WELLS FARGO SECURITIES

Transcription

1 OFFICIAL STATEMENT NEW ISSUE- BOOK-ENTRY ONLY RATING: S&P AA+/Stable (See "RATING" herein) In the opinion of Ungaretti & Harris LLP, Chicago, Illinois, Bond Counsel, under present law, interest on the Bonds is not excludable from gross income of the owners thereof for Federal income tax purposes. Holders of the Bonds should consult their tax advisors with respect to the inclusion of interest on the Bonds in gross income for Federal income tax purposes. See "TAX MATTERS" and "BUILD AMERICA BONDS" herein for a more complete discussion. Interest on the Bonds is not exempt from present State of Illinois income taxes. $10,000,000 Taxable Limited Tax General Obligation Bonds, Series 2010A (Build America Bonds - Direct Payment) FOREST PRESERVE DISTRICT OF WILL COUNTY, ILLINOIS $860,000 Taxable Limited Tax General Obligation Bonds, Series 2010B Dated: Date of Delivery Due: December 15, as shown on the inside cover This cover page and the inside cover page contains certain information for general reference only. They are not intended to be a summary of the security or terms of this issue. Investors are advised to read this entire Official Statement to obtain information essential to making an informed investment decision. Capitalized terms used on this cover page not otherwise defined shall have the meanings set forth herein. The Forest Preserve District of Will County, Illinois (the "District"), is issuing its Taxable Limited Tax General Obligation Bonds, Series 2010A (Build America Bonds - Direct Payment) (the "2010A Bonds") and its Taxable Limited Tax General Obligation Bonds, Series 2010B (the "2010B Bonds" and together with the 2010A Bonds, the "Bonds"). The proceeds of the 2010A Bonds will be used to (i) finance a portion of the costs to acquire land and develop land in and for the District, and (ii) pay costs of issuance of the 2010A Bonds. The proceeds of the 2010B Bonds will be used to (i) refinance the District s existing 2007 Early Retirement Incentive (ERI) loan that is currently with the Illinois Municipal Retirement Fund (IMRF) and (ii) to pay costs of issuance of the Bonds. The Bonds will be issued as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Bonds. Purchases of beneficial ownership interests in the Bonds will be made in book-entry only form, in denominations of $5,000 principal amount and integral multiples thereof. Purchasers will not receive certificates representing their ownership interest in the Bonds purchased. Principal and interest on the Bonds will be paid directly to DTC by Wells Fargo Bank, N.A., Chicago, Illinois, as the bond registrar and paying agent for the Bonds. Interest on the Bonds will be payable semi-annually on each June 15 and December 15, commencing June 15, The 2010A Bonds are subject to redemption prior to maturity as described herein. The 2010B Bonds are not subject to redemption prior to maturity. See "THE BONDS - Redemption Prior to Maturity" herein. The Bonds are valid and legally binding upon the Forest Preserve District of Will County, Illinois (the "District"), and all taxable property in the District is subject to the levy of taxes to pay the same without limitation as to rate, but limited as to amount by the provisions of the Property Tax Extension Limitation Law, except that the rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights and by equitable principles, whether considered at law or in equity, including the exercise of judicial discretion. See "BUILD AMERICA BONDS" herein. See "SECURITY FOR THE BONDS" herein. The maturities, amounts, interest rates and prices or yields of the Bonds are set forth on the inside cover. The Bonds are being offered when, as and if issued and received by the Underwriter, subject to the approving opinion of Ungaretti & Harris LLP, Chicago, Illinois, Bond Counsel. Certain legal matters will be passed upon for the District by its counsel, Kavanagh Grumley & Gorbold LLC, Joliet, Illinois, and for the Underwriter by its counsel, Ice Miller LLP, Chicago, Illinois. It is expected that the Bonds will be available for delivery through the facilities of DTC on or about August 19, WELLS FARGO SECURITIES Wells Fargo Securities is the trade name for certain capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank, National Association. August 13, 2010

2 MATURITY SCHEDULE $10,000,000 TAXABLE LIMITED TAX GENERAL OBLIGATION BONDS, SERIES 2010A (BUILD AMERICA BONDS - DIRECT PAYMENT) Interest CUSIP 1 Maturity Amount Rate Price GQ $10,000, % % $860,000 TAXABLE LIMITED TAX GENERAL OBLIGATION BONDS, SERIES 2010B CUSIP 1 Maturity Amount Rate Interest Price GR $210, % % GS , % % GT , % % GU , % % 1 Copyright 2008, American Bankers Association.

3 No dealer, broker, salesperson or other person has been authorized by the Forest Preserve District of Will County, Illinois (the "District") or Wells Fargo Bank, N.A. (the "Underwriter") to give any information or to make any representation with respect to the Bonds, other than those contained in this Official Statement, 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 is neither an offer to sell nor the solicitation of an offer to buy, nor shall there be any sale of the Bonds offered hereby, by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion set forth herein have been furnished by the District and include information from other sources which the District believes to be reliable. Such information is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the Underwriter. Such information and expressions of opinion are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change since the date hereof. This Official Statement should be considered in its entirety. Where statutes, ordinances, resolutions, reports or other documents are referred to herein, references should be made to such statutes, ordinances, resolutions, reports or other documents for more complete information regarding the rights and obligations of parties thereto, facts and opinions contained therein and the subject matter thereof. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities 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. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICES OF THE BONDS OFFERED HEREBY AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENTS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED ON THE INSIDE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICES MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. THE BONDS HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE ORDINANCE BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE BONDS IN ACCORDANCE WITH 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 OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE BONDS OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The District will undertake to provide continuing disclosure on a periodic basis for the benefit of the Bondholders pursuant to the requirements of the Commission's Rule 15c2-12. See "CONTINUING DISCLOSURE" and "THE UNDERTAKING" herein. - i -

4 FOREST PRESERVE DISTRICT OF WILL COUNTY, ILLINOIS West Laraway Road Joliet, Illinois (815) BOARD OF COMMISSIONERS Cory S. Singer, President Deborah A. Rozak, Secretary James A. Blackburn, Jr., Vice President Michael F. Wisniewski, Treasurer Walter G. Adamic Kathleen Konicki Laurie Smith John Anderson Edward Kusta, Jr. Frank D. Stewart Joseph M. Babich Charles E. Maher Jacqueline Traynere Jim Bilotta Sharon May Thomas Weigel Jim Blackburn Laurie McPhillips Stephen M. Wilhelmi Herbert Brooks, Jr. James G. Moustis Denise E. Winfrey Katrina L. Deutsche Deborah A. Rozak Michael F. Wisniewski Ann Dralle Diane H. Seiler Lee Ann Goodson Cory S. Singer Don Gould Brian Smith APPOINTED OFFICIALS Marcella M. DeMauro, Executive Director DIVISION DIRECTORS John Gerl, Administration and Finance Ralph Schultz, Planning and Operations Robert Murphy, Law Enforcement Cynthia Harn, Public Affairs and Education - ii -

5 TABLE OF CONTENTS PAGE INTRODUCTION...1 THE BONDS...2 PLAN OF FINANCE...4 ESTIMATED SOURCES AND USES OF PROCEEDS...5 SECURITY FOR THE BONDS...5 THE DISTRICT...6 THE COUNTY OF WILL, ILLINOIS...11 THE COUNTY OF WILL SOCIOECONOMIC DATA...13 TAX BASE INFORMATION...18 FINANCIAL INFORMATION...23 LITIGATION...27 TAX MATTERS...27 BUILD AMERICA BONDS...27 CONTINUING DISCLOSURE...29 THE UNDERTAKING...30 LEGAL MATTERS...31 RATING...32 UNDERWRITING...32 AFFILIATED PARTIES...32 CERTIFICATION OF THE OFFICIAL STATEMENT...32 MISCELLANEOUS...33 APPENDIX A - Audit Report for Fiscal Year Ended December 31, 2009 APPENDIX B - Forms of Approving Opinions of Bond Counsel APPENDIX C - Book-Entry Only System APPENDIX D - Form of Continuing Disclosure Undertaking - iii -

6 THE FOREST PRESERVE DISTRICT OF WILL COUNTY, ILLINOIS $10,000,000 Taxable Limited Tax General Obligation Bonds, Series 2010A (Build America Bonds - Direct Payment) $860,000 Taxable Limited Tax General Obligation Bonds, Series 2010B INTRODUCTION This Official Statement, including the Appendices, sets forth certain information concerning the issuance and sale by the Forest Preserve District of Will County, Illinois (the "District"), of its Taxable Limited Tax General Obligation Bonds, Series 2010A (Build America Bonds - Direct Payment) (the "2010A Bonds") and its Taxable Limited Tax General Obligation Bonds, Series 2010B (the "2010B Bonds" and together with the 2010A Bonds, the "Bonds"). The Bonds are being issued under and pursuant to an ordinance providing for the issuance of the Bonds duly adopted by the Board of Commissioners of the District (the "Board") on August 12, 2010 (the "Ordinance"). Wells Fargo Bank, N.A., Chicago, Illinois, has been appointed bond registrar and paying agent for the Bonds (the "Bond Registrar") under the Ordinance. The District is a separate body politic and corporate and political subdivision of the State of Illinois (the "State") organized and existing under the Downstate Forest Preserve District Act, 70 Illinois Compiled Statutes 805 (the "Act"). Proceeds of the 2010A Bonds will be used to provide funds to (i) to acquire land and develop land in and for the District, and (ii) pay costs of issuance of the 2010A Bonds. Proceeds of the 2010B Bonds will be used (i) to refinance the District s existing 2007 Early Retirement Incentive (ERI) loan that is currently with the Illinois Municipal Retirement Fund (IMRF), and (ii) to pay costs of issuance of the Bonds. See "PLAN OF FINANCE." The Bonds will be general obligations of the District payable from ad valorem taxes levied on all taxable property in the District without limitation as to rate, but limited as to amount by the provisions of the Property Tax Extension Limitation Law. The Bonds are on a parity with the District's General Obligation Limited Tax Bonds, Series 1998 (the "1998 Bonds"), General Obligation Limited Tax Refunding Bonds, Series 2002B (the "2002B Bonds"), General Obligation Limited Tax Bonds, Series 2007 (the "2007 Bonds") and General Obligation Limited Tax Bonds, Series 2008A (the "2008A Bonds"). In the opinion of Bond Counsel, the rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights and by equitable principles, whether considered at law or in equity, including the exercise of judicial discretion. See "SECURITY FOR THE BONDS." The 2010A Bonds are subject to redemption prior to maturity as described herein. The 2010B Bonds are not subject to redemption prior to maturity. See "THE BONDS Redemption Prior to Maturity." This Official Statement contains statements that, to the extent they are not recitations of historical fact, constitute "forward-looking statements." In this respect, the words "estimate," "project," "anticipate," "expect," "intend" and "believe" and similar expressions are intended to

7 identify forward-looking statements. A number of important factors affecting the financial condition of the District could cause actual results to differ materially from those stated in the forward-looking statements. All references herein to laws, agreements and documents are qualified in their entirety by reference to the definitive forms thereof, and all references to the Bonds are further qualified by reference to the information with respect thereto contained in the Ordinance. All statements, information and statistics herein are believed to be correct but are not guaranteed by the Underwriter or the District, and all expressions of opinion, whether or not expressly so stated, are intended merely as such and not as representations of fact. GENERAL THE BONDS The Bonds will bear interest at the rates per annum and mature in the amounts and on the dates set forth on the inside cover page of this Official Statement. Principal of and interest on the Bonds will be paid as described in APPENDIX C BOOK-ENTRY ONLY SYSTEM, attached hereto. The Bonds are issuable only as fully registered Bonds in denominations of $5,000 and any integral multiples thereof. The Bonds will bear interest (based on a 360-day year of twelve 30-day months) from their date and will be payable semiannually on June 15 and December 15 of each year, commencing June 15, The Bonds, as initially issued, will be dated as of the date of delivery. The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof at the principal corporate trust office of Wells Fargo Bank, N.A., in the City of Chicago, Illinois, which has been appointed as bond registrar and paying agent for the Bonds. Interest on the Bonds shall be payable on each interest payment date to the registered owners of record thereof appearing on the registration books maintained by the District for such purpose at the principal corporate trust office of the bond registrar, as of the close of business on the 15th day next preceding the applicable interest payment date. The Bonds will be issued initially in book-entry only form. See APPENDIX C. REDEMPTION PRIOR TO MATURITY Optional Redemption. The 2010A Bonds are subject to redemption prior to maturity at the option of the District, as a whole, or in part by lot, and upon notice as herein provided, on any business day, at a redemption price equal to the greater of: (A) the principal amount of the 2010A Bonds to be redeemed, or (B) the sum of the present value of the remaining scheduled payments of principal and interest on the 2010A Bonds to be redeemed, not including any portion of those payments of interest accrued and unpaid as of the date such 2010A Bonds are to be redeemed, discounted to the date of redemption of the 2010A Bonds to be redeemed on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 30 basis points, plus accrued and unpaid interest on the 2010A Bonds being redeemed to the date fixed for redemption. "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and - 2 -

8 published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available four business days prior to the redemption date (excluding inflation indexed securities) (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to the maturity date of the 2010A Bonds to be redeemed; provided, however, that if the period from the redemption date to such maturity date is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. The 2010B Bonds are not subject to optional redemption prior to maturity. Mandatory Redemption. The 2010A Bonds maturing on December 15, 2030, will be subject to mandatory redemption, in part by lot, on December 15 of each of the years 2028 through 2030, in the following principal amounts, each constituting a sinking fund installment for the retirement of 2010A Bonds maturing on December 15, 2030: Redemption Date (December 15) Principal Amount 2028 $3,210, ,330, (maturity) 3,460,000 All 2010A Bonds subject to mandatory sinking fund redemption will be redeemed at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest to the redemption date. Whenever 2010A Bonds subject to mandatory sinking fund redemption are redeemed at the option of the District, the principal amount thereof so redeemed will be credited against the unsatisfied balance of future sinking fund installments or final maturity amount in such amounts and against such installments or final maturity amount as shall be determined by the District in the proceedings authorizing such optional redemption or, in the absence of such determination, will be credited against the unsatisfied balance of the applicable sinking fund installments next ensuing, and with respect to which notice of redemption has not yet been given. On or prior to the 60th day preceding any sinking fund installment date, the District may purchase 2010A Bonds subject to mandatory redemption on such sinking fund installment date, at such prices as the District shall determine. Any 2010A Bond so purchased will be credited against the unsatisfied balance of future sinking fund installments in such amounts and against such installments as shall be determined by the District in the proceedings authorizing such purchase or, in the absence of such determination, will be credited against the unsatisfied balance of the applicable sinking fund installments next ensuing, and with respect to which notice of redemption has not yet been given. Partial Redemption. In the event of the redemption of less than all the 2010A Bonds of like maturity, the aggregate principal amount thereof to be redeemed shall be $5,000 or an integral multiple thereof and the bond registrar shall assign to each 2010A Bond of such maturity a distinctive number for each $5,000 principal amount of such 2010A Bond and shall select by lot from the numbers so assigned as many numbers as, at $5,000 for each number, shall equal the principal amount of such 2010A Bonds to be redeemed. The 2010A Bonds to be redeemed shall

9 be the 2010A Bonds to which were assigned numbers so selected; provided that only so much of the principal amount of each 2010A Bond shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. Notice of Redemption. Notice of the redemption of 2010A Bonds shall be mailed not less than 30 days nor more than 60 days prior to the date fixed for such redemption to the registered owners of 2010A Bonds to be redeemed at their last addresses appearing on said registration books. The 2010A Bonds or portions thereof specified in said notice shall become due and payable at the applicable redemption price on the redemption date therein designated, and if, on the redemption date, moneys for payment of the redemption price of all the 2010A Bonds or portions thereof to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, and if notice of redemption shall have been mailed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt thereof by any registered owner) then from and after the redemption date interest on such 2010A Bonds or portions thereof shall cease to accrue and become payable. If there shall be drawn for redemption less than all of a 2010A Bond, the District shall execute and the bond registrar shall authenticate and deliver, upon the surrender of such 2010A Bond, without charge to the owner thereof, in exchange for the unredeemed balance of the 2010A Bond so surrendered, 2010A Bonds of like maturity and of the denomination of $5,000 or any integral multiple thereof. The bond registrar shall not be required to transfer or exchange any 2010A Bond after notice of the redemption of all or a portion thereof has been mailed. The bond registrar shall not be required to transfer or exchange any 2010A Bond during a period of 15 days next preceding the mailing of a notice of redemption that could designate for redemption all or a portion of such 2010A Bond. PLAN OF FINANCE Proceeds of the 2010A Bonds will be used to provide funds to (i) to acquire land and develop land in and for the District, and (ii) pay costs of issuance of the 2010A Bonds. Proceeds of the 2010B Bonds will be used (i) to refinance the District s existing 2007 Early Retirement Incentive (ERI) loan that is currently with the Illinois Municipal Retirement Fund (IMRF) and (ii) to pay costs of issuance of the Bonds

10 ESTIMATED SOURCES AND USES OF PROCEEDS The following table sets forth the estimated sources and uses of funds with respect to the issuance of the Bonds: Series 2010A Series 2010B Sources: Principal Amount of Bonds $10,000, $860, Premium 0 0 Total Sources $10,000, $860, Uses: Deposit to Project Fund $ 9,864, $ 0 ERI Loan Refunding 0 845, Additional Funds 3, Costs of Issuance, including Underwriter's Discount 135, , Total Uses $10,000, $860, SECURITY FOR THE BONDS The Bonds are limited bonds within the meaning of the Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350 (the "Debt Reform Act"). Although the obligation of the District to pay the Bonds is a general obligation under the Act and all taxable property of the District is subject to the levy of ad valorem taxes to pay the Bonds without limitation as to rate, the amount of said taxes that will be extended is limited by the Property Tax Extension Limitation Law, 35 Illinois Compiled Statutes 200/ (the "Property Tax Limitation Law"). The Debt Reform Act provides that the Bonds are payable solely from the debt service extension base of the District, which is an amount equal to that portion of the extension for the District for the 1994 levy year constituting an extension for payment of principal and interest on bonds issued by the District without referendum, but not including alternate bonds issued under Section 15 of the Debt Reform Act or refunding obligations issued to refund or to continue to refund obligations of the District initially issued pursuant to referendum. The Property Tax Limitation Law further provides that the annual amount of taxes to be extended to pay the Bonds and all other limited bonds heretofore or hereafter issued by the District shall not exceed the debt service extension base of the District less the amount extended to pay certain other outstanding nonreferendum bonds of the District. The Bonds will be two of six series of limited tax bonds. Payments on the Bonds will be made on a parity with the District's General Obligation Limited Tax Bonds, Series 1998, General Obligation Limited Tax Refunding Bonds, Series 2002B, General Obligation Limited Tax Bonds, Series 2007 and the General Obligation Limited Tax Bonds, Series Additional limited tax bonds of the District may be issued as provided in the Ordinance relating to the Bonds. The following chart shows the debt service extension base of the District, the debt service payable on the outstanding non-referendum bonds of the District and the Bonds and the coverage available for the payment of the outstanding nonreferendum debt and the Bonds under the available debt service extension base

11 Limited Tax Bonds Year Outstanding Debt Service on Limited Tax Bonds Plus: Net Debt Service on the Bonds Total Debt Service on Limited Tax Bonds Aggregate Debt Service Extension (1) (2) Base Remaining Debt Service Extension Base Capacity (3) 2011 $4,488,588 $779,672 $5,268,260 $5,178,712 ($89,548) (4) ,988, ,668 4,788,656 5,178, , ,989, ,518 4,790,781 5,178, , ,990, ,433 4,788,296 5,178, , ,425, ,316 4,223,179 5,178, , ,423, ,200 3,994,938 5,178,712 1,183, ,426, ,200 3,997,825 5,178,712 1,180, ,424, ,200 3,995,200 5,178,712 1,183, ,426, ,200 3,997,450 5,178,712 1,181, ,423, ,200 3,994,200 5,178,712 1,184, ,424, ,200 3,995,450 5,178,712 1,183, ,424, ,200 3,995,700 5,178,712 1,183, ,423, ,200 3,994,700 5,178,712 1,184, ,426, ,200 3,997,200 5,178,712 1,181, ,425, ,200 3,997,046 5,178,712 1,181, ,424, ,200 3,995,392 5,178,712 1,183, ,422, ,200 3,993,513 5,178,712 1,185, ,781,200 3,781,200 5,178,712 1,397, ,717,845 3,717,845 5,178,712 1,460, ,657,635 3,657,635 5,178,712 1,521,076 (1) (2) (3) (4) Pursuant to Public Act , the District's Debt Service Extension Base will increase by the lesser of the CPI or 5% each year starting with levy year The increase for levy years 2009 and 2010 based on 2008 and 2009 CPI were 0.1% and 2.7%, respectively. Assumed 0.0% CPI growth thereafter. The District's Debt Service Extension Base was certified by the County on August 12, Debt Service on the General Obligation Limited Tax Refunding Bonds, Series 2002B is not subject to the aggregate debt service extension base. The Debt Service Fund for 2010 has a current cash positive balance of over $1 Million which will be reserved for the payment of the Debt Service Extension Base shortfall in The amount of $233,230 is restricted for debt service payments to be made on June 15, 2011 and/or December 15, THE DISTRICT AUTHORITY In 1913, the Illinois General Assembly authorized the creation of forest preserve districts. Section 5 of the Downstate Forest Preserve District Act sets forth the following powers and purposes of forest preserve districts: "Any forest preserve district organized under this Act shall have the power to create forest preserves, and for that purpose shall have the power to acquire in the manner hereinafter provided, and hold lands containing one or more natural forests or parts thereof or land or lands connecting such forests or parts thereof, or lands capable of being forested, or capable of being restored to a natural - 6 -

12 condition, for the purpose of protecting and preserving the flora, fauna, and scenic beauties within such district, and to restore, restock, protect and preserve the natural forests and such lands together with their flora and fauna, as nearly as may be, in their natural state and condition, for the purpose of the education, pleasure, and recreation of the public.. Any such district may also acquire lands along or enclosing water courses, drainage ways, lakes, ponds, planned impoundments or elsewhere which, in the judgment of its Board are required to store flood waters, or control other drainage and water conditions..." GENERAL DESCRIPTION Established by referendum in November, 1926, the District encompasses an area of approximately 845 square miles, and is coterminous with The County of Will, Illinois (the "County"). The County is the southernmost county of the six county Chicago Metropolitan Area. The City of Joliet, county seat of the County, is located 39 miles southwest of Chicago's Loop. The District is bordered on the north by Cook and DuPage Counties, on the south by Kankakee County, on the east by the State of Indiana and on the west by Grundy and Kendall Counties. GOVERNMENT OF THE DISTRICT The County Board is designated by statute as the Board of Commissioners of the District and constitutes the governing body of the District. The President is elected by and from the Board of Commissioners for a two year term and serves as the Chief Executive Officer of the District. The President presides over Board meetings, executes official documents and appoints staff and officers. DISTRICT EMPLOYEES The District employs a total of 120 full-time and 28 part-time employees, including seasonal staff. DEBT STRUCTURE The District's statutory debt limit for general obligation debt is 2.3% of the total Equalized Assessed Valuation of all taxable property located within the boundaries of the District. Based upon the 2009 Equalized Assessed Valuation of the District, the District's statutory debt limit is $500,826,294. The District currently has $188,644,545 of outstanding debt including the Bonds and certain capital leases applicable to this limit. Debt instruments and other items included in the computation for determining outstanding general obligation indebtedness include the principal of outstanding general obligation bonds and any other long-term indebtedness which represents a direct claim against the District's tax receipts. Outstanding debt for which cash and investments are available and applicable to the retirement thereof is deducted for purposes of determining compliance with the debt limit

13 Summary of Outstanding Bonded Debt of the District (as of June 30, 2010) Description Date Issued Original Issue Amount June 30, 2010 Maturity Date G.O. Capital Appreciation Bonds, Series /28/98 $ 6,295,208 $3,685,240 12/01/09-12/01/11 G.O. Bonds, Series 1999A 05/01/99 24,825,000 5,805,000 12/02/01-12/01/10 G.O. Capital Appreciation Bonds, Series 1999B 05/27/99 45,167,000 42,409,305 12/01/08-12/01/18 G.O. Bonds, Series 2005A 06/16/05 79,200,000 73,850,000 12/01/05-12/15/24 G.O. Bonds, Series 2005B 01/04/06 6,600,000 5,825,000 12/15/05-12/15/21 L.T. Bonds, Series /12/07 10,000,000 10,000,000 12/15/24-12/15/27 L.T. Bonds, Series 2008A 01/03/08 30,000,000 30,000,000 12/15/11-12/15/24 G.O. Bonds, Series 2008B 01/03/08 5,000,000 2,010,000 12/15/08-12/15/13 G.O. Bonds, Series /13/09 4,200,000 4,200,000 12/15/25-12/15/28 $211,287,208 $177,784,545 Statutory Debt Limit $500,826,294 Outstanding Debt (including the $188,644,545 Bonds) - 8 -

14 Estimated Direct and Overlapping Governmental Activities Debt Outstanding (As of December 31, 2009) Portion Applicable to the District Taxing District Outstanding Debt Percent Amount Will County $ 1,685,000 (1)(3) % $ 1,685,000 Fire Protection Districts 165,436 (3)(4) % 165,436 Libraries 59,735, % 50,630,789 Municipalities 766,852,125 (2)(3)(7) % 436,461,555 Park Districts 175,068,325 (2)(3)(4) % 64,383,127 School Districts and Colleges 2,721,935,844 (2)(3)(4)(5) % 1,772,742,376 Various Others 27,696,412 (3)(6) % 27,696,412 Estimated Overlapping Governmental Activities Debt $3,753,138,142 $2,353,764,695 Total Direct Debt (Including the Bonds) $ 188,644,545 Total Direct and Estimated Overlapping Governmental Activities Debt $2,542,409,240 *Includes bonds due January 1, 2010 (1) Includes Public Building Commission Revenue Bonds and payable from lease payments secured by ad valorem taxes levied on all taxable property within the County. Includes the Will County portion of the Juvenile Justice Center bonds. (2) Includes original principal amounts of outstanding General Obligation Capital Appreciation Bonds. (3) Excludes principal amounts of outstanding General Obligation Alternate Revenue Source Bonds, which are expected to be paid from sources other than general taxation. (4) Excludes notes, installment contracts, debt certificates, and lease/purchase/loan agreements and self-supporting bonds for which an abatement is filed annually. (5) Includes Public Building Commission Revenue Bonds payable from lease payments secured by ad valorem taxes levied on all taxable property within the District. (6) Includes bonds issued through the IEPA. (7) Excludes Village of Manhattan's SSA's and 07-06, special tax roll bonds. Source: Will County Clerk. District Population (Per Will County Center for Economic 704,463 Development) 2009 Estimated Full Valuation $65,265,168, Equalized Assessed Valuation $21,775,056,261 Estimated Full Value Per Capita $92,645 % Full Per Capita Value Direct General Obligation Debt $188,644, % $268 Direct Debt and Overlapping General Obligation Bonded Debt (Including the Bonds) $2,542,409, % $3,

15 General Obligation Bonded Debt (Principal Only) Year Series 1998 December 1 Series 1999A December 1 Series 1999B December 1 Series 2005A December 15 Series 2005B December 15 Series 2007 December 15 Series 2008A December 15 Series 2008B December 15 Series 2009 December 15 Series 2010A December 15 Series 2010B December 15 Total 2010 $2,636,978 $5,805,000 $3,950,000 $1,395,000 $13,786, ,048,262 $5,021,946 2,100,000 $ 490,000 8,660, ,104,755 1,000,000 2,135, ,000 $210,000 9,774, ,934,500 1,200,000 2,210, , ,000 9,849, ,762,979 1,500,000 2,300, ,000 9,777, ,590,416 1,500,000 1,850, ,000 9,160, ,806,134 1,500,000 1,945,000 8,251, ,663,783 1,500,000 $1,000,000 2,050,000 9,213, ,524,792 1,500,000 1,150,000 2,155,000 9,329, ,000,000 1,200,000 2,265,000 12,465, ,100,000 1,225,000 2,375,000 12,700, ,000,000 1,250,000 2,495,000 13,745, ,000,000 2,620,000 12,620, ,000,000 2,750,000 12,750, ,000,000 $ 530,000 2,360,000 12,890, ,030,000 $1,000,000 4,030, ,155,000 1,000,000 4,155, ,285,000 1,000,000 4,285, ,200,000 $3,210,000 4,410, ,330,000 3,330, ,460,000 3,460,000 Total $3,685,240 $5,805,000 $42,409,305 $73,850,000 $5,825,000 $10,000,000 $30,000,000 $2,010,000 $4,200,000 $10,000,000 $860,000 $188,644,

16 Debt Limit (as of October 30, 2009 and including the Bonds) The District's statutory debt limit is 2.3% of the Equalized Assessed Valuation of all taxable property within the boundaries of the District Equalized Assessed Valuation $21,775,056,261 Statutory Debt 2.3% $ 500,826,294 Total Debt Applicable to Limit (including the Bonds) 188,644,545 Remaining Debt Margin $ 312,181,749 SHORT-TERM DEBT As of the date of the issuance of the Bonds, the District has no anticipation warrants or notes outstanding. HISTORY OF DEBT ADMINISTRATION The District has never issued any obligations to avoid default nor has the District ever defaulted in the payment of any of its bonded indebtedness. GENERAL INFORMATION THE COUNTY OF WILL, ILLINOIS The County was established on January 12, Will County encompasses approximately 845 square miles and is located in the Chicago metropolitan area approximately 22 to 25 miles southwest of downtown Chicago. The County is the fourth most populous county in the State of Illinois and represents approximately 2.8% of the State's population. The County has experienced significant population growth and is expected to continue to grow though at a slower rate. According to the U.S. Census, the County's population increased from 247,825 in 1970 to 324,460 in 1980 and to 357,313 in 1990, an increase in ten years of approximately 9.48%. The County's population in 2000 is reported at 502,266 by the Census, an increase of 40.57% from The Will County Center for Economic Development estimates the County's current population at 704,463. The county seat of the County is the City of Joliet, Illinois. ECONOMIC DEVELOPMENT The Will County Center for Economic Development ("CED") was created by the private sector in 1982 to recession-proof the local economy by diversifying the economic base and by attracting and retaining jobs. More than $25 million has been invested in the CED to underwrite aggressive strategic business development plans that have spurred significant economic growth. The CED has been instrumental in creating over 70,000 new jobs in Will County since There are 20,000 businesses in Will County that employ over 357,753 people. These numbers reflect significant business diversification and international investment. Some key industry clusters and employment:

17 1,418 healthcare companies employing 20, manufacturing companies employing 20, transportation and logistics companies employing 10, scientific research & development companies employing corporate headquarters Other significant growth & investment statistics: Will County s population has more than doubled (adding 372,680 residents) between 1985 and July 2008, increasing from 328,511 to 701,191. (US Census Bureau, July 2008 estimate) Between 1990 and November of 2009, Will County added over 99,063 singlefamily dwelling units. (US Census Bureau) In 2007 Will County exported over $2.6 billion in manufactured products and commodities The total assessed value of all property in Will County in 1985 was $2.81 Billion; the total assessed value in 2007 was $ Billion an increase of over 685%!! Industrial space in square feet in Will County in 2000 was 51.6 million; in the year 2009 it was 129 million square feet an increase of 77.4 million square feet (150%) TRANSPORTATION A network of interstate highways (I-55, I-57, I-80 and I-355) and primary state and federal routes provide Will County with unparalleled access to the Chicago metropolitan area and the nation. In addition, an extension of Interstate Highway I 355 was recently opened and connects Interstate Highways I 55 and I 80 and is expected to result in additional retail, industrial and distribution center facilities. Freight railroads include the Burlington Northern Santa Fe, the Union Pacific, the Chessie System, the Illinois Central, and the Canadian National. Amtrak and a fleet of commuter trains operated by Metra provide passenger service to and from Chicago and beyond. Metra has also expanded its services to the area by extending rail service from New Lenox to Manhattan. The Des Plaines River provides a working route for barge traffic connecting the Great Lakes with the Gulf of Mexico. Commercial air transportation to the world is available at nearby O'Hare and Midway airports. The Lewis University Airport in Will County, operated by the Joliet Regional Port District, accepts corporate aircraft

18 OPEN SPACE There are more than 44,000 acres of recreational and open space in Will County including the 19,000 acres in the Midewin National Tall Grass Prairie, the largest national tall grass prairie east of the Mississippi River. EDUCATION A network of private and public schools serve the K through 12 populations in Will County. The County offers four institutions of higher learning. They are Joliet Junior College (the oldest in the Country), Lewis University, the University of St. Francis and Governors State University. COMMUNITY LIFE Recreational facilities are available to area residents through the Forest Preserve District of Will County. The District contains 55 recreational and preservation areas on over 20,700 acres of land. EMPLOYMENT THE COUNTY OF WILL SOCIOECONOMIC DATA Following is a list of selected large employers located within the area. Major Area Employers (Nongovernment) Location Name Product/Service Approximate Employees Joliet Provena St. Joseph Medical Center Healthcare - Hospital 2,500 Joliet Silver Cross Hospital Healthcare - Hospital 1,800 Joliet Empress Casino Joliet Entertainment - Casino & Hotel 1,756 Joliet Caterpillar, Inc. Manufacturer - Earth Moving 1,500 Joliet Harrah's Joliet Casino & Hotel Entertainment - Casino & Hotel 1,100 Joliet University of St. Francis Education - Colleges & Universities 1,100 Bolingbrook Adventist Bolingbrook Medical Center Healthcare - Hospital 1,001 Bolingbrook Omega Studios, Inc. General Freight Trucking 1,000 Joliet Filtration Group Manufacturing - Filtration Media 900 Romeoville Kehe Food Distributors Supermarkets & Grocery Stores 900 University Park Federal Signal Industrial Systems Manufacturing - Heavy Duty Trucks 850 Bolingbrook Arena Auto Motor Vehicle Wholesalers 800 Joliet Covidian Ambulatory Health Services 800 Crest Hill First Student, Inc. Transportation - School Bus 800 Joliet Comcast Cable Cable Programming 700 Bolingbrook Ulta Beauty Cosmetics & Beauty Supply 700 University Park Applied Systems, Inc. Insurance Agents & Brokers 665 Plainfield Chicago Bridge & Iron Household Goods Repair & Maintenance 600 Joliet Exxon Mobil Corp. Petroleum Bulk Stations & Terminals 600 Source: Will County Center for Economic Development

19 The following tables show employment by industry and by occupation for Will County and the State of Illinois. Employment By Industry Will County State of Illinois Classification Number Percent Number Percent Agriculture, Forestry, Fishing, Hunting, and Mining 1, % 66, % Construction... 27, , Manufacturing... 41, , Wholesale Trade... 13, , Retail Trade... 42, , Transportation, Warehousing and Utilities... 25, , Information... 7, , Finance, Insurance, Real Estate and Rental and Leasing... 26, , Professional, Scientific, Management, Administrative and Waste 33, , Management Services... Educational, Health and Social Services... 64, ,295, Arts, Entertainment and Recreation Services, Accommodation 27, , and Food Services... Other Services (except Public Administration)... 15, , Public Administration... 10, , Totals , % 6,212, % Source: U.S. Bureau of the Census, American Community Survey 3-Year Estimates Employment By Occupation Will County State of Illinois Classification Number Percent Number Percent Management, Professional and Related Occupations , % 2,158, % Service Occupations... 48, ,004, Sales and Office Occupations... 90, ,623, Farming. Forestry and Fishing , Construction, Extraction, Maintenance and Repair Occupations... 34, , Production, Transportation and Material Moving Occupations... 47, , Totals , % 6,212, % Source: U.S. Bureau of the Census, American Community Survey 3-Year Estimates

20 Unemployment Rates Annual Average Unemployment Rates Calendar Year Will County State of Illinois % 4.5% Source: Illinois Department of Employment Security. HOUSING Will County has experienced a significant change in the median value of single-family occupied homes of $89,900 in 1990 to $154,300 in 2000 which is a change of 71.64%. The 2000 Census reported that the median value of Will County's owner-occupied homes was $154,300 for Will County and $130,800 for the State of Illinois. The 2000 market value of specified owner-occupied units for Will County and the State of Illinois was as follows: Specified Owner-Occupied Units Will County State of Illinois Value Number Percent Number Percent Under $50, , % 208, % $50,000 to $99, , , $100,000 to $149, , , $150,000 to $199, , , $200,000 to $299, , , $300,000 to $499, , , $500,000 to $999, , , More than $1,000, , , Total , % 3,315, % Median $245,200 $208,000 Source: U.S. Bureau of the Census, American Community Survey 3-Year Estimates

21 INCOME Per Capita Personal Income for the Highest Ten Income Counties in the State 1... DuPage County...$38, Lake County... 38, McHenry County... 31, Kendall County... 30, Monroe County... 30, Will County... 29, Kane County... 29, Cook County... 29, Sangamon County... 28, Woodford County... 28,111 Source: U.S. Bureau of the Census, American Community Survey 3-Year Estimates area. The following shows a ranking of median family income for the Chicago metropolitan Median Family Income Chicago Metropolitan Area 1. DuPage County... $93, Lake County... 92, McHenry County... 89, Kendall County... 86, Will County... 85, Kane County... 78, Cook County... 65,587 Source: U.S. Bureau of the Census, American Community Survey 3-Year Estimates

22 Will County had a median family income of $85,015 which compares to $68,296 for the State of Illinois. The following table represents the distribution of family incomes for Will County and the State of Illinois. Family Income Distribution Will County State of Illinois Classification Number Percent Number Percent Less than $10, , % 129, % $10,000 to $14, , , $15,000 to $24, , , $25,000 to $34, , , $35,000 to $49, , , $50,000 to $74, , , $75,000 to $99, , , $100,000 to $149, , , $150,000 to $199, , , More than $200, , , Totals , % 3,155, % Median Family Income $85,015 $68,296 Source: U.S. Bureau of the Census, American Community Survey 3-Year Estimates Will County had a median household income of $75,891 which compares to $55,935 for the State of Illinois. The following table represents the distribution of household incomes for Will County and the State of Illinois at the time of the 2000 Census. Household Income Distribution Will County State of Illinois Classification Number Percent Number Percent Less than $10, , % 324, % $10,000 to $14, , , $15,000 to $24, , , $25,000 to $34, , , $35,000 to $49, , , $50,000 to $74, , , $75,000 to $99, , , $100,000 to $149, , , $150,000 to $199, , , More than $200, , , Totals , % 4,751, % Median Household Income $75,891 $55,935 Source: U.S. Bureau of the Census, American Community Survey 3-Year Estimates

23 TAX BASE INFORMATION SUMMARY OF PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION PROCEDURES A separate tax to pay the principal of and interest on the Bonds will be levied on all taxable real property within the District. The information under this caption describes the current procedures for real property assessments, tax levies and collections in Will County, Illinois. There can be no assurance that the procedures described herein will not change. TAX LEVY AND COLLECTION PROCEDURE Local Assessment Officers determine the assessed valuation of taxable real property and railroad property not held or used for railroad operations. The Illinois Department of Revenue assesses certain other types of taxable property, including railroad property held or used for railroad operations. Local Assessment Officers' valuation determinations are subject to review at the county level and then, in general, to equalization by the Department. Such equalization is achieved by applying to each county's assessments a multiplier determined by the Department. The purpose of equalization is to provide a common basis of assessments among counties by adjusting assessments toward the statutory standard of 33-1/3% of fair cash value. Farmland is assessed according to a statutory formula, which takes into account factors such as productivity and crop mix. Taxes are extended against the assessed values after equalization. Property tax levies of each taxing body are filed in the office of the county clerk of each county in which territory of that taxing body is located. The county clerk computes the rates and amount of taxes applicable to taxable property subject to the tax levies of each taxing body and determines the dollar amount of taxes attributable to each respective parcel of taxable property. The county clerk then supplies to the appropriate collecting officials within the county the information needed to bill the taxes attributable to the various parcels therein. After the taxes have been collected, the collecting officials distribute to the various taxing bodies their respective shares of the taxes collected. Taxes levied in one calendar year are due and payable in two installments during the next calendar year. Taxes that are not paid when due, or that are not paid by mail and postmarked on or before the due date, are subject to a penalty of 1-1/2% per month until paid. Unpaid property taxes, together with penalties, interest and costs, constitute a lien against the property subject to the tax. EXEMPTIONS An annual General Homestead Exemption provides that the EAV of Residential Property may be reduced by up to $5,000 for assessment year 2004 through 2007 in all counties. Additionally, the maximum reduction is $5,500 for assessment year 2008 and the maximum reduction is $6,000 for assessment year 2009 and thereafter in all counties. The Homestead Improvement Exemption applies to Residential Properties that have been improved or rebuilt in the 2 years following a catastrophic event. The exemption is limited to $45,000 through December 31, 2003, and $75,000 per year beginning January 1, 2004 and thereafter, to the extent the assessed value is attributable solely to such improvements or rebuilding