paris union school district number 95 sd 95.go & taxable... · copies may be obtained from ms....

New Issue Investment Rating: Standard & Poor’s ... AA- (Stable Outlook) (AGM Insured) Underlying Rating: Standard & Poor’s ... A+ (Stable Outlook) (Rating Requested)

Final Official Statement Dated June 4, 2012 Subject to compliance by the District with certain covenants, in the opinion of Chapman and Cutler LLP, Bond Counsel, under present law, interest on the Series 2012A Bonds is excludable from gross income of the owners thereof for federal income tax purposes, and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but such interest is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Interest on the Series 2012B Bonds is includable in gross income of the owners thereof for federal income tax purposes. Interest on the Bonds is not exempt from present State of Illinois income taxes. See “TAX MATTERS” herein for a more complete discussion. The Series 2012A Bonds are “qualified tax-exempt obligations” under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. See “QUALIFIED TAX-EXEMPT OBLIGATIONS” herein.

PARIS UNION SCHOOL DISTRICT NUMBER 95 (Paris-Union)

Edgar County, Illinois $6,000,000 General Obligation School Bonds, Series 2012A

$1,110,000 Taxable General Obligation Refunding School Bonds, Series 2012B

Dated Date of Delivery Book-Entry Due Serially as Detailed Herein

The $6,000,000 General Obligation School Bonds, Series 2012A (the “Series 2012A Bonds”) and the $1,110,000 Taxable General Obligation Refunding School Bonds, Series 2012B (the “Series 2012B Bonds”, and together with the Series 2012A Bonds, the “Bonds”) are being issued by the Paris Union School District Number 95, Edgar County, Illinois (the “District”). Interest is payable semiannually on May 1 and November 1 of each year, commencing November 1, 2012. Interest is calculated based on a 360-day year of twelve 30-day months. The Bonds will be issued using a book-entry system. The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Bonds. The ownership of one fully registered Bond for each maturity will be registered in the name of Cede & Co., as nominee for DTC and no physical delivery of Bonds will be made to purchasers. The Bonds will mature on November 1 as detailed herein.

OPTIONAL REDEMPTION

The Series 2012A Bonds due November 1, 2022, are non-callable. The Series 2012A Bonds due November 1, 2023-2031, inclusive, are callable in whole or in part on any date on or after November 1, 2022, at a price of par and accrued interest. If less than all the Series 2012A Bonds are called, they shall be redeemed in such principal amounts and from such maturities as determined by the District and within any maturity by lot. See “OPTIONAL REDEMPTION” herein.

The Series 2012B Bonds are not subject to optional redemption prior to maturity.

BOND INSURANCE

The scheduled payment of the principal of and interest on the Bonds when due will be guaranteed by a municipal bond insurance policy to be issued by Assured Guaranty Municipal Corp. (“AGM”) simultaneously with the delivery of the Bonds by Assured Guaranty Municipal Corp. See “APPENDIX C” herein.

PURPOSE, LEGALITY AND SECURITY

The Series 2012A Bond proceeds will be used to finance the purchase and improvement of a school site, to build and equip a new cooperative high school building and to pay the costs of issuance of the Series 2012A Bonds. See “THE PROJECT – THE SERIES 2012A BONDS” herein.

The Series 2012B Bond proceeds will be used to advance refund a portion of the District’s outstanding General Obligation School Refunding Bonds,

Series 2005 and to pay the costs of issuance of the Series 2012B Bonds. See “PLAN OF FINANCING – THE SERIES 2012B BONDS” herein. In the opinion of Chapman and Cutler LLP, Chicago, Illinois, Bond Counsel, the Bonds are valid and legally binding upon the District and are payable

from any funds of the District legally available for such purpose, and all taxable property in the District is subject to the levy of taxes to pay the same without limitation as to rate or amount, except that the rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights and by equitable principles, whether considered at law or in equity, including the exercise of judicial discretion.

This Final Official Statement is dated June 4, 2012, and has been prepared under the authority of the District. An electronic copy of this Final Official

Statement is available from the www.speerfinancial.com web site under “Debt Auction Center/Competitive Final Official Statement Sales Calendar”. Additional copies may be obtained from Ms. Connie Sutton, Superintendent, Paris Union School District Number 95, 300 South Eads Avenue, Paris, Illinois 61944.

STIFEL, NICOLAUS & COMPANY, INC. BOSC, INC. The Series 2012A Underwriter The Series 2012B Underwriter

Paris Union School District Number 95, Edgar County, Illinois $6,000,000 General Obligation School Bonds, Series 2012A $1,100,000 Taxable General Obligation Refunding School Bonds, Series 2012B

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No dealer, broker, salesman or other person has been authorized by the District to give any information or to

make any representations with respect to the Bonds other than as contained in the Official Statement or the Final Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the District. Certain information contained in the Official Statement and the Final Official Statement may have been obtained from sources other than records of the District and, while believed to be reliable, is not guaranteed as to completeness. THE INFORMATION AND EXPRESSIONS OF OPINION IN THE OFFICIAL STATEMENT AND THE FINAL OFFICIAL STATEMENT ARE SUBJECT TO CHANGE, AND NEITHER THE DELIVERY OF THE OFFICIAL STATEMENT OR THE FINAL OFFICIAL STATEMENT NOR ANY SALE MADE UNDER EITHER SUCH DOCUMENT SHALL CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE DISTRICT SINCE THE RESPECTIVE DATES THEREOF.

References herein to laws, rules, regulations, ordinances, resolutions, agreements, reports and other documents

do not purport to be comprehensive or definitive. All references to such documents are qualified in their entirety by reference to the particular document, the full text of which may contain qualifications of and exceptions to statements made herein. Where full texts have not been included as appendices to the Official Statement or the Final Official Statement, they will be furnished on request. This Official Statement does not constitute an offer to sell, or solicitation of an offer to buy, any securities to any person in any jurisdiction where such offer or solicitation of such offer would be unlawful.

The tax advice contained in this Official Statement is not intended or written by the District, its Bond Counsel,

or any other tax practitioner to be used, and it cannot be used, by any taxpayer for the purpose of avoiding penalties that may be imposed on the taxpayer. The tax advice contained in this Official Statement was written to support the promotion or marketing of the Bonds. Each taxpayer should seek advice based on the taxpayer’s particular circumstances from an independent tax advisor.


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BOND ISSUE SUMMARY This Bond Issue Summary is expressly qualified by the entire Final Official Statement which is provided for the convenience of potential investors and which should be reviewed in its entirety by potential investors. The following descriptions apply equally to the Series 2012A Bonds and the Series 2012B Bonds. Other terms specific to each series are provided separately herein. Issuer: Paris Union School District Number 95, Edgar County, Illinois. Dated Date: Date of delivery, expected to be June 26, 2012. Interest Due: Each May 1 and November 1, commencing November 1, 2012. Security: The Bonds are valid and legally binding upon the District and are payable from any

funds of the District legally available for such purpose, and all taxable property in the District is subject to the levy of taxes to pay the same without limitation as to rate or amount.

Ratings/Insurance: Standard & Poor’s, a Division of the McGraw-Hill Companies is expected to assign

its municipal bond rating of “AA-” (Stable Outlook), to this issue of Bonds with the understanding that upon delivery of the Bonds, a policy guaranteeing payment when due of the principal of and interest on the Bonds will be issued by ASSURED GUARANTY MUNICIPAL CORP. See APPENDIX C herein. The cost for the bond insurance premium and the related rating fee of Standard & Poor’s will be paid by the District. The underlying rating for the Bonds is “A+” (Stable Outlook) from Standard & Poor’s.

Bond Registrar/Paying Agent/ Escrow Trustee: U.S. Bank National Association, Chicago, Illinois. Verification Agent: Stanley P. Stone & Associates, Inc., New York, New York. Delivery: The Bonds are expected to be delivered on or about June 26, 2012. Book-Entry Form: The Bonds will be registered in the name of Cede & Co. as nominee for The

Depository Trust Company (“DTC”), New York, New York. DTC will act as securities depository of the Bonds. See APPENDIX B herein.

Denomination: $5,000 or integral multiples thereof. Financial Advisor: Speer Financial, Inc., Chicago, Illinois.


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THE SERIES 2012A BONDS Issue: $6,000,000 General Obligation School Bonds, Series 2012A. Principal Due: Serially each November 1, commencing November 1, 2022 through 2031, as

detailed below. Optional Redemption: The Series 2012A Bonds maturing on or after November 1, 2023, are callable at

the option of the District on any date on or after November 1, 2022, at a price of par plus accrued interest. See “OPTIONAL REDEMPTION” herein.

Authorization: By a referendum held on April 5, 2011, pursuant to the School Code, and the Bond

Resolution authorizing the issuance of the Bonds (the “Bond Resolution”) adopted by the Board of Education on June 4, 2012.

Purpose: The Bonds are being issued to finance the purchase and improvement of a school

site, to build and equip a new cooperative high school building and to pay the costs of issuance of the Series 2012A Bonds. See “THE PROJECT - THE SERIES 2012A BONDS” herein.

Tax Exemption: Chapman and Cutler LLP, Chicago, Illinois, will provide an opinion as to the

federal tax exemption of the interest on the Series 2012A Bonds as discussed under “TAX MATTERS” in this Final Official Statement. Interest on the Series 2012A Bonds is not exempt from present State of Illinois income taxes.

Bank Qualification: The Series 2012A Bonds are “qualified tax-exempt obligations” under Section

265(b)(3) of the Internal Revenue Code of 1986, as amended. See “QUALIFIED TAX-EXEMPT OBLIGATIONS” herein.

AMOUNTS, MATURITIES, INTEREST RATES, YIELDS AND CUSIP NUMBERS Principal Due Interest Principal Due Interest Amount Nov. 1 Rate Yield CUSIP Amount Nov. 1 Rate Yield CUSIP $445,000 ... 2022 ... 3.250% 2.350% 699598 BS6 $615,000 ... 2027* ... 3.250% 2.900% 699598 BX5 490,000 ... 2023* ... 3.250% 2.500% 699598 BT4 645,000 ... 2028* ... 3.500% 3.000% 699598 BY3 525,000 ... 2024* ... 3.250% 2.650% 699598 BU1 670,000 ... 2029* ... 3.500% 3.050% 699598 BZ0 555,000 ... 2025* ... 3.250% 2.750% 699598 BV9 715,000 ... 2030* ... 3.500% 3.150% 699598 CA4 580,000 ... 2026* ... 3.250% 2.850% 699598 BW7 760,000 ... 2031* ... 3.500% 3.200% 699598 CB2 *These maturities have been priced to call.


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THE SERIES 2012B BONDS Issue: $1,110,000 Taxable General Obligation Refunding School Bonds, Series 2012B. Principal Due: Serially each November 1, commencing November 1, 2019 through 2021, as

detailed below. Optional Redemption: The Series 2012B Bonds are not subject to optional redemption prior to maturity. Authorization: Pursuant to the School Code and the Bond Resolution to be adopted by the Board of

Education on June 4, 2012. Purpose: The Series 2012B Bond proceeds will be used to advance refund a portion of the

District’s outstanding General Obligation School Refunding Bonds, Series 2005 and to pay the costs of issuance of the Series 2012B Bonds. See “PLAN OF FINANCING – THE SERIES 2012B BONDS” herein.

Tax Exemption: None. Interest on the Series 2012B Bonds is includable in gross income of the

owners thereof for federal income tax purposes. See “TAX MATTERS” herein. Interest on the Series 2012B Bonds is not exempt from present State of Illinois income taxes.

AMOUNTS, MATURITIES, INTEREST RATES, YIELDS AND CUSIP NUMBERS Principal Due Interest Principal Due Interest Amount Nov. 1 Rate Yield CUSIP Amount Nov. 1 Rate Yield CUSIP $360,000 ... 2019 .... 2.750% 2.400% 699598 CC0 $380,000 ... 2021 .... 3.000% 2.800% 699598 CE6 370,000 ... 2020 .... 2.875% 2.600% 699598 CD8


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PARIS UNION SCHOOL DISTRICT NUMBER 95

(Paris-Union) Edgar County, Illinois Board of Education

Tom Davis President/Treasurer

Doug Hasler Vice President

Kim Arbuckle Amy Isaf Tom Tuttle

__________________________________

Officials

Connie Sutton Wm. “Beetle” Bailey Vacant Superintendent Secretary Treasurer

THE DISTRICT

The District covers an approximate nine square mile area in Edgar County which includes most of the City of Paris (the "City").

The District is comprised of one high school (Paris High School with a 2011-12 enrollment of 534); one middle school (Mayo Middle School with a 2011-12 enrollment of 299); two elementary schools (Memorial and Wenz with a 2011-12 total enrollment of 605); one pre-school (Willis Center with a 2011-12 enrollment of 80); and one special education district which is out-of-district with a 2011-12 enrollment of 1. The following table shows past and current enrollments.

Year Enrollment 2002-03 ................. 1,752 2003-04 ................. 1,661 2004-05 ................. 1,643 2005-06 ................. 1,651 2006-07 ................. 1,626 2007-08 ................. 1,548 2008-09 ................. 1,543 2009-10 ................. 1,553 2010-11 ................. 1,559 2011-12 ................. 1,519

The City, incorporated in 1869, is the county seat of Edgar County. The City lies approximately 160 miles south of the City of Chicago, 155 miles northeast of St. Louis, Missouri, and 27 miles northwest of Terre Haute, Indiana. The 2010 Census reported the City’s population at 8,837, and the District’s population at 8,648.

City employment totals approximately 82 full-time persons, supplemented with several part-time employees.

Police protection is provided by a 16-member police department which includes a detective division. In addition, the Edgar County Sheriff's Department is located in Paris and provides County protection with a sheriff and six deputies.


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The City has a 16-man, full-time fire department which is dispatched from one central station. The City also

has an agreement with the Paris Community Fire Protection District which operates four stations covering the surrounding rural area. The City's fire insurance rating is Class 6.

In 2010, the water source was updated by new lines coming from Western Indiana. Two sewage treatment plants provide waste water treatment. Other Community Services

City residents have access to a tax-supported public library which is associated with the Lincoln Trail Library System, State library network.

Park and recreational facilities offered through the City’s park system provide quality attractions to residents and visitors. Included among these are east and west Twin Lakes Park, four City neighborhood parks and one wilderness area park. A public boat ramp is located on the east lake. In addition, Twin Lakes Park offers trailer camping facilities with full hookups. Transportation

The City's location makes travel convenient via U.S. 150, and Illinois Routes 16 and 133. Just 12 miles south of the City is Interstate 70, and east-west highway which links Indianapolis and St. Louis. In addition, Interstate 74 lies 40 miles north, and Interstate 57 is 40 miles to the west. Rail service is provided by Conrail (north and east).

Edgar County Airport is located five miles north of Paris on Route 1. Commercial air service is available at Hulman Field in Terre Haute, Indiana, just 30 miles east, or Willard Airport in Champaign, Illinois, which is 60 miles.

SOCIOECONOMIC INFORMATION The following statistics pertain to the District and the City, which comprises approximately 95% of the District's land area and approximately 94% of the District’s 2010 equalized assessed valuation (EAV). Additional comparisons are made with Edgar County and the State of Illinois (the “State”).

Employment

Following are lists of large employers located in the City and in the surrounding area. Major City Employers(1)

Approximate Name Product/Service Employment North American Lighting, Inc. ................................. Exterior Automotive Lighting .............................. 565 Simonton Windows .............................................. Vinyl Windows ............................................. 430 Paris Community Hospital ...................................... Medical Services .......................................... 250 GSI Group, Inc. ............................................... Grain Storage and Handling Equipment ...................... 200 Cargill, Inc. ................................................. Dry Corn Milling .......................................... 150 Paris Metal Products .......................................... Steel Fabrication of Storage and Work Space Products ...... 130 Pretium Packaging, LLC ........................................ Plastic Bottles ........................................... 125 Feutz Contractors, Inc. ....................................... Heavy Civil Construction Contractor ....................... 125 Meco, Inc. .................................................... Metal Jet and Industrial Turbine Parts & Machine Products . 120 Note: (1) Source: 2012 Illinois Manufacturers Directory, 2012 Illinois Services Directory and a selective telephone survey.


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Major Area Employers(1)

Approximate Location Name Product/Service Employment Mattoon .................... Sarah Bush Lincoln Health System .............. General Medical and Surgical Hospital ....... 1,550 Danville ................... Department of Veterans Affairs Medical Ctr. ... General Medical and Surgical Hospital ....... 1,313 Mattoon .................... R. R. Donnelley and Sons Co. .................. Periodicals ................................. 1,100 Danville ................... Genpact ....................................... Drug Store Accounts Payable Office .......... 900 Danville ................... Provena United Samaritans Medical Center ...... General Medical and Surgical Hospital ....... 850 Danville ................... McLane Co., Inc. .............................. Grocery Distribution ........................ 700 Danville ................... Quaker Oats Co. ............................... Breakfast Cereals ........................... 700 Danville ................... KIK Custom Products ........................... Boxes and Folding Paperboard ................ 630 Mattoon .................... Consolidated Communications, Inc. ............. Communication Services ...................... 600 Danville ................... Systrand-Presta Engine Systems, LLC ........... Camshafts, Including Assembly, Grinding, and Polishing ............................. 430 Danville ................... Danville Metal Stamping Co., Inc. ............. Sheet Metal Work ............................ 410 Danville ................... ThyssenKrupp Presta Danville, LLC ............. Camshafts, Including Assembly and Grinding .. 400 Danville ................... ThyssenKrupp Crankshaft ....................... Closed Die Forgings and Machining ........... 370 Danville ................... Viscofan U.S.A., Inc. ......................... Sausages and Prepared Meat Products ......... 300 Mattoon .................... First Mid-Illinois Bancshares, Inc. ........... Retail, Commercial and Agribusiness Banking . 300 Note: (1) Source: 2012 Illinois Manufacturers Directory, 2012 Illinois Services Directory and a selective telephone survey.

The following tables show employment by industry and by occupation for the District, the City, Edgar County and the State as reported by the U.S. Bureau of the Census, 2006-2010 American Community Survey 5 year estimates. Employment By Industry(1) The District The City Edgar County State of Illinois Classification Number Percent Number Percent Number Percent Number Percent Agriculture, Forestry, Fishing and Hunting, and Mining . 38 1.0% 57 1.5% 699 8.1% 65,279 1.1% Construction ........................................... 198 5.0% 192 4.9% 490 5.7% 361,528 6.0% Manufacturing .......................................... 1,075 27.4% 1,247 32.0% 2,115 24.6% 789,606 13.0% Wholesale Trade ........................................ 33 0.8% 31 0.8% 107 1.2% 207,774 3.4% Retail Trade ........................................... 422 10.8% 328 8.4% 856 10.0% 657,040 10.8% Transportation and Warehousing, and Utilities .......... 187 4.8% 218 5.6% 534 6.2% 356,345 5.9% Information ............................................ 44 1.1% 35 0.9% 62 0.7% 140,821 2.3% Finance and Insurance, and Real Estate and Rental and Leasing ........................................... 168 4.3% 301 7.7% 411 4.8% 475,856 7.8% Professional, Scientific, and Management, Administrative, and Waste Management Services ......... 203 5.2% 213 5.5% 438 5.1% 657,479 10.8% Educational Services and Health Care and Social Assistance ..................................... 827 21.1% 748 19.2% 1,785 20.8% 1,312,067 21.6% Arts, Entertainment and Recreation and Accommodation and Food Services ..................................... 284 7.2% 256 6.6% 406 4.7% 518,641 8.6% Other Services, Except Public Administration ........... 217 5.5% 127 3.3% 362 4.2% 288,895 4.8% Public Administration .................................. 228 5.8% 145 3.7% 322 3.7% 231,517 3.8% Total ................................................ 3,924 100.0% 3,898 100.0% 8,587 100.0% 6,062,848 100.0% Note: (1) Source: U. S. Bureau of the Census, 2006-2010 American Community Survey 5 year estimates.


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Employment By Occupation(1) The District The City Edgar County State of Illinois Classification Number Percent Number Percent Number Percent Number Percent Management, Business, Science and Arts ................ 946 24.1% 882 22.6% 2,277 26.5% 2,159,236 35.6% Service ............................................... 758 19.3% 609 15.6% 1,328 15.5% 989,889 16.3% Sales and Office ..................................... 731 18.6% 850 21.8% 1,929 22.5% 1,566,966 25.8% Natural Resources, Construction, and Maintenance ...... 330 8.4% 395 10.1% 946 11.0% 490,469 8.1% Production, Transportation, and Material Moving ........ 1,159 29.5% 1,162 29.8% 2,107 24.5% 856,288 14.1% Total ................................................ 3,924 100.0% 3,898 100.0% 8,587 100.0% 6,062,848 100.0% Note: (1) Source: U. S. Bureau of the Census, 2006-2010 American Community Survey 5 year estimates.

Unemployment Rates The following table shows the historical trend in unemployment for the City, Edgar County and the State.

Annual Average Unemployment Rates(1)

Calendar The Edgar State of Year City County Illinois 2003 ............................. 6.1% 6.1% 6.7% 2004 ............................. 5.8% 5.8% 6.2% 2005 ............................. 5.6% 5.5% 5.8% 2006 ............................. 5.1% 5.0% 4.6% 2007 ............................. 5.5% 5.4% 5.1% 2008 ............................. 7.1% 7.1% 6.4% 2009 ............................. 10.1% 10.1% 10.0% 2010 ............................. 11.1% 11.0% 10.5% 2011 ............................. 10.3% 10.2% 9.8% 2012(2) .......................... N/A 8.4% 8.6% Notes: (1) Source: Illinois Department of Employment Security. (2) Preliminary rates are for the month of April 2012.

Housing

The U.S. Census Bureau, 2006-2010 American Community Survey 5-Year Estimates, reported that the median value of the District’s owner-occupied homes was $61,100, which compares with $64,000 for the City, $74,200 for Edgar County and $202,500 for the State. The value of specified owner-occupied units for the District, the City, Edgar County and the State was as follows:

Specified Owner-Occupied Units(1)

The District The City Edgar County State of Illinois Value Number Percent Number Percent Number Percent Number Percent Under $50,000 ............. 910 34.5% 853 30.7% 1,625 27.1% 216,017 6.5% $50,000 to $99,999 ........ 1,300 49.2% 1,299 46.8% 2,503 41.8% 450,834 13.7% $100,000 to $149,999 ..... 288 10.9% 317 11.4% 837 14.0% 455,940 13.8% $150,000 to $199,999 ...... 109 4.1% 198 7.1% 548 9.2% 505,936 15.3% $200,000 to $299,999 ...... 22 0.8% 91 3.3% 368 6.1% 723,366 21.9% $300,000 to $499,999 ...... 12 0.5% 18 0.6% 54 0.9% 643,537 19.5% $500,000 to $999,999 ...... 0 0.0% 0 0.0% 18 0.3% 250,844 7.6% $1,000,000 or more ........ 0 0.0% 0 0.0% 35 0.6% 54,217 1.6% Total ................... 2,641 100.0% 2,776 100.0% 5,988 100.0% 3,300,691 100.0% Note: (1) Source: U. S. Bureau of the Census, 2006-2010 American Community Survey 5 year estimates.


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Mortgage Status(1)

The District The City Edgar County State of Illinois Number Percent Number Percent Number Percent Number Percent

Housing Units with a Mortgage ...... N/A N/A 1,592 57.3% 3,345 55.9% 2,296,372 69.6% Housing Units without a Mortgage ... N/A N/A 1,184 42.7% 2,643 44.1% 1,004,319 30.4% Total ................................................ 2,776 100.0% 5,988 100.0% 3,300,691 100.0% Note: (1) Source: U. S. Bureau of the Census, 2006-2010 American Community Survey 5 year estimates.

Income

According to the U.S. Census Bureau, 2006-2010 American Community Survey 5-Year Estimates, the City had a median family income of $44,382. This compares to $51,588 for Edgar County and $68,236 for the State. The following table represents the distribution of family incomes for the City, Edgar County and the State at the time of the 2006-2010 American Community Survey. Median Family Income(1)

The District The City Edgar County State of Illinois Value Number Percent Number Percent Number Percent Number Percent Under $10,000 ............. N/A N/A 134 5.9% 232 4.5% 131,278 4.2% $10,000 to $14,999 ........ N/A N/A 62 2.7% 153 3.0% 87,888 2.8% $15,000 to $24,999 ........ N/A N/A 348 15.4% 564 11.1% 228,903 7.2% $25,000 to $34,999 ........ N/A N/A 355 15.7% 661 13.0% 264,029 8.4% $35,000 to $49,999 ........ N/A N/A 363 16.1% 846 16.6% 401,825 12.7% $50,000 to $74,999 ........ N/A N/A 418 18.5% 1,068 20.9% 622,596 19.7% $75,000 to $99,999 ........ N/A N/A 288 12.8% 748 14.7% 492,434 15.6% $100,000 to $149,999 ...... N/A N/A 235 10.4% 649 12.7% 538,135 17.0% $150,000 to $199,999 ...... N/A N/A 31 1.4% 93 1.8% 199,365 6.3% $200,000 or more .......... N/A N/A 24 1.1% 86 1.7% 195,094 6.2% Total ....................................... 2,258 100.0% 5,100 100.0% 3,161,547 100.0% Note: (1) Source: U. S. Bureau of the Census, 2006-2010 American Community Survey 5 year estimates. According to the U.S. Census Bureau, 2006-2010 American Community Survey 5-Year Estimates, the City had

a median household income of $33,007. This compares to $39,904 for Edgar County and $55,735 for the State. The following table represents the distribution of household incomes for the City, Edgar County and the State at the time of the 2006-2010 American Community Survey.

Median Household Income(1) The District The City Edgar County State of Illinois Value Number Percent Number Percent Number Percent Number Percent Under $10,000 ............. N/A N/A 380 9.7% 631 8.0% 327,492 6.9% $10,000 to $14,999 ........ N/A N/A 361 9.3% 595 7.6% 230,008 4.8% $15,000 to $24,999 ........ N/A N/A 715 18.3% 1,116 14.2% 483,034 10.1% $25,000 to $34,999 ........ N/A N/A 583 14.9% 1,110 14.1% 463,776 9.7% $35,000 to $49,999 ........ N/A N/A 625 16.0% 1,313 16.7% 644,024 13.5% $50,000 to $74,999 ........ N/A N/A 557 14.3% 1,310 16.6% 896,686 18.8% $75,000 to $99,999 ........ N/A N/A 353 9.0% 910 11.6% 630,368 13.2% $100,000 to $149,999 ...... N/A N/A 256 6.6% 692 8.8% 642,112 13.5% $150,000 to $199,999 ...... N/A N/A 47 1.2% 111 1.4% 229,128 4.8% $200,000 or more .......... N/A N/A 4 0.6% 89 1.1% 223,323 4.7% Total ...................................... 3,901 100.0% 7,877 100.0% 4,769,951 100.0% Note: (1) Source: U. S. Bureau of the Census, 2006-2010 American Community Survey 5 year estimates.


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Retail Activity

Following is a summary of the City’s sales tax receipts as collected and disbursed by the State of Illinois.

Retailers’ Occupation, Service Occupation and Use Tax(1)

State Fiscal Year State Sales Tax Annual Percent Ending June 30 Distributions(2) Change + (-) 2002 ........................ $1,116,819 15.60%(3) 2003 ........................ 1,127,890 0.99% 2004 ........................ 1,146,243 1.63% 2005 ........................ 1,168,608 1.95% 2006 ........................ 1,230,533 5.30% 2007 ........................ 1,281,693 4.16% 2008 ........................ 1,323,239 3.24% 2009 ........................ 1,329,307 0.46% 2010 ........................ 1,250,791 (5.91%) 2011 ........................ 1,323,795 5.84% Growth from 2002 to 2011 ........................................ 18.53%

Notes: (1) Source: Illinois Department of Revenue.

(2) Tax distributions are based on records of the Illinois Department of Revenue relating to the 1% municipal portion of the Retailers’ Occupation, Service Occupation and Use Tax, collected on behalf of the City, less a State administration fee. The municipal 1% includes tax receipts from the sale of food and drugs which are not taxed by the State.

(3) The 2002 percentage is based on a 2001 sales tax of $966,087.

THE PROJECT – THE SERIES 2012A BONDS

The Series 2012A Bond proceeds will be used, in conjunction with funds from Crestwood School District Number 4 and State of Illinois grants, to finance the purchase and improvement of a school site, to build and equip a new cooperative high school building and to pay the costs of issuance of the Series 2012A Bonds. The new building will replace the District’s existing high school.

PLAN OF FINANCING – THE SERIES 2012B BONDS

The Series 2012B Bond proceeds will be used to fund an escrow (the “Escrow”) to advance refund a portion of the District’s outstanding General Obligation School Refunding Bonds, Series 2005, as listed below (the “Refunded Bonds”) and to pay the costs of issuance of the Series 2012B Bonds.

The Refunded Bonds Outstanding General Obligation School Refunding Bonds, Series 2005

Refunded Outstanding Amount Redemption Redemption Maturities Amount Refunded Price(s) Date(s) 11/01/2012 .............. $ 315,000 $ 140,000 N/A N/A 11/01/2013 .............. 325,000 170,000 N/A N/A 11/01/2014 .............. 345,000 165,000 100.00% 11/1/2013 11/01/2015 .............. 365,000 155,000 100.00% 11/1/2013 11/01/2016 .............. 375,000 140,000 100.00% 11/1/2013 11/01/2017 .............. 390,000 130,000 100.00% 11/1/2013 11/01/2018 .............. 405,000 120,000 100.00% 11/1/2013 Total ................. $2,520,000 $1,020,000


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The Series 2012B Bond proceeds will be used to purchase direct full faith and credit obligations of the United States of America (the “Government Securities”), the principal of which together with interest to be earned thereon will be sufficient (i) to pay when due the interest on the Refunded Bonds as stated above, and (ii) to pay principal of the Refunded Bonds when due and on the redemption date. The remaining Series 2012B Bond proceeds will be used to pay the costs of issuing the Series 2012B Bonds.

The Government Securities will be held in an escrow account (the “Escrow Account”) created pursuant to an escrow agreement (the “Escrow Agreement”) dated as of the date of delivery, between the District and U.S. Bank National Association, Chicago, Illinois, as Escrow Trustee (the “Escrow Trustee”).

The mathematical calculations of the adequacy of the deposit made pursuant to the Escrow Agreement to

provide for the payment of interest and principal on the Refunded Bonds will be verified by Stanley P. Stone & Associates, Inc., Financing Consultants, New York, New York, at the time of delivery of the Series 2012B Bonds. All moneys and Government Securities deposited for the payment of Refunded Bonds, including interest thereon, are required to be applied solely and irrevocably to the payment of the Refunded Bonds.


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DEBT INFORMATION

After issuance of the Bonds and the refunding, the District will have outstanding $8,723,325 principal amount of general obligation debt. The District also has outstanding $900,000 principal amount of certificate debt.

The District does not intend to issue additional debt within the next six months.

General Obligation Bonded Debt(1) (Principal Only)

Less: Bonds Total Calendar Proposed to Outstanding Cumulative Retirement Year Series 1999B Series 2005 Series 2012A Series 2012B be Refunded Debt Amount Percent

2012 ......... $ 20,064 $ 315,000 $ 0 $ 0 $ (140,000) $ 195,064 $ 195,064 2.24% 2013 ......... 18,918 325,000 0 0 (170,000) 173,918 368,982 4.23% 2014 ......... 15,593 345,000 0 0 (165,000) 195,593 564,574 6.47% 2015 ......... 16,638 365,000 0 0 (155,000) 226,638 791,212 9.07% 2016 ......... 15,634 375,000 0 0 (140,000) 250,634 1,041,846 11.94% 2017 ......... 14,547 390,000 0 0 (130,000) 274,547 1,316,393 15.09% 2018 ......... 11,932 405,000 0 0 (120,000) 296,932 1,613,325 18.49% 2019 ......... 0 0 0 360,000 0 360,000 1,973,325 22.62% 2020 ......... 0 0 0 370,000 0 370,000 2,343,325 26.86% 2021 ......... 0 0 0 380,000 0 380,000 2,723,325 31.22% 2022 ......... 0 0 445,000 0 0 445,000 3,168,325 36.32% 2023 ......... 0 0 490,000 0 0 490,000 3,658,325 41.94% 2024 ......... 0 0 525,000 0 0 525,000 4,183,325 47.96% 2025 ......... 0 0 555,000 0 0 555,000 4,738,325 54.32% 2026 ......... 0 0 580,000 0 0 580,000 5,318,325 60.97% 2027 ......... 0 0 615,000 0 0 615,000 5,933,325 68.02% 2028 ......... 0 0 645,000 0 0 645,000 6,578,325 75.41% 2029 ......... 0 0 670,000 0 0 670,000 7,248,325 83.09% 2030 ......... 0 0 715,000 0 0 715,000 7,963,325 91.29% 2031 ......... 0 0 760,000 0 0 760,000 8,723,325 100.00% Total ...... $113,325 $2,520,000 $6,000,000 $1,110,000 $(1,020,000) $8,723,325

Note: (1) Source: the District.


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Detailed Overlapping Bonded Debt(1) (As of April 20, 2012)

Outstanding Applicable to District Debt Percent(2) Amount Edgar County ...................................... $ 725,000 28.64% $ 207,640 City of Paris ..................................... 15,655,000 93.89% 14,698,480 Community College District Number 517 ............. 16,970,000 38.59% 6,548,723 Total Overlapping Bonded Debt ........................................................... $21,454,843

Notes: (1) Source: Edgar County Clerk. Includes alternate revenue source bonds. (2) Overlapping debt percentages based on 2010 EAV, the most current available.

Statement of Bonded Indebtedness(1)

Ratio To Per Capita Amount Equalized Estimated (2010 Pop. Applicable Assessed Actual 8,648)

District EAV of Taxable Property, 2011 ... $ 74,734,499 100.00% 33.33% $ 8,641.82 Estimated Actual Value, 2011 ............. $224,203,497 300.00% 100.00% $25,925.47 Total Direct Bonded Debt(2) .............. $ 9,623,325 12.88% 4.29% $ 1,112.78 Total Overlapping Bonded Debt ............ $ 21,454,843 28.71% 9.57% $ 2,480.90 Total Direct and Overlapping Bonded Debt(2) ....................... $ 31,078,168 41.59% 13.86% $ 3,593.68 Notes: (1) Source: Edgar County Clerk.

(2) Includes $900,000 of certificate debt.

Legal Debt Margin(1)

2011 District Equalized Assessed Valuation ...................................... $74,734,499 Statutory Debt Limitation (13.8% of EAV) ........................................ 10,313,361

General Obligation and Certificate Debt: Series 1999B ............................................. $ 113,325 Series 2001 Certificates ................................. 900,000 Series 2005(2) ........................................... 1,500,000 Series 2012A ............................................. 6,000,000 Series 2012B ............................................. 1,110,000

Total General Obligation and Certificate Debt .................................... $ 9,623,325 Legal Debt Margin ................................................................ $ 690,035 Notes: (1) Source: the District. (2) Excludes the Refunded Bonds.


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PROPERTY ASSESSMENT AND TAX INFORMATION

For the 2010 levy year, the District's EAV was comprised of 59.16% residential, 15.53% industrial, 22.67% commercial, 1.79% farm and 0.85% railroad property valuations.

Equalized Assessed Valuation(1) Levy Years 2007 2008 2009 2010 2011

Property Class: Residential ......................... $43,045,596 $43,111,093 $43.371.868 $44,792,558 Farm ................................ 1,301,375 1,250,024 1,296,371 1,355,658 Currently Commercial .......................... 15,960,166 16,485,111 16,837,917 17,161,700 Unavailable Industrial .......................... 11,675,198 12,360,959 11,753,849 11,760,919 Railroad ............................ 342,374 458,953 525,365 644,046 ___________ Total ............................. $72,324,709 $73,666,140 $74,785,370 $75,714,881 $74,734,499 Percent Change+(-) ................ 1.18%(2) 1.85% 1.52% 1.24% (1.29%) Notes: (1) Source: Edgar County Clerk. (2) Percentage change based on 2006 EAV of $71,481,757.

Representative Tax Rates(1) (Per $100 EAV) Levy Years

2007 2008 2009 2010 2011 District Rates: Education ............................. $1.8400 $1.8400 $1.8400 $1.8400 $1.8400 Building .............................. 0.5000 0.5000 0.5000 0.5000 0.5000 Fire Prevention and Safety ............ 0.0000 0.0000 0.0000 0.0000 0.0000 Bond and Interest ..................... 0.9796 0.9780 0.9687 0.9450 0.6004 Transportation ........................ 0.2000 0.2000 0.2000 0.2000 0.2000 Social Security ....................... 0.1991 0.2036 0.2006 0.2000 0.2112 IMRF .................................. 0.1991 0.2036 0.2006 0.2000 0.2112 Working Cash .......................... 0.0500 0.0500 0.0500 0.0500 0.0500 Tort Immunity ......................... 0.4632 0.4751 0.4881 0.5303 0.5385 Rent Facilities ....................... 0.0500 0.0000 0.0000 0.0000 0.0000 Lease and Technology .................. 0.0000 0.0500 0.0500 0.0500 0.0500 Special Education ..................... 0.0400 0.0400 0.0400 0.0400 0.0400 Total District Rates(2) ............. $4.5210 $4.5404 $4.5380 $4.5553 $4.2414 ...................................... Edgar County .......................... $1.1317 $1.1272 $1.1167 $1.1216 Paris Township ........................ 0.3876 0.3945 0.3860 0.4155 City of Paris ......................... 1.5154 1.8077 1.9820 1.9714 Community College District Number 517 . 0.4474 0.4474 0.4993 0.5072 Total Rates(3) ...................... $8.0031 $8.3172 $8.5219 $8.5710 Notes: (1) Source: Edgar County Clerk.

(2) Statutory tax rate limits for the District are as follows: Education ($1.8400); Building ($0.5000); Transportation ($0.2000); and Special Education ($0.0400).

(3) Representative tax rates for other government units are from Paris Township tax code 3011.


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Tax Extensions and Collections(1)

Levy Coll. Taxes Total Collections Year Year Extended Amount Percent 2003 ........... 2004 ........... $3,179,665 $3,040,902 95.64% 2004 ........... 2005 ........... 3,131,254 3,004,500 95.95% 2005 ........... 2006 ........... 3,202,374 3,094,067 96.62% 2006 ........... 2007 ........... 3,256,137 3,140,217 96.44% 2007 ........... 2008 ........... 3,269,807 3,107,026 95.02% 2008 ........... 2009 ........... 3,344,715 3,190,138 95.38% 2009 ........... 2010 ........... 3,393,738 3,277,918 96.59% 2010 ........... 2011 ........... 3,449,047 3,364,049 97.54% Note: (1) Source: Edgar County Treasurer.

Principal Taxpayers(1)

Taxpayer Name Business/Service 2010 EAV(2) North America Lighting ................... Lighting Equipment ................................... $ 4,203,860 Walmart .................................. Retail Store ......................................... 1,491,320 Illinois Cereal Mills, Inc. .............. Corn Milling ......................................... 1,263,780 PVC Container Corporation ................ Plastic Bottles ...................................... 1,137,430 First Bank and Trust ..................... Banking Services ..................................... 997,020 OHI-Nursing Home ......................... Nursing Home ......................................... 853,250 WC Paris Estates, LLC .................... Brookstone Assisted Living ........................... 806,730 Cadillac Ferndale Corporation............. Automotive Manufacturing ............................. 783,220 Edgar County Bank-Kuhnash ................ Commercial Property .................................. 715,300 Marywill Holdings, LLC ................... Real Property ........................................ 710,520 Total .................................. ..................................................... $12,962,430 Ten Largest Taxpayers as Percent of District's 2010 EAV ($75,714,881) ......................... 17.12% Notes: (1) Source: Edgar County Assessor.

(2) Every effort has been made to seek out and report the largest taxpayers. However, many of the taxpayers listed contain multiple parcels and it is possible that some parcels and their valuations have been overlooked. The 2010 EAV is the most current available.

REAL PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION PROCEDURES Tax Levy and Collection Procedures

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 (the “Department”) 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.


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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 (the “General Homestead Exemption”) provides that the Equalized Assessed Valuation (“EAV”) of certain property owned and used for residential purposes (“Residential Property”) may be reduced by the amount of any increase over the 1977 EAV, up to a maximum reduction of $3,500 for assessment years prior to assessment year 2004 in counties with less than 3,000,000 inhabitants, and a maximum reduction of $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.

Additional exemptions exist for senior citizens. The Senior Citizens Homestead Exemption (“Senior Citizens

Homestead Exemption”) operates annually to reduce the EAV on a senior citizen’s home for assessment years prior to 2004 by $2,000 in counties with less than 3,000,000 inhabitants. For assessment years 2004 and 2005, the maximum reduction is $3,000 in all counties. For assessment years 2006 and 2007, the maximum reduction is $3,500 in all counties. In addition, for assessment year 2008 and thereafter, the maximum reduction is $4,000 for all counties. Furthermore, beginning with assessment year 2003, for taxes payable in 2004, property that is first occupied as a residence after January 1 of any assessment year by a person who is eligible for the Senior Citizens Homestead Exemption must be granted a pro rata exemption for the assessment year based on the number of days during the assessment year that the property is occupied as a residence by a person eligible for the exemption.

A Senior Citizens Assessment Freeze Homestead Exemption (“Senior Citizens Assessment Freeze Homestead

Exemption”) freezes property tax assessments for homeowners, who are 65 and older and receive a household income not in excess of the maximum income limitation. The maximum income limitation is $35,000 for years prior to 1999, $40,000 for assessment years 1999 through 2003, $45,000 for assessment years 2004 and 2005, $50,000 from assessment years 2006 and 2007 and for assessments year 2008 and after, the maximum income limitation is $55,000. In general, the Senior Citizens Assessment Freeze Homestead Exemption limits the annual real property tax bill of such property by granting to qualifying senior citizens an exemption as to a portion of the valuation of their property. In counties with a population of 3,000,000 or more, the exemption for all assessment years is equal to the EAV of the residence in the assessment year for which application is made less the base amount. Furthermore, for those counties with a population of less than 3,000,000, the Senior Citizens Assessment Freeze Homestead Exemption is as follows: through assessment year 2005 and for assessment year 2007 and later, the exempt amount is the difference between (i) the current EAV of their residence and (ii) the base amount, which is the EAV of a senior citizen’s residence for the year prior to the year in which he or she first qualifies and applies for the Exemption (plus the EAV of improvements since such year). For assessment year 2006, the amount of the Senior Citizens Assessment Freeze Homestead Exemption phases out as the amount of household income increases. The amount of the Senior Citizens Assessment Freeze Homestead Exemption is calculated by using the same formula as above, and then multiplying the resulting value by a ratio that varies according to household income.


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Another exemption available to disabled veterans operates annually to exempt up to $70,000 of the Assessed

Valuation of property owned and used exclusively by such veterans or their spouses for residential purposes. Also, certain property is exempt from taxation on the basis of ownership and/or use, such as public parks, not-for-profit schools and public schools, churches, and not-for-profit hospitals and public hospitals. However, individuals claiming exemption under the Disabled Persons’ Homestead Exemption (“Disabled Persons’ Homestead Exemption”) or the Disabled Veterans Standard Homestead Exemption (“Disabled Veterans Standard Homestead Exemption”) cannot claim the aforementioned exemption.

Furthermore, beginning with assessment year 2007, the Disabled Persons’ Homestead Exemption provides an

annual homestead exemption in the amount of $2,000 for property that is owned and occupied by certain persons with a disability. However, individuals claiming exemption as a disabled veteran or claiming exemption under the Disabled Veterans Standard Homestead Exemption cannot claim the aforementioned exemption.

In addition, the Disabled Veterans Standard Homestead Exemption provides disabled veterans an annual

homestead exemption starting with assessment year 2007 and thereafter. Specifically, (i) those veterans with a service-connected disability of 75% are granted an exemption of $5,000 and (ii) those veterans with a service-connected disability of less than 75%, but at least 50% are granted an exemption of $2,500. Furthermore, the veteran’s surviving spouse is entitled to the benefit of the exemption, provided that the spouse has legal or beneficial title of the homestead, resides permanently on the homestead and does not remarry. Moreover, if the property is sold by the surviving spouse, then an exemption amount not to exceed the amount specified by the current property tax roll may be transferred to the spouse’s new residence, provided that it is the spouse’s primary residence and the spouse does not remarry. However, individuals claiming exemption as a disabled veteran or claiming exemption under the Disabled Persons’ Homestead Exemption cannot claim the aforementioned exemption.

Beginning with assessment year 2007, the Returning Veterans’ Homestead Exemption (“Returning Veterans’

Homestead Exemption”) is available for property owned and occupied as the principal residence of a veteran in the assessment year the veteran returns from an armed conflict while on active duty in the United States armed forces. This provision grants a homestead exemption of $5,000, which is applicable in all counties. In order to apply for the Returning Veterans’ Homestead Exemption, the individual must pay real estate taxes on the property, own the property or have either a legal or an equitable interest in the property, “or a leasehold interest of land on which a single family residence is located, which is occupied as a principle residence of a veteran returning from an armed conflict involving the armed forces of the United States who has an ownership interest therein, legal, equitable or as a lessee, and on which the veteran is liable for the payment of property taxes.” Those individuals eligible for the Returning Veterans’ Homestead Exemption may claim the Returning Veterans’ Homestead Exemption, in addition to other homestead exemptions, unless otherwise noted. Truth in Taxation Law

Legislation known as the Truth in Taxation Law (the “Law”) limits the aggregate amount of certain taxes which

can be levied by, and extended for, a taxing district to 105% of the amount of taxes extended in the preceding year unless specified notice, hearing and certification requirements are met by the taxing body. The express purpose of the Law is to require published disclosure of, and hearing upon, an intention to adopt a levy in excess of the specified levels.


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FINANCIAL INFORMATION Financial Reports

The District's financial statements are audited annually by certified public accountants. The District's financial statements are completed on a modified accrual basis of accounting consistent with generally accepted accounting principals applicable to governmental entities. See APPENDIX A for more detail.

No Consent or Updated Information Requested of the Auditor The tables and excerpts (collectively, the “Excerpted Financial Information”) contained in this “FINANCIAL

INFORMATION” section and in APPENDIX A are from the audited financial statements of the District, including the audited financial statements for the fiscal year ended June 30, 2011 (the “2011 Audit”). The 2011 Audit has been prepared by Kemper CPA Group LLP, Certified Public Accountants and Consultants, Robinson, Illinois, (the “Auditor”), and approved by formal action of the District Board of Education. The District has not requested the Auditor to update information contained in the Excerpted Financial Information; nor has the District requested that the Auditor consent to the use of the Excerpted Financial Information in this Final Private Placement Memorandum. Other than as expressly set forth in this Final Private Placement Memorandum, the financial information contained in the Excerpted Financial Information has not been updated since the date of the 2011 Audit. The inclusion of the Excerpted Financial Information in this Final Private Placement Memorandum in and of itself is not intended to demonstrate the fiscal condition of the District since the date of the 2011 Audit. Questions or inquiries relating to financial information of the District since the date of the 2011 Audit should be directed to the District. Summary Financial Information

The following tables are summaries and do not purport to be the complete audits, copies of which are available upon request. See APPENDIX A for excerpts of the District's 2011 fiscal year audit. General Fund(1) Balance Sheet

Audited as of June 30 2007 2008 2009 2010 2011

ASSETS: Cash ................................... $3,249,132 $4,253,837 $3,051,003 $3,338,208 $3,236,943 Investment ............................. 504,336 531,100 2,123,498 1,820,128 2,259,333 Other .................................. 0 0 850,775 20,054 0 Total Assets ......................... $3,753,468 $4,784,937 $6,025,276 $5,178,390 $5,496,276 LIABILITIES AND FUND EQUITY: Liabilities: Bank Overdraft ........................ $ 0 $ 0 $ 0 $ 0 $ 0 Accrued Salaries Payable .............. 8,447 57 0 0 0 Payroll Deductions and Withholdings ... 0 0 157 0 0 Interfund Payables .................... 0 0 850,775 0 0 Total Liabilities .................... $ 8,447 $ 57 $ 850,932 $ 0 $ 0 Fund Equity: Reserved .............................. $ 182,248 $ 205,042 $ 274,725 $ 284,093 $ 201,594 Unreserved ............................ 3,562,773 4,579,838 4,899,619 4,894,297 5,294,682 Total Fund Equity .................... $3,745,021 $4,784,880 $5,174,344 $5,178,390 $5,496,276 Total Liabilities and Fund Equity .... $3,753,468 $4,784,937 $6,025,276 $5,178,390 $5,496,276 Note: (1) Includes the Education Fund and the Operations and Maintenance Fund.


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General Fund(1) Revenues and Expenditures

Audited Fiscal Year Ending June 30 2007 2008 2009 2010 2011

REVENUES: Local Sources ............................. $ 4,751,129 $ 4,376,536 $ 4,434,155 $ 2,441,391 $ 2,644,983 State Sources ............................. 5,897,837 6,926,450 5,347,250 5,455,421 6,482,175 Federal Sources ........................... 1,407,181 1,177,652 2,405,941 3,025,667 1,486,745 On-Behalf Payments ........................ 621,478 865,123 1,151,741 1,003,556 987,266 Total Revenues .......................... $12,677,625 $13,345,761 $13,339,087 $11,926,035 $11,601,169 EXPENDITURES: Instruction ............................... $ 7,142,622 $ 7,585,691 $ 7,828,515 $ 5,557,119 $ 5,038,306 Supporting Services ....................... 3,513,763 3,808,936 3,982,202 3,049,708 2,683,195 Community Services ........................ 88,928 88,310 104,321 109,193 100,566 Non-Programmed Charges .................... 14,417 11,969 0 0 0 Payments to Other Government Units ........ 0 0 16,121 2,202,413 2,478,950 Debt Service .............................. 0 0 0 0 0 On-Behalf Payments ........................ 621,478 865,123 1,151,741 1,003,556 987,266 Total Expenditures ...................... $11,381,208 $12,360,029 $13,082,900 $11,921,989 $11,288,283 Excess (Deficit) of Revenues Over (Under) Expenditures ................ $ 1,296,417 $ 985,732 $ 256,187 $ 4,046 $ 312,886 Other Financing Sources (Uses): Transfers In ............................. $ 0 $ 0 $ 0 $ 0 $ 0 Sale of Bonds ............................ 34,070 54,127 142,500 0 5,000 Total Other Financing Sources (Uses) .... $ 34,070 $ 54,127 $ 142,500 $ 0 $ 5,000 Excess (Deficit) of Revenues and Other Financing Sources (Uses) Over (Under) Expenditures ................ $ 1,330,487 $ 1,039,859 $ 398,687 $ 4,046 $ 317,886 Beginning Fund Balance .................... 2,414,534 3,745,021 4,784,880 5,174,344 5,178,390 Changes in Fund Balances .................. 0 0 (9,223) 0 0 Ending Fund Balance ....................... $ 3,745,021 $ 4,784,880 $ 5,174,344 $ 5,178,390 $ 5,496,276 Note: (1) Includes the Education Fund and the Operations and Maintenance Fund.

General Fund Interim and Budget Financial Information

Actuals Budget Eleven Months Twelve Months Ending Ending 05/17/12 06/30/12

REVENUES: Local Sources .............................................. $2,819,089 $ 2,827,728 State Sources .............................................. 5,282,823 6,450,939 Federal Sources ............................................ 1,195,984 1,437,573 Flow-Through Sources ....................................... 0 20,000 Transfer ................................................... 176,371 0 On-Behalf Payments ......................................... 0 0 Total Revenues ........................................... $9,474,267 $10,736,240 EXPENDITURES: Instruction ................................................ $4,745,263 $ 4,993,880 Supporting Services ........................................ 2,625,162 2,994,357 Community Services ......................................... 2,132,034 2,417,547 Payments to Other Government Units ......................... 180,205 15,000 Debt Services .............................................. 0 0 Total Expenditures ....................................... $9,682,665 $10,420,784 Excess (Deficit) of Revenues Over (Under) Expenditures ..... $ (208,398) $ 315,456


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EMPLOYEE RETIREMENT AND OTHER POSTEMPLOYMENT BENEFITS OBLIGATIONS

See APPENDIX A herein for a discussion of the District’s employee retirement and other postemployment benefits obligations.

REGISTRATION, TRANSFER AND EXCHANGE

See also APPENDIX B for information on registration, transfer and exchange of book-entry bonds. The Bonds will be initially issued as book-entry bonds.

The District shall cause books (the “Bond Register”) for the registration and for the transfer of the Bonds to be kept at the principal office maintained for the purpose by the Bond Registrar in Chicago, Illinois. The District will authorize to be prepared, and the Bond Registrar shall keep custody of, multiple bond blanks executed by the District for use in the transfer and exchange of Bonds.

Any Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in the Bond Resolution. Upon surrender for transfer or exchange of any Bond at the principal office maintained for the purpose by the Bond Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Bond Registrar and duly executed by the registered owner or such owner’s attorney duly authorized in writing, the District shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the registered owner, transferee or transferees (as the case may be) a new fully registered Bond or Bonds of the same maturity and interest rate of authorized denominations, for a like aggregate principal amount.

The execution by the District of any fully registered Bond shall constitute full and due authorization of such Bond, and the Bond Registrar shall thereby be authorized to authenticate, date and deliver such Bond, provided, however, the principal amount of outstanding Bonds of each maturity authenticated by the Bond Registrar shall not exceed the authorized principal amount of Bonds for such maturity less Bonds previously paid. The Bond Registrar shall not be required to transfer or exchange any Bond following the close of business on the fifteenth day of the month next preceding any interest payment date on such Bond (known as the record date), nor to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed, nor during a period of fifteen days next preceding mailing of a notice of redemption of any Bonds. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on any Bonds shall be made only to or upon the order of the registered owner thereof or such owner’s legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.

No service charge shall be made for any transfer or exchange of Bonds, but the District or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a bond surrendered for redemption.


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TAX MATTERS

Federal tax law contains a number of requirements and restrictions which apply to the Series 2012A Bonds, including investment restrictions, periodic payments of arbitrage profits to the United States, requirements regarding the proper use of bond proceeds and the facilities financed therewith, and certain other matters. The District has covenanted to comply with all requirements that must be satisfied in order for the interest on the Series 2012A Bonds to be excludable from gross income for federal income tax purposes. Failure to comply with certain of such covenants could cause interest on the Series 2012A Bonds to become includable in gross income for federal income tax purposes retroactively to the date of issuance of the Series 2012A Bonds.

Subject to the District’s compliance with the above-referenced covenants, under present law, in the opinion of

Bond Counsel, interest on the Series 2012A Bonds is excludable from the gross income of the owners thereof for federal income tax purposes, and is not included as an item of tax preference in computing the federal alternative minimum tax for individuals and corporations, but interest on the Series 2012A Bonds is taken into account, however, in computing an adjustment used in determining the federal alternative minimum tax for certain corporations.

In rendering its opinion, Bond Counsel will rely upon certifications of the District with respect to certain material facts within the District’s knowledge. Bond Counsel’s opinion represents its legal judgment based upon its review of the law and the facts that it deems relevant to render such opinion and is not a guarantee of a result.

The Internal Revenue Code of 1986, as amended (the “Code”), includes provisions for an alternative minimum tax (“AMT”) for corporations in addition to the corporate regular tax in certain cases. The AMT for a corporation, if any, depends upon the corporation’s alternative minimum taxable income (“AMTI”), which is the corporation’s taxable income with certain adjustments. One of the adjustment items used in computing the AMTI of a corporation (with certain exceptions) is an amount equal to 75% of the excess of such corporation’s “adjusted current earnings” over an amount equal to its AMTI (before such adjustment item and the alternative tax net operating loss deduction). “Adjusted current earnings” would include certain tax-exempt interest, including interest on the Series 2012A Bonds.

Ownership of the Series 2012A Bonds may result in collateral federal income tax consequences to certain taxpayers, including, without limitation, corporations subject to the branch profits tax, financial institutions, certain insurance companies, certain S corporations, individual recipients of Social Security or Railroad Retirement benefits and taxpayers who may be deemed to have incurred (or continued) indebtedness to purchase or carry tax-exempt obligations. Prospective purchasers of the Series 2012A Bonds should consult their tax advisors as to applicability of any such collateral consequences.

The issue price (the “Issue Price”) for each maturity of the Series 2012A Bonds is the price at which a substantial amount of such maturity of the Series 2012A Bonds is first sold to the public. The Issue Price of a maturity of the Series 2012A Bonds may be different from the price set forth, or the price corresponding to the yield set forth, in this Final Official Statement.


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If the Issue Price of a maturity of the Series 2012A Bonds is less than the principal amount payable at maturity, the difference between the Issue Price of each such maturity, if any, of the Series 2012A Bonds (the “OID Bonds”) and the principal amount payable at maturity is original issue discount.

For an investor who purchases an OID Bond in the initial public offering at the Issue Price for such maturity and who holds such OID Bond to its stated maturity, subject to the condition that the District complies with the covenants discussed above, (a) the full amount of original issue discount with respect to such OID Bond constitutes interest which is excludable from the gross income of the owner thereof for federal income tax purposes; (b) such owner will not realize taxable capital gain or market discount upon payment of such OID Bond at its stated maturity; (c) such original issue discount is not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Code, but is taken into account in computing an adjustment used in determining the alternative minimum tax for certain corporations under the Code, as described above; and (d) the accretion of original issue discount in each year may result in certain other collateral federal income tax consequences in each year even though a corresponding cash payment may not be received until a later year. Based upon the stated position of the Illinois Department of Revenue under Illinois income tax law, accreted original issue discount on such OID Bonds is subject to taxation as it accretes, even though there may not be a corresponding cash payment until a later year. Owners of OID Bonds should consult their own tax advisors with respect to the state and local tax consequences of original issue discount on such OID Bonds.

Owners of Series 2012A Bonds who dispose of Series 2012A Bonds prior to the stated maturity (whether by sale, redemption or otherwise), purchase Series 2012A Bonds in the initial public offering, but at a price different from the Issue Price or purchase Series 2012A Bonds subsequent to the initial public offering should consult their own tax advisors.

If a Series 2012A Bond is purchased at any time for a price that is less than the Series 2012A Bond’s stated redemption price at maturity or, in the case of an OID Bond, its Issue Price plus accreted original issue discount (the “Revised Issue Price”), the purchaser will be treated as having purchased a Series 2012A Bond with market discount subject to the market discount rules of the Code (unless a statutory de minimis rule applies). Accrued market discount is treated as taxable ordinary income and is recognized when a Series 2012A Bond is disposed of (to the extent such accrued discount does not exceed gain realized) or, at the purchaser’s election, as it accrues. Such treatment would apply to any purchaser who purchases an OID Bond for a price that is less than its Revised Issue Price. The applicability of the market discount rules may adversely affect the liquidity or secondary market price of such Series 2012A Bond. Purchasers should consult their own tax advisors regarding the potential implications of market discount with respect to the Series 2012A Bonds.

An investor may purchase a Series 2012A Bond at a price in excess of its stated principal amount. Such excess is characterized for federal income tax purposes as “bond premium” and must be amortized by an investor on a constant yield basis over the remaining term of the Series 2012A Bond in a manner that takes into account potential call dates and call prices. An investor cannot deduct amortized bond premium relating to a tax-exempt bond. The amortized bond premium is treated as a reduction in the tax-exempt interest received. As bond premium is amortized, it reduces the investor’s basis in the Series 2012A Bond. Investors who purchase a Series 2012A Bond at a premium should consult their own tax advisors regarding the amortization of bond premium and its effect on the Series 2012A Bond’s basis for purposes of computing gain or loss in connection with the sale, exchange, redemption or early retirement of the Series 2012A Bond.

There are or may be pending in the Congress of the United States legislative proposals, including some that carry retroactive effective dates, that, if enacted, could alter or amend the federal tax matters referred to above or affect the market value of the Series 2012A Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, it would apply to bonds issued prior to enactment. Prospective purchasers of the Series 2012A Bonds should consult their own tax advisors regarding any pending or proposed federal tax legislation. Bond Counsel expresses no opinion regarding any pending or proposed federal tax legislation.


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The Internal Revenue Service (the “Service”) has an ongoing program of auditing tax-exempt obligations to determine whether, in the view of the Service, interest on such tax-exempt obligations is includable in the gross income of the owners thereof for federal income tax purposes. It cannot be predicted whether or not the Service will commence an audit of the Series 2012A Bonds. If an audit is commenced, under current procedures the Service may treat the District as a taxpayer and the Series 2012A Bondholders may have no right to participate in such procedure. The commencement of an audit could adversely affect the market value and liquidity of the Series 2012A Bonds until the audit is concluded, regardless of the ultimate outcome.

Payments of interest on, and proceeds of the sale, redemption or maturity of, tax-exempt obligations, including the Series 2012A Bonds, are in certain cases required to be reported to the Service. Additionally, backup withholding may apply to any such payments to any Series 2012A Bond owner who fails to provide an accurate Form W-9 Request for Taxpayer Identification Number and Certification, or a substantially identical form, or to any Series 2012A Bond owner who is notified by the Service of a failure to report any interest or dividends required to be shown on federal income tax returns. The reporting and backup withholding requirements do not affect the excludability of such interest from gross income for federal tax purposes.

Interest on the Series 2012B Bonds is includable in gross income for federal income purposes. Ownership of the Series 2012B Bonds may result in other federal income tax consequences to certain taxpayers. Series 2012B Bondholders should consult their tax advisors with respect to the inclusion of interest on the Series 2012B Bonds in gross income for federal income tax purposes and any collateral tax consequences.

Interest on the Bonds is not exempt from present State of Illinois income taxes. Ownership of the Bonds may result in other state and local tax consequences to certain taxpayers. Bond Counsel expresses no opinion regarding any such collateral consequences arising with respect to the Bonds. Prospective purchasers of the Bonds should consult their tax advisors regarding the applicability of any such state and local taxes.

QUALIFIED TAX-EXEMPT OBLIGATIONS Subject to the District’s compliance with certain covenants, in the opinion of Bond Counsel, the Series 2012A

Bonds are “qualified tax-exempt obligations” under the small issuer exception provided under Section 265(b)(3) of the Code, which affords banks and certain other financial institutions more favorable treatment of their deduction for interest expense than would otherwise be allowed under Section 265(b)(2) of the Code.

CONTINUING DISCLOSURE

The District will enter into a Continuing Disclosure Undertaking (the “Undertaking”) for the benefit of the beneficial owners of the Bonds to send certain information annually and to provide notice of certain events to the Municipal Securities Rulemaking Board (the “MSRB”) pursuant to the requirements of Section (b)(5) of Rule 15c2-12 (the “Rule”) adopted by the Securities and Exchange Commission (the “Commission”) under the Securities Exchange Act of 1934. No person, other than the District, has undertaken, or is otherwise expected, to provide continuing disclosure with respect to the Bonds. The information to be provided on an annual basis, the events which will be noticed on an occurrence basis and a summary of other terms of the Undertaking, including termination, amendment and remedies, are set forth below under “THE UNDERTAKING.”


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The District has not previously been required to deliver an undertaking pursuant to the Rule. A failure by the District to comply with the Undertaking will not constitute a default under the Bond Resolution and beneficial owners of the Bonds are limited to the remedies described in the Undertaking. See “THE UNDERTAKING - Consequences of Failure of the District to Provide Information.” The District must report any failure to comply with the Undertaking in accordance with the Rule. Any broker, dealer or municipal securities dealer must consider such report before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market price.

Bond Counsel expresses no opinion as to whether the Undertaking complies with the requirements of Section

(b)(5) of the Rule.

THE UNDERTAKING

The following is a brief summary of certain provisions of the Undertaking of the District and does not purport to be complete. The statements made under this caption are subject to the detailed provisions of the Undertaking, a copy of which is available upon request from the District. Annual Financial Information Disclosure

The District covenants that it will disseminate its Annual Financial Information and its Audited Financial Statements, if any (as described below) to the MSRB in such manner and format and accompanied by identifying information as is prescribed by the MSRB or the Commission at the time of delivery of such information within 210 days after the last day of the District’s fiscal year (currently on June 30). If Audited Financial Statements are not available when the Annual Financial Information is filed, the District will file unaudited financial statements. The District will submit Audited Financial Statements to the MSRB’s Electronic Municipal Market Access (“EMMA”) system within 30 days after availability to the District. MSRB Rule G-32 requires all EMMA filings to be in word-searchable PDF format. This requirement extends to all documents to be filed with EMMA, including financial statements and other externally prepared reports.

“Annual Financial Information” means:

1. All of the tables under the heading “PROPERTY ASSESSMENT AND TAX INFORMATION” within this Final Official Statement;

2. All of the tables under the heading “DEBT INFORMATION” within this Final Official Statement; and

3. All of the tables under the heading “FINANCIAL INFORMATION” within this Final Official Statement.

“Audited Financial Statements” means financial statements of the District as audited annually by independent

certified public accountants. Audited Financial Statements are expected to continue to be prepared according to Generally Accepted Accounting Principles as applicable to governmental units (i.e., as subject to the pronouncements of the Governmental Accounting Standards Board and subject to any express requirements of State law).


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Reportable Events Disclosure

The District covenants that it will disseminate in a timely manner (not in excess of ten business days after the occurrence of the Reportable Event) Reportable Events Disclosure to the MSRB in such manner and format and accompanied by identifying information as is prescribed by the MSRB or the Commission at the time of delivery of such information. MSRB Rule G-32 requires all EMMA filings to be in word-searchable PDF format. This requirement extends to all documents to be filed with EMMA, including financial statements and other externally prepared reports. The “Events” are:

1. Principal and interest payment delinquencies 2. Non-payment related defaults, if material 3. Unscheduled draws on debt service reserves reflecting financial difficulties 4. Unscheduled draws on credit enhancements reflecting financial difficulties 5. Substitution of credit or liquidity providers, or their failure to perform 6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations

of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security

7. Modifications to the rights of security holders, if material 8. Bond calls, if material, and tender offers 9. Defeasances 10. Release, substitution or sale of property securing repayment of the securities, if material 11. Rating changes 12. Bankruptcy, insolvency, receivership or similar event of the District* 13. The consummation of a merger, consolidation, or acquisition involving the District or the sale of all or

substantially all of the assets of the District, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material

14. Appointment of a successor or additional trustee or the change of name of a trustee, if material. Consequences of Failure of the District to Provide Information

The District shall give notice in a timely manner to the MSRB of any failure to provide disclosure of Annual Financial Information and Audited Financial Statements when the same are due under the Undertaking.

In the event of a failure of the District to comply with any provision of the Undertaking, the beneficial owner of any Bond may seek mandamus or specific performance by court order, to cause the District to comply with its obligations under the Undertaking. A default under the Undertaking shall not be deemed a default under the Bond Resolution, and the sole remedy under the Undertaking in the event of any failure of the District to comply with the Undertaking shall be an action to compel performance. This event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the District in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the District, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the District.


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Amendment; Waiver

Notwithstanding any other provision of the Undertaking, the District by resolution or ordinance authorizing such amendment or waiver, may amend the Undertaking, and any provision of the Undertaking may be waived, if:

(a) (i) The amendment or the waiver is made in connection with a change in circumstances that arises from a change in legal requirements, including, without limitation, pursuant to a “no-action” letter issued by the Commission, a change in law, or a change in the identity, nature, or status of the District, or type of business conducted; or

(ii) The Undertaking, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (b) The amendment or waiver does not materially impair the interests of the beneficial owners of the Bonds, as determined by parties unaffiliated with the District (such as Bond Counsel).

In the event that the Commission or the MSRB or other regulatory authority approves or requires Annual

Financial Information or notices of a Reportable Event to be filed with a central post office, governmental agency or similar entity other than the MSRB or in lieu of the MSRB, the District shall, if required, make such dissemination to such central post office, governmental agency or similar entity without the necessity of amending the Undertaking. Termination of Undertaking

The Undertaking shall be terminated if the District shall no longer have any legal liability for any obligation on or relating to repayment of the Bonds under the Bond Resolution. The District shall give notice to the MSRB in a timely manner if this paragraph is applicable. Additional Information

Nothing in the Undertaking shall be deemed to prevent the District from disseminating any other information, using the means of dissemination set forth in the Undertaking or any other means of communication, or including any other information in any Annual Financial Information or Audited Financial Statements or notice of occurrence of a Reportable Event, in addition to that which is required by the Undertaking. If the District chooses to include any information from any document or notice of occurrence of a Reportable Event in addition to that which is specifically required by the Undertaking, the District shall have no obligation under the Undertaking to update such information or include it in any future disclosure or notice of occurrence of a Reportable Event. Dissemination of Information; Dissemination Agent

When filings are required to be made with the MSRB in accordance with the Undertaking, such filings are required to be made through its EMMA system for municipal securities disclosure or through any other electronic format or system prescribed by the MSRB for purposes of the Rule.

The District may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under the Undertaking, and may discharge any such Agent, with or without appointing a successor Dissemination Agent.


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OPTIONAL REDEMPTION

The Series 2012A Bonds due November 1, 2022, are non-callable. The Series 2012A Bonds due November 1,

2023-2031, inclusive, are callable in whole or in part on any date on or after November 1, 2022, at a price of par and accrued interest. If less than all the Series 2012A Bonds are called, they shall be redeemed in such principal amounts and from such maturities as determined by the District and within any maturity by lot.

The Bond Registrar will give notice of redemption, identifying the Series 2012A Bonds (or portions thereof) to

be redeemed, by mailing a copy of the redemption notice by first class mail not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption to the registered owner of each Series 2012A Bond (or portion thereof) to be redeemed at the address shown on the registration books maintained by the Bond Registrar. Unless moneys sufficient to pay the redemption price of the Series 2012A Bonds to be redeemed are received by the Series 2012A Bond Registrar prior to the giving of such notice of redemption, such notice may, at the option of the District, state that said redemption will be conditional upon the receipt of such moneys by the Bond Registrar on or prior to the date fixed for redemption. If such moneys are not received, such notice will be of no force and effect, the District will not redeem such Series 2012A Bonds, and the Bond Registrar will give notice, in the same manner in which the notice of redemption has been given, that such moneys were not so received and that such Series 2012A Bonds will not be redeemed. Otherwise, prior to any redemption date, the District will deposit with the Bond Registrar an amount of money sufficient to pay the redemption price of all the Series 2012A Bonds or portions of Series 2012A Bonds which are to be redeemed on the date.

Subject to the provisions for a conditional redemption described above, notice of redemption having been given as described above and in the Bond Resolution, the Series 2012A Bonds or portions of Series 2012A Bonds so to be redeemed will, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the District shall default in the payment of the redemption price) such Series 2012A Bonds or portions of Series 2012A Bonds shall cease to bear interest. Upon surrender of such Series 2012A Bonds for redemption in accordance with said notice, such Series 2012A Bonds will be paid by the Bond Registrar at the redemption price. The Series 2012B Bonds are not subject to optional redemption prior to maturity.

NOTICE OF REDEMPTION

Notice of the redemption of Series 2012A 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 Series 2012A Bonds to be redeemed at their last addresses appearing on said registration books. The Series 2012A 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 Series 2012A 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 Series 2012A Bonds or portions thereof shall cease to accrue and become payable.

Subject to the provisions for a conditional redemption described above, notice of redemption having been given as described above and in the Bond Resolution, the Series 2012A Bonds or portions of Series 2012A Bonds so to be redeemed will, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the District shall default in the payment of the redemption price) such Series 2012A Bonds or portions of Series 2012A Bonds shall cease to bear interest. Upon surrender of such Series 2012A Bonds for redemption in accordance with said notice, such Series 2012A Bonds will be paid by the Bond Registrar at the redemption price.


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LITIGATION

There is no litigation of any nature now pending or threatened restraining or enjoining the issuance, sale,

execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the District taken with respect to the issuance or sale thereof.

CERTAIN LEGAL MATTERS

Certain legal matters incident to the authorization, issuance and sale of the Bonds are subject to the approving legal opinion of Chapman and Cutler LLP, Chicago, Illinois, as Bond Counsel (the “Bond Counsel”), who has been retained by, and acts as, Bond Counsel to the District. Bond Counsel has not been retained or consulted on disclosure matters and has not undertaken to review or verify the accuracy, completeness or sufficiency of this Final Official Statement or other offering material relating to the Bonds and assumes no responsibility for the statements or information contained in or incorporated by reference in this Final Official Statement, except that in its capacity as Bond Counsel, Chapman and Cutler LLP has, at the request of the District, reviewed only those portions of this Final Official Statement involving the description of the Bonds, the security for the Bonds (excluding forecasts, projections, estimates or any other financial or economic information in connection therewith), the description of the federal tax treatment of interest on the Bonds and the “bank-qualified” status of the Series 2012A Bonds, if any. This review was undertaken solely at the request and for the benefit of the District and did not include any obligation to establish or confirm factual matters set forth herein.

FINAL OFFICIAL STATEMENT AUTHORIZATION

This Final Official Statement has been authorized for distribution to prospective purchasers of the Bonds. All statements, information, and statistics herein are believed to be correct but are not guaranteed by the consultants or by the District, and all expressions of opinion, whether or not so stated, are intended only as such.

INVESTMENT RATING

Standard & Poor’s assigned the Bonds a rating of “AA-” (Stable Outlook). This rating is conditioned upon the delivery by ASSURED GUARANTY MUNICIPAL CORP. of its standard form of Municipal Bond Insurance Policy at the time of delivery of the Bonds. The underlying rating for the Bonds is “A+” (Stable Outlook) from Standard & Poor’s. No application was made to any other rating agency for the purpose of obtaining an additional rating on the Bonds. Generally, rating agencies base their ratings on such information and materials and investigations, studies and assumptions by the respective rating agency. There is no assurance that such ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by such rating agencies if, in their judgment, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the Bonds. The City and the Underwriters have undertaken no responsibility either to bring to the attention of the registered owners of the Bonds any proposed change in or withdrawal of such ratings or to oppose any such revision or withdrawal (other than to comply with any applicable continuing disclosure requirements).


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UNDERWRITING

The Series 2012A Bonds were offered for sale by the District at a public, competitive sale on June 4, 2012. The best bid submitted at the sale was submitted by Stifel, Nicolaus & Company, Inc., Memphis, Tennessee (the “Series 2012A Underwriter”). The District awarded the contract for sale of the Series 2012A Bonds to the Series 2012A Underwriter at a price of $6,161,952.80. The Series 2012A Underwriter has represented to the District that the Series 2012A Bonds have been subsequently re-offered to the public initially at the yields or prices set forth in this Final Official Statement.

The Series 2012B Bonds were offered for sale by the District at a public, competitive sale on June 4, 2012. The best bid submitted at the sale was submitted by BOSC, Inc., Menomonee Falls, Wisconsin (the “Series 2012B Underwriter”). The District awarded the contract for sale of the Series 2012B Bonds to the Series 2012B Underwriter at a price of $1,110,036.30. The Series 2012B Underwriter has represented to the District that the Series 2012B Bonds have been subsequently re-offered to the public initially at the yields or prices set forth in this Final Official Statement.

FINANCIAL ADVISOR

The District has engaged Speer Financial, Inc. as financial advisor (the “Financial Advisor”) in connection with the issuance and sale of the Bonds. The Financial Advisor is a Registered Municipal Advisor in accordance with the rules of the Municipal Securities Rulemaking Board (the “MSRB”). The Financial Advisor will not participate in the underwriting of the Bonds. The financial information included in the Final Official Statement has been compiled by the Financial Advisor. Such information does not purport to be a review, audit or certified forecast of future events and may not conform with accounting principles applicable to compilations of financial information. The Financial Advisor is not a firm of certified public accountants and does not serve in that capacity or provide accounting services in connection with the Bonds. The Financial Advisor is not obligated to undertake any independent verification of or to assume any responsibility for the accuracy, completeness or fairness of the information contained in this Final Official Statement, nor is the Financial Advisor obligated by the District’s continuing disclosure undertaking.

CERTIFICATION We have examined this Final Official Statement dated June 4, 2012, for the $6,000,000 General Obligation School Bonds, Series 2012A and the $1,110,000 Taxable General Obligation Refunding School Bonds, Series 2012B, believe it to be true and correct and will provide to the purchasers of the Bonds at the time of delivery certificates confirming to the purchasers that to the best of our knowledge and belief information in the Official Statement was at the time of acceptance of the bid for the Bonds and, including any addenda thereto, was at the time of delivery of the Bonds true and correct in all material respects and does not include any untrue statement of a material fact, nor does it omit the statement of any material fact required to be stated therein, or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. /s/ CONNIE SUTTON /s/ TOM DAVIS Superintendent Board President/Treasurer PARIS UNION SCHOOL DISTRICT PARIS UNION SCHOOL DISTRICT NUMBER 95 NUMBER 95 Edgar County, Illinois Edgar County, Illinois

APPENDIX A

PARIS UNION SCHOOL DISTRICT NUMBER 95 EDGAR COUNTY, ILLINOIS

EXCERPTS OF FISCAL YEAR 2011 AUDITED FINANCIAL STATEMENTS

APPENDIX B

DESCRIBING BOOK-ENTRY-ONLY ISSUANCE

1. The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for

the Bonds (the “Securities”). The Securities 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 Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC.

2. 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 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.

3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“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 Securities 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 Securities, except in the event that use of the book-entry system for the Securities is discontinued.

4. To facilitate subsequent transfers, all Securities 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 Securities 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 Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities 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.

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5. 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 Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities 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.

6. Redemption notices shall be sent to DTC. If less than all of the Securities 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. 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the District 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 Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Securities 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 District or the Paying Agent, on 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, the Paying Agent, or the District, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the District or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to any Tender/Remarketing Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to any Tender/Remarketing Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Securities to any Tender/Remarketing Agent’s DTC account. 10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to the District or the Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 11. The District may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 12. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the District believes to be reliable, but the District takes no responsibility for the accuracy thereof.

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APPENDIX C

BOND INSURANCE

BOND INSURANCE POLICY

Concurrently with the issuance of the Bonds, Assured Guaranty Municipal Corp. ("AGM") will issue its Municipal Bond Insurance Policy for the Bonds (the "Policy"). The Policy guarantees the scheduled payment of principal of and interest on the Bonds when due as set forth in the form of the Policy included as an exhibit to this Final Official Statement. The Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law. ASSURED GUARANTY MUNICIPAL CORP.

AGM is a New York domiciled financial guaranty insurance company and a wholly owned subsidiary of Assured Guaranty Municipal Holdings Inc. ("Holdings"). Holdings is an indirect subsidiary of Assured Guaranty Ltd. (“AGL”), a Bermuda-based holding company whose shares are publicly traded and are listed on the New York Stock Exchange under the symbol “AGO”. AGL, through its operating subsidiaries, provides credit enhancement products to the U.S. and global public finance, infrastructure and structured finance markets. No shareholder of AGL, Holdings or AGM is liable for the obligations of AGM. AGM’s financial strength is rated “AA-” (stable outlook) by Standard and Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”) and “Aa3” (on review for possible downgrade) by Moody’s Investors Service, Inc. (“Moody’s”). An explanation of the significance of the above ratings may be obtained from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any security, and such ratings are subject to revision or withdrawal at any time by the rating agencies, including withdrawal initiated at the request of AGM in its sole discretion. In addition, the rating agencies may at any time change AGM’s long-term rating outlooks or place such ratings on a watch list for possible downgrade in the near term. Any downward revision or withdrawal of any of the above ratings, the assignment of a negative outlook to such ratings or the placement of such ratings on a negative watch list may have an adverse effect on the market price of any security guaranteed by AGM. AGM only guarantees scheduled principal and scheduled interest payments payable by the issuer of bonds insured by AGM on the date(s) when such amounts were initially scheduled to become due and payable (subject to and in accordance with the terms of the relevant insurance policy), and does not guarantee the market price or liquidity of the securities it insures, nor does it guarantee that the ratings on such securities will not be revised or withdrawn. Current Financial Strength Ratings

On March 20, 2012, Moody’s issued a press release stating that it had placed AGM’s “Aa3” insurance financial strength rating on review for possible downgrade. AGM can give no assurance as to any further ratings action that Moody’s may take. Reference is made to the press release, a copy of which is available at www.moodys.com, for the complete text of Moody’s comments. On November 30, 2011, S&P published a Research Update in which it downgraded AGM’s financial strength rating from “AA+” to “AA-“. At the same time, S&P removed the financial strength rating from CreditWatch negative and changed the outlook to stable. AGM can give no assurance as to any further ratings action that S&P may take. Reference is made to the Research Update, a copy of which is available at www.standardandpoors.com, for the complete text of S&P’s comments. For more information regarding AGM’s financial strength ratings and the risks relating thereto, see AGL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 and its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012.

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Capitalization of AGM At March 31, 2012, AGM’s consolidated policyholders’ surplus and contingency reserves were approximately $3,123,869,658 and its total net unearned premium reserve was approximately $2,275,867,231, in each case, in accordance with statutory accounting principles. AGM’s statutory financial statements for the fiscal year ended December 31, 2011, and for the quarterly period ended March 31, 2012, which have been filed with the New York State Department of Financial Services and posted on AGL’s website at http://www.assuredguaranty.com, are incorporated by reference into this Final Official Statement and shall be deemed to be a part hereof. Incorporation of Certain Documents by Reference

Portions of the following documents filed by AGL with the Securities and Exchange Commission (the “SEC”) that relate to AGM are incorporated by reference into this Final Official Statement and shall be deemed to be a part hereof:

(i) the Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (filed by AGL with the SEC on February 29, 2012); and

(ii) the Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2012 (filed by AGL with the SEC on May 10, 2012).

All information relating to AGM included in, or as exhibits to, documents filed by AGL pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, after the filing of the last document referred to above and before the termination of the offering of the Bonds shall be deemed incorporated by reference into this Final Official Statement and to be a part hereof from the respective dates of filing such documents. Copies of materials incorporated by reference are available over the internet at the SEC’s website at http://www.sec.gov, at AGL’s website at http://www.assuredguaranty.com, or will be provided upon request to Assured Guaranty Municipal Corp.: 31 West 52nd Street, New York, New York 10019, Attention: Communications Department (telephone (212) 826-0100).

Any information regarding AGM included herein under the caption “BOND INSURANCE – Assured Guaranty Municipal Corp.” or included in a document incorporated by reference herein (collectively, the “AGM Information”) shall be modified or superseded to the extent that any subsequently included AGM Information (either directly or through incorporation by reference) modifies or supersedes such previously included AGM Information. Any AGM Information so modified or superseded shall not constitute a part of this Final Official Statement, except as so modified or superseded. Miscellaneous Matters AGM or one of its affiliates may purchase a portion of the Bonds or any uninsured bonds offered under this Final Official Statement and may hold such Bonds or uninsured bonds for investment or may sell or otherwise dispose of such Bonds or uninsured bonds at any time or from time to time.

AGM makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Final Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the heading “APPENDIX C - BOND INSURANCE”.

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APPENDIX D

PROPOSED FORM OF OPINION OF BOND COUNSEL - SERIES 2012A BONDS

[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

[TO BE DATED CLOSING DATE]

We hereby certify that we have examined certified copy of the proceedings (the “Proceedings”) of the Board of Education of Paris Union School District Number 95, Edgar County, Illinois (the “District”), passed preliminary to the issue by the District of its fully registered General Obligation School Bonds, Series 2012A (the “Bonds”), to the amount of $6,000,000, dated June 26, 2012, due serially on November 1 of the years and in the amounts and bearing interest as follows:

2022 $445,000 3.250% 2023 490,000 3.250% 2024 525,000 3.250% 2025 555,000 3.250% 2026 580,000 3.250% 2027 615,000 3.250% 2028 645,000 3.500% 2029 670,000 3.500% 2030 715,000 3.500% 2031 760,000 3.500%

the Bonds due on or after November 1, 2023, being subject to redemption prior to maturity at the option of the District as a whole or in part in any order of their maturity as determined by the District (less than all of the Bonds of a single maturity to be selected by the Bond Registrar), on November 1, 2022, or on any date thereafter, at the redemption price of par plus accrued interest to the redemption date, as provided in the Proceedings, and we are of the opinion that the Proceedings show lawful authority for said issue under the laws of the State of Illinois now in force.

We further certify that we have examined the form of bond prescribed for said issue and find the same in due form of law, and in our opinion said issue, to the amount named, is valid and legally binding upon the District and is payable from any funds of the District legally available for such purpose, and all taxable property in the District is subject to the levy of taxes to pay the same without limitation as to rate or amount, except that the rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights and by equitable principles, whether considered at law or in equity, including the exercise of judicial discretion.

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It is our opinion that, subject to the District’s compliance with certain covenants, under present law, interest on the Bonds is excludable from gross income of the owners thereof for federal income tax purposes and is not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Internal Revenue Code of 1986, as amended (the “Code”), but is taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. Failure to comply with certain of such District covenants could cause interest on the Bonds to be includable in gross income for federal income tax purposes retroactively to the date of issuance of the Bonds. Ownership of the Bonds may result in other federal tax consequences to certain taxpayers, and we express no opinion regarding any such collateral consequences arising with respect to the Bonds.

It is also our opinion that the Bonds are “qualified tax-exempt obligations” pursuant to Section 265(b)(3) of the Code.

We express no opinion herein as to the accuracy, adequacy or completeness of any information furnished to any person in connection with any offer or sale of the Bonds.

In rendering this opinion, we have relied upon certifications of the District with respect to certain material facts within the District’s knowledge. Our opinion represents our legal judgment based upon our review of the law and the facts that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

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PROPOSED FORM OF OPINION OF BOND COUNSEL - SERIES 2012B BONDS

[LETTERHEAD OF CHAPMAN AND CUTLER LLP]

[TO BE DATED CLOSING DATE]

We hereby certify that we have examined certified copy of the proceedings (the “Proceedings”) of the Board of Education of Paris Union School District Number 95, Edgar County, Illinois (the “District”), passed preliminary to the issue by the District of its fully registered Taxable General Obligation Refunding School Bonds, Series 2012B (the “Bonds”), to the amount of $1,110,000, dated June 26, 2012, due serially on November 1 of the years and in the amounts and bearing interest as follows:

2019 $360,000 2.750% 2020 370,000 2.875% 2021 380,000 3.000%

and we are of the opinion that the Proceedings show lawful authority for said issue under the laws of the State of Illinois now in force.

We further certify that we have examined the form of bond prescribed for said issue and find the same in due form of law, and in our opinion said issue, to the amount named, is valid and legally binding upon the District and is payable from any funds of the District legally available for such purpose, and all taxable property in the District is subject to the levy of taxes to pay the same without limitation as to rate or amount, except that the rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights and by equitable principles, whether considered at law or in equity, including the exercise of judicial discretion.

It is our opinion that under present law, interest on the Bonds is includable in gross income of the owners thereof for federal income tax purposes. Ownership of the Bonds may result in other federal income tax consequences to certain taxpayers. Bondholders should consult their own tax advisors concerning tax consequences of ownership of the Bonds.

We express no opinion herein as to the accuracy, adequacy or completeness of any information furnished to any person in connection with any offer or sale of the Bonds.

In rendering this opinion, we have relied upon certifications of the District with respect to certain material facts within the District’s knowledge. Our opinion represents our legal judgment based upon our review of the law and the facts that we deem relevant to render such opinion and is not a guarantee of a result. This opinion is given as of the date hereof and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

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