation of the Facilities, or (iii) the interest on the Series 2010 Sales Tax Bonds shall become includable in the gross income of the holders thereof for federal income tax purposes.

Notice of Redemption. In the event any of the Series 2010 Sales Tax Bonds or portions thereof (which shall be $5,000 or an integral multiple thereof) are called for redemption as aforesaid, notice thereof identifying the 2010 Sales Tax Bonds or portions thereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first class mail (postage prepaid) not less than 30 days prior to the date fixed for redemption to the registered owner of each Series 2010 Sales Tax Bond to be redeemed in whole or in part at the address shown on the registration books. All Series 2010 Sales Tax 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 Being Redeemed. In the event of any redemption of less than all Outstanding Bonds, any maturity or maturities and amounts within maturities to be redeemed shall be selected by the Trustee at the direction of the Authority. If less than all of the Series 2010 Sales Tax Bonds of the same maturity are to be redeemed, the Trustee shall select the Series 2010 Sales Tax Bonds to be redeemed by lot in such manner as the Trustee may determine. In making such selection, the Trustee shall treat each Series 2010 Sales Tax Bond as representing that number of Series 2010 Sales Tax Bonds of the lowest authorized denomination as is obtained by dividing the principal amount of such Series 2010 Sales Tax Bonds by such denomination.

Additional Bonds

Additional Bonds may be issued by the Authority and secured thereunder on a parity with the Series 2010 Sales Tax Bonds, as provided in the Indenture. See Appendix D - “BOND INDENTURE SUMMARY” for a more complete discussion.

PURPOSE OF THE BOND ISSUE

The proceeds received from the sale of the Series 2010 Sales Tax Bonds are to be used, along with other available monies, to (i) finance multiple capital improvement projects, (ii) fund a debt service reserve, and (iii) to pay certain costs of issuance related to the issuance of the Series 2010 Sales Tax Bonds.

SECURITY FOR THE BONDS

The Series 2010 Sales Tax Bonds will be secured by a gross pledge of one cent sales tax revenues, (the “Sales Tax Revenues”), collected by the City of Weatherford, State of Oklahoma, (the "City") pursuant to a proposition approved by the electorate on December 13, 1988, and the Sales Tax Agreement (the “Sales Tax Agreement”) pledging the Sales Tax Revenues, wherein the City has agreed to pay over the Sales Tax Revenues to the Authority. The bonds are also secured by a Debt Service Reserve Fund.

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

THE PLAN OF FINANCING

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

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A portion of the proceeds of the Series 2010 Sales Tax Bonds will be utilized to make a deposit in the Debt Service Reserve Fund in an amount equal to the Debt Service Reserve Fund Requirement for the Series 2010 Sales Tax Bonds, pay the costs of issuing the Series 2010 Sales Tax Bonds and other items as set out on the Closing Order.

SOURCES AND USES OF FUNDS

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

Sources

Par Amount of Bonds $ 9,430,000.00 Less Original Issue Discount (51,768.75) Plus Original Issue Premium 64,163.90 Total Sources of Funds $ 9,442,395.15

Uses

Deposit to Project Fund $ 8,286,555.63 Deposit to Debt Service Reserve Fund 944,239.52 Underwriter’s Discount 70,725.00 Costs of Issuance* 140,875.00 Total Uses of Funds $ 9,442,395.15

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

fees, printing cost, etc.

THE CITY OF WEATHERFORD

General Information

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

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

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

Weatherford Public Schools provides public education services to the city of Weatherford as well as surrounding rural areas in southeastern Custer and northeastern Washita counties. The district operates three elementary schools, one middle school, and one high school. Weatherford Public Schools ranks in the top 15 schools academically in the state of Oklahoma.

Weatherford is home to Southwestern Oklahoma State University (“SWOSU”), a regional university with over 5,000 students. SWOSU is Weatherford’s largest employer and provides activities for the community year round. SWOSU was established by an act of the Oklahoma Territorial Legislature in 1901 as the Southwestern Normal School. Due to the efforts of far-sighted community leaders, the Southwestern Normal School was located

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in Weatherford. In 1903, classes began in vacant buildings on Weatherford’s Main Street. The first Normal School building was erected and occupied in early 1904. Over the years, major changes in the Normal School’s name and purpose occurred, with its scope being greatly expanded. In 1974 the Oklahoma State Legislature changed the name of the institution to Southwestern Oklahoma State University. Today, students at SWOSU may complete associate, bachelor's, master's, and Doctor of Pharmacy degrees while attending either traditional on-campus classes at the main campus in Weatherford or SWOSU’s branch campus in Sayre, or while participating in distance learning opportunities provided through state-of-the-art technology.

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

City of Weatherford Population

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

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

Major Employers 2010

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

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Weatherford Retail Sales 10 Year History

Year

Taxable Retail Sales

Amount

Increase Or (Decrease)

2010* $165,479,632 2.31% 2009 161,743,831 (2.26%) 2008 165,482,393 8.28% 2007 152,832,649 7.53% 2006 142,134,009 5.58% 2005 134,617,003 4.95% 2004 128,264,310 5.92% 2003 121,100,520 3.98% 2002 116,469,926 (0.88%) 2001 117,501,539 5.59% 2000 111,289,932 3.68% Total Growth 2000-2010 48.69%

* Estimated based on 1st Quarter 2010 actual. Source: City of Weatherford.

THE WEATHERFORD PUBLIC WORKS AUTHORITY

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

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

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

Wastewater Treatment Plant

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

Sanitary Sewer Collection System

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

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Garbage and Trash Collection

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

Water Treatment Plant and Distribution

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

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

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

Historical Water and Sewer Connections

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

Fiscal Year

Water Connections % Change

Sewer Connections % Change

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

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SALES TAX REVENUES AND COVERAGE

Weatherford Sales Tax 10 Year History

The historical revenues generated by the levy of a sales tax in the City have been as follows:

Tax Year Ending June 30,

Percentage Collected

Total Revenues(1)

Percentage Increase

2009 4.00 $6,715,286 5.06 2008 4.00 6,391,728 9.65 2007 4.00 5,828,950 5.52 2006 4.00 5,524,139 3.87(3) 2005 3.00,4.00(2) 4,209,997 7.15(3) 2004 3.00 3,722,053 6.96 2003 3.00 3,479,844 -0.85 2002 3.00 3,509,535 1.21 2001 3.00 3,467,411 4.77 2000 3.00 3,309,673 --

(1) Source: Oklahoma Tax Commission. (2) Tax rate was 3.00% for 10 months, then 4.00% for 2 months. (3) Adjusted for 2005 rate increase.

Projected Revenues and Coverage

Fiscal Year Ending December 31, 2010 2011 2012 2013

One Cent Sales Tax Revenue* $1,678,822 $1,678,822 $1,678,822 $1,678,822 Debt Service on 2010 Sales Tax Bonds $ 122,869 $ 897,933 $ 949,783 $ 999,533 Debt Coverage 13.66x 1.87x 1.77x 1.68x * Sales Tax Revenue for years 2010 through 2013 are projections based on zero percent increase

from 2009.

RISKS OF BONDHOLDERS

The Series 2010 Sales Tax Bonds are limited and special obligations of the Authority payable solely from monies derived from the pledged 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, since 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 Revenues 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 Revenues shall be automatically renewed on July 1 of each year unless the City takes affirmative action to eliminate such pledge or the voters of the City rescind the right to levy and collect such tax at an election held for such purpose. Title 68 Oklahoma Statutes, 2001, Section 2701C provides that the sales tax may not be repealed by the voters so long as the Series 2010 Sales Tax Bonds are outstanding. That law has not been tested in the Courts of Oklahoma and the outcome of such a test case would be a matter of conjecture. The Attorney General of Oklahoma has held in an Official Opinion that those provisions of the Statute are unconstitutional. 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 Series 2010 Sales Tax Bonds. The right of the City to levy and collect the Sales Tax Revenues is provided in the statutes of the State of Oklahoma. The legislature may have the ability to rescind the

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right of the City to levy and collect the Sales Tax Revenues. If the Authority should not receive the Sales Tax Revenues 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 Series 2010 Sales Tax Bonds.

The amount of Sales Tax Revenues depend 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 Revenues levied and collected in any period will be sufficient to fund debt service on the Series 2010 Sales Tax 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 Series 2010 Sales Tax Bonds. Consequently, prospective bond purchasers should be prepared to hold their Series 2010 Sales Tax Bonds to maturity or prior redemption. Subject to applicable securities laws and prevailing market conditions the Underwriters intend, but are not obligated to, make a market in the Series 2010 Sales Tax Bonds.

TAX EXEMPTION

The Internal Revenue Code of 1986, as amended (the “Code”), establishes certain requirements that must be met subsequent to the issuance and delivery of the Series 2010 Sales Tax Bonds in order that interest on the Series 2010 Sales Tax Bonds be and remain excludable from gross income for Federal income tax purposes under Section 103 of the Code. The Arbitrage and Use of Proceeds Certificate of the Authority (the “Arbitrage Certificate”) which will be delivered concurrently with the delivery of the Series 2010 Sales Tax Bonds will contain provisions and procedures relating to compliance with the requirements of the Code. The Authority, in executing its Arbitrage Certificate, will certify to the effect that it will comply with the provisions and procedures set forth therein and it will do and perform all acts and things necessary or desirable to assure that interest paid on the Series 2010 Sales Tax 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 Series 2010 Sales Tax Bonds retroactive to the date of issuance of the Series 2010 Sales Tax Bonds, regardless of when such noncompliance occurs.

Assuming that the Authority complies with the provisions and procedures set forth in the Arbitrage Certificate, in the opinion of J. Brent Clark, P.C., Bond Counsel, under existing statutes and court decisions, interest on the Series 2010 Sales Tax 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 Series 2010 Sales Tax 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

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

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

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

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

Tax Treatment of Original Issue Premium

The Series 2010 Sales Tax 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

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interest is paid on obligations which are designated "qualified tax-exempt obligations" under Section 265 of the Code. The Series 2010 Sales Tax Bonds are "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 Series 2010 Sales Tax Bonds, and thus on the economic value of the Series 2010 Sales Tax Bonds. This could result from reductions in federal income tax rates, changes in the structure of the federal income tax rates, changes in the structure of the federal income tax or its replacement with another type of tax, repeal of the exclusion of the interest on the Series 2010 Sales Tax Bonds from gross income for such purposes, or otherwise. It is not possible to predict whether any legislation having an adverse impact on the tax treatment of holders of the Series 2010 Sales Tax Bonds may be proposed or enacted.

Alternative Minimum Tax

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

FINANCIAL STATEMENTS

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

LEGAL MATTERS

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

NO LITIGATION

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

UNDERWRITING

The Series 2010 Sales Tax Bonds are to be purchased by Wells Nelson & Associates LLC and The Baker Group, Inc. (the “Underwriters”) pursuant to a Bond Purchase Agreement with the Authority (the “Bond Purchase Agreement”). The Underwriters have agreed to purchase the Series 2010 Sales Tax Bonds at a price of $9,371,670.15 (representing the principal amount thereof less Underwriter’s Discount of $70,725.00 plus Original Issue Premium in the amount of $64,163.90 less Original Issue Discount in the amount of $51,768.75). The Bond

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Purchase Agreement provides that the Underwriters will not be obligated to purchase any Series 2010 Sales Tax Bonds if all Series 2010 Sales Tax Bonds are not available for purchase and requires the Authority to indemnify the Underwriters against losses, claims, damages and liabilities rising out of any incorrect or incomplete statements or information contained in this Official Statement pertaining to the Authority and certain other matters. The initial public offering price set forth on the cover page hereof may be changed by the Authority. The Underwriters may offer and sell the Series 2010 Sales Tax Bonds to certain dealers (including dealers depositing Series 2010 Sales Tax Bonds into investment trusts) and others at prices lower than the public offering prices stated on the Cover Page hereof. The initial public offering prices may be changed from time to time by the Underwriters.

RATING

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

FINANCIAL ADVISOR

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

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

CONTINUING DISCLOSURE

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

MISCELLANEOUS

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

Any statements in this Official Statement and Appendices hereto involving estimates or assumptions, whether or not expressly so stated, are intended as such and no representation whatsoever is made that such estimates or assumptions are correct or will be realized. So far as any statements are made in this Official Statement and Appendices attached hereto involving matters of opinion, whether or not expressly so stated, they are intended as such and not as representations of fact. Neither this Official Statement, nor any statement that may have been made orally or in writing, is to be construed as a contract with the purchasers or holders of any of the Series 2010 Sales Tax 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

15

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

CERTIFICATION AS TO OFFICIAL STATEMENT

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

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

This Official Statement has been approved by the Authority.

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

By: /s/ Tony Davenport Secretary

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Appendix A

Debt Service Schedule


A-1

DEBT SERVICE SCHEDULE



Fiscal Year Ending December 31,

Principal

Interest

Total Debt Service

2010 -- $ 122,868.91 $ 122,868.91 2011 $ 605,000.00 292,932.50 897,932.50 2012 675,000.00 274,782.50 949,782.50 2013 745,000.00 254,532.50 999,532.50 2014 820,000.00 232,182.50 1,052,182.50 2015 890,000.00 214,552.50 1,104,552.50 2016 965,000.00 192,302.50 1,157,302.50 2017 1,050,000.00 163,352.50 1,213,352.50 2018 1,145,000.00 130,277.50 1,275,277.50 2019 1,250,000.00 91,920.00 1,341,920.00 2020 $1,285,000.00 47,545.00 1,332,545.00 Total $9,430,000.00 $2,017,248.91 $11,447,248.91


Appendix B

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



m018d14

Stamp


Appendix C

Form of Opinion of Bond Counsel


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(J. Brent Clark, P.C. Letterhead)

June ____, 2010 Weatherford Public Works Authority Weatherford, Oklahoma Bank of Oklahoma, N.A. Oklahoma City, Oklahoma Re: $9,430,000 Weatherford Public Works Authority Sales Tax Revenue Bonds (Weatherford Capital Improvement Projects), Series 2010 (the “Bonds”) Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by the Weatherford Public Works Authority (herein referred to as "Authority") of the above-captioned Bonds. As such counsel, we have participated in the preparation or review of certain documents, including the Bond Indenture dated as of June 1, 2010, by and between the Authority and Bank of Oklahoma, N.A., Oklahoma City, Oklahoma, (herein referred to as "Trustee"), (the "Indenture"); and the Sales Tax Agreement dated as of June 1, 2010, by and between the Authority and the City (herein the "Sales Tax Agreement"). The Bonds are issued in registered form and shall mature and bear interest as provided for therein. Interest on the Bonds will be payable on the first day of June and December of each year beginning December 1, 2010, and principal of the Bonds shall be payable on the 1st day of April of the years, and in the amounts, as set forth in the Indenture. Principal and interest on the Bonds shall be payable at the principal corporate trust office of the Trustee in Oklahoma City, Oklahoma. The Bonds are subject to prepayment prior to maturity as set forth therein. 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 Bonds in order that the interest, as it accrues on the Bonds be and remain treated as interest which is not includable in gross income under Section 103 of the Code. These requirements include provisions which prescribe yield and other limits relative to the investment and expenditure of the proceeds of the Bonds and other amounts and require that certain earnings be rebated to the federal government. The Authority agrees to comply with certain provisions and procedures, pursuant to which such requirements can be satisfied. Noncompliance with such requirements may cause interest on the Bonds to become includable in gross income for federal income tax purposes retroactive to the date of issuance thereof, irrespective of the date on which such noncompliance is ascertained. We have also examined Bond No. 1 aforedescribed, as executed. We are of the opinion that (i) the Indenture creates the valid pledge which it purports to create of the Trust Estate (as such term is defined in the Indenture) held or set aside under the Indenture, subject to the application thereof to the purposes and on the conditions permitted by the Indenture and (ii) the Bonds are valid, binding, special limited obligations of the Authority as provided in the Indenture enforceable in accordance with their terms and such Bonds have been duly and validly authorized and issued in accordance with law and in accordance with the Indenture. Furthermore, with respect to the Bonds, we are of the opinion that, assuming compliance with certain requirements of the Code, interest on such Bonds will be excludable from gross income of the payees thereof in the

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computation of federal income taxes under present law and interpretations thereof and such interest will not be an item of tax preference for tax purposes of the federal alternative minimum tax applicable to all taxpayers. It is our further opinion, based upon present law, and depending upon the state of residence of the registered owners of the Bonds, that interest on the Bonds is exempt from income taxation by the State of Oklahoma. We express no opinion regarding other state tax consequences arising with respect to the Bonds. The foregoing opinions are qualified only to the extent that the rights of the holders of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally heretofore or hereafter enacted and that their enforcement may also be subject to the exercise of judicial discretion in appropriate cases. The Authority and the City have designated the Series 2010 Bonds as “qualified tax-exempt obligations” under the Internal Revenue Code and has made the representations and covenants, which we have not independently verified, necessary to qualify the Series 2010 Bonds as “qualified tax-exempt obligations”. Based on such representations and covenants, it is our opinion that the Bonds are “qualified tax-exempt obligations” under I.R.C. Section 265(b). As Bond Counsel, we express no opinion as to other tax consequences regarding the Bonds. The Bonds shall not be registered under the Securities Act of 1933, as amended. We express no opinion herein as to compliance with state or federal securities laws and regulations applicable to disposition of rights under the Indenture and the payments to any investor. We are furnishing this letter to you solely for the benefit of the addressee hereof in connection with the issuance and sale of the Bonds of even date herewith and we undertake no responsibility for updating such opinions in the event that any change in the law or facts upon which the opinions are based occurs after the date hereof. This letter shall not be used, circulated, quoted, distributed or otherwise referred to for any other purpose. The opinions contained herein are expressions of professional judgment regarding the legal matters addressed herein and not a guarantee of result. Very truly yours,

Appendix D

Summaries of Documents


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APPENDIX D SUMMARIES OF DOCUMENTS

BOND INDENTURE SUMMARY

WHEREAS, the Weatherford Public Works Authority was created by a Declaration of Trust dated July 24, 1967, (the "Trust Indenture") for the furtherance of public purposes and the benefit of the City of Weatherford, Oklahoma, pursuant to the provisions of Title 60, Oklahoma Statutes 2001, Section 176 et seq., as amended (the "Public Trust Act"), Title 60, Oklahoma Statutes 2001, Section 175.1 et seq., as amended (the "Oklahoma Trust Act") and other applicable statutes and laws of the State of Oklahoma; and WHEREAS, the Authority desires to provide funds for the acquisition, construction and equipping multiple capital improvement projects, (the "Projects"); to fund a debt service reserve; to pay certain costs of issuance and has therefore resolved to issue its Sales Tax Revenue Bonds, (Weatherford Capital Improvement Projects) Series 2010 in the principal amount of $9,430,000 (the “Bonds”); and WHEREAS, the Bonds are special limited obligations of the Authority, payable solely from a gross pledge of one cent sales tax revenues, (the “Sales Tax Revenues”), collected by the City of Weatherford, State of Oklahoma, (the "City") pursuant to a proposition approved by the electorate on December 13, 1988, and the Sales Tax Agreement (the “Sales Tax Agreement”) pledging the Sales Tax Revenues, wherein the City has agreed to pay over the Sales Tax Revenues to the Authority; and WHEREAS, all things necessary to make this Indenture a valid Bond Indenture to secure the payment of said Bonds, have been performed, and the execution of this Indenture has in all respects been authorized; NOW, THEREFORE, THIS INDENTURE WITNESSETH: The Authority, in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Bonds by the owners thereof, and for other good and valuable consideration, receipt of which is hereby acknowledged, in order to secure the payment of the principal of and interest on the Bonds according to their tenor and effect and to secure the performance and observance by the Authority of all the covenants expressed or implied herein and in the Bonds, does hereby irrevocably pledge and assign unto the Trustee, and its successors in trust and assigns forever, all and singular the property hereinafter described (the "Trust Estate"): GRANTING CLAUSE FIRST All right, title and interest of the Authority in and to: A. The Gross Revenues as defined herein; B. The Sales Tax Agreement and all revenues derived therefrom; C. All renewals, improvements and replacements thereof or substitutions therefor; and D. All proceeds and products thereof. GRANTING CLAUSE SECOND All other property of the Authority of every kind and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and for additional security hereunder, by the Authority or by anyone on its behalf or with its written consent, to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof;

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TO HAVE AND TO HOLD all and singular the Trust Estate, including all additional property which by the terms hereof has or may become subject to the lien of this Bond Indenture, unto the Trustee, its successors in trust and assigns, forever; IN TRUST, NEVERTHELESS, upon the terms and trusts herein set forth for the equal and proportionate benefit and security of all present and future owners of the Bonds without preference of any Bond over any other, and for enforcement of the payment of the Bonds in accordance with their terms, and all other sums payable hereunder or on the Bonds and for the performance of and compliance with the obligations, covenants and conditions of this Indenture, as if all the Bonds at any time Outstanding had been authenticated, executed and delivered simultaneously with the execution and delivery of this Indenture, all as herein set forth; PROVIDED, HOWEVER, that if the Authority, its successors or assigns shall well and truly pay, or cause to be paid, the principal of and interest on the Bonds due or to become due thereon, at the times, and in the manner mentioned in such Bonds according to the true intent and meaning thereof, and shall cause the payments to be made under the provisions of this Indenture, or shall provide, as permitted hereby, for the payment thereof by depositing with the Trustee the entire amount due or to become due thereon, and shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and observed by it, and shall pay or cause to be paid to the Trustee and any paying agent all sums of money due or to become due in accordance with the terms and provisions hereof, then upon such final payments this Indenture and the rights hereby granted shall cease, determine and be void, otherwise this Indenture to be and remain in full force and effect. THIS INDENTURE FURTHER WITNESSETH, and it is expressly declared, that all the Bonds issued and secured hereunder are to be issued, authenticated and delivered, and all said property, rights and interest hereby given, granted, bargained, alienated, remised, released, conveyed, transferred, assigned, confirmed, set over and pledged are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as hereinafter express, and the Authority has agreed and covenanted, and does hereby agree and covenant, with the Trustee and with the respective registered owners, from time to time, of the Bonds as follows: Bonds Authorized. The Bonds authorized by this Indenture are issued to provide funds to finance the design, to construct, improve, furnish and equip the Projects; to fund a Debt Service Reserve; and to pay the costs and expenses of, and incidental to, the issuance and sale of such Bonds. Bonds and Amount Authorized. There is hereby authorized the issuance, registration, authentication and delivery of "Weatherford Public Works Authority Sales Tax Revenue Bonds (Weatherford Capital Improvement Projects), Series 2010" in the aggregate principal amount of Nine Million Four Hundred Thirty Thousand Dollars ($9,430,000) (the “Bonds”). The Bonds shall be dated June 1, 2010, and shall be in the form, bear interest at the rates and shall mature as hereinafter in this Indenture provided. Execution; Limited Obligation. The Bonds shall be executed on behalf of the Authority with the manual or facsimile signature of the Chairman or Vice-Chairman of the Authority, attested by the manual or facsimile signature of the Secretary of the Authority and shall have affixed or facsimile thereon the official seal of the Authority. The Trustee shall register the Bonds in his office and shall execute the Certificate of the Trustee on the Bonds to that effect by manual signature. In case any officer of the Authority whose manual or facsimile signature shall appear on the Bonds shall cease to be such officer before the delivery of such Bonds, such signature or the facsimile signature thereof shall nevertheless be valid and sufficient for all purposes, as if such officer had remained in office until delivery. The Authority may adopt and use for that purpose the manual or facsimile signature of any person or persons who shall have been the Chairman or Vice Chairman or Secretary at any time on or after the date borne by the Bonds, notwithstanding that such person may not have been such Chairman or Vice Chairman or Secretary at the date of any such Bond or may have ceased to be such Chairman or Vice Chairman or Secretary at the time when any such Bond shall be authenticated and delivered. THE BONDS DO NOT CONSTITUTE AN OBLIGATION OR DEBT OF THE STATE OF OKLAHOMA, THE CITY OF WEATHERFORD, OKLAHOMA, OR ANY MUNICIPALITY, COUNTY, POLITICAL SUBDIVISION, GOVERNMENTAL UNIT OR AGENCY OF THE STATE OF OKLAHOMA, OR PERSONAL OBLIGATIONS OF THE TRUSTEES OF THE AUTHORITY OR GENERAL OBLIGATIONS OF

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THE AUTHORITY, BUT IS A LIMITED OBLIGATION OF THE AUTHORITY PAYABLE SOLELY FROM THE GROSS REVENUES DERIVED BY THE AUTHORITY FROM THE COLLECTION OF A ONE CENT SALES TAX COLLECTED WITHIN THE CITY OF WEATHERFORD PURSUANT TO THE SALES TAX AGREEMENT. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF OKLAHOMA, OR ANY COUNTY, MUNICIPALITY, POLITICAL SUBDIVISION OR GOVERNMENTAL UNIT OR AGENCY THEREOF, IS OR SHALL BE PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE AUTHORITY HAS NO TAXING POWER. Form of Bonds. The Bonds issued under this Indenture shall be substantially in the applicable form set forth in Exhibit A attached hereto with such variations, omissions and insertions as are permitted or required by this Indenture. Maturity Schedule. The interest on the Bonds shall be payable semiannually on June 1 and December 1 of each year, commencing on December 1, 2010 until the principal amount of the Bonds is paid. Interest on such Bonds shall be computed on the basis of a 360-day year of twelve 30-day months. The Bonds shall bear interest and shall mature in the following amounts on the following dates: Conditions on Issuance. Notwithstanding any other provision of this Indenture appearing to be to the contrary, the Bonds authorized by this Article shall not be authenticated or registered by the Trustee, or be delivered to any person, until the following conditions have been received by or met to the satisfaction of the Trustee. (1) Indenture. An original or certified copy of this Indenture authorizing the issuance of the Bonds; (2) Counsel's Opinion. A Counsel's Opinion to the Authority to the effect the Authority has the right and power under the Act as amended to the date of such Opinion to finance the Projects, to adopt such Indenture, that such Indenture has been duly and lawfully adopted by the Authority, is in full force and effect and is valid and binding upon the Authority and enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to the enforcement of creditors rights generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity and the terms of this Indenture, as supplemented, and the Act as amended to the date of such Opinion, and the Bonds have been duly and validly authorized, issued and authenticated in accordance with applicable law and this Indenture; (3) Assurances. Assurances shall have been delivered to the Trustee certifying to the following: (a) The principal amount of the Bonds authorized to be issued and delivered, to whom

delivery is to be made, and the amount of money to be paid to the Trustee as the purchase price of the Bonds;

(b) The authenticity and fact of proper execution by the Authority of the Bonds as provided

in this Indenture; (c) The Authority is in full possession of the Trust Estate described in this Indenture; (d) The non-existence of litigation or controversy, pending or threatened, affecting the existence

of the Authority or the powers of its board of trustees, or affecting the validity or enforceability of the Bonds authorized by this Indenture or any proceedings whatsoever related to the issuance of the Bonds authorized by this Indenture or affecting the title to the Trust Estate described in this Indenture, or the funds provided for the payment of the principal of and interest on indebtedness authorized by this Indenture to be incurred;

(e) Payments of costs of issuance due and payable from the proceeds of the Bonds, to whom

each payment is to be made by the Trustee, the amount of each such payment and the purpose thereof; (f) The authorization of the Chairman or Vice Chairman of the Authority to execute such

Certificate.

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(4) Market Legal Opinions. There shall have been delivered to the Trustee the legal opinion of J. Brent Clark, P.C., Oklahoma City, Oklahoma, in customary form; (5) Receipt of Purchase Price. The Trustee shall have received the entire amount of the purchase price of the Bonds as specified in the Certificate prescribed by Section 2.06(3) above; (6) Additional Documents. Such additional documents, certificates and Counsel's Opinion as may be required by the Authority to effect the issuance and sale of the Bonds. Terms of Bonds. The Bonds shall be issued in the denomination of $5,000 or any multiple of $5,000. Bonds issued upon exchanges and transfers of other Bonds shall be dated so that no gain or loss of interest shall result from such exchange or transfer. Each Bond shall bear interest from the date thereof. The Bonds shall be numbered from R-1 upwards in chronological order as issued. Interest on Bonds shall be paid by the Trustee by check or draft mailed to the registered owner at his address as it appears on the books of registry kept pursuant to the provisions of Section 2.10 hereof, and Bonds shall be paid as to principal by the Trustee by presentation and surrender thereof to the Trustee at its corporate trust office by the registered owner. The principal of, premium, if any, and interest on the Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. Execution of Bonds. (a) The Bonds shall be signed on behalf of the Authority by the manual or facsimile signature of its Chairman or Vice Chairman and attested by the manual or facsimile signature of its Secretary or an Assistant Secretary, and its seal shall be thereunto affixed by its Secretary or an Assistant Secretary, which may be by a facsimile of the Authority's seal which is imprinted upon the Bonds. The Bonds shall then be delivered to the Trustee for authentication by it. In case any officer who shall have signed or attested any of the Bonds shall cease to be such officer before the Bonds so signed or attested shall have been authenticated or delivered by the Trustee or issued by the Authority, such Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issuance, shall be binding upon the Authority as though such person who signed or attested the same had continued to be such officer of the Authority. Also, any Bond may be signed or attested on behalf of the Authority by any person who on the actual date of the execution of such Bond shall be the proper officer of the Authority, although on the nominal date of such Bond any such person shall not have been such officer of the Authority. (b) Only such of the Bonds as shall bear thereon a certificate of authentication, executed by the Trustee shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate shall be conclusive evidence that the Bonds so authenticated have been duly authenticated and delivered under, and are entitled to the benefits of, this Indenture and the Holder thereof is entitled to the benefits of the Indenture. DTC Eligible. The Bonds are "DTC" (Depository Trust Company) eligible. Book-Entry System; Termination. The Bonds are initially issuable only to Cede & Co., the nominee of DTC pursuant to the Book Entry Only System described in the DTC Letter of Representations of the Authority (herein the "Representation Letter"). No physical delivery of the Bonds will be made to the purchasers. (a) The Trustee shall comply with the terms of the Authority's Representation Letter. References herein to Bondholders or registered Owners of Bonds shall mean the registered Owner as set forth in the Representation Letter, and shall not mean the beneficial Owners of the Bonds. However, the book-entry system through DTC may be terminated upon the happening of any of the following: (i) DTC or the Authority advises the Trustee that DTC is no longer willing or able to

properly discharge its responsibilities under the Representation Letter and the Trustee or the Authority is unable to locate a qualified successor clearing agency satisfactory to the Trustee and the Authority;

(ii) The Authority, in its sole discretion, but with the consent of the Trustee, elects to

terminate the book-entry system by notice to DTC and the Trustee; or

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(iii) After the occurrence of an Event of Default (at which time the Trustee promptly shall notify DTC of such Event of Default), the beneficial Owners of a majority in aggregate principal amount of the Bonds advise the Trustee in writing, through DTC, that the continuation of a book-entry system through DTC, to the exclusion of any definitive Bond certificates being issued to any person other than DTC or its nominee is no longer in the best interest of the beneficial Owners.

(b) Upon the occurrence of any event described in subsection (a) above, the Trustee shall notify DTC of the occurrence of such event and of the availability of definitive Bond certificates to beneficial Owners requesting the same, in an aggregate outstanding amount representing the interest of each Owner, making such adjustments and allowances as it may find necessary or appropriate as to accrued interest. Definitive Bond certificates shall be issued only upon surrender to the Trustee of the Bond by DTC, accompanied by registration instructions from DTC for the definitive Bond certificates. Neither the Authority nor the Trustee shall be liable for any delay in delivery of such instructions and conclusively may rely on, and shall be protected in relying on, such instructions. Upon issuance of definitive Bond certificates, the Representation Letter shall no longer be in force and effect, and the Trustee shall perform its obligations as required hereunder that were performed by DTC. Notices to DTC. Whenever notice or other communication to the Bondholders is required by the Trustee under this Indenture, unless and until definitive Bond certificates shall have been issued with respect to the Bonds, the Trustee shall give all such notices and communications specified herein or required by this Indenture to be given to Owners of Bonds to DTC. REDEMPTION OF BONDS Redemption of the Bonds. The Bonds are subject to redemption prior to the stated maturities thereof, and shall be redeemable, upon notice as provided in this Article, at such times, and upon such terms as may be specified in such Bonds and in this Indenture. Optional Redemption. The Series 2010 Sales Tax Bonds are not subject to optional redemption.

Special Optional Redemption. The Bonds are subject to redemption at the option of the Authority, in

whole or in part, at any time, if such redemption is made from (a) insurance proceeds; (b) expropriation awards; (c) the proceeds of the sale of all or part of the Projects; or (d) payments received from the Authority pursuant to an Event of Default as defined in the Bond Indenture. In the event that such redemption is made, such redemption shall be made at the principal amount redeemed and the interest accrued thereon to the redemption date.

Extraordinary Optional Redemption. At the option of and upon the giving of notice by the Authority of

its intention to prepay amounts due under the Indenture, the Bonds are subject to redemption prior to maturity in whole at any time at a redemption price equal to 100% of the principal amount thereof, if any one or more of the following events shall have occurred, as evidenced in each case by the filing of a certificate of an authorized representative of the Authority. (1) The Facilities shall have been damaged or destroyed to such extent that (a) the Facilities cannot be reasonably restored within a period of twelve months to the condition thereof immediately preceding such damage or destruction, or (b) the Authority is thereby prevented from carrying on its normal operation of the Facilities for a period of twelve months from the date of such damage or destruction. (2) Title to or the temporary use of all or substantially all of the Facilities shall have been taken or condemned by a competent authority which taking or condemnation results or is likely to result in the Authority being thereby prevented from carrying on its normal operation of the Facilities for a period of twelve months. (3) As a result of changes in the Constitution of the United States of America or of the State of Oklahoma or as a result of legislative or executive action of the State or any political subdivision thereof or by final decree or judgment of any court of competent jurisdiction after the contest thereof by the City or the Authority in good faith, wherein, (i) the Indenture or Sales Tax Agreement becomes void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties, or (ii) unreasonable burdens or excessive liabilities are

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imposed upon the Authority by reason of the operation of the Facilities, or (iii) the interest on the Bonds shall become includable in the gross income of the holders thereof for federal income tax purposes.

Notice of Redemption. In the event any of the Bonds or portions thereof (which shall be $5,000 or an integral multiple thereof) are called for redemption as aforesaid, notice thereof identifying the Bonds or portions thereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first class mail (postage prepaid) not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed in whole or in part at the address shown on the registration books. 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 Being Redeemed. In the event of any redemption of less than all Outstanding 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 Bonds of the same maturity are to be redeemed, the Trustee shall select the Bonds to be redeemed by lot in such manner as the Trustee may determine. In making such selection, the Trustee shall treat each Bond as representing that number of Bonds of the lowest authorized denomination as is obtained by dividing the principal amount of such Bonds by such denomination. ESTABLISHMENT OF FUNDS AND APPLICATION THEREOF Establishment of Funds. The Authority hereby establishes and creates the following funds and accounts, which funds and accounts shall be special trust funds held by the Trustee: (1) Revenue Fund. (2) Bond Fund which shall consist of a Principal Account and an Interest Account. (3) Project Fund. (4) Debt Service Reserve Fund.

(5) Rebate Fund. Revenue Fund. There is hereby established and created a Revenue Fund. All Sales Tax Revenues payable to the Authority from the City shall be collected by the City and deposited, on behalf of the Authority, in the Depository Bank, pursuant to a Depository Agreement. Subsequently, transfers shall be made by the Depository Bank into a Revenue Fund created pursuant to the terms of this Indenture and held by the Trustee in amounts necessary to fund the following: :

FIRST: Commencing on or before July 25, 2010, a deposit to the Bond Fund in an amount equal to 1/6 of the interest payable on the next ensuing interest payment date and 1/12 of the principal payable on the next ensuing principal payment date.

SECOND: To the Debt Service Reserve Fund, the sum necessary to cause the amount therein to equal the Debt Service Reserve Fund Requirement, which is an amount equal to the lesser of (i) 10% of the proceeds of the Series 2010 Sales Tax Bonds, (ii) the maximum annual principal and interest requirements on the Series 2010 Sales Tax Bonds, or (iii) 125% of the average annual principal and interest on the Series 2010 Sales Tax Bonds.

THIRD: To the Trustee an amount necessary to pay 1/12 of the amount of the annual trustee fee and other

expenses of the Trustee. FOURTH: To make deposits, if needed, into the Rebate Fund such amount necessary to be paid to the

United States Treasury.

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Bond Fund. There is hereby established and created a Bond Fund, and within such Fund two subaccounts shall be established: (1) A Principal Account (2) An Interest Account The Trustee shall, out of any monies transferred each month from the Revenue Fund make payments into the following funds, as received, in the following order of priority: (i) into the Interest Account, an amount equal to one-sixth of the interest due on December 1, 2010, and thereafter, an amount equal to one-sixth (or such other amount as provided in Section 4.02 herein) of the interest due on such June 1 and December 1 next succeeding and thereafter, less the credit balance, if any, of the Interest Account on such date of payment, and (ii) into the Principal Account, an amount equal to one-twelfth (or such other amount as provided in Section 4.02 herein) of the principal maturing on such June 1 next succeeding, less the credit balance, if any, of the Bonds so maturing or being redeemed on such date. Payments from the Principal and Interest Accounts of the Bond Fund (1) Prior to each Interest Payment Date, the Trustee shall withdraw from the Interest Account of the Bond Fund an amount equal to the interest due on the Bonds on such Interest Payment Date, and apply the same to the payment of said interest due. (2) Prior to each date on which any principal amount of the Bonds is to mature or, alternatively, are to be redeemed, the Trustee shall withdraw from the Principal Account of the Bond Fund an amount equal to the amount of Bonds so maturing or being redeemed, as applicable, and apply the same to the payment of such maturing principal or redemption price of Bonds being redeemed, as applicable. Purchase of Bonds on Open Market. At any time, either before or after any Bonds may be called for prior redemption, the Authority may direct the Trustee to purchase one or more Bonds on the open market, out of any money in the Principal Account in excess of the aggregate amount then required to be on deposit in the Principal Account under the provisions of this Article IV, and, in that event, if the Trustee can so purchase any such Bond or Bonds at a price not exceeding the amount for which any Bond issued under this Indenture next shall be callable for prior redemption (but not including more interest than the next semi-annual interest thereon), it shall so purchase the same. In the event that any Bond shall be redeemed prior to maturity, or purchased by the Authority prior to maturity thereof, upon cancellation thereof, the amount of interest expressed in such Bond which would have been payable on each Interest Payment Date following cancellation to the date of maturity expressed in such Bond shall be deemed to have been deposited in the Interest Account on the fifteenth (15th) day of the month prior to such Bond Payment Date and the amount of principal of such Bond shall be deemed to have been so deposited in the Principal Account and transferred on the fifteenth (15th) day of the month prior to the expressed maturity date thereof. Unclaimed Monies. Any amounts remaining in any fund or account after full payment of the Bonds, all Trustee's fees and expenses and all other amounts required to be paid under the Indenture, shall be paid to the Authority. In the event any Bonds shall not be presented for payment when the principal thereof becomes due, either at maturity, the date fixed for redemption thereof, or otherwise, if funds sufficient for the payment thereof shall have been deposited in the Bond Fund or otherwise made available to the Trustee for deposit therein, all liability of the Authority to the Owner or Owners thereof for the payment of such Bonds shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such funds in a separate trust account for the benefit of the Owner or Owners of such Bonds, who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his, her or their part under this Indenture or on, or with respect to said Bond, except that the Trustee shall keep the funds invested and said investment earnings shall be available. If any Bond shall not be presented for payment within the period of five years following the date when such Bond becomes

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due, whether by maturity or otherwise, the Trustee shall return to the Authority the funds theretofore held by it for payment of such Bond and such Bond shall, subject to the defense of any applicable statute of limitation, thereafter be an unsecured obligation of the Authority. Establishment of Project Fund. There is hereby established and created a Project Fund, which shall receive the proceeds of the Bonds. The costs and expenses of and incidental to the issuance and sale of the Bonds shall be paid to the persons entitled thereto, in the respective amounts as certified to the Trustee by the Authority in accordance with the provisions of Section 5.01 of this Indenture, and thereafter to pay Project costs as defined herein. Debt Service Reserve Fund. There is hereby established and created a Debt Service Reserve Fund, which shall receive a deposit from Bond proceeds in an amount of $944,239.52, which is an amount equal to the Debt Service Reserve Fund Requirement. Monies deposited in the Debt Service Reserve Fund shall be used and withdrawn by the Trustee for the purpose of paying the last maturing principal of the Bonds, whether at maturity or by redemption of the Bonds; provided however, that whenever and to the extent that monies in the Bond Fund are insufficient for the purpose of paying principal of and interest on the Bonds, whether or not a the redemption date therefor, monies on deposit in the Debt Service Reserve Fund shall be withdrawn by the Trustee and used for such purposes. All interest income and other earnings from the investment of amounts on deposit in the Debt Service Reserve Fund shall, except to the extent required to comply with applicable arbitrage requirements described herein, be deposited into the Debt Service Reserve Fund until the amount on deposit therein shall equal the Debt Service Reserve Fund Requirement for the Bonds, and thereafter interest income shall be deposited into the Interest Account of the Bond Fund; provided, that if any time thereafter monies on hand in the Debt Service Reserve Fund are less than the Debt Service Reserve Fund Requirement for the Bonds, income and other earnings derived from the investment of amounts on deposit in the Debt Service Reserve Fund shall be deposited therein until such time as there are again on deposit in the Debt Service Reserve Fund monies equal to the Debt Service Reserve Fund Requirement for the Bonds, thereafter to be deposited into the Interest Account of the Bond Fund as before. Investment of Funds. (a) Monies held in the Interest Account and the Principal Account of the Bond Fund and the Project Fund shall be invested and reinvested by the Trustee to the fullest extent practicable only in Authorized Investments which mature not later than such times as shall be necessary to provide monies when needed for payments to be made from the Interest Account and Principal Account of the Bond Fund. Provided, however, that the Trustee shall make such investments only in accordance with written instructions received from the Authority; and in the event timely instructions as to investment are not received, then the Trustee shall proceed with investment of such Interest Account or Principal Account of the Bond Fund. Interest earned on investments in the Interest Account and the Principal Account shall be credited to the account wherein earned and utilized to reduce the next payment due. (b) Monies held in the Revenue Fund may be invested and reinvested in Authorized Investments at the written direction of the Authority which mature not later than such times as shall be necessary to provide sufficient monies when needed for payments to be made from such fund, and in any case, monies in the Revenue Fund sufficient to meet the periodic transfers to the Bond Fund shall be available for timely transfer, and, in the event that timely instructions are not received, then the Trustee shall proceed with investment of such Revenue Fund. Interest earned on investments in the Revenue Fund shall be transferred to the Interest Account of the Bond Fund as received. (c) Monies held in the Project Fund shall be invested and reinvested in Authorized Investments at the direction of the Authority and, in the event that timely instructions are not received, then the Trustee shall proceed with investment of such Fund. Interest earned on investments in the Project Fund shall be credited to the Project Fund as received and utilized in accordance with Section 5.01. (d) Monies held in the Debt Service Reserve Fund shall be invested and reinvested in Authorized Investments at the direction of the Authority and, in the event that timely instructions are not received, then the

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Trustee shall proceed with investment of such Fund. Interest earned on investments in the Bond Fund Reserve shall be transferred to the Interest Account of the Bond Fund as received. (e) Any monies held as a part of any fund established hereunder shall be invested or reinvested by the Trustee in accordance with the terms hereunder. All earnings on such investments will be applied in such a manner as to meet the terms hereunder and to meet the applicable arbitrage requirements of Section 148 of the Internal Revenue Code, as amended, and the applicable regulations and rulings thereunder. Rebate Fund. There is hereby established and created a Rebate Fund, which fund is to be held in trust by the Trustee for the benefit of the United States and shall not be subject to the lien of the Bondholders. The Rebate Fund shall be used to receive monies and to distribute same in accordance with the No Arbitrage Certificate and its Accounting Memorandum.

EVENTS OF DEFAULT AND REMEMDIES OF BONDHOLDERS Events of Default; Acceleration of Maturities; Remedies. (a) If one or more of the following events (herein called and defined as "Events of Default") shall happen: (1) Failure to keep the Trust Estate free and clear of all adverse claims and demands and all

liens and encumbrances whatsoever on said Trust Estate; or (2) Failure to keep said Projects in proper repair, or commit or allow waste thereon or with

respect thereto; or (3) Failure to comply with any statutes, rules or regulations with respect to or affecting the

Trust Estate and operation of the Authority; or (4) Failure to procure and provide the insurance required by this Indenture; or (5) Failure to make when due the payment of principal or interest and/or applicable

redemption premium on the Bonds; or (6) Failure to observe any other covenant of this Indenture. (b) Should any judicial or other proceedings at any time be instituted against the Authority or the Trustee, or either of them, or the Holder of any Bond, involving any part or portion of the Trust Estate or Gross Revenues and income therefrom, or involving the validity of this Bond Indenture; or (c) Should the Trustee encounter any adverse claims or other difficulties or obstacles in endeavoring to secure for itself or themselves or the beneficiaries hereunder, the benefit of all rights, powers, priorities and privileges vested in and conferred upon the Trustee by this Bond Indenture; In the event of the occurrence of any one or more above described Events of Default, then, in those circumstances, at its sole option and discretion (after first giving the Authority one hundred twenty (120) days written notice to comply therewith and failure of the Authority to so comply within said one hundred twenty (120) day period), either in its own name or in the name of the Authority, the Trustee may exercise any legal remedy it may have in law or in equity, including, but not limited to any one or more of the following: (d) acceleration of maturities; compromise or discharge any such liens, adverse claims and demands, claim or liability, and encumbrances; make any such repairs; eliminate any such waste; cause each such statute, rule or regulation to be complied with; procure and provide any such insurance; enter an appearance in and defend against any such judicial or other proceedings and file and prosecute therein such cross-petition or counterclaim as to the Trustee may deem proper; institute and prosecute all such suits and actions as may be deemed necessary, expedient or advisable to allay and remove any such adverse claim or other difficulty or obstacle, and (without limitation by

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virtue of the express enumeration of powers hereinabove) as it may deem proper for the protection of the Trust Estate and the Bonds, all at the Authority's expense. Upon the occurrence of any Event of Default described in Section 9.01(a) hereof, the Trustee may, and upon the written request of the holders of not less than a majority in aggregate principal amount of the Bonds then outstanding shall, by notice in writing delivered to the Authority, declare the principal of all Bonds then outstanding and the interest accrued thereon including any other indebtedness, obligations and sums secured by this Indenture, including attorney's fees, immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. Appointment of Temporary Trustee; Receivers. On the happening of an Event of Default as defined herein, or upon a default as specified herein, then, and in every such case, the Trustee or the Holders of at least 51% of the Bonds Outstanding hereunder may appoint a receiver or temporary trustee or trustees for the Trust Estate. Every appointment shall be in writing and shall specify the default or defaults existing under the terms of this Indenture whereby the power of appointment thereby granted is invoked, shall designate the name and person or persons to be such receiver or temporary trustee or trustees and, upon compliance with the provisions hereof, if such appointment is by the Trustee, and upon compliance with this Indenture, if such appointment is by the holders of at least 51% of the Bonds then Outstanding thereunder, the trustee so supplanted shall ipso facto cease to have any power or authority under this Indenture. Any receiver, temporary trustee or trustees, who shall have been appointed by the Trustee under the terms of this Indenture may be supplanted by a receiver, temporary trustee or trustees appointed by the holders of at least 51% of the Bonds then Outstanding under this Indenture. The receiver, temporary trustee or trustees shall receive a reasonable fee for his or their services in any amount fixed by the Trustee, which may be changed by holders of at least 51% of the Bonds then Outstanding, to be paid from the Gross Revenues of the Trust Estate. In the event of any vacancy in the office or position of any receiver, temporary trustee or trustees, the permanent trustee so supplanted shall not be entitled to act as trustee under this Indenture by reason whereof, but such vacancy shall continue to exist until some person be appointed as temporary trustee under the terms of this Indenture. The written appointment of any receiver, temporary trustee or trustees hereunder shall be sent by registered mail to the City Clerk of the Beneficiary, the City of Weatherford, Oklahoma. In the event of the appointment of a receiver, temporary trustee or trustees hereunder, either to supplant a permanent trustee or to supplant a temporary trustee appointment by the Trustee made by the holders of at least 51% of the Bonds then Outstanding hereunder, a copy of such appointment or appointments shall be sent by registered mail to the Trustee, as well as to the City Clerk. Upon the curing of the default or defaults pursuant to which any receiver, temporary trustee or trustees shall have been appointed under the terms of this Indenture, and if there shall not be then any default under the provisions of this Indenture, the permanent trustees of the Authority or the governing body of the City may give written notice to the Trustee of the curing of said default or defaults and of the non-existence of any other defaults hereunder; and upon the delivery of said notice to the Trustee hereunder, and its acquiescence therein, the receiver, temporary trustee or trustees appointed hereunder shall ipso facto cease to have any power or authority under this Bond Indenture and the permanent trustees of the Authority shall be reinstated as trustees under this Bond Indenture with all rights and powers to the same except as though a receiver or temporary trustee or trustees had not been appointed. Waiver of Appraisement, Etc. Upon the occurrence of an Event of Default, to the extent that such rights may then lawfully be waived, neither the Authority, nor anyone claiming through or under the Authority, shall set up, claim, or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws now or hereafter in force, in order to prevent or hinder the enforcement of this Indenture or the exercise by the Trustee of any of its rights under this Indenture with respect to the Trust Estate.

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Insufficiency in Revenue Fund and other Funds of the Authority; Application of Monies. Anything in this Indenture to the contrary notwithstanding, if at any time the monies in the Revenue Fund and all other funds and assets of the Trust Estate received and held in regard to the Bonds (including any unspent monies in the Project Fund) shall not be sufficient to pay the interest on or principal of the Bonds as the same shall become due and payable (either by their terms or by acceleration), such monies, together with any monies when available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows: A. Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such monies shall be applied: (1) To the payment to the persons entitled thereto of all installments of interest then due and

payable in the order in which such installments became due and payable; (2) To the payment to the persons entitled thereto of the unpaid principal of any of the Bonds

which shall have become due and payable (other than the Bonds called for redemption for the payment of which monies are held pursuant to the provisions of this Indenture) in the order of their due dates (with interest on the principal amount of such Bonds due and payable);

(3) To the extent of any remaining funds following the payment in full of the amounts

required in 1 and 2 above, to the payments set forth in Section 4.02 and Section 4.03 in the same order of priority.

B. If the principal of all the Bonds shall have become or shall have been due and payable, all such monies shall be applied, after payment of all reasonable fees and expenses of the Trustee to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any differences in the respective rates of interest specified in the Bonds; and C. If the principal of all the Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled, then, subject to the provisions of paragraph (B) above, in the event that the principal of all the Bonds shall later become or be declared due and payable, the monies then remaining in and thereafter accruing to the Revenue Fund and all other funds held under the Indenture shall be applied in accordance with the provisions of paragraph (A) above. Whenever money is to be applied by the Trustee pursuant to the provisions of this Section, such money shall be applied by the Trustee at such times and from time to time as the Trustee in its sole discretion shall determine, having due regard to the amount of such money available for application and the likelihood of additional money becoming available for application in the future; the deposit of such money or setting aside such money in trust for the proper purpose shall incur no liability whatsoever to the Authority, to any Bondholder or to any other person for any delay in applying any such money, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Indenture as may be applicable at the time of application by the Trustee. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. Whenever all principal of, redemption premium (if any) and interest on all Bonds have been paid under the provisions of this Section and all expenses and charges of the Trustee, the Authority, then any balance remaining in such funds after payment in full of such obligations shall be paid to the Authority as provided in Section 4.06 hereof. 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 taken place.

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Remedies not Exclusive. Upon the occurrence of an Event of Default, the Trustee may also pursue any other remedy available to it as it shall deem best, including any action or suit at law or equity to enforce the payment of the principal of, redemption premium (if any) and interest on the Bonds then outstanding, or for the specific performance of any covenant or agreement contained herein or for enforcement of the rights of the Authority, the Trustee or the Bondholders with respect to the Trust Estate or any part thereof or for the enforcement of any proper legal or equitable remedy as the Trustee shall deem most effectual to protect the rights aforesaid, insofar as the same may be authorized by law. No remedy by the terms of this 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 this Indenture or existing at law or in equity on or after the date of adoption of this Indenture. Remedies Vested in Trustee. Subject to Section 9.02 and 9.03 hereof, all rights of action (including the right to file proof of claims) under this Indenture or under any of the Bonds may be enforced by the Trustee without possession of the Bonds and without their production in any trial or other proceedings relating thereto. Any suit or proceeding instituted by the Trustee may be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any holders of the Bonds. Individual Bondholder Action Restricted. No holder of any Bond shall have any right to institute any suit, action or proceeding for the enforcement of this Indenture or for the execution of any trust hereunder or for any remedy under this Indenture, unless (i) at least fifty-one percent (51%) of the aggregate principal amount of Bonds Outstanding shall have made written request to the Trustee to proceed to exercise the powers granted in this Indenture or to institute an action, suit or proceeding in its own name; and such Bondholders shall have offered the Trustee such indemnity as may be satisfactory to the Trustee, and the Trustee shall have failed or refused to exercise the powers granted in this Indenture or 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 or (ii) no one or more Holders of Bonds shall have any right in any manner whatsoever to disturb or prejudice the security of this Indenture or to enforce any right hereunder except in the manner herein provided and then only for the equal benefit of the Holders of all Outstanding Bonds. Waiver and Non-Waiver of Event of Default. A. 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 by this Article to the Trustee and to the Holders of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient; B. The Trustee may waive any Event of Default which in its opinion shall have been remedied before the entry of final judgment or decree in any suit, action or proceeding instituted by it under the provisions of this Indenture, or before the completion of the enforcement of any other remedy under this Indenture. C. Notwithstanding anything contained in this Indenture to the contrary, the Trustee shall waive any Event of Default and its consequences, subject to Section 9.05. D. In case of a waiver by the Trustee of any Event of Default the Authority, the Trustee, and the Bondholders shall be restored to their former positions and rights under this Indenture but no waiver shall extend to any subsequent or other Event of Default or impair any right consequent thereon. The Trustee shall not be responsible to anyone for waiving or refraining from waiving any Event of Default in accordance with this Section.

ADDITIONAL BONDS Restrictions on the Issuance of Additional Bonds. So long as any of the Bonds herein authorized remain outstanding, the Authority will not issue additional bonds or obligations payable from the Trust Estate.

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Provided, however, that nothing shall be construed as preventing the Authority from issuing refunding bonds payable from the Trust Estate, nor as preventing the Authority from issuing additional bonds payable from and constituting a lien, pledge or charge on the Trust Estate junior and inferior to the Bonds. General Provisions for the Issuance of Additional Bonds. So long as any of the Bonds herein authorized remain outstanding, the Authority agrees that it shall not issue additional bonds or obligations payable from the Trust Estate, except for those Bonds required to be issued in accordance with Article II and 11.02 herein. Additional Bonds. After the issuance, sale and delivery of any Bonds, and for as long as any Bonds issued pursuant to the provisions of this Bond Indenture remain outstanding and unpaid, the Authority agrees that it will not issue any additional bonds or other obligations payable from the Trust Estate in accordance with the Indenture (with the exceptions set out herein), and that in no event, while any of the Bonds remain outstanding, will the Authority further mortgage, assign or pledge the Trust Estate, or any part thereof, or otherwise encumber or dispose of the Trust Estate or any part thereof, except as is provided herein, provided however, the Authority may issue additional bonds or obligations payable from the Trust Estate pari passu with the Bonds without Bondholder consent, provided: (a) The Authority is not in default in meeting any of the agreements, covenants and obligations to be performed by said Authority under the Indenture; and (b) Any such secured additional indebtedness shall be incurred only for acquiring, constructing, extending, improving, remodeling or enlarging the properties and facilities of the Authority related to the Projects, providing equipment for such entities, or to effect major repairs and replacements, or for refunding any outstanding indebtedness of the Authority incurred for any of the other foregoing purposes; and (c) The Authority's financial advisor shall certify to the Trustee, in a written certificate approved by the Authority, that the Sales Tax Revenues for the most recently completed fiscal year prior to the issuance of such Additional Bonds, were equal to (i) 1.20 times the Average Annual Debt Service on outstanding parity debt at the time of the issuance of the Bonds based upon Sales Tax Revenues equal to one percent, and (ii) 1.20 times the Average Annual Debt Service Requirement, on all Bonds then outstanding (including previously issued Additional Bonds) and the proposed Additional Bonds to be issued which are payable from Sales Tax Revenue equal to one percent. Provided, further, that nothing shall be construed as preventing the Authority from issuing refunding bonds payable from the Trust Estate, nor as preventing the Authority from issuing additional bonds payable from and constituting a lien, pledge or charge on the Trust Estate junior and inferior to the Bonds. Provided, further, that in the event additional parity bonds are issued, the supplemental indentures authorizing such additional bonds shall provide that all amounts required to be set aside or accrued for the payment of such additional bonds shall be deposited into the appropriate accounts and commingled with all other monies therein.

END OF BOND INDENTURE SUMMARY

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SUMMARY OF SALES TAX AGREEMENT

This Sales Tax Agreement (hereinafter called "Agreement"), dated as of this 1st day of June, 2010, by and between the Weatherford Public Works Authority and its successors and assigns (hereinafter called "Authority") and the Board of City Commissioners of the City of Weatherford, on behalf of the City of Weatherford, Oklahoma, (hereinafter called "City"); WITNESSETH: Whereas, the City has determined that it wishes to finance the acquisition, construction and equipping of multiple capital improvement projects (hereinafter the "Projects"), for the purpose of better serving the citizens of Weatherford, Oklahoma; and Whereas, by vote of the people of the City on the 13th day of December, 1988, there was approved a one cent sales tax proposition to be levied in accordance with the laws of the State of Oklahoma. Whereas, the Authority has issued its Sales Tax Revenue Bonds (Weatherford Capital Improvement Projects) Series 2010 in the aggregate principal amount of $9,430,000 (herein, the "Bonds") dated June 1, 2010, and shall utilize the proceeds of the Bonds for paying for the Projects; and Whereas, the Authority and the City anticipate that the said Sales Tax Revenues will be sufficient to repay the Bonds; NOW, THEREFORE, the City and the Authority agree hereto as follows: 1. The Authority will issue its Bonds as aforesaid. 2. The City hereby pledges to the Authority all its right, title and interest in the said Sales Tax

Revenues, to the extent necessary to repay any and all indebtedness incurred in regard to the Projects, including the Bonds or other subsequent indebtedness, and to the extent necessary for expenses, including, but not limited to administration costs, audit fees, consultant fees, expenses of the Authority and legal fees of the Authority. The City hereby expressly and unconditionally grants to the Authority the power to pledge and assign the said Sales Tax Revenues to the payment of the Bonds, which shall be assigned to Bank of Oklahoma, N.A., Oklahoma City, Oklahoma, as Trustee Bank, ("Trustee"). The City will collect the Sales Tax Revenues, and as received, will transfer to the Authority’s Depository Bank which will, in turn, forward monies to the Trustee sufficient to make payments on the Bonds, certain Debt Service Reserve Fund payments, the related costs and expenses thereto, and the Project costs.

3. The City anticipates that the cost of the Project will be not greater than $9,430,000 and hereby

acknowledges that interest earned on the Bond proceeds and the Sales Tax Revenues to be collected are sufficient to retire the Bonds and to pay the Project costs associated with the acquisition, construction and equipping of multiple capital improvement projects.

4. This Agreement shall be binding on the City and the Authority until June 30, 2010, and at that

time it will be automatically renewed by the City for another fiscal year unless the City Commissioners take official action to terminate this Agreement and the same procedure will apply at the end of each fiscal year until all of the indebtedness referred to herein is paid.

5. The parties hereto agree to furnish to each other any and all information or legal documentation as

may be needed to effect and fulfill the purposes of this Agreement, including, but not limited to, requisitions, receipts, UCC-1 filings, annual budgets, audit reports and other similar information.

6. The parties agree hereto that the First National Bank and Trust Company of Weatherford,

Weatherford, Oklahoma, shall be the Depository Bank for the receipt and payouts on the Sales Tax Revenues and shall remain as such Depository Bank until all Bonds have been paid and it

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shall be directed by the Authority to establish the proper banking accounts and procedures in regard to this financing. The parties acknowledge and agree that the Depository Bank's responsibilities with respect to the deposited Sales Tax Revenues shall be only as a depository and that said Depository Bank shall not have any duties or obligations as a trustee with respect to the said deposited Sales Tax Revenues.

7. The City agrees that the Authority shall have a security interest in the Sales Tax Revenues for the

repayment of the Bonds and a UCC-1 filing with regard to this Agreement is hereby authorized. The City expressly agrees that the Authority may pledge and/or grant and/or assign a security interest in the rights and interest of the Authority in and under this Agreement together with the rights and interest of the Authority in and with respect to the Sales Tax Revenues to and in favor of Bank of Oklahoma, N.A., as Trustee for the purposes of paying and securing payment of the Bonds.

8. The Authority and the City hereby agree that as long as any indebtedness remains outstanding on the

Projects that the Sales Tax Revenues will remain pledged to the Authority and paid over and deposited on behalf of the Authority into the Depository Bank for the repayment of said indebtedness.

9. The parties hereto agree hereby to authorize the officers of the City and the Authority to execute any

and all documents needed to fully effect the purposes of this Agreement.

END OF SUMMARY OF SALES TAX AGREEMENT

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SUMMARY OF DEPOSITORY AGREEMENT

THIS DEPOSITORY AGREEMENT (the "Agreement"), dated as of June 1, 2010, by and between Weatherford Public Works Authority, a public trust and agency organized under the laws of the State of Oklahoma, (the "Issuer" or "Authority") and First National Bank and Trust Company of Weatherford, Weatherford, Oklahoma, a ________________________, having an office in Weatherford, Oklahoma, (the "Depository Bank");

WITNESSETH

WHEREAS, the Weatherford Public Works Authority (the "Issuer" or "Authority") has determined to issue $9,430,000 in principal amount of its Sales Tax Revenue Bonds, (Weatherford Capital Improvement Projects) Series 2010 (the "Bonds"); and

WHEREAS, the proceeds from the sale of the Bonds will be used to provide funds for acquisition, construction and equipping of multiple capital improvement projects, (the “Projects”), to fund a debt service reserve fund, and to pay certain costs of issuance relative to the issuance of the Bonds; and

WHEREAS, the Authority desires to establish bank accounts into which it will deposit all funds ("Sales Tax Revenues") received by it under that certain Sales Tax Agreement by and between the Authority and the Board of City Commissioners of the City of Weatherford, Oklahoma, (the "City") for the Projects; and

WHEREAS, the Depository Bank is willing to accept such deposits and disburse them in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and the performance of the mutual promises herein contained, the Authority and the Depository Bank hereby agree as follows:

Creation of Depository. Funds and Accounts. There is hereby created and ordered established with the Depository Bank a collection and disbursement fund to be designated "Weatherford Public Works Authority Gross Revenue Fund", (hereinafter referred to as "Gross Revenue Fund"). The Depository Bank agrees to accept the deposit of such funds and to disburse them in accordance with the provisions of this Section 1 and Section 2 of this Agreement. Such Gross Revenue Fund shall be maintained as long as any of the Bonds are outstanding, and all monies therein shall be kept on deposit separate from all other funds of the Authority in the custody of the Depository Bank. The Gross Revenue Fund shall be secured as required by applicable law.

Said accounts created herein shall be placed in collateralized, interest bearing demand accounts. It is further acknowledged and agreed by the parties of this Agreement that any and all interest earned on accounts created under this Agreement shall be the sole and exclusive property of the Authority. It is further acknowledged and agreed by the parties of this Agreement that any and all interest earned on the accounts created under this Agreement shall be retained in that account for the use thereof.

Accumulation and Disbursement of Revenues. The purpose of these accounts shall be to receive all Sales Tax Revenues derived by the Authority which are pledged under the Indenture (as herein defined) as security for the Bonds; to pay over to the Trustee pursuant to that certain Bond Indenture dated as of June 1, 2010, (the "Indenture") by and between the Authority and Bank of Oklahoma, N.A., Oklahoma City, Oklahoma ("Trustee") for payment on the Bonds and other sums required for payment pursuant to the Indenture and to redeem Bonds prior to maturity; and in the following order and manner. The Gross Revenue Fund shall first be used for disbursement in accordance with this Section 2, in the following order:

(a) To the Trustee, on a monthly basis, debt service requirements on the Bonds, pursuant to the underlying Indenture;

(b) To the Trustee, on a monthly basis, into the Debt Service Reserve Fund, the amounts required under Article IV of the Indenture;

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(c) To the Trustee, on a monthly basis, the amount necessary to pay the annual Trustee fee and other expenses of the Trustee;

(d) To the Trustee to make deposits, if needed, into the Rebate Fund such amounts necessary to be paid to the United States Treasury; (e) Fees, charges and expenses of the Depository Bank; (f) At the direction of the Authority, disbursement in accordance with this Section 2, in the order of (a)-(e) above;

Any remaining funds in the Gross Revenue Fund after provisions for disbursement hereinabove shall be permitted to accumulate in the Gross Revenue Fund in accordance with the Sales Tax Agreement of the Authority and the City, and may be used for redemption of the Bonds and for any proper purpose of the Authority.

The other provisions of this Section 2 notwithstanding, if the Depository Bank receives written notice from the Trustee of the occurrence of an "Event of Default" under the Indenture, the Depository Bank will immediately deliver all funds held by it in the Gross Revenue Fund and its funds and sub-accounts to the Trustee, whereupon the Depository Bank will have no further obligations with respect to such funds.

Authority's Use of Funds. The Authority hereby agrees that each month during the term of this Agreement it will deposit all funds received by it from the Sales Tax Revenues into the Gross Revenue Fund or direct such deposit until such time as the amounts deposited therein equals or exceeds the sums required for payments relative to the Projects pursuant to Section 2 hereof and that, until such time, the Sales Tax Revenues shall not be used by the Authority for any other purpose.

Depository Account Monies. The sole obligation of the Depository Bank under this Agreement shall be to collect, hold and disburse funds deposited in the Gross Revenue Fund in accordance with Section 1 and Section 2 hereof. The Depository Bank will not have any investment powers with respect to any funds held in the Gross Revenue Fund.

Costs of Depository Bank. The Authority hereby agrees and covenants that it will pay its reasonable fees, charges, and expenses of the Depository Bank in connection with this Agreement.

Non-Discretionary Duties. The duties of the Depository Bank hereunder shall be entirely administrative and not discretionary. The Depository Bank shall be obligated to act only in accordance with the provisions of this Depository Agreement. The Depository Bank can rely upon any writing delivered to it by the Authority or the Trustee and shall have no duty to determine the validity of such writing or the authority of the person signing such document.

Indemnification. The Authority will indemnify, hold harmless and defend the Depository Bank against any loss, liability, claim, demand, damage or expense whatsoever arising out of the matters addressed in this Agreement and will reimburse the Depository Bank for any legal or other expenses reasonably incurred by the Depository Bank in connection with investigating or defending any such action or claim.

Resignation and Assignment. The Depository Bank can resign at any time upon giving not less than ninety (90) days notice to the Trustee and to the Authority. On the effective date of such resignation, the Depository Bank shall deliver all funds held by it pursuant to this Agreement to the Authority, whereupon the Depository Bank will have no further obligations hereunder. The Depository Bank can at any time assign its rights and obligations hereunder to any bank or trust company reasonably acceptable to the Authority which agrees to assume such rights and obligations on the same terms and conditions (including fees) as provided for herein, and such successor depository shall have all the powers of the Depository Bank.

Interpleader. The Depository Bank can in the event of doubt as to its duties or liabilities under the provisions of this Agreement, in its sole discretion, continue to hold the funds which are the subject to this Agreement until all interested persons mutually agree to the disbursement thereof, and may, in its sole discretion,

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file an action in interpleader to resolve such disagreement. The Depository Bank shall be indemnified by the Authority for all costs, including reasonable attorney’s fees, in trial and appellate courts, in connection with the aforesaid interpleader action and shall be fully protected in suspending all or a part of its activities under this Agreement until final judgment in the interpleader action is received.

Records and Accounting. The Depository Bank shall maintain adequate records pertaining to the various accounts and all payments therefrom, and it shall provide the Authority with monthly statements, in the form regularly given by Depository Bank to its account holders, of the activities in the Gross Revenue Fund and its funds and sub-accounts and the Repair and Replacement Fund for such month.

Notices. All notices, approvals, payments, requests, and other communications hereunder shall be deemed to have been given when delivered or mailed by postage prepaid, addressed as follows: If to the Authority: Weatherford Public Works Authority c/o City Clerk The City of Weatherford 522 W. Rainey Weatherford, Oklahoma 73096 Attn: Secretary If to the Depository Bank: First National Bank and Trust Company of Weatherford 1100 E. Main St. Weatherford, OK 73096 Attn.: Herschel Brewster, President If to the Trustee: Bank of Oklahoma, N.A. 9520 N. May Oklahoma City, Oklahoma 73120 Attn: Rachel Redd Singleton, Trust Officer

The Authority, the Trustee and the Depository Bank can, by notice given hereunder, designate any further or different addresses to which subsequent notices, approvals, payments, consents, or other communications shall be sent or persons to whose attention the same shall be directed.

Change: Waiver: Discharge; and Termination of Depository Agreement. Except as provided in Section 8, neither this Depository Agreement nor any provision hereof can be changed, waived, discharged, or terminated except by a statement in writing signed by each party against which enforcement of the change, waiver, discharge, or termination is sought. Otherwise, this Depository Agreement shall continue as long as any of the Bonds for the Project is outstanding, unless otherwise terminated by the Authority.

Governing Law. This Depository Agreement shall be deemed to be a contract made under and is intended to be construed in accordance with and governed by the laws of the State of Oklahoma. Custer County shall be the county of jurisdiction and venue.

Counterparts. This Depository Agreement can be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument.

END OF SUMMARY OF DEPOSITORY AGREEMENT

Appendix E

Form of Continuing Disclosure Agreement


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APPENDIX E FORM OF CONTINUING DISCLOSURE AGREEMENT

This Continuing Disclosure Agreement (this "Agreement") dated as of June 1, 2010, is executed and delivered by the Weatherford Public Works Authority (the "Issuer"), and Bank of Oklahoma, N.A., Oklahoma City, Oklahoma, as trustee (the "Trustee"), for the holders of the Issuer's $9,430,000 Sales Tax Revenue Bonds (Weatherford Capital Improvement Projects) Series 2010 (the "Bonds"), issued pursuant to a Bond Indenture, dated as of June 1, 2010, (the "Bond Indenture"), between the Issuer and the Trustee. Capitalized terms used in this Agreement which are not otherwise defined in the Bond Indenture shall have the respective meanings specified above or in Article IV hereof The Issuer and the Trustee hereby covenant and agree as follows:

ARTICLE I The Undertaking

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

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

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

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

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

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

ARTICLE II Operating Rules

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

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

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

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

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

Section 2.5. Fiscal Year. Annual Financial Information shall be provided at least annually notwithstanding any fiscal year longer than 12 calendar months. The Issuer's fiscal year is from July 1 – June 30, and the Issuer shall promptly notify (i) EMMA, (ii) the SID, and (iii) the Trustee of each change in its fiscal year.

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

ARTICLE III Termination, Amendment and Enforcement

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE IV Definitions

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

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

(2) "Annual Financial Information" to be provided by the Issuer means (i) the financial information or operating data of the type and in similar form as set forth under the captions "DEBT SERVICE REQUIREMENTS," "PROJECTED SALES TAX REVENUES," "PROJECTED SALES TAX COLLECTIONS, NET DEBT SERVICE AND DEBT SERVICE COVERAGE," and "THE AUTHORITY" in the Issuer's Official Statement dated June 23, 2010, relating to the Bonds and (ii) Audited Financial Statements, if available.

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

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

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

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

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

(i) principal and interest payment delinquencies;

(ii) non-payment related defaults;

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

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

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

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

(vii) modifications to rights of holders of Bonds;

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

(ix) defeasances;

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

(xi) rating changes.

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

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

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

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

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

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

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

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

[SIGNATURE BLOCK OMITTED]

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EXHIBIT A

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

Electronic submissions: www.emma.msrb.org

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EXHIBIT B

NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL FINANCIAL INFORMATION

Name of Issuer:

Name of Bond Issue:

Date of Issuance:

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

Dated: on behalf of the Issuer