THE AUTHORITY HAS NO POWER TO LEVY OR COLLECT TAXES.

New Issue Book-Entry-Only In the opinion of Gibbons P.C., Bond Counsel to the Authority, under existing law, interest on the Refunding Bonds and net gains from the sale of the Refunding Bonds are exempt from the tax imposed by the New Jersey Gross Income Tax Act. However, interest on the Refunding Bonds is includable for Federal income tax purposes in the gross income of the owners thereof. See TAX MATTERS herein. Dated: Date of Delivery $19,410,000 The Bergen County Improvement Authority County Guaranteed Governmental Loan Refunding Revenue Bonds, Taxable Series 2012 (Pooled ERI Unfunded Liability Project) (Federally Taxable) The $19,410,000 aggregate principal amount of County Guaranteed Governmental Loan Refunding Revenue Bonds, Taxable Series 2012 (Pooled ERI Unfunded Liability Project) ( Refunding Bonds ) will be issued by The Bergen County Improvement Authority ( Authority ) as fully registered bonds and, when issued, will be registered in the name of Cede & Co. ( Cede ), as nominee for The Depository Trust Company, New York, New York ( DTC ), an automated depository for securities and clearing house transactions, which will act as securities depository for the Refunding Bonds. Individual purchases will be made in book-entry form (without certificates) in the principal amount of $5,000 or any integral multiple of $1,000 in excess of $5,000. The principal of the Refunding Bonds is payable on March 15 in the years shown below, and interest on the Refunding Bonds is payable semiannually on March 15 and September 15 in each year, commencing September 15, 2012, to the registered owners thereof at their respective addresses as they appear on the registration books of The Bank of New York Mellon, Woodland Park, New Jersey, trustee, bond registrar and paying agent, until the Authority s obligations with respect to payment of the principal of the Refunding Bonds shall be discharged. Provided DTC, or its nominee Cede, is the registered owner of the Refunding Bonds, payments of the principal of, redemption premium, if any, and interest on the Refunding Bonds will be made directly to DTC or its nominee, which is obligated to remit such principal, redemption premium, if any, and interest to Direct Participants (as hereinafter defined). Direct Participants and Indirect Participants (as hereinafter defined) will be responsible for remitting such payments to the beneficial owner of the Refunding Bonds. See DESCRIPTION OF THE REFUNDING BONDS The DTC Book-Entry-Only System herein. The Refunding Bonds are subject to redemption prior to maturity as set forth herein. The Refunding Bonds are being issued pursuant to a bond resolution of the Authority, entitled County Guaranteed Governmental Loan Refunding Revenue Bond Resolution (Pooled ERI Unfunded Liability Project) adopted on March 8, 2012, as amended and supplemented by a resolution of the Authority, entitled Resolution of the Bergen County Improvement Authority With Respect To The Delegation of the Power to Sell And To Award County Guaranteed Governmental Loan Refunding Revenue Bonds, Series 2012 (Pooled ERI Unfunded Liability Project) Of The Authority And to Determine Other Matters Pertaining To Such Revenue Bonds adopted on March 8, 2012, as amended and supplemented by a Certificate of the Chairperson of the Authority to be executed in connection with the issuance of the Refunding Bonds (collectively, the Resolution ), and in accordance with the county improvement authorities law, constituting Chapter 183 of the Pamphlet Laws of 1960 of the State of New Jersey ( State ), as amended and supplemented ( Act ). The Refunding Bonds are being issued to provide funds to make a loan to the County of Bergen, New Jersey (the County ) and certain municipalities and school districts in the County (together with the County, the Series 2012 Local Units ) (i) to fund an escrow the proceeds of which are to be used for the purpose of advance refunding a portion of the Authority s County Guaranteed Governmental Loan Revenue Bonds, Taxable Series 2003A (Pooled ERI Unfunded Liability Project) originally issued in the aggregate principal amount of $31,210,000 (the Refunded Bonds ), which Refunded Bonds were issued to provide funds to make loans to the Series 2012 Local Units to raise funds sufficient to retire the present value of the Series 2012 Local Units respective unfunded accrued liability for early retirement incentive benefits previously granted by the State to each Series 2012 Local Unit; and (ii) to pay certain of the costs of issuance of the Refunding Bonds and the Series 2012 Local Unit Refunding Bonds (as hereinafter defined). The Refunding Bonds will be payable from and are secured by payments made on general obligation refunding bonds of each of the Series 2012 Local Units (each a Series 2012 Local Unit Refunding Bond and, collectively, the Series 2012 Local Unit Refunding Bonds ). The Series 2012 Local Unit Refunding Bonds will be sold to the Authority pursuant to separate Bond Purchase Agreements entered into between the Authority and each of the Series 2012 Local Units. The Series 2012 Local Unit Refunding Bonds shall be direct and general obligations of each of the Series 2012 Local Units. In the opinion of bond counsel to each of the Series 2012 Local Units, each respective Series 2012 Local Unit Refunding Bond is a valid and legally binding obligation of the applicable Series 2012 Local Unit and, unless paid from other sources, is payable from ad valorem taxes levied upon all the taxable property within the jurisdiction of such Series 2012 Local Unit, without limitation as to rate or amount. The Refunding Bonds are further secured by a full, irrevocable and unconditional guarantee ( County Guaranty ) from the County to pay, when due, the principal of and interest (but not the redemption premium) on the Refunding Bonds. The County has the power and the obligation to cause the levy of ad valorem taxes upon all taxable property within the jurisdiction of the County without limitation as to rate or amount for the payment of its obligations under the County Guaranty. See SECURITY FOR THE REFUNDING BONDS herein. THE AUTHORITY HAS NO POWER TO LEVY OR COLLECT TAXES. THE REFUNDING BONDS ARE NEITHER A DEBT NOR LIABILITY OF THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE OTHER THAN THE AUTHORITY (LIMITED SOLELY TO THE PLEDGED PROPERTY) AND THE COUNTY (LIMITED SOLELY TO THE COUNTY GUARANTY WHICH SHALL NOT INCLUDE THE PAYMENT OF REDEMPTION PREMIUM, IF ANY). Interest Interest Year Amount Rate Price Year Amount Rate Price 2013 $ 385,000.430% 100% 2019 $2,120,000 2.358% 100% 2014 2,260,000.620 100 2020 2,300,000 2.659 100 2015 2,380,000.838 100 2021 2,500,000 2.959 100 2016 2,510,000 1.237 100 2022 400,000 3.109 100 2017 2,020,000 1.637 100 2023 365,000 3.259 100 2018 2,170,000 2.108 100 Rating: See CREDIT RATING herein. Due: March 15, as shown below This cover page includes certain information for reference only and is not a summary of matters set forth herein. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. The Refunding Bonds are offered for delivery when, as and if issued and delivered to the Underwriter, subject to the approval of legality by Gibbons, P.C., Newark, New Jersey, Bond Counsel to the Authority. Certain legal matters concerning the Series 2012 Local Unit Refunding Bonds will be passed upon by bond counsel to each of the Series 2012 Local Units. Certain legal matters will be passed upon for the Authority by its General Counsel, Thomas H. Bruinooge, Esquire, Rutherford, New Jersey, and for the Underwriter by Inglesino, Pearlman, Wyciskala & Taylor, LLC, Parsippany, New Jersey. Gates Capital Corporation, New York, New York has acted as financial advisor to the Authority in connection with the issuance of the Refunding Bonds. It is expected that the Refunding Bonds in definitive form will be available for delivery on or about May 17, 2012 to DTC in New York, New York, or such other place as agreed to by the Authority. Dated: May 1, 2012

THE BERGEN COUNTY IMPROVEMENT AUTHORITY MEMBERS AND PROFESSIONALS MEMBERS Philip Wilson, Chairperson Kenneth Corcoran, Vice Chair Louis L. D Arminio, Esq. Thomas E. Mason, Jr., Esq. Elizabeth Randall, Esq. GENERAL COUNSEL Thomas H. Bruinooge, Esquire Rutherford, New Jersey FINANCIAL ADVISOR Gates Capital Corporation New York, New York BOND COUNSEL Gibbons, P.C. Newark, New Jersey

No broker, dealer, salesman or other person has been authorized by the Authority or by the Underwriter to give any information or to make any representations, other than those contained in this Official Statement, in connection with the offering of the Refunding 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 Refunding Bonds in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information which is set forth herein has been provided by the Authority, the County and certain of the other Series 2012 Local Units and by other sources which are believed to be reliable by the Authority and by the Underwriter, but such information provided by such other sources is not guaranteed as to accuracy or completeness by the Authority or by the Underwriter, and is not intended to be and is not to be construed as a representation by the Authority or the Underwriter. 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, economic and demographic information concerning certain of the Series 2012 Local Units (other than the County) is contained in Appendix C to this Official Statement. Such information has been furnished by such Series 2012 Local Units (other than the County). None of the Authority, the Underwriter nor their respective counsel have confirmed the accuracy or completeness of information relating to the County and certain of the other Series 2012 Local Units, and the Authority, the Underwriter and their respective 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 certain of the other Series 2012 Local Units 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 Refunding Bonds referred to herein and may not be used, in whole or in part, for any other purpose. IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE REFUNDING 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 Underwriter has 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 Underwriter does not guarantee the accuracy or completeness of such information.

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TABLE OF CONTENTS Page INTRODUCTION... 1 THE LOANS...3 THE REFUNDING PLAN...3 ESTIMATED SOURCES AND USES OF REFUNDING BOND PROCEEDS... 4 DESCRIPTION OF THE REFUNDING BONDS...5 General... 5 Book-Entry-Only System... 5 Discontinuation of Book-Entry-Only System... 7 Redemption of Refunding Bonds... 8 Notice of Redemption... 8 SECURITY FOR THE REFUNDING BONDS...9 General... 9 Series 2012 Local Unit Purchase Agreements... 9 Obligation of the Series 2012 Local Units... 9 Additional Security for the Series 2012 Local Unit Refunding Bonds Issued by the County For the Purposes of the County Vocational School and Issued by Other School Districts... 10 County Guaranty... 11 THE AUTHORITY...11 SUMMARY OF CERTAIN PROVISIONS FOR THE PROTECTION OF GENERAL OBLIGATION DEBT OF NEW JERSEY MUNICIPALITIES, COUNTIES AND SCHOOL DISTRICTS... 12 Local Bond Law (N.J.S.A. 40A:5-1 et seq.)... 12 Debt Limits... 12 SCHOOL DISTRICTS... 15 Levy and Collection of Taxes... 16 Budgets and Appropriations (N.J.S.A. 18A:22-1 et seq., as amended by N.J.S.A. 18A:7A-1 et seq.)... 16 Limitation of Increase in the Net Current Expense Budget... 16 Annual Audit (N.J.S.A. 18A:23-1 et seq.)... 17 Issuance of Debt (N.J.S.A. 18A:24-1 et seq.).... 17 Temporary Financing (N.J.S.A. 18A:24-3)... 17 Debt Limitation (N.J.S.A. 18A:24-19)... 18 Exceptions to Debt Limitation (N.J.S.A. 18A:24-20)... 18 Capital Lease Financing...18 Energy Savings Obligations...18 PLEDGE OF THE STATE NOT TO LIMIT POWER OF AUTHORITY OR RIGHTS OF BONDHOLDERS...18 LEGALITY FOR INVESTMENT... 19 LITIGATION... 19 The Authority... 19 The Series 2012 Local Units... 19 The County...19 TAX MATTERS... 20 Federal Tax Matters...20 State Taxation...21 APPROVAL OF LEGALITY... 21 CREDIT RATING...22 UNDERWRITING... 22 SECONDARY MARKET DISCLOSURE... 22 County Obligation to Provide Continuing Disclosure... 22 i

Obligated Series 2012 Local Unit Obligation to Provide Continuing Disclosure... 23 Authority Obligation to Provide Continuing Disclosure... 25 VERIFICATION OF MATHEMATICAL COMPUTATIONS...27 APPENDICES... 27 MISCELLANEOUS... 27 APPENDIX A - General Information Concerning the County APPENDIX B - Audited Financial Statements of the County APPENDIX C - General Information Concerning Certain Other Series 2012 Local Units APPENDIX D - Summary of Certain Provisions of the Resolution, the Series 2012 Local Unit Refunding Bonds and the Series 2012 Local Unit Purchase Agreements APPENDIX E - Proposed Form of Approving Legal Opinion ii

OFFICIAL STATEMENT of THE BERGEN COUNTY IMPROVEMENT AUTHORITY Relating to its $19,410,000 County Guaranteed Governmental Loan Refunding Revenue Bonds, Series 2012 (Pooled ERI Unfunded Liability Project) (Federally Taxable) INTRODUCTION This Official Statement, which includes the cover page and the Appendices attached hereto, is furnished by The Bergen County Improvement Authority ( Authority ), a public body corporate and politic of the State of New Jersey ( State ), to provide certain information relating to participating local governmental units, consisting of the County of Bergen, New Jersey (the County ) and certain municipalities and school districts located within the County (each a Series 2012 Local Unit and, collectively, the Series 2012 Local Units ), as described under THE LOANS herein, and the $19,410,000 aggregate principal amount of the County Guaranteed Governmental Loan Refunding Revenue Bonds, Series 2012 (Pooled ERI Unfunded Liability Project) (Federally Taxable) ( Refunding Bonds ) to be issued by the Authority. The Refunding 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 ( Act ), and a bond resolution of the Authority, entitled County Guaranteed Governmental Loan Refunding Revenue Bond Resolution (Pooled ERI Unfunded Liability Project) adopted on March 8, 2012, as amended and supplemented by a resolution of the Authority, entitled Resolution of the Bergen County Improvement Authority With Respect To The Delegation of the Power to Sell And To Award Governmental Loan Refunding Revenue Bonds, Series 2012 (Pooled ERI Unfunded Liability Project) Of The Authority And to Determine Other Matters Pertaining To Such Revenue Bonds adopted on March 8, 2012, as amended and supplemented by a Certificate of the Chairperson of the Authority to be executed in connection with the issuance of the Refunding Bonds (collectively, the Resolution ). The Authority has heretofore issued its $31,210,000 County Guaranteed Governmental Loan Revenue Bonds, Taxable Series 2003A (Pooled ERI Unfunded Liability Project) (the Series 2003A Bonds ), a portion of which will be refunded with the proceeds of the Refunding Bonds. That portion of the Series 2003A Bonds which shall be refunded shall hereinafter be referred to as the Refunded Bonds ). See, The Refunding Plan herein. The Refunding Bonds constitute direct and special obligations of the Authority and are secured only by those revenues of the Authority which are derived by the Authority from the loan repayments made by the Series 2012 Local Units ( Series 2012 Local Unit Repayments ) pursuant to the Series 2012 Local Unit Refunding Bonds (as hereinafter defined) purchased by the Authority pursuant to the Series 2012 Local Unit Purchase Agreements (as hereinafter defined). The Series 2012 Local Unit Repayments made pursuant to the Series 2012 Local Unit Refunding Bonds are pledged by the Authority for the payment of the principal of, redemption premium, if any, and interest on the Refunding Bonds. In the opinion of bond counsel to each of the Series 2012 Local Units, each respective Series 2012 Local Unit Refunding Bond is a valid and legally binding general obligation of the Series 2012 Local Unit and, unless paid from other sources, is payable from ad valorem taxes levied upon all taxable property within the jurisdiction of such Series 2012 Local Unit, without limitation as to rate or amount. See SECURITY FOR THE REFUNDING BONDS--Obligation of the Series 2012 Local Units herein. The payment of the principal of and interest (but not the redemption premium) on the Refunding Bonds are further secured by a full, unconditional and irrevocable guaranty in accordance with (i) the terms of 1

a guaranty ordinance of the County finally adopted by the Board of Chosen Freeholders of the County ( Board ) on February 15, 2012; and (ii) by a guaranty certificate to be executed by an authorized officer of the County on each Refunding Bond (collectively, the County Guaranty '), all pursuant to Section 37 of the Act (N.J.S.A. 40:37A-80) and other applicable law, payments by the County under which shall also be included as part of the Pledged Property applicable solely to the Refunding Bonds pledged by the Authority to the Trustee under the Resolution. The County has the power and the obligation to cause the levy of ad valorem taxes upon all the taxable property within the jurisdiction of the County without limitation as to rate or amount for the payment of its obligations under the County Guaranty. See SECURITY FOR THE REFUNDING BONDS--County Guaranty herein for a discussion of the County Guaranty. In accordance with the Local Authorities Fiscal Control Law, constituting Chapter 313 of the Pamphlet Laws of 1983 of the State, the Local Finance Board, Division of Local Government Services of the State Department of Community Affairs ( Local Finance Board ), has reviewed the issuance of the Refunding Bonds, the County Guaranty and the Series 2012 Local Unit Refunding Bonds and, by resolutions dated January 11, 2012 and February 8, 2012, made favorable findings and recommendations with regard to the Refunding Bonds and the County Guaranty and approvals with respect to the Series 2012 Local Unit Refunding Bonds. The Bank of New York Mellon, Woodland Park, New Jersey ( Trustee, Paying Agent and Registrar ) has been appointed to serve as trustee, paying agent and registrar for the Refunding Bonds. The Refunding Bonds are being issued to provide funds to the Authority to make a loan to the Series 2012 Local Units for (i) the funding of an escrow, the proceeds of which are to be used for the purpose of refunding a portion of the Authority s outstanding Series 2003A Bonds, specifically a portion of the Series 2003A Bonds maturing on March 15 of each of the years 2014 through 2018 and in 2022, inclusive (the Refunded Bonds ) and (ii) paying certain costs incurred in connection with the issuance of the Refunding Bonds and the Series 2012 Local Unit Bonds. Copies of the Resolution, the County Guaranty and the Series 2012 Local Unit Purchase Agreements are on file in the offices of the Authority in Hackensack, New Jersey and at the corporate trust office of the Trustee in Woodland Park, New Jersey, and reference is made to such documents for the provisions relating to, among other things, the terms of and the security for the Refunding Bonds, the custody and application of the proceeds of the Refunding Bonds, the rights and remedies of the Holders of the Refunding Bonds, and the rights, duties and obligations of the Authority, the County (for purposes of the County Guaranty), the Series 2012 Local Units and the Trustee. This Official Statement contains brief descriptions of the Refunding Bonds, the Resolution, the County Guaranty, the Series 2012 Local Unit Purchase Agreements and the Authority. A brief description of the County and its financial statements are contained in Appendices A and B hereto and a brief description of certain of the other Series 2012 Local Units is contained in Appendix C hereto. The Series 2012 Local Units that have been included in Appendix C hereto are those Local Units (other than the County) which will make debt service payments in 2012 or 2013 with respect to their Local Unit Refunding Bonds which equal or exceed ten percent (10%) of the debt service scheduled to be paid with respect to the Refunding Bonds in such calendar years. The description of such Series 2012 Local Units has been furnished by said Local Units, and none of the Authority, the Underwriter, nor their respective counsel have confirmed the accuracy or completeness of information relating to the Series 2012 Local Units, and the Authority, the Underwriter and their respective counsel disclaim any responsibility for the accuracy or completeness thereof. 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 Resolution. 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. 2

THE LOANS The Series 2012 Loans The Refunding Bonds are being issued to make a loan to each of the Series 2012 Local Units (each a Series 2012 Local Unit Loan ). The Series 2012 Local Units will apply the proceeds of the Series 2012 Local Unit Loans to (i) refinance the Refunded Bonds and (ii) pay certain of the costs of issuance of the Refunding Bonds and the Series 2012 Local Unit Refunding Bonds. The Series 2012 Local Unit Loans will be made pursuant to separate bond purchase agreements entered into by and between the Authority and each of the Series 2012 Local Units (each a Series 2012 Local Unit Purchase Agreement and, collectively, the Series 2012 Local Unit Purchase Agreements ). Pursuant to the Series 2012 Local Unit Purchase Agreements and in accordance with applicable law, each Series 2012 Local Unit will issue and sell its general obligation refunding bond (each a Series 2012 Local Unit Refunding Bond and, collectively, the Series 2012 Local Unit Refunding Bonds ) to the Authority in the principal amounts shown below. The Series 2012 Local Unit Refunding Bonds will be purchased by the Authority and the Series 2012 Local Unit Repayments will be pledged by the Authority to secure the Refunding Bonds. A default by a Series 2012 Local Unit under its Series 2012 Local Unit Refunding Bond will not cause a default under the Series 2012 Local Unit Refunding Bonds of non-defaulting Series 2012 Local Units. See APPENDIX D - SUMMARY OF CERTAIN PROVISIONS OF THE SERIES 2012 LOCAL UNIT REFUNDING BONDS AND SERIES 2012 LOCAL UNIT PURCHASE AGREEMENTS herein. Series 2012 Local Unit Bergen County Bergen County on behalf of the County Board of Social Services Bergen County on behalf of the County Vocational School Borough of Bogota Borough of Dumont Borough of Edgewater Borough of Englewood Cliffs Borough of Fairview City of Hackensack Allendale Board of Education City of Englewood Board of Education North Arlington Board of Education Palisades Park Board of Education TOTAL Series 2012 Local Unit Refunding Bond Amount $9,744,000 941,000 876,000 427,000 882,000 385,000 804,000 416,000 520,000 586,000 1,076,000 1,926,000 827,000 $19,410,000 THE REFUNDING PLAN The Refunding Bonds are being issued to effect the refunding of the Refunded Bonds pursuant to the Authority s refunding plan (the Refunding Plan ). The Refunding Plan calls for the refunding of the Refunded Bonds, together with the interest payable thereon to March 15, 2013, the earliest date set for optional redemption of the Refunded Bonds. A portion of the proceeds of the Refunding Bonds are to be applied to the purchase of direct obligations of the United States of America (the Government Obligations ), which together with the 3

cash remaining after the purchase of the Government Obligations will be sufficient to make payments when due of principal of, interest on, and redemption premium payable with respect to the Refunded Bonds. The Government Obligations (together with the cash remaining after the purchase of the Government Obligations) are required to be held in a separate escrow fund (an Escrow Deposit Trust Fund ) by The Bank of New York Mellon, as Escrow Agent, pursuant to the terms of an escrow deposit trust agreement with the Authority for the Refunded Bonds (an Escrow Deposit Trust Agreement ). The Refunding Plan calls for the Escrow Agent, pursuant to the Escrow Deposit Agreement, to pay, from the Escrow Deposit Fund, when due, interest on the Refunded Bonds through and including the redemption dates and, in accordance with the terms of the Refunded Bonds, respectively, to call the Refunded Bonds for early redemption (at a Redemption Price of 100% of the principal amount thereof plus accrued interest to the date of redemption as set forth in the Refunded Bonds) on the first optional redemption date as set forth in the Refunded Bonds. Subsequent to the delivery of the Refunding Bonds, $1,720,000 aggregate principal amount of the Series 2003A Bonds will remain outstanding, which Series 2003A Bonds will be fully amortized on March 15, 2013. The holders of the Refunded Bonds will have a lien on all cash and securities in the Escrow Deposit Trust Fund established with respect to that series. Upon payment of all of the Refunded Bonds, the Escrow Deposit Trust Agreement, subject to certain conditions precedent, shall terminate. The maturing Government Obligations together with interest earnings thereon and cash held in the Escrow Deposit Trust Fund will be verified to be sufficient to meet all required payments of principal of, interest on, and redemption premium payable with respect to the Refunded Bonds. See VERIFICATION OF MATHEMATICAL COMPUTATIONS herein. ESTIMATED SOURCES AND USES OF REFUNDING BOND PROCEEDS Sources of Funds Principal Amount of Refunding Bonds $19,410,000 Total Sources of Funds $19,410,000 Uses of Funds Deposit to Escrow Fund $19,045,505 Costs of Issuance * 364,495 Total Uses of Funds $19,410,000 * Such costs include the Underwriter's discount, legal, printing, financial advisory and fiduciary expenses incurred in connection with the issuance of the Refunding Bonds and the Series 2012 Local Unit Refunding Bonds. 4

DESCRIPTION OF THE REFUNDING BONDS General The Refunding Bonds are to be issued in the aggregate principal amount of $19,410,000. The Refunding Bonds shall be dated and bear interest from their date of issuance, payable initially on September 15, 2012 and semiannually thereafter on March 15 and September 15 of each year, at the rates per annum and mature as set forth on the front cover page of this Official Statement. The Refunding Bonds will be issued as fully registered book-entry bonds, and registered in the name of and held by Cede & Co. ( Cede ), as nominee for the Depository Trust Company, New York, New York ( DTC ), which will act as securities depository for the Refunding Bonds under its book-entry-only system. An individual purchaser may purchase a Refunding Bond in book-entry only form, without certificates, in denominations of $5,000, or any integral multiple of $1,000 in excess of $5,000. Provided DTC, or its nominee Cede, is the Registered Owner of the Refunding Bonds, the principal of and interest on the Refunding Bonds will be paid to DTC or Cede, as its nominee. See Book-Entry-Only System below. In the event the Refunding Bonds are no longer subject to the DTC Book-Entry-Only System, the principal and redemption premium, if any on the Refunding Bonds will be payable upon surrender of the Refunding Bonds at a designated corporate trust office of the Paying Agent. Interest on the Refunding Bonds will then be paid by check or bank draft mailed by the Paying Agent to the registered owner thereof as of the March 1 and September 1 preceding any interest payment date at their addresses on file with the Registrar. Book-Entry-Only System The description which follows of the procedures and record keeping with respect to beneficial ownership interests in the Refunding Bonds, payment of principal and interest, and other payments on the Refunding Bonds to DTC Participants or Beneficial Owners (as such terms are defined or used herein), confirmation and transfer of beneficial ownership interests in the Refunding Bonds and other related transactions by and between DTC, DTC Participants and Beneficial Owners, is based on certain information furnished by DTC to the Authority. Accordingly, the Authority does not make any representations concerning these matters. DTC will act as securities depository for the Refunding Bonds. The Refunding Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered bond certificate will be issued for each issue of Refunding Bonds, each in the aggregate principal amount of such issue, 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. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-u.s. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through 5

or maintain a custodial relationship with a Direct Participant, either directly or indirectly ( Indirect Participants ). DTC has a Standard & Poor s rating of AA+. The DTC rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. Purchases of Refunding Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Refunding Bonds on DTC s records. The ownership interest of each actual purchaser of each Refunding Bond ( Beneficial Owner ) is in turn to be recorded on the Direct and Indirect Participants records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the 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 Refunding 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 Refunding Bonds, except in the event that use of the book-entry system for the Refunding Bonds is discontinued. To facilitate subsequent transfers, all Refunding Bonds deposited by Direct Participants with DTC are registered in the name of DTC s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Refunding Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Refunding Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Refunding Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Refunding Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Refunding Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Refunding Bond documents. Beneficial Owners of the Refunding Bonds may wish to ascertain that the nominee holding the Refunding Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Refunding Bonds within an issue are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Refunding 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 & Co. s consenting or voting rights to those Direct Participants to whose accounts the Refunding Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments and redemption proceeds, if any, on the Refunding Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC. DTC s practice is to credit Direct Participants accounts upon DTC s receipt of funds and corresponding detail information from the Authority or the Trustee, on the payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in street name, and will be the responsibility of such Participant and not of DTC, nor its nominee, the Trustee or the Authority, subject to any 6

statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest and redemption proceeds, if any, to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Refunding Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Refunding Bond certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Refunding Bond certificates will be printed and delivered. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof. Discontinuation of Book-Entry-Only System In the event that the book-entry-only system is discontinued and the Beneficial Owners become registered owners of the Refunding Bonds, the following provisions apply: (i) the Refunding Bonds may be exchanged for an equal aggregate principal amount of Refunding Bonds in other authorized denominations and of the same maturity, upon surrender thereof at the principal corporate trust office of the Trustee; (ii) the transfer of any Refunding Bonds may be registered on the books maintained by the Paying Agent for such purposes only upon the surrender thereof to the Trustee together with the duly executed assignment in form satisfactory to the Authority and the Trustee; and (iii) for every exchange or registration of transfer of Refunding Bonds, the Trustee may make a charge sufficient to reimburse for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer of the Refunding Bonds. NEITHER THE AUTHORITY NOR THE TRUSTEE WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO ANY DIRECT PARTICIPANT, INDIRECT PARTICIPANT OR BENEFICIAL OWNER OR OTHER PERSON WITH RESPECT TO: (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT; (2) THE PAYMENT BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER; (3) THE DELIVERY BY DTC OR ANY DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY REDEMPTION OR OTHER NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED UNDER THE TERMS OF THE RESOLUTION TO BE GIVEN TO HOLDERS OF THE REFUNDING BONDS; OR (4) ANY OTHER ACTION TAKEN BY DTC OR CEDE AS REGISTERED OWNER OF THE REFUNDING BONDS. THE CURRENT RULES APPLICABLE TO DTC ARE ON FILE WITH THE FEDERAL SECURITIES AND EXCHANGE COMMISSION, AND THE CURRENT PROCEDURES OF DTC TO BE FOLLOWED IN DEALING WITH DTC DIRECT PARTICIPANTS ARE ON FILE WITH DTC. 7

Redemption of Refunding Bonds Make-Whole Redemption. The Refunding Bonds are subject to redemption prior to maturity at the option of the Authority at any time, in whole or in part, on any Business Day at the Make-Whole Redemption Price. "Make-Whole Redemption Price" means the greater of: (i) 100% of the principal amount of the Refunding Bonds to be redeemed and (ii) the sum of the present value of the remaining scheduled payments of principal and interest on the Refunding Bonds to be redeemed to the maturity date of such Refunding Bonds, not including any portion of those payments of interest accrued and unpaid as of the date on which such Refunding Bonds are to be redeemed, discounted to the date on which such Refunding Bonds are to be redeemed on a semi-annual basis, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate plus 15 basis points, plus accrued and unpaid interest on the Refunding Bonds to be redeemed on the redemption date. "Treasury Rate" means, with respect to any redemption date for a particular Refunding Bond, the yield to maturity as of such redemption date of the United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available five (5) 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 stated maturity date of the Refunding Bonds to be redeemed; provided, however, that if the period from the redemption date to the stated maturity date is less than one year, the weekly average yield on the actually traded United States Treasury securities adjusted to a constant maturity of one year will be used. Notice of Redemption When the Refunding Bonds have been selected for redemption pursuant to any provision of the Resolution, the Authority shall give written notice to the Trustee of its election or direction to so redeem at least fifty (50) days prior to the redemption date or such shorter period as shall be agreed to in writing by the Trustee. Upon receipt of the notice of redemption given by the Authority, the Trustee shall give written notice of the redemption of such Refunding 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) that such Refunding Bonds will be redeemed at the principal office of the Paying Agent, (iv) if less than all of such Refunding Bonds shall be called for redemption, the distinctive numbers and letters, if any, of such Refunding Bonds to be redeemed, and (v) in the case of Refunding Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. Such notice shall further state that on the redemption date there shall become due and payable the Redemption Price of all Refunding 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 Refunding Bond is to be redeemed in part only, the notice of redemption that relates to such Refunding Bond shall state also that on or after the redemption date, upon surrender of such Refunding Bond, the Holder thereof shall be entitled to a new Refunding Bond or Refunding Bonds of like Series, bearing interest at the same rate and in aggregate principal amount equal to the unredeemed portion of such Refunding Bond. The notice required to be given by the Trustee shall be sent by registered mail to the registered Holders of the Refunding 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 Refunding Bond or portion thereof to the registered Holder of such Refunding Bonds shall not affect the validity of the proceedings for the redemption of any Refunding Bonds for which notice of redemption has been given in accordance with the provisions of the Resolution. 8

SECURITY FOR THE REFUNDING BONDS General The Refunding Bonds constitute direct and special obligations of the Authority. The Refunding Bonds are solely secured by the pledge of the Pledged Property which includes the Series 2012 Local Unit Refunding Bonds, the Funds which are established and created under the Resolution for the Refunding Bonds and which are held by the Trustee under the terms of the Resolution, and all other moneys, securities or funds pledged for the payment of the principal or Redemption Price of, and interest on the Refunding Bonds in accordance with the terms and provisions of the Resolution. See APPENDIX D - SUMMARY OF CERTAIN PROVISIONS OF THE RESOLUTION hereto. The Refunding Bonds are secured by the County Guaranty, a full, irrevocable and unconditional guarantee from the County, to pay, when due, the principal of and interest (but not the redemption premium) on the Refunding Bonds. The County has the power and the obligation to cause the levy of ad valorem taxes upon all taxable property within the jurisdiction of the County without limitation as to rate or amount for the payment of its obligations under the County Guaranty. The Authority has no power to levy or collect taxes. The Refunding Bonds are neither a debt nor a liability of the State or any political subdivision of the State other than the Authority (limited solely to the Pledged Property) and the County (limited solely to the County Guaranty which shall not include the payment of redemption premium, if any). The provisions of the Refunding Bonds and the Resolution are deemed to be and do constitute contracts by and among the Authority, the Trustee and the registered owners, from time to time, of the Refunding Bonds and the security interest which is granted and the pledge which is made in the Resolution and the covenants and agreements which are set forth in the Resolution to be performed on behalf of the Authority shall be for the equal benefit, protection and security of the registered owners of any and all Refunding Bonds, all of which, regardless of the time or times of their issue or maturity, shall be of equal rank without preference, priority or distinction of any of the Refunding Bonds over any other thereof, except as expressly provided in or pursuant to the terms of the Resolution. Series 2012 Local Unit Purchase Agreements The Authority has entered into each Series 2012 Local Unit Purchase Agreement to secure the related Series 2012 Local Unit Loans. Pursuant to each Series 2012 Local Unit Purchase Agreement, the Authority will purchase a Series 2012 Local Unit Refunding Bond in the principal amount equal to the related Series 2012 Local Unit Loan. Each Series 2012 Local Unit will be required to make principal and interest payments (the Series 2012 Local Unit Repayments ) to the Authority pursuant to its Series 2012 Local Unit Refunding Bond. The aggregate of the Series 2012 Local Unit Repayments made by the Series 2012 Local Units will be sufficient to enable the Authority to pay the principal or Redemption Price of, and interest on the Refunding Bonds. See APPENDIX D - SUMMARY OF CERTAIN PROVISIONS OF THE SERIES 2012 LOCAL UNIT REFUNDING BONDS AND SERIES 2012 LOCAL UNIT PURCHASE AGREEMENTS herein. Obligation of the Series 2012 Local Units The obligation of each Series 2012 Local Unit to repay its Series 2012 Local Unit Loan is a direct and general obligation of the Series 2012 Local Unit payable from its general revenues. In the opinion of bond counsel to each of the Series 2012 Local Units, each respective Series 2012 Local Unit Refunding Bond is a valid and legally binding general obligation of the applicable Series 2012 Local Units and, unless paid from other sources, is payable from ad valorem taxes levied upon all the taxable property within the jurisdiction of such Series 2012 Local Unit, without limitation as to rate or amount. For general information on the County and certain of the other Series 2012 Local Units, see Appendices A and C, respectively, to this Official Statement. 9

Additional Security for the Series 2012 Local Unit Refunding Bonds Issued by the County For the purposes of the Vocational School and Issued by Other School Districts The Series 2012 Local Unit Refunding Bonds which are issued by the County for the purposes of the County Vocational School and issued by other school districts located in the County are secured by the School Bond Reserve established in the Fund for the Support of Free Public Schools of the State of New Jersey (the Fund ) in accordance with the New Jersey School Bond Reserve Act, N.J.S.A. 18A:56-17 et seq. (P.L. 1980, c. 72, approved July 16, 1980, as amended by P.L. 2003, c. 118, approved July 1, 2003 (the School Act )). Amendments to the School Act provide that the Fund will be divided into two School Bond Reserve accounts. All bonds issued prior to July 1, 2003 shall be benefited by a School Bond Reserve account funded in an amount equal to 1-1/2% of the aggregate issued and outstanding bonded indebtedness of counties, municipalities or school districts for school purposes issued prior to July 1, 2003 (the Old School Bond Reserve Account ) and all bonds, including the Series 2012 Local Unit Refunding Bond, which are issued by school districts on or after July 1, 2003 shall be benefited by a School Bond Reserve account equal to 1% of the aggregate issued and outstanding bonded indebtedness of counties, municipalities or school districts for school purposes issued on or after July 1, 2003 (the New School Bond Reserve Account ), provided such amounts do not exceed the moneys available in the Fund. If a municipality, county or school district is unable to make payment of principal of or interest on any of its bonds issued for school purposes, the trustees of the Fund will purchase such bonds at par value and will pay to the bondholders the interest due or to become due within the limits of funds available in the applicable School Bond Reserve account in accordance with the provisions of the School Act. The School Act provides that the School Bond Reserve shall be composed entirely of direct obligations of the United States government or obligations guaranteed by the full faith and credit of the United States government. Securities representing at least one-third of the minimal market value to be held in the School Bond Reserve shall be due to mature within one year of issuance or purchase. Beginning with the fiscal year ending on June 30, 2003 and continuing on each June 30 thereafter, the State Treasurer shall calculate the amount necessary to fully fund the Old School Bond Reserve Account and the New School Bond Reserve Account as required pursuant to the School Act. To the extent moneys are insufficient to maintain each account in the School Bond Reserve at the required levels, the State agrees that the State Treasurer shall, no later than September 15 of the fiscal year following the June 30 calculation date, pay to the trustees for deposit in the School Bond Reserve such amounts as may be necessary to maintain the Old School Bond Reserve Account and the New School Bond Reserve Account at the levels required by the School Act. No moneys may be borrowed from the Fund to provide liquidity to the State unless the Old School Bond Reserve Account and New School Bond Reserve Account each are at the levels certified as full funding on the most recent June 30 calculation date. The amount of the School Bond Reserve in each account is pledged as security for the prompt payment to holders of bonds benefited by such account of the principal of and the interest on such bonds in the event of the inability of the issuer to make such payments. In the event the amounts in either the Old School Bond Reserve Account or the New School Bond Reserve Account fall below the amount required to make payments on bonds, the amounts in both accounts are available to make payments for bonds secured by the reserve. The School Act further provides that the amount of any payment of interest or purchase price of school bonds paid pursuant to the School Act shall be deducted from the appropriation or apportionment of State aid, other than certain State aid which may be otherwise restricted pursuant to law, payable to the district, county or municipality and shall not obligate the State to make, nor entitle the district, county or municipality to receive any additional appropriation or apportionment. Any amount so deducted shall be applied by the State Treasurer to satisfy the obligation of the district, county or municipality arising as a result of the payment of interest or purchase price of bonds pursuant to the School Act. 10