Citi MESIROW FINANCIAL, INC. (Book-Entry Only) Due: August 15, as shown on the inside front cover

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1 NEW ISSUE (Book-Entry Only) Rating: Moody s: Aaa Interest on the Series 2009A Bonds is included in gross income for federal income tax purposes under current law. In the opinion of DeCotiis, FitzPatrick & Cole, LLP, Bond Counsel to the Authority, under current law, interest on the Series 2009A Bonds and any gain on the sale thereof are not includable as gross income under the New Jersey Gross Income Tax Act. See TAX MATTERS herein. $21,600,000 The Morris County Improvement Authority (New Jersey) County of Morris Guaranteed Renewable Energy Program Lease Revenue Bonds, Series 2009A [Federally Taxable] Dated: Date of Delivery Due: August 15, as shown on the inside front cover The $21,600,000 aggregate principal amount of County of Morris Guaranteed Renewable Energy Program Lease Revenue Bonds, Series 2009A (the Series 2009A Bonds ) will be issued by The Morris County Improvement Authority (the Authority ) as fully registered bonds. One certificate for each stated maturity of the Series 2009A Bonds will be issued in the principal amount of each such maturity. The Series 2009A Bonds will be registered initially in the name of Cede & Co. ( Cede ), as nominee for The Depository Trust Company ( DTC ), an automated depository for securities and clearing house transactions, which will act as securities depository for the Series 2009A Bonds. Individual purchase of the Series 2009A Bonds will be made in book-entry form (without certificates) in denominations of $5,000 or any integral multiple thereof. See DESCRIPTION OF THE SERIES 2009A BONDS Book-Entry Only System herein. Capitalized terms not defined on this cover page shall have the meanings set forth in this Official Statement. The principal of the Series 2009A Bonds is payable on August 15 in the years and in the amounts set forth on the inside front cover hereof. The Series 2009A Bonds shall be dated and bear interest from their date of delivery, payable initially on August 15, 2011, and semiannually thereafter on February 15 and August 15 of each year until final maturity (stated or otherwise), at the interest rates per annum set forth on the inside front cover page of this Official Statement. The principal or redemption price, if any, of the Series 2009A Bonds will be payable upon presentation and surrender thereof at the principal corporate trust office of U.S. Bank National Association, as Trustee and Paying Agent for the Series 2009A Bonds. Interest on the Series 2009A Bonds is payable by check or draft of the Paying Agent mailed to the registered owner of the Series 2009A Bonds as of the Record Date, as described herein. Provided DTC, or its nominee Cede, is the registered owner of the Series 2009A Bonds, payment of the principal, redemption premium, if any, and interest on the Series 2009A Bonds will be made directly to DTC or its nominee, which is obligated to remit such principal, redemption premium, if any, and interest to DTC Participants. DTC Participants and Indirect Participants will be responsible for remitting such payments to the beneficial owners of the Series 2009A Bonds. See DESCRIPTION OF THE SERIES 2009A BONDS Book-Entry Only System. The Series 2009A Bonds are subject to redemption prior to their stated maturities as more fully described herein. See DESCRIPTION OF THE SERIES 2009A BONDS Optional Redemption and Mandatory Sinking Fund Redemption herein. The Series 2009A Bonds are being issued pursuant to the county improvements authorities law, as amended and supplemented (as codified at N.J.S.A. 40:37A-44 et seq., the Act ), other applicable law, and a bond resolution of the Authority adopted on June 10, 2009, as amended and supplemented by a certificate of the Executive Director of the Authority to be executed in connection with the issuance of the Series 2009A Bonds (collectively, the Bond Resolution ). The Series 2009A Bonds are being issued to (i) finance the Renewable Energy Projects and the Capital Improvement Projects for each of the Series 2009A Local Units, (ii) reimburse certain Renewable Energy Program development costs paid by the County and the Authority, (iii) pay certain fees and costs incurred by or for the Tioga Solar Morris County 1, LLC (the Company ) in connection with the Renewable Energy Program, and (iv) pay the various costs of issuing the Series 2009A Bonds. See RENEWABLE ENERGY PROGRAM and SOURCES AND USES OF THE SERIES 2009A BOND PROCEEDS herein. The Series 2009A Bonds are special and limited obligations of the Authority, payable as to principal, redemption premium, if any, and interest solely from and secured by the Authority s pledge of the Trust Estate to the Trustee under the Bond Resolution. The Trust Estate includes, without limitation, (i) the Revenues, (ii) payments made by the County under the County Guaranty and (iii) the Funds and Accounts (except (A) the Administrative Expense Account or the Costs of Issuance Account of the Administrative Fund or (B) the County Security Fund) established under the Bond Resolution and held by the Trustee. The payment of the principal of (including Sinking Fund Installments, if any) and interest on the Series 2009A Bonds (but not any redemption premium) shall be guaranteed by the County of Morris, New Jersey (the County ) pursuant to the County Guaranty. The County has the right, power and obligation to cause the levy of ad valorem taxes upon all the taxable property within the County, without limitation as to rate or amount, if necessary, in order to meet its payment obligations under the County Guaranty. See SECURITY FOR THE SERIES 2009A BONDS herein. THE SERIES 2009A BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF THE AUTHORITY. NEITHER THE STATE, NOR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY BUT SOLELY TO THE EXTENT OF THE TRUST ESTATE, AND OTHER THAN THE COUNTY TO THE EXTENT OF THE COUNTY GUARANTY), IS OBLIGATED TO PAY THE PRINCIPAL OF, OR INTEREST ON, THE SERIES 2009A BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE COUNTY TO THE EXTENT OF THE COUNTY GUARANTY) IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, OR INTEREST ON, THE SERIES 2009A BONDS. THE AUTHORITY HAS NO TAXING POWER. This cover page and the inside cover page contain certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement including all appendices to obtain information essential to making an informed investment decision. The Series 2009A Bonds are offered for delivery when, as and if issued and delivered to the Underwriters, subject to the approving legal opinion of DeCotiis, FitzPatrick & Cole, LLP, Teaneck, New Jersey, Bond Counsel and General Counsel to the Authority. Certain legal matters will be passed upon for the County by its Bond Counsel, Drinker Biddle & Reath LLP, Florham Park, New Jersey, and for the Underwriters by their counsel, McManimon & Scotland, L.L.C., Newark, New Jersey. Acacia Financial Group, Inc., Montclair, New Jersey, is acting as Financial Advisor to the Authority in connection with the issuance of the Series 2009A Bonds. It is expected that the Series 2009A Bonds will be available for delivery through DTC in New York, New York, and that settlement for the Series 2009A Bonds will occur at the offices of Bond Counsel, on or about February 18, Citi MESIROW FINANCIAL, INC. Dated: February 1, 2010

2 $21,600,000 The Morris County Improvement Authority (New Jersey) County of Morris Guaranteed Renewable Energy Program Lease Revenue Bonds, Series 2009A [Federally Taxable] Maturity Schedule August 15 Principal Interest Principal Interest Yield August 15 Amount Rate Amount Rate Yield 2011 $1,440, % 1.223% 2019 $1,440, % 4.600% ,440, ,440, ,440, ,440, ,440, ,440, ,440, ,440, ,440, ,440, ,440, ,440, ,440,

3 MORRIS COUNTY IMPROVEMENT AUTHORITY MEMBERS AND PROFESSIONALS MEMBERS John Bonanni, Chairperson and Commissioner Christina Ramirez, Vice Chairperson and Commissioner Glenn Roe, C.C.F.O., Treasurer and Commissioner Ellen M. Sandman, Secretary and Commissioner Frank T. Pinto, Jr., Assistant Secretary and Commissioner FINANCIAL ADVISOR Acacia Financial Group, Inc. Montclair, New Jersey GENERAL COUNSEL AND BOND COUNSEL DeCotiis, FitzPatrick & Cole, LLP Teaneck, New Jersey

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5 COUNTY OF MORRIS, NEW JERSEY BOARD OF CHOSEN FREEHOLDERS Freeholder Title Term Expires Gene F. Feyl Freeholder Director December 31, 2012 William J. Chegwidden Deputy Freeholder Director December 31, 2012 Douglas R. Cabana Freeholder December 31, 2010 John J. Murphy Freeholder December 31, 2012 James W. Murray Freeholder December 31, 2010 Margaret Nordstrom Freeholder December 31, 2011 Jack J. Schrier Freeholder December 31, 2010 CLERK OF THE BOARD OF CHOSEN FREEHOLDERS Diane M. Ketchum COUNTY ADMINISTRATOR John Bonanni COUNTY TREASURER Glenn Roe, C.C.F.O. COUNTY COUNSEL Daniel W. O Mullan, Esq. ADVISORS TO THE COUNTY Drinker Biddle & Reath LLP Bond Counsel Nisivoccia & Company, LLP Auditors Acacia Financial Group, Inc. Financial Advisor

6 No broker, dealer, salesperson or other person has been authorized by the Authority or by the Underwriters to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Series 2009A Bonds made hereby and, if given or made, such 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 an offer to buy, nor shall there be any sale of the Series 2009A Bonds in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. Capitalized terms not defined on this page shall have the meanings set forth in this Official Statement. The information which is set forth herein has been provided by the Authority and by other sources which are believed to be reliable by the Authority and by the Underwriters, but such information provided by such other sources is not guaranteed as to accuracy or completeness by the Authority or by the Underwriters, and is not intended to be and is not to be construed as a representation by the Authority or the Underwriters. Certain financial, economic and demographic information concerning the County is contained in Appendices A and B to this Official Statement. Such information has been furnished by the County. Certain financial and other information concerning the Company is contained in Appendix C to this Official Statement. The information in the above referenced Appendices has been furnished by the respective entities. Neither the Authority, the Underwriters nor their counsel has confirmed the accuracy or completeness of information relating to the Company, and the Authority, the Underwriters and their counsel disclaim any responsibility for the accuracy or completeness thereof. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Authority, the County or the Company, since the date hereof or any earlier date as of which any information contained herein is given. This Official Statement is submitted in connection with the sale of the Series 2009A Bonds referred to herein and may not be used, in whole or in part, for any other purpose. IN CONNECTION WITH THE OFFERING, THE UNDERWRITERS MAY OVER ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2009A BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME WITHOUT PRIOR NOTICE. The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy of completeness of such information.

7 TABLE OF CONTENTS PAGE INTRODUCTION...1 RENEWABLE ENERGY PROGRAM...3 THE AUTHORITY...5 THE COMPANY...6 DESCRIPTION OF THE SERIES 2009A BONDS...7 General...7 Optional Redemption...7 Notice of Redemption...8 Additional Bonds...8 Book-Entry Only System...9 Discontinuance of Book-Entry Only System...11 SECURITY FOR THE SERIES 2009A BONDS...12 General...12 Company Lease Agreement...13 Local Unit License Agreements...15 County Guaranty...17 Flow of Payments...18 Acceleration...22 SOURCES AND USES OF SERIES 2009A BOND PROCEEDS...23 DEBT SERVICE SCHEDULE...24 PLEDGE OF THE STATE NOT TO LIMIT POWER OF AUTHORITY OR RIGHTS OF BONDHOLDERS...24 LEGALITY FOR INVESTMENT...24 BANKRUPTCY...25 Municipal Bankruptcy...25 Company Bankruptcy...26 NEGOTIABILITY OF THE SERIES 2009A BONDS...26 SERIES 2009A BONDS NOT A DEBT OF THE STATE OF NEW JERSEY...27 LITIGATION...27 The Authority...27 The Company...27 The Series 2009A Local Units...27 The County...27 TAX MATTERS...28 Original Issue Discount...28 APPROVAL OF LEGALITY...29 CREDIT RATING...29 FINANCIAL ADVISOR...29 UNDERWRITING...30 SECONDARY MARKET DISCLOSURE...30 INDEPENDENT AUDITORS...31 APPENDICES...31 MISCELLANEOUS i -

8 APPENDIX A - Certain Information Concerning the County... A-1 APPENDIX B - Audited Financial Statements of the County... B-1 APPENDIX C - Certain Information Concerning the Company... C-1 APPENDIX D - Form of Bond Resolution and Certain Renewable Energy Program Documents... D-1 APPENDIX E - Proposed Form of Approving Legal Opinion... E-1 APPENDIX F - Forms of Continuing Disclosure Agreements... F-1 - ii -

9 OFFICIAL STATEMENT of THE MORRIS COUNTY IMPROVEMENT AUTHORITY (NEW JERSEY) relating to its $21,600,000 County of Morris Guaranteed Renewable Energy Program Lease Revenue Bonds, Series 2009A [Federally Taxable] INTRODUCTION This Official Statement, which includes the cover page, the inside cover page, and the Appendices attached hereto, sets forth certain information concerning the offering by The Morris County Improvement Authority (the Authority ), a public body corporate and politic of the State of New Jersey (the State ), of its $21,600,000 aggregate principal amount of County of Morris Guaranteed Renewable Energy Program Lease Revenue Bonds, Series 2009A (the Series 2009A Bonds ). The Series 2009A Bonds are to be issued pursuant to the county improvement authorities law, constituting Chapter 183 of the Pamphlet Laws of 1960 of the State, as amended and supplemented (the Act ), other applicable law, and that certain bond resolution of the Authority entitled RESOLUTION AUTHORIZING THE ISSUANCE OF COUNTY OF MORRIS GUARANTEED RENEWABLE ENERGY PROGRAM LEASE REVENUE BONDS, SERIES 2009A AND ADDITIONAL BONDS OF THE MORRIS COUNTY IMPROVEMENT AUTHORITY adopted on June 10, 2009, as amended and supplemented by a Certificate of an Authorized Officer of the Authority to be executed in connection with the issuance of the Series 2009A Bonds (collectively, the Bond Resolution ). The Series 2009A Bonds are special and limited obligations of the Authority, payable as to principal, redemption premium, if any, and interest solely from and secured by the Authority s pledge of the Trust Estate to the Trustee (as such terms are hereinafter defined) under the Bond Resolution. The Trust Estate includes, without limitation, (i) the Revenues, (ii) payments made by the County of Morris, New Jersey (the County ) under the County Guaranty (as hereinafter defined) and (iii) the Funds and Accounts (except the (A) Administrative Expense Account or the Costs of Issuance Account of the Administrative Fund or (B) the County Security Fund) defined and established under the Bond Resolution and held by the Trustee. For a full description of the Trust Estate, see SECURITY FOR THE SERIES 2009A BONDS General herein. The Revenues (as defined in the Bond Resolution) include, without limitation, the Basic Lease Payments (as hereinafter defined) to be made by Tioga Solar Morris County 1, LLC (the Company or the Lessee ), a limited liability company created and in good standing under the laws of the State of Delaware, and registered and authorized to do business in the State, under that certain Lease Purchase Agreement (Morris County Renewable Energy Program, Series 2009A) dated as of February 1, 2010 (the Company Lease Agreement ), by and between the Authority, as lessor, and the Company, as lessee. In conjunction with the Company Lease Agreement, the Authority will enter into that certain Power Purchase Agreement (Morris

10 County Renewable Energy Program, Series 2009A) with the Company, dated as of February 1, 2010, for the right and obligation to purchase electricity from the Company (the Power Purchase Agreement ), which right and obligation the Authority shall assign to each of the Series 2009A Local Units (as hereinafter defined). Pursuant to the terms of the Company Lease Agreement, the Company receives certain credits against its obligation to pay the Basic Lease Payments. In particular, the Company receives a credit for, and therefore the Revenues also include, the Power Purchase Price Payments (as hereinafter defined) made by the Series 2009A Local Units to the Trustee for the purchase of electricity under the respective License and Access Agreement (Morris County Renewable Energy Program, Series 2009A), each to be dated as of February 1, 2010 (the Local Unit License Agreements ), by and between each of the respective Series 2009A Local Units, as licensor, and the Authority, as licensee. For a description of the Revenue and the Basic Lease Payments, see SECURITY FOR THE SERIES 2009A BONDS Flow of Payments herein. The payment of the principal of (including Sinking Fund Installments, if any, as defined in the Bond Resolution) and interest on the Series 2009A Bonds (but not any redemption premium) shall be fully, unconditionally, and irrevocably guaranteed by the County pursuant to the County Guaranty. The County has the right, power and obligation to cause the levy of ad valorem taxes upon all the taxable property within the County, without limitation as to rate or amount, if necessary, in order to meet its payment obligations under the County Guaranty. THE SERIES 2009A BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF THE AUTHORITY. NEITHER THE STATE, NOR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE AUTHORITY BUT SOLELY TO THE EXTENT OF THE TRUST ESTATE, AND OTHER THAN THE COUNTY TO THE EXTENT OF THE COUNTY GUARANTY), IS OBLIGATED TO PAY THE PRINCIPAL OF, OR INTEREST ON, THE SERIES 2009A BONDS. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF (OTHER THAN THE COUNTY TO THE EXTENT OF THE COUNTY GUARANTY) IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, OR INTEREST ON, THE SERIES 2009A BONDS. THE AUTHORITY HAS NO TAXING POWER. See SECURITY FOR THE SERIES 2009 A BONDS herein for a more complete description of the pledge of the Trust Estate, including certain provisions of the Bond Resolution, the Company Lease Agreement, the Power Purchase Agreement, the Local Unit License Agreements and the County Guaranty. The Series 2009A Local Units are the initial local governments located in, and including, the County, participating in the County s Renewable Energy Program being implemented through the Authority (the Renewable Energy Program ). The Series 2009A Bonds are being issued to finance the Renewable Energy Projects and the Capital Improvement Projects (as such terms are hereinafter defined) for each of the Series 2009A Local Units. For a more complete description of the Renewable Energy Program, see RENEWABLE ENERGY PROGRAM herein. The balance of the proceeds of the Series 2009A Bonds are being used to (i) reimburse certain Renewable Energy Program development costs paid by (a) the County pursuant to that certain Service Agreement (Renewable Energy Program) dated as of January 1, 2009 (the - 2 -

11 Service Agreement ) between the County and the Authority in connection with the Renewable Energy Program and (b) the Authority, (ii) pay certain fees and costs incurred by or for the Company in connection with the Renewable Energy Program, and (iii) pay the various costs of issuing the Series 2009A Bonds. See SOURCES AND USES OF THE SERIES 2009A BOND PROCEEDS herein. In accordance with the Local Authorities Fiscal Control Law, constituting Chapter 313 of the Pamphlet Laws of 1983 of the State, as amended and supplemented (the Local Authorities Fiscal Control Law ), the Local Finance Board, Division of Local Government Services of the Department of Community Affairs of the State (the Local Finance Board ), has reviewed and held a public hearing regarding the issuance of the Series 2009A Bonds and the adoption and execution of the County Guaranty. By resolution adopted June 10, 2009, the Local Finance Board made favorable findings and recommendations with respect to the Series 2009A Bonds and the County Guaranty in accordance with the Local Authorities Fiscal Control Law. The Authority adopted a resolution on July 15, 2009 acknowledging the Authority members review of the Local Finance Board s findings, and each member of the Authority present at such meeting executed a group affidavit dated July 15, 2009 to such effect. U. S. Bank National Association (the Trustee ) has been appointed to serve as trustee, paying agent and registrar for the Series 2009A Bonds. This Official Statement contains brief descriptions of the Bond Resolution, the County Guaranty, the Company Lease Agreement, the Local Unit License Agreements, and the Power Purchase Agreement (collectively, the Renewable Energy Program Documents ), the Series 2009A Bonds, the Authority, the Company, and the County. A brief description of the County and its financial statements are contained in Appendices A and B hereto. A brief description of the Company is contained in Appendix C hereto. Capitalized words and terms which are used herein which are not ordinarily capitalized and which are not otherwise defined herein shall have the meanings which are assigned to such words and terms in the Bond Resolution. See APPENDIX D - Form of Bond Resolution and Certain Renewable Energy Program Documents herein. The summaries of and references to all documents, statutes, reports and other instruments which are referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to such document, statute, report or instrument. THE RENEWABLE ENERGY PROGRAM At the direction and with the support of the County, as detailed in the Service Agreement, the Authority structured, developed and is in the process of implementing the first phase of the Renewable Energy Program. The Renewable Energy Program provides for the financing, design, permitting, acquisition, construction, installation, operation and maintenance of renewable energy capital equipment and facilities such as solar panels, wind turbines, and hydroelectric, bio-diesel, geothermal, and bio-mass facilities, including any related electrical modifications or other work required or convenient for the installation of such systems (collectively, the Renewable Energy Projects ) for and on behalf of the County and local governmental units within the County, including without limitation municipalities, boards of education for school districts, local authorities and any other local government instrumentalities, - 3 -

12 public bodies or other local government entities (collectively, including the County, the Local Units ). The Renewable Energy Projects procured under the Renewable Energy Program are to be installed on, in, affixed or adjacent to and/or for any Local Unit-controlled buildings, other structures, lands or other properties of the Local Units (collectively, the Local Unit Facilities ). In connection with the financing, design, permitting, acquisition, construction, installation, operation and maintenance of the Renewable Energy Projects, it may be necessary, desirable or convenient to finance, design, permit, acquire, construct, renovate and install certain capital improvements to the Local Unit Facilities, including without limitation, improvements to or replacement of, roofing systems (collectively, the Capital Improvement Projects and together with the Renewable Energy Projects and any Completion Project, the Projects ). The primary goal of the Renewable Energy Program is to expand the use of renewable energy sources available and utilized by the Local Units for their Local Unit Facilities, with the attendant environmental and financial benefits (including their contribution toward the State 2009 Energy Master Plan goal of achieving thirty percent (30%) renewable energy sources by 2020), and to reduce the energy-related operating costs of the Local Units for their Local Unit Facilities, all without obligating the Local Units to pay for the debt service on the Authority bonds (in this initial pool, the Series 2009A Bonds) issued to finance the costs of such Projects. In order to implement the first pool of the Renewable Energy Program, the Authority will apply a portion of the proceeds of the Series 2009A Bonds to finance the respective Renewable Energy Projects and Capital Improvement Projects, if any, on the respective Local Unit Facilities, all as set forth in Exhibits B (i.e., photovoltaic panel and electrical system upgrades), C (i.e., roofing improvements), and A (the roofs and parking lots for nineteen (19) public facilities) to the Local Unit License Agreement for each of the following seven (7) participating Local Units: (i) (ii) Morris County Park Commission and the County; and Boonton Board of Education, Morris Hills Regional District Board of Education, Mountain Lakes Board of Education, Parsippany-Troy Hills Board of Education, and West Morris Regional High School District Board of Education; (each a Series 2009A Local Unit, and collectively, the Series 2009A Local Units ). Pursuant to the Local Unit License Agreement with each Series 2009A Local Unit, the Authority and/or its assignees have the right and obligation to (i) access the Local Unit Facilities of each such Series 2009A Local Unit, most particularly their roofs and electrical systems (the Local Unit License ), (ii) finance, design, permit, acquire, construct, install, operate and maintain the Renewable Energy Projects on, in, affixed or adjacent to, or for the benefit of such Local Unit Facilities, (iii) finance, design, permit, acquire, construct, renovate, and install, the Capital Improvement Projects on, in, affixed or adjacent to, or for the benefit of such Local Unit Facilities, (iv) receive the right to the renewable energy produced from the Renewable Energy Projects financed by the Series 2009A Bonds, and (v) sell all or a portion of the renewable energy produced from such Renewable Energy Projects through the Authority to the respective Series 2009A Local Units, pursuant to an assignment (under each Local Unit License - 4 -

13 Agreement) from the Authority to the Series 2009A Local Units of the Power Purchase Agreement. Under the competitive contracting provisions of the Local Public Contracts Law and the Public Schools Contracts Law constituting Chapter 114 of the Pamphlet Laws of 1977 of the State, as amended and supplemented (the Public Schools Contracts Law ), the Authority has procured the services of the Company to (i) design, permit, acquire, construct, install, operate and maintain the Renewable Energy Projects and (ii) design, permit, acquire, construct, renovate, and install the Capital Improvement Projects, in both cases for the designated Local Unit Facilities of such Series 2009A Local Units, access to which Local Unit Facilities has been obtained from the rights and obligations set forth in the Local Unit License Agreements of the respective Series 2009A Local Units, all of which rights and obligations have been assigned from the Authority to the Company pursuant to the terms of the Company Lease Agreement. The funding for such Projects shall be provided to the Company on a requisition basis from a portion of the proceeds of the Series 2009A Bonds. In accordance with the terms of the Power Purchase Agreement, the Company shall sell to the Authority, for a term of fifteen (15) years, unless extended in accordance with then applicable law, the renewable energy generated from the Renewable Energy Projects for the Series 2009A Local Units for a fixed price per kilowatt hour, as escalated in accordance with the terms thereof (the Power Purchase Price ), which Authority right and obligation to purchase and pay (the Power Purchase Price Payments ) for such renewable energy shall be assigned to the Series 2009A Local Units as part of the Local Unit License Agreements. The Power Purchase Price fixed under the Power Purchase Agreement shall be based, in part, upon the Authority s covenant in the Company Lease Agreement, as nominal owner of the Renewable Energy Projects for State law purposes, to assign to the Company all or a portion of the Authority s rights to the Solar Renewable Energy Certificates (the SRECs ) generated by the Renewable Energy Projects for the Series 2009A Local Units. The structure of the Renewable Energy Program, summarized above, is intended to provide the Series 2009A Local Units with a Power Purchase Price below their existing and anticipated cost of electricity for the term of their Local Unit License Agreements. THE AUTHORITY The Authority was created in accordance with the provisions of the Act and by ordinance of the County Board of Chosen Freeholders duly adopted on April 10, The Authority is a public body corporate and politic, constituting a political subdivision of the State, and was established as an instrumentality exercising public and essential governmental functions to provide for the public convenience, benefit and welfare and shall have perpetual succession. Under the terms of the Act, the Authority has the power, among others, to (i) acquire, construct, renovate and install any Public Facility as such term is defined in the Act, including the Projects for the Series 2009A Local Units, (ii) issue its bonds, notes or other obligations to finance or refinance the costs of such Public Facilities, including the Series 2009A Bonds, and (iii) purchase bonds, bond anticipation notes or other notes or obligations of the Authority out of any funds available therefor

14 The Authority is governed by a five member Board of Commissioners appointed by the County Board of Chosen Freeholders. The current Commissioners and officers are set forth below: MEMBER TITLE EXPIRATION OF CURRENT TERM John Bonanni Chairperson and Commissioner February 1, 2012 Christina Ramirez Vice Chairperson and Commissioner February 1, 2013 Glenn Roe Treasurer and Commissioner February 1, 2011 Ellen M. Sandman Secretary and Commissioner February 1, 2014 Frank T. Pinto, Jr. Assistant Secretary and Commissioner February 1, 2015 The officers of the Authority are appointed by the members of the Authority. The Chairperson, Treasurer, and Assistant Secretary of the Authority are also employees of the County. DeCotiis, FitzPatrick & Cole, LLP, Teaneck, New Jersey, is General Counsel and Bond Counsel to the Authority. The Financial Advisor to the Authority is Acacia Financial Group, Inc., Montclair, New Jersey. For this transaction, (i) NW Financial provided advice with respect to the Renewable Energy Program Documents, and (ii) the joint venture team of (a) Gabel Associates, of Highland Park, New Jersey, (b) Metro Energy Solutions of West Caldwell, New Jersey, and (c) the PMK Group, Inc., a Business Unit of Birdsall Services Group, of Cranford, New Jersey, provided a full range of energy consulting and engineering services to the Authority. THE COMPANY Tioga Solar Morris County 1, LLC, the Company, is a limited liability company created and in good standing under the laws of the State of Delaware, and registered and authorized to do business in the State. It is a wholly-owned subsidiary of Tioga Energy, Inc. ( Tioga ), which is the Company s only member and manager. Tioga has no responsibility for the Company s obligations. Likewise, the Company has no responsibility for Tioga s obligations. Further, the Company has no obligations other than those associated with the Projects for the Series 2009A Local Units as set forth in the Renewable Energy Program Documents. The Company is a special purpose entity, formed for the purpose of contracting with the Authority to design and build the Projects for the Series 2009A Local Units, operate and maintain the Renewable Energy Projects for the Series 2009A Local Units, lease the Renewable Energy Projects from the Authority pursuant to a capital lease/installment sales arrangement as set forth in the Company Lease Agreement, and to sell the renewable energy from the Renewable Energy Projects through the Authority to the Series 2009A Local Units, all as contemplated by the Renewable Energy Program Documents. See RENEWABLE ENERGY PROGRAM herein. The Company s principal assets and liabilities are the rights and obligations under the Renewable Energy Program Documents with the Authority. The Company is managed by Tioga, which will provide the Company s initial operating capital. Pursuant to the Company Lease Agreement, the Company is obligated to deposit certain security with the Trustee for the benefit of the County to secure the Company s performance and - 6 -

15 payment under the Company Lease Agreement. While on deposit with the Trustee, this security is held solely for the benefit of the County and is neither included in the Trust Estate nor otherwise pledged to the Holders. The Company is contracting with SunDurance Energy, LLC ( SunDurance ) to design and construct the Projects for the Series 2009A Local Units. The Company will operate the Renewable Energy Projects for the Series 2009A Local Units, either directly or through one or more operations and maintenance contractors, which may include a Tioga O&M subsidiary company. Summary descriptions of Tioga, SunDurance, and The Conti Group (SunDurance s parent) are included as Appendix C to this Official Statement. General DESCRIPTION OF THE SERIES 2009A BONDS The Series 2009A Bonds shall be dated and bear interest from their date of delivery, payable initially on August 15, 2011, and semiannually thereafter on February 15 and August 15 of each year until final maturity (stated or otherwise), at the interest rates per annum set forth on the inside front cover page of this Official Statement. The Series 2009A Bonds are scheduled to serially mature on August 15 in the years also set forth on the inside front cover page of this Official Statement. The Series 2009A Bonds will be issued as fully registered book-entry bonds, and registered in the name of Cede & Co. ( Cede ), as nominee for The Depository Trust Company, New York, New York ( DTC ), which will act as securities depository for the Series 2009A Bonds under its book-entry only system (the DTC Book-Entry Only System ). An individual purchaser may purchase a Series 2009A Bond in book-entry form (without certificates) in denominations of $5,000, or any integral multiple thereof. Provided DTC, or its nominee Cede, is the registered owner of the Series 2009A Bonds, the principal, redemption premium, if any, of, and interest on, the Series 2009A Bonds will be paid to DTC or Cede, as its nominee. See DESCRIPTION OF THE SERIES 2009A BONDS Book-Entry Only System herein. In the event the Series 2009A Bonds are no longer subject to the DTC Book-Entry Only System, the principal of and redemption premium, if any, on the Series 2009A Bonds will be payable upon surrender of the respective Series 2009A Bonds at a designated corporate trust office of the Paying Agent. Interest on the Series 2009A Bonds will then be paid by check or bank draft mailed by the Paying Agent to the registered owner thereof as of the February 1 and August 1 preceding any interest payment date at their addresses on file with the Bond Registrar. Optional Redemption The Series 2009A Bonds maturing on or before August 15, 2020 shall not be subject to redemption prior to their respective maturity dates. The Series 2009A Bonds maturing on and after August 15, 2021 shall be subject to optional redemption prior to their respective maturity dates, on or after August 15, 2020, upon notice as herein described, either in whole at any time, or in part on any Interest Payment Date, at a Redemption Price equal to one hundred percent (100%) of the principal amount to be redeemed, plus interest accrued to the date of redemption

16 Notice of Redemption When the Series 2009A Bonds have been selected for redemption pursuant to any provision of the Bond Resolution, the Trustee shall give written notice of the redemption of such Series 2009A Bonds in the name of the Authority, which notice shall set forth: (i) the date fixed for redemption, (ii) the Redemption Price to be paid, (iii) the designated office of the Paying Agent at which redemption will occur, (iv) the CUSIP numbers on the Series 2009A Bonds to be redeemed, (v) if less than all of such Series 2009A Bonds shall be called for redemption, the distinctive numbers and letters, if any, of such Series 2009A Bonds to be redeemed, (vi) in the case of Series 2009A Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed, and (vii) except with respect to a mandatory sinking fund redemption, that such redemption is conditioned upon there being on deposit with the Trustee on the date designated for redemption moneys sufficient for the payment of the Redemption Price and the accrued interest to the redemption date. Such notice shall further state that on the redemption date there shall become due and payable the Redemption Price of all Series 2009A Bonds to be redeemed, together with interest accrued thereon to the redemption date, and that, from and after such date, interest thereon shall cease to accrue. If any Series 2009A Bond is to be redeemed in part only, the notice of redemption that relates to such Series 2009A Bond shall state also that on or after the redemption date, upon surrender of such Series 2009A Bond, the Holder thereof shall be entitled to a new Series 2009A Bond or Series 2009A Bonds, bearing interest at the same rate and in aggregate principal amount equal to the unredeemed portion of such Series 2009A Bond. The notice required to be given by the Trustee shall be sent by first class mail to the registered Holders of the Series 2009A Bonds to be redeemed, at their addresses as they appear on the Bond registration books of the Authority, not less than thirty (30) nor more than forty-five (45) days prior to the redemption date. The failure to give notice of the redemption of any Series 2009A Bond or portion thereof to the registered Holder of such Series 2009A Bonds shall not affect the validity of the proceedings for the redemption of any Series 2009A Bonds for which notice of redemption has been given in accordance with the provisions of the Bond Resolution. Additional Bonds Upon the Authority s adoption of a Supplemental Resolution and the amendment of the Company Lease Agreement to adjust and conform the Basic Lease Payment amounts to the principal of and interest on any Series of Additional Bonds, and further, upon compliance with the laws and procedures applicable for issuance of any series of Authority bonds, then one or more Series of Additional Bonds of the Authority may be authorized to be issued pursuant to and in accordance with the terms of the Act either to (i) refund any Bonds (including Additional Bonds) of the Authority, or (ii) raise funds for any Completion Project. After the issuance of the Series 2009A Bonds, and after the authentication and delivery by the Trustee upon original issuance of any Series of Additional Bonds (collectively, the Bonds ), all Additional Bonds shall for all purposes of the Bond Resolution be deemed to constitute Bonds, shall be entitled to the pledge of the Trust Estate provided by this Bond Resolution, and shall have equal rank with the Outstanding Series 2009A Bonds and any Series of Outstanding Additional Bonds previously authenticated and delivered, if any, and such Additional Bonds shall be entitled to the security and benefit of such pledge and of the provisions of the Bond Resolution

17 Book-Entry Only System The following description of DTC, and the procedures and record keeping with respect to beneficial ownership interests in the Series 2009A Bonds, payment of principal, interest and other payments on the Series 2009A Bonds to Direct Participants, Indirect Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interests in such Series 2009A Bonds and other related transactions by and between DTC, the Direct Participants, the Indirect Participants and the Beneficial Owners is based solely on information provided by DTC, and the Authority assumes no responsibility therefor. Accordingly, no representations can be made concerning these matters and neither the Direct Participants, the Indirect Participants nor the Beneficial Owners should rely on the following information with respect to such matters but should instead confirm the same with DTC or the Direct Participants or the Indirect Participants, as the case may be. Information concerning DTC and the Book-Entry Only System has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of, the Authority. DTC will act as the initial securities depository for the Series 2009A Bonds. The Series 2009A Bonds will be issued as fully-registered securities registered in the name of Cede (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 Series 2009A Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. 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, as amended. 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 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. Purchases of Series 2009A Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2009A Bonds on DTC s records. The ownership interest of each actual purchaser of each Series 2009A Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial - 9 -

18 Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2009A 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 Series 2009A Bonds, except in the event that use of the book-entry system for the Series 2009A Bonds is discontinued. To facilitate subsequent transfers, all Series 2009A Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede, or such other name as may be requested by an authorized representative of DTC. The deposit of the Series 2009A Bonds with DTC and their registration in the name of Cede 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 2009A Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2009A 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 of the Series 2009A Bonds within a maturity are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede (nor any other DTC nominee) will consent or vote with respect to any matter related to the Series 2009A 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 Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede s consenting or voting rights to those Direct Participants to whose accounts the Series 2009A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, redemption premium, if any, and interest payments on the Series 2009A Bonds will be made to Cede, 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 Paying Agent on payable dates in accordance with their respective holdings shown on DTC s records. Payments by Direct 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, the Authority or its Paying Agent, if any, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, redemption premium, if any, and interest to Cede (or such other nominee as may be requested by an authorized

19 representative of DTC) is the responsibility of the Authority or its Paying Agent, if any, 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 the Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2009A Bonds at any time by giving reasonable notice to the Authority or its Paying Agent, if any. Under such circumstances, in the event that a successor securities depository is not obtained, physical Series 2009A Bonds 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 such event, physical Series 2009A Bonds will be printed and delivered to the Beneficial Owners. The information in this section concerning DTC and DTC s book-entry system has been obtained from DTC, but the Authority takes no responsibility for the accuracy thereof. THE AUTHORITY OR THE TRUSTEE WILL HAVE NO RESPONSIBILITY OR OBLIGATION, EITHER SINGULARLY OR JOINTLY, TO DIRECT PARTICIPANTS, TO INDIRECT PARTICIPANTS, OR TO ANY BENEFICIAL OWNER WITH RESPECT TO (I) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC, CEDE, ANY DIRECT PARTICIPANT, OR ANY INDIRECT PARTICIPANT; (II) ANY NOTICE THAT IS PERMITTED OR REQUIRED TO BE GIVEN TO THE OWNERS OF THE SERIES 2009A BONDS UNDER THE BOND RESOLUTION; (III) THE SELECTION BY DTC OR ANY DIRECT PARTICIPANT OF ANY PERSON TO RECEIVE PAYMENT IN THE EVENT OF A PARTIAL REDEMPTION OF THE SERIES 2009A BONDS; (IV) THE PAYMENT BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT WITH RESPECT TO THE PRINCIPAL OR REDEMPTION PREMIUM, IF ANY, OR INTEREST DUE WITH RESPECT TO THE SERIES 2009A BONDS; (V) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS THE OWNER OF SERIES 2009A BONDS; OR (VI) ANY OTHER MATTER. Discontinuance of Book-Entry Only System In the event that the Book-Entry Only System is discontinued, the following provisions would apply. The Trustee shall keep the registration books for the Series 2009A Bonds at its principal corporate trust office. Subject to the further conditions contained in the Bond Resolution, the Series 2009A Bonds may be transferred or exchanged for one or more Series 2009A Bonds in different authorized denominations upon surrender thereof at the principal corporate trust office of the Trustee by the registered owners or their duly authorized attorneys. Upon surrender of any Series 2009A Bonds to be transferred or exchanged, the Trustee shall record the transfer or exchange in its registration books, and shall authenticate and deliver new Series 2009A Bonds appropriately registered and in appropriate 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 Trustee shall not be required to effect or register any transfer or exchange of any Series 2009A Bond which has been selected for such redemption. The Authority and the Trustee shall be entitled to treat the registered owners of the Series 2009A Bonds, as their names appear in the registration books as