Ratings: Fitch AA- Moody's A 1 NEW ISSUE - Book-Entry-Only (See "RATINGS" herein) In the opinion of Winston & Strawn. Bond COMM. based on existing statutes. regulations. rulings• and court decisions. interest on the Bonds is not includable in grins income for federal income tax purposes assuming compliance with certain cotenants and the accuracy of certain representations. Interest on the bonds is not an "item of tax preference" for purposes of the federal alternative minimum tax imposed on corporations and individuals; however, a portion of such interest may otherwise be includable in the calculation of the federal alternative minimum tax imposed on corporations. In the further opinion of Bond Counsel. based on existing statutes, interest an the Bonds is exempt from personal income taxes imposed by the State of New York and any political subdivision thereof (including The City of New York). See "Tax Matters" herein. $17,345,000 NEW YORK CITY INDUSTRIAL DEVELOPMENT AGENCY CIVIC FACILITY REVENUE BONDS (INSTITUTE OF INTERNATIONAL EDUCATION, INC. PROJECT), SERIES 2001 Dated: November I, 2001 Due: September I, 2031 The proceeds of the sale of the 517,345.000 New Yak City Industrial Development Agency Civic Facility Revenue Bonds (Institute of International Education. Inc. Project). Series 2001 (the "Series 2001 Bonds"), will be used to (i) refinance a portion of an outstanding commercial loan in connection with the acquisition of the Facility (as defined herein), (ii) provide for the improvement, renovation and equipping of the Facility and (iii) finance cenain costs of issuance relating to the Series 2001 Bonds. The Series 2001 Bonds are being issued pursuant to an Indenture of Trust. dated as of November 1. 2001 (the "Indenture"). between the New York City Industrial Development Agency (the "Agency") and The Bank of New York, as trustee (the —Trustee"). The Series 2001 Bonds will be payable solely from payments made by the Institution under the Le