ADDENDUM. Dated May 31, 2016 to. PRELIMINARY OFFICIAL STATEMENT Dated May 25, 2016 RELATING TO

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1 ADDENDUM Dated May 31, 2016 to PRELIMINARY OFFICIAL STATEMENT Dated May 25, 2016 RELATING TO $4,690,000 1 CHARTER TOWNSHIP OF LYON COUNTY OF OAKLAND, STATE OF MICHIGAN Refunding Bonds, Series 2016 (Limited Tax General Obligation) PLEASE BE ADVISED that the TAX MATTERS section within the front portion of the Preliminary Official Statement dated May 25, 2016 is hereby amended and restated in its entirety as set forth below to reflect the tax treatment of the Bonds for certain bondholders. TAX MATTERS In the opinion of Dickinson Wright PLLC, Bond Counsel, based on its examination of the documents described in its opinion, under existing law, the interest on the Bonds (i) is excluded from gross income for federal income tax purposes, and (ii) is not an item of tax preference and is not taken into account in determining adjusted current earnings for purposes of the federal alternative minimum tax imposed on individuals and corporations. The opinion set forth in clause (i) above is subject to the condition that the Township comply with all requirements of the Internal Revenue Code of 1986, as amended (the Code ), that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be) excluded from gross income for federal income tax purposes. Failure to comply with such requirements could cause the interest on the Bonds to be included in gross income retroactive to the date of issuance of the Bonds. The Township has covenanted to comply with all such requirements. Bond Counsel will express no opinion regarding other federal tax consequences arising with respect to the Bonds and the interest thereon. Prospective purchasers of the Bonds should be aware that (i) interest on the Bonds is included in the effectively connected earnings and profits of certain foreign corporations for purposes of calculating the branch profits tax imposed by Section 884 of the Code, (ii) interest on the Bonds may be subject to a tax on excess net passive income of certain S corporations imposed by Section 1375 of the Code, (iii) interest on the Bonds is included in the calculation of modified adjusted gross income for purposes of determining taxability of social security or railroad retirement benefits, (iv) the receipt of interest on the Bonds by life insurance companies may affect the federal tax liability of such companies, (v) in the case of property and casualty insurance companies, the amount of certain loss deductions otherwise allowed is reduced by a specific percentage of, among other things, interest on the Bonds, (vi) registered owners acquiring the Bonds subsequent to initial issuance will generally be required to treat market discount recognized under Section 1276 of the Code as ordinary taxable income, (vii) the receipt or accrual of interest on the Bonds may cause disallowance of the earned income credit under Section 32 of the Code, (viii) interest on the Bonds is subject to backup withholding under Section 3406 of the Code in the case of registered owners that have not reported a taxpayer identification number and are not otherwise exempt 1 Preliminary, subject to change.

2 from backup withholding, and (ix) registered owners of the Bonds may not deduct interest on indebtedness incurred or continued to purchase or carry the Bonds, and financial institutions may not deduct that portion of their interest expense allocated to interest on the Bonds. In the opinion of Dickinson Wright PLLC, Bond Counsel, based on its examination of the documents described in its opinion, under existing law, the Bonds and the interest thereon are exempt from all taxation by the State of Michigan or a political subdivision thereof, except estate taxes, and taxes on gains realized from the sale, payment or other disposition thereof. Tax Treatment of Accruals on Original Issue Discount Bonds 2 For federal income tax purposes, the difference between the initial offering prices to the public (excluding bond houses and brokers) at which a substantial amount of the Bonds initially sold at a discount as shown on the inside front cover hereof (the OID Bonds ) is sold and the amount payable at the stated redemption price at maturity thereof constitutes original issue discount. Such discount is treated as interest excluded from federal gross income to the extent properly allocable to each registered owner thereof. The original issue discount accrues over the term to maturity of each such OID Bond on the basis of a constant interest rate compounded at the end of each six-month period (or shorter period from the date of original issue) with straight line interpolations between compounding dates. The amount of original issue discount accruing during each period is added to the adjusted basis of such OID Bonds to determine taxable gain upon disposition (including sale, redemption or payment on maturity) of such OID Bonds. The Code contains certain provisions relating to the accrual of original issue discount in the case of registered owners of the OID Bonds who purchase such bonds after the initial offering of a substantial amount thereof. Registered owners who do not purchase such OID Bonds in the initial offering at the initial offering and purchase prices should consult their own tax advisors with respect to the tax consequences of ownership of such OID Bonds. Amortizable Bond Premium 2 For federal income tax purposes, the difference between an original registered owner s cost basis of the Bonds initially sold at a premium as shown on the inside front cover hereof (the Original Premium Bonds ) and the amounts payable on the Original Premium Bonds other than stated interest constitutes an amortizable bond premium. The same applies with respect to any Bond, if a registered owner s cost basis exceeds the amounts payable thereon other than stated interest (collectively with the Original Premium Bonds held by the original registered owners, Premium Bonds ). Such amortizable bond premium is not deductible from gross income but is treated for federal income tax purposes as an offset of the amount of stated interest paid on the Premium Bonds, which may affect liability for the branch profits tax imposed by Section 884 of the Code. The amount of amortizable bond premium allocable to each taxable year is generally determined on the basis of the registered owner s yield to maturity determined by using the registered owner s basis (for purposes of determining loss on sale or exchange) of such Premium Bonds and compounding at the close of each six-month accrual period. The amount of amortizable bond premium allocable to each taxable year is deducted from the registered owner s adjusted basis of such Premium Bonds to determine taxable gain upon disposition (including sale, redemption or payment at maturity) of such Premium Bonds. 2 Preliminary, subject to change 2

3 Future Developments NO ASSURANCE CAN BE GIVEN THAT ANY FUTURE LEGISLATION OR CLARIFICATIONS OR AMENDMENTS TO THE CODE, IF ENACTED INTO LAW, WILL NOT CONTAIN PROPOSALS WHICH COULD CAUSE THE INTEREST ON THE BONDS TO BE SUBJECT DIRECTLY OR INDIRECTLY TO FEDERAL OR STATE OF MICHIGAN INCOME TAXATION, ADVERSELY AFFECT THE MARKET PRICE OR MARKETABILITY OF THE BONDS, OR OTHERWISE PREVENT THE REGISTERED HOLDERS FROM REALIZING THE FULL CURRENT BENEFIT OF THE STATUS OF THE INTEREST THEREON. FURTHER, NO ASSURANCE CAN BE GIVEN THAT ANY SUCH FUTURE LEGISLATION, OR ANY ACTIONS OF THE INTERNAL REVENUE SERVICE, INCLUDING, BUT NOT LIMITED TO, SELECTION OF THE BONDS FOR AUDIT EXAMINATION, OR THE AUDIT PROCESS OR RESULT OF ANY EXAMINATION OF THE BONDS OR OTHER BONDS WHICH PRESENT SIMILAR TAX ISSUES, WILL NOT AFFECT THE MARKET PRICE OF THE BONDS. INVESTORS SHOULD CONSULT WITH THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES OF THEIR ACQUISITION, HOLDING OR DISPOSITION OF THE BONDS AND THE TAX CONSEQUENCES OF THE ORIGINAL ISSUE DISCOUNT OR PREMIUM THEREON, IF ANY. In addition, the FORM OF APPROVING OPINION included as Appendix C to the Preliminary Official Statement is replaced in its entirety with the attached Form of Approving Opinion. Except as expressly amended by this Addendum, the terms of the offering of the Bonds as set forth in the Preliminary Official Statement remain in full force and effect. 3

4 500 W OODWARD A VENUE, S UITE 4000 D ETROIT, MI T ELEPHONE: (313) F ACSIMILE: (313) Charter Township of Lyon County of Oakland, State of Michigan We have acted as bond counsel to the Charter Township of Lyon, County of Oakland, State of Michigan (the "Issuer"), in connection with the issuance by the Issuer of its $ Refunding Bonds, Series 2016, dated the date hereof (the "Bonds"). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion we have relied upon certified proceedings and other certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The Bonds are a valid and legally binding obligation of the Issuer. 2. The Bonds have been duly authorized, executed and delivered by the Issuer and are valid and legally binding limited tax general obligations of the Issuer, payable in the first instance from tax increment revenues collected by the Lyon Township Downtown Development Authority (the DDA Revenues ) pursuant to the Development Plan and Tax Increment Financing Plan and amendments thereto approved by the Issuer pursuant to Act 197, Public Acts of Michigan, 1975, as amended. The full faith and credit of the Issuer have been pledged for the payment of the principal of and interest on the Bonds when due. In the event and to the extent that the DDA Revenues are not sufficient to pay the principal of and interest on the Bonds when due, the Issuer is obligated, as a first budget obligation, to advance funds from its general funds or to levy ad valorem property taxes on all taxable property within its corporate boundaries to pay such principal and interest. Taxes imposed by the Issuer for the payment of such principal and interest are subject to constitutional, statutory and charter limitations. 3. The Bonds and the interest thereon are exempt from all taxation by the State of Michigan or a political subdivision thereof, except estate taxes and taxes on gains realized from the sale, payment or other disposition of the Bonds. 4. The interest on the Bonds (a) is excluded from gross income for federal income tax purposes and (b) is not an item of tax preference and is not taken into account in determining adjusted current earnings for purposes of the federal alternative minimum tax imposed on individuals and corporations. The opinion set forth in clause (a) above is subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be (or continue to be) excluded from gross income for federal income tax purposes. Failure to comply with certain of such requirements could ARIZONA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE WASHINGTON DC TORONTO

5 Charter Township of Lyon, 2016 Page 2 D ICKINSON W RIGHT PLLC cause the interest on the Bonds to be so included in gross income retroactive to the date of issuance of the Bonds. The Issuer has covenanted to comply with all such requirements. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. We express no opinion herein regarding the accuracy, adequacy, or completeness of the official statement relating to the Bonds. It is understood that the rights of the holders of the Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted to the extent constitutionally applicable and that their enforcement also may be subject to the exercise of judicial discretion in appropriate cases. This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Respectfully submitted, ARIZONA KENTUCKY MICHIGAN NEVADA OHIO TENNESSEE WASHINGTON DC TORONTO

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7 This Preliminary Official Statement and the information contained herein are subject to completion and amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. As of this date, this Preliminary Official Statement has been deemed "final" by the Township for purposes of SEC Rule 15c2-12(b)(1) except for the omission of certain information permitted by SEC Rule 15c2-12(b)(1). NEW ISSUE-Book-Entry-Only RATING * : Standard & Poor's Ratings Services: AA+ In the opinion of Dickinson Wright PLLC, Bond Counsel, under existing law, (i) subject to compliance with certain covenants, the interest on the Bonds is excluded from gross income for federal income tax purposes except as described under TAX MATTERS herein and (ii) the Bonds and the interest thereon are exempt from all taxation by the State of Michigan or a political subdivision thereof, except estate taxes, and taxes on gains realized from the sale, payment or other disposition thereof. See TAX MATTERS herein and Appendix C hereto. The Bonds have not been designated as qualified tax-exempt obligations for purposes of deduction of interest expense by financial institutions under the Internal Revenue Code of 1986, as amended. Dated: Date of Delivery PRELIMINARY OFFICIAL STATEMENT DATED MAY 25, 2016 $4,690,000** CHARTER TOWNSHIP OF LYON COUNTY OF OAKLAND, STATE OF MICHIGAN Refunding Bonds, Series 2016 (Limited Tax General Obligation) Due: October 1, as shown below The Refunding Bonds, Series 2016 (the Bonds ) were authorized by the Township Board of Charter Township of Lyon, County of Oakland, State of Michigan (the Township ) by a resolution adopted on April 4, 2016 (the Resolution ). The Bonds are being issued for the purpose of (i) advance refunding a portion of a prior bond issue of the Township and (ii) paying the costs of issuing the Bonds. The Township intends to pay the principal and interest on the Bonds from tax increment revenues and other revenues of the Lyon Township Downtown Development Authority (the DDA ) pursuant to Act 197, Public Acts of Michigan, 1975, as amended (the DDA Revenues ). The DDA and the Township have entered into an agreement (the DDA Agreement ) whereby the DDA has agreed to use the DDA Revenues to pay the principal of and interest on the Bonds. The Township has pledged the DDA Revenues received from the DDA pursuant to the DDA Agreement to the payment of principal of and interest on the Bonds, the Township s Capital Improvement Bonds, Series 2010A issued on April 28, 2010 in the aggregate principal amount of $5,000,000 and any such additional bonds as may be issued by the Township to complete the public improvements in the Township known as the "Ring Road Project". The pledge of the DDA Revenues shall be applied equally and ratably to all series of bonds secured by such pledge. As additional security, the Township has pledged its limited tax full faith and credit as security for the payment of the principal of and interest on the Bonds, should the DDA Revenues received by the Township pursuant to the DDA Agreement be insufficient for payment. The Township is obligated to make such payments as a first budget obligation from its general funds, including the collection of any ad valorem taxes it may be authorized to levy. The ability of the Township to levy such taxes is subject to applicable constitutional, statutory, and charter tax rate limitations. The Bonds are issuable only as fully registered bonds without coupons and, when issued, will be registered in the name of Cede & Co., as Bondholder and nominee for The Depository Trust Company ("DTC"), New York, New York. DTC will act as securities depository for the Bonds. Purchases of beneficial interests in the Bonds will be made in book-entry-only form in the denomination of $5,000 or any integral multiple thereof. Purchasers of beneficial interests in the Bonds (the "Beneficial Owners") will not receive certificates representing their beneficial interest in Bonds purchased. So long as Cede & Co. is the Bondholder, as nominee of DTC, references herein to the Bondholders or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Bonds. See "THE BONDS - Book-Entry-Only System" herein. Principal of and interest on the Bonds will be paid by the corporate trust office of U.S. Bank National Association, Detroit, Michigan (the "Paying Agent"). So long as DTC or its nominee, Cede & Co., is the Bondholder, such payments will be made directly to such Bondholder. Disbursement 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 Indirect Participants, as more fully described herein. Interest will be payable semiannually on April 1 and October 1, commencing October 1, 2016, to the Bondholders of record as of the applicable record dates herein described. (Base CUSIP : ) Maturity Interest Maturity (October 1)** Amount** Rate Price CUSIP (October 1)** Amount** 2019 $335, $440, , , , , , , , , ,000 THE BONDS OR PORTIONS OF THE BONDS MATURING ON OR AFTER OCTOBER 1, 2027** ARE SUBJECT TO OPTIONAL REDEMPTION PRIOR TO MATURITY BEGINNING OCTOBER 1, 2026**, IN THE MANNER AND AT THE TIMES DESCRIBED HEREIN. See THE BONDS Optional Redemption herein. The Bonds will be offered when, as and if issued by the Township and accepted by the Underwriter subject to the approving legal opinion of Dickinson Wright PLLC, Detroit, Michigan, Bond Counsel. Certain legal matters will be passed upon for the Underwriter by Miller, Canfield, Paddock and Stone, P.L.C., Detroit, Michigan. It is expected that the Bonds will be available for delivery through DTC on or about June, This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. The date of this Official Statement is June, 2016 Interest Rate Price CUSIP For an explanation of the ratings, see "RATING" herein. * As of date of delivery. ** Preliminary, subject to change. Copyright 2016, American Bankers Association. CUSIP data herein is provided by Standard & Poor's CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The Township shall not be responsible for the selection of CUSIP numbers, nor any representation made as to their correctness on the Bonds or as indicated above.

8 REGARDING USE OF THIS OFFICIAL STATEMENT Certain information contained in this Official Statement has been obtained by the Township from DTC and other sources that are deemed to be reliable. No representation or warranty is made, however, as to the accuracy or completeness of such information by the Township or the Underwriter. Nothing contained in this Official Statement is or shall be relied on as a promise or representation by the Township or the Underwriter. This Official Statement is being used in connection with the sale of securities as referred to herein and may not be used, in whole or in part, for any other purpose. The delivery of this Official Statement at any time does not imply that information in it is correct as of any time subsequent to its date. No dealer, broker, salesman, or other person has been authorized by the Township or by the Underwriter, to give any information or to make any representations other than those contained herein, and if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of any offer to buy, nor shall there be any sale of the Bonds, by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. U.S. Bank National Association, Detroit, Michigan (the Paying Agent ) by acceptance of its duties as Paying Agent, has not reviewed this Official Statement and has made no representations as to the information contained herein. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any other sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Township. In connection with the offering of the Bonds, the Underwriter may overallot or effect transactions that stabilize or maintain the market price of the Bonds at a level above the level that might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time without notice. The prices and other terms respecting the offering and sale of the Bonds may be changed from time to time by the Underwriter after the Bonds are released for sale, and the Bonds may be offered and sold at prices other than the initial offering prices, including sales to dealers who may sell the Bonds into investment accounts. The Bonds have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, in reliance upon exemptions contained in such Act. The registration or qualification of the Bonds in accordance with the applicable provisions of securities laws of the states in which the Bonds have been registered or qualified and the exemption from registration or qualification in any other states cannot be regarded as a recommendation thereof. In making an investment decision, investors must rely on their own examination of the Township s financial records and the terms of the offering, including the merits and risks involved. These securities have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a criminal offense.

9 CHARTER TOWNSHIP OF LYON OFFICIALS Township Board Supervisor Lannie Young Township Clerk Michele Cash Trustees Township Treasurer Patricia Carcone Steve Adams John Dolan John Hicks Sean O Neil Charter Township of Lyon Grand River Avenue New Hudson, Michigan (248) (248) (FAX) PROFESSIONAL SERVICES Auditor: Bond Counsel: Escrow/Paying Agent: Verification Agent: Post, Smythe, Lutz and Ziel of Plymouth LLP, Plymouth, Michigan Dickinson Wright PLLC, Detroit, Michigan U.S. Bank National Association, Detroit, Michigan Robert Thomas CPA, LLC, Shawnee Mission, Kansas

10 TABLE OF CONTENTS Page INTRODUCTION... 1 PURPOSE OF THE BONDS... 1 PLAN OF REFUNDING... 1 ESTIMATED SOURCES AND USES OF FUNDS... 2 THE BONDS... 2 Authorization and Security... 2 Description and Form of the Bonds... 3 Optional Redemption... 3 Notice of Redemption and Manner of Selection... 3 Book-Entry-Only System... 4 Transfer Outside Book-Entry-Only System... 6 LYON TOWNSHIP DOWNTOWN DEVELOPMENT AUTHORITY... 6 ABSENCE OF CERTAIN LITIGATION... 9 RATINGS... 9 TAX MATTERS... 9 Tax Treatment of Accruals on Original Issue Discount Bonds Amortizable Bond Premium Future Developments... 1 APPROVAL OF LEGAL PROCEEDINGS NOT BANK QUALIFIED APPROVAL BY MICHIGAN DEPARTMENT OF TREASURY UNDERWRITING FINANCIAL ADVISOR S OBLIGATION CONTINUING DISCLOSURE OTHER MATTERS APPENDIX A: APPENDIX B: APPENDIX C: APPENDIX D: CHARTER TOWNSHIP OF LYON BASIC FINANCIAL STATEMENTS AND RELATED NOTES FORM OF APPROVING OPINION FORM OF CONTINUING DISCLOSURE CERTIFICATE

11 OFFICIAL STATEMENT relating to CHARTER TOWNSHIP OF LYON COUNTY OF OAKLAND, STATE OF MICHIGAN $4,690,000 1 REFUNDING BONDS, SERIES 2016 (LIMITED TAX GENERAL OBLIGATION) INTRODUCTION The purpose of this Official Statement, which includes the cover page and Appendices, is to furnish information in connection with the issuance and sale by the Charter Township of Lyon, County of Oakland, State of Michigan (the Township ) of its Refunding Bonds, Series PURPOSE OF THE BONDS The Bonds are being issued for the purpose of advance refunding part of the Township s outstanding Capital Improvement Bonds, Series 2009A, dated May 13, 2009 (the 2009 Bonds ), which are callable on October 1, 2018, and are due and payable October 1, 2019 through October 1, 2029, inclusive (the Bonds to be Refunded ) and paying the costs of issuing the Bonds. The 2009 Bonds maturing on October 1, 2016 through October 1, 2018, inclusive, will not be refunded with the proceeds of the Bonds and will be paid by the Township as scheduled. PLAN OF REFUNDING The proceeds of the Bonds will be used to pay certain costs of issuance relating to the refunding of the Bonds to be Refunded and to establish an escrow fund (the Escrow Fund ) composed of cash and noncallable direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America or other obligations the principal of and interest on which are fully secured by the foregoing. The Escrow Fund will be held by the corporate trust office of U.S. Bank National Association, Detroit, Michigan, as escrow agent (the Escrow Agent ) and will be used to pay the principal of and interest on the Bonds to be Refunded when due and at call for redemption. The Escrow Fund will be held by the Escrow Agent pursuant to an escrow agreement (the Escrow Agreement ) which irrevocably directs the Escrow Agent to make the payment of principal of and interest on the Bonds to be Refunded when due and at call for redemption. The Escrow Fund will be such that the cash and the principal and interest payments received on the investments, if any, will be sufficient, without reinvestment, except as provided in the Escrow Agreement, to pay the principal of and interest on the Bonds to be Refunded when due and as they are called for early redemption, as set forth in the following table. 1 Preliminary, subject to change. 1

12 Principal of and Interest on the Bonds to be Refunded to be paid from the Escrow Fund 1 Date Principal Interest Total October 1, $112, $112, April 1, , , October 1, , , April 1, , , October 1, 2018 $5,000, , ,112, Total $5,000, $560, $5,560, The accuracy of the mathematical computations of the adequacy of cash and certain obligations to be held in the Escrow Fund and used, together with the earnings thereon, if any, to pay the principal of and interest on the Bonds to be Refunded when due and at call for redemption, supporting the conclusion of Bond Counsel that the interest on the Bonds is excluded from gross income for federal income tax purposes as indicated under the caption TAX MATTERS below, will be verified by Robert Thomas CPA, LLC, Shawnee Mission, Kansas. Such verification of accuracy of the computations shall be based on information supplied by the Underwriter and the interpretations of Section 148 of the Internal Revenue Code of 1986, as amended, as provided by Bond Counsel. ESTIMATED SOURCES AND USES OF FUNDS 1 SOURCES Par Amount of the Bonds Original Issue Premium Original Issue Discount Total Sources USES Deposit to Escrow Fund Underwriter s Discount Estimated Costs of Issuance for the Bonds Total Uses THE BONDS Authorization and Security The Bonds are being issued pursuant to Act 34 of the Public Acts of Michigan of 2001, as amended ( Act 34 ), and a bond authorizing resolution adopted by the Township Board on April 4, 2016 (the Resolution ). The Township intends to pay the principal and interest on the Bonds from tax increment revenues and other revenues of the Lyon Township Downtown Development Authority (the DDA ) pursuant to Act 197, Public Acts of Michigan, 1975, as amended (the DDA Revenues ). The DDA and the Township have entered into an agreement (the DDA Agreement ) whereby the DDA has agreed to use the DDA Revenues to pay the principal of and interest on the Bonds. The Township has pledged the DDA Revenues received from the DDA pursuant to the DDA Agreement to the payment of principal of and interest on the Bonds, the Township s Capital Improvement Bonds, Series 2010A issued on April 28, 2010 in the aggregate principal amount of $5,000,000 and any such additional bonds as may be issued by the Township to complete the public improvements in the Township known as the "Ring Road Project". The pledge of the DDA Revenues shall be applied equally and ratably to all series of bonds secured by such pledge. As additional security, the Township has pledged its limited tax full faith and credit as security for the payment of the principal of and interest on the Bonds, should the DDA Revenues received by the 1 Preliminary, subject to change. 2

13 Township pursuant to the DDA Agreement be insufficient for payment. The Township is obligated to make such payments as a first budget obligation from its general funds, including the collection of any ad valorem taxes it may be authorized to levy. The ability of the Township to levy such taxes is subject to applicable constitutional, statutory, and charter tax rate limitations. The rights or remedies of Bondholders may be affected by bankruptcy, insolvency, fraudulent conveyance or other laws affecting creditors rights generally, now existing or hereafter enacted, and by the application of general principles of equity, including those relating to equitable subordination Description and Form of the Bonds The Bonds will be issued in book-entry-only form as one fully registered Bond per maturity, without coupons, in the aggregate principal amount for each maturity set forth on the cover page hereof and may be purchased in denominations of $5,000 or any integral multiple thereof. The Bonds will be dated as of and bear interest from the date of delivery. Interest on the Bonds shall be payable semiannually each April 1 and October 1 to maturity or early redemption, commencing October 1, Interest on the Bonds shall be computed using a 360-day year with twelve 30-day months, and the Bonds will mature on the dates and in the principal amounts and will bear interest at the rates as set forth on the cover of this Official Statement. The corporate trust office of U.S. Bank National Association, Detroit, Michigan or its successor will serve as the Paying Agent (the Paying Agent ) and also as bond registrar and transfer agent if the Bonds cease to be held in book-entry-only form. For a description of payment of principal and interest, transfers and exchanges and notice of redemption on the Bonds, which are held in the book-entry-only system, see Book-Entry-Only System below. In the event the Bonds cease to be held in the book-entryonly system, then interest on the Bonds shall be payable when due by check or draft to the person or entity who or which is, as of the fifteenth (15th) day of the month preceding each interest payment date (the Record Date ), the registered owner of record, at the owner s registered address. See Transfer Outside Book-Entry-Only System below. Optional Redemption 1 The Bonds or portions of the Bonds in multiples of $5,000 maturing on or after October 1, 2027, are subject to redemption prior to maturity at the option of the Township in such order as the Township may determine and by lot within any maturity, on any date occurring on or after October 1, 2026, at par plus accrued interest to the date fixed for redemption. Notice of Redemption and Manner of Selection Notice of redemption of any Bond shall be given not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption by mail to the registered owner at the registered address shown on the registration books kept by the Paying Agent. The Bonds shall be called for redemption in multiples of $5,000 and Bonds of denominations of more than $5,000 shall be treated as representing the number of Bonds obtained by dividing the face amount of the Bond by $5,000 and such Bonds may be redeemed in part. The notice of redemption for Bonds redeemed in part shall state that upon surrender of the Bonds to be redeemed a new Bond or Bonds in an aggregate face amount equal to the unredeemed portion of the Bond surrendered shall be issued to the registered owner thereof. If less than all of the Bonds of any maturity shall be called for redemption prior to maturity, unless otherwise provided, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot by the Paying Agent, in the principal amounts designation by the Township. Any Bonds selected for redemption will cease to bear interest on the date fixed for redemption, whether presented for redemption, 1 Preliminary, subject to change. 3

14 provided funds are on hand with the Paying Agent to redeem said Bonds. Upon presentation and surrender of such Bonds at the corporate trust office of the Paying Agent, such Bonds shall be paid and redeemed. So long as the book-entry only system remains in effect, in the event of a partial redemption on the Paying Agent will give notice to Cede & Co., as nominee of DTC, only, and only Cede & Co. will be deemed to be a holder of the Bonds. DTC is expected to reduce the credit balances of the applicable DTC Participants in respect of the Building and Site Bonds and in turn the DTC Participants are expected to select those Beneficial Owners whose ownership interests are to be extinguished or reduced by such partial redemption, each by such method as DTC or such DTC Participants, as the case may be, deems fair and appropriate in its sole discretion. Book-Entry-Only System The information in this section has been furnished by The Depository Trust Company, New York, New York ( DTC ). No representation is made by the Township, the Paying Agent or the Underwriter as to the completeness or accuracy of such information or as to the absence of material adverse changes in such information subsequent to the date hereof. No attempt has been made by the Township, the Paying Agent or the Underwriter to determine whether DTC is or will be financially or otherwise capable of fulfilling its obligations. Neither the Township nor the Paying Agent will have any responsibility or obligation to DTC Participants, Indirect Participants (both as defined below) or the persons for which they act as nominees with respect to the Bonds, or for any principal, premium, if any, or interest payment thereof. DTC will act as securities depository for the Bonds. The 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 Bond certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue. 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 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 a Standard & Poor s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC s records. The ownership interest of each actual purchaser of each Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. 4

15 Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 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 Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such 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. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the 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 any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Township 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 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments of principal, interest and redemption amounts, if any, on the 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 Township or the Paying Agent, 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), Paying Agent, or Township, subject to any statutory or regulatory requirements as may be in effect from time to time. Payments of principal, interest and redemption amounts, if any, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) are the responsibility of the Township or Paying Agent, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Township or Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. 5

16 The Township may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered to DTC. Transfer Outside Book-Entry-Only System In the event that the book-entry-only system is discontinued, the following provisions would apply to the Bonds. The Paying Agent shall keep the registration books for the Bonds (the Bond Register ) at its corporate trust office. Subject to the further conditions contained in the Resolution, the Bonds may be transferred or exchanged for one or more Bonds in different authorized denominations upon surrender thereof at the corporate trust office of the Paying Agent by the registered owners or their duly authorized attorneys; upon surrender of any Bonds to be transferred or exchanged, the Paying Agent shall record the transfer or exchange in the Bond Register and shall authenticate replacement bonds in authorized denominations; during the fifteen (15) days immediately preceding the date of mailing of any notice of redemption or any time following the mailing of any notice of redemption, the Paying Agent shall not be required to effect or register any transfer or exchange of any bond which has been selected for such redemption, except the Bonds properly surrendered for partial redemption may be exchanged for new Bonds in authorized denominations equal to the aggregate to the unredeemed portion; the Township and the Paying Agent shall be entitled to treat the registered owners of the Bonds, as their names appear in the Bond Register as of the appropriate dates, as the owners of such Bonds for all purposes under the Resolution. No transfer or exchange made other than as described above and in the Resolution shall be valid or effective for any purposes under the Resolution. LYON TOWNSHIP DOWNTOWN DEVELOPMENT AUTHORITY The Township Board adopted the Development Plan and Tax Increment Financing Plan on December 23, 1999 (as amended, the "Plan") as prepared by the Lyon Township Downtown Development Authority (the DDA ) pursuant to the provisions of the Downtown Development Authority Act (Act 197, Public Acts of Michigan, 197, as amended; the "DDA Act"). The DDA Act allows the DDA a broad range of improvement activities intended to contribute to economic growth and prevent property value deterioration of the Township's business district, primarily located in the unincorporated area of New Hudson (the "Development Area"). Included in the purpose of the DDA is the project relating to the Bonds and to the Bonds to be Refunded: acquiring and constructing road, drainage, water supply, sewage disposal and related public improvements in the Township, known as the Ring Road Project. The DDA has a nine member board and a director. The DDA Act allows the DDA to capture tax revenues attributable to increases in value of real and personal property located within the Development Area. The amount of tax revenues the DDA may capture each year is generally determined as follows: (a) the "Initial Assessed Value" of the property to which the Plan pertains, which is the value at which the property was assessed as pf December 31 of the year prior to the year the property was first included in the Development Area, is subtracted from (b) the current taxable value of the property in the year for which the revenue calculation is being made, leaving (c) the "Captured Taxable Value" (see "Property Valuations" herein for an explanation of Taxable Value). The Captured Taxable Value is multiplied by the property tax rates of jurisdictions levying taxes, for which capture is permissible. As it pertains to the Bonds, the Captured Taxable Value is multiplied by the taxes levied, except debt millage, by the Township, the County of Oakland, Oakland Community College, and the Huron-Clinton Metroparks Authority (the "Tax Increment Revenues"). Pursuant to an agreement dated June 26, 2006 between Oakland County and the Township, the County's participation shall not exceed a total of $17,000,000 and may be utilized only for the Ring Road Project. Tax Increment Revenues derived from levies by the State, the school district and the intermediate school district may be captured only to the extent necessary to repay "Eligible Obligations," "Eligible 6

17 Advances," and "Other Protected Obligations." In general, Eligible Obligations are bonds, notes, or other obligations payable from Tax Increment Revenues which were issued or incurred prior to August 19, Eligible Advances are advances made prior to August 19, 1993, by a municipality which had established a tax increment financing entity, in anticipation of repayment from the Tax Increment Revenues, as evidenced in either the Plan or a written contract or resolution. Other Protected Obligations include (i) obligations issued to refund a bond or note that is an Eligible Obligation and (ii) obligations incurred by an authority prior to December 3, 1994 to finance a project included in a tax increment finance plan approved prior to December 31, 1993, and for which a contract for final design was entered into before March 1, 1994 by or on behalf of the authority or the incorporating municipality. The Bonds do not constitute Eligible Obligations, Eligible Advances or Other Protected Obligations as described above. The DDA does not have any Eligible Obligations, Eligible Advances or Other Protected Obligations. As such, the ad valorem tax and specific local tax levies of the State, local school district and the intermediate school district upon the Captured Taxable Value of the Development Area will NOT be included as Tax Increment Revenues available to repay the Bonds. The following tables set forth the projected Tax Increment Revenues for the fiscal years ending December 31, 2016 through Tax Increment Revenues have been estimated by the DDA based upon the assumptions detailed in the footnotes to the following tables. The assumptions are based upon factors beyond the control of the Township and the DDA and there is, therefore, no assurance that these projections will be achieved. Many factors may prevent the projections from being achieved. These include yearly changes in the tax rates of the various taxing entities, the depreciation and non-replacement of personal property, the rate of property value inflation, the construction plans of private individuals and companies, and unpredictable legislative changes affecting assessment ratios, assessed valuation exemptions, and tax rates. Certain school and county tax rates are subject to periodic renewal by the electors and may not be renewed. Legislative changes exempting particular types of property from taxation may cause a drop in revenues. Changes in business operations may cause equipment to become obsolete and lose value to a greater extent than that projected. Limitations imposed on the annual increase in valuation of each parcel of property may reduce assessment growth and capture assessed values below assumed rates and levels. Challenges to property valuations by individual taxpayers may result in a reduction in those taxes due to a reduction in valuations through the appeal process. Also, further changes by the State in the method of financing public education or State, County or local governments that would reduce property tax rates could result in a reduction in Tax Increment Revenues. (See PROPERTY VALUATION AND TAXES herein. 7