ESCROW AGREEMENT This Escrow Agreement dated as of rVlay 8, 2012, by and between the State of Illinois and Deutsche Bank National Trust Company, a national bank duly organized, validly existing and in good standing under the laws of the United States of Atnerica, having trust powers, with a designated corporate trust office located in the City of Chicago, Illinois, not individually but in the capacity as hereinafter described, for and in consideration of the mutual promises contained herein, WITNESSETH ARTICLE I DEFINITIONS Thc following words and tenns used in this Agreement shall have the following meanings unless the context or use clearly indicates another or different meaning Section /.1. "Af.{reement" means this Escrow Agreement dated as of May 8,2012. Section 1.2. "Bonds" lueans the $1,797,740,000 General Obligation Refunding Bonds, Series of 2012, of the State. certain proceeds of which are to be used to provide for the refunding of the Refunded Bonds. Section 1.3. "Bond Registrar" means the bond registrar for the respective series of the Refunded Bonds, or any duly appointed successor. The Bond Registrar for all of the Refunded Bonds is currently the Treasurer. Section 1.4. "Bond Sale Order" means the order authorizing the issuance of the Bonds adopted by the Governor and the Director on Iviay 1, 2012. Section 1.5. "Code" means the Internal Revenue Code of 1986, as ainended, and all lawful regulations prolnulgated thereunder.
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ESCROW AGREEMENT
This Escrow Agreement dated as of rVlay 8, 2012, by and between the State of Illinois and
Deutsche Bank National Trust Company, a national bank duly organized, validly existing and in
good standing under the laws of the United States of Atnerica, having trust powers, with a
designated corporate trust office located in the City of Chicago, Illinois, not individually but in
the capacity as hereinafter described, for and in consideration of the mutual promises contained
herein,
WITNESSETH
ARTICLE I
DEFINITIONS
Thc following words and tenns used in this Agreement shall have the following
meanings unless the context or use clearly indicates another or different meaning
Section /.1. "Af.{reement" means this Escrow Agreement dated as of May 8,2012.
Section 1.2. "Bonds" lueans the $1,797,740,000 General Obligation Refunding Bonds,
Series of ~Aay 2012, of the State. certain proceeds of which are to be used to provide for the
refunding of the Refunded Bonds.
Section 1.3. "Bond Registrar" means the bond regi strar for the respective series of the
Refunded Bonds, or any duly appointed successor. The Bond Registrar for all of the Refunded
Bonds is currently the Treasurer.
Section 1.4. "Bond Sale Order" means the order authorizing the issuance of the Bonds
adopted by the Governor and the Director on Iviay 1, 2012.
Section 1.5. "Code" means the Internal Revenue Code of 1986, as ainended, and all
lawful regulations prolnulgated thereunder.
Section 1. 6. "Defeasance Report" means the report of Samuel Klein and Company,
certified public accountants, Newark, New Jersey, dated as of May 8, 2012, concerning the
Bonds and the defeasance of the Refunded Bonds, attached hereto as Exhibit A.
Section 1.7. ('Depositol:V'·· means The Depository Trust Cornpany, a limited purpose
trust COlnpany organized under the laws of the State of New York, its successors, or a successor
depository qualified to clear securities under applicable state and federal laws.
Section 1. 8. IlDirector" means the Director of the Governor's Office of Management
and Budget of the State or any such Acting Director of the Governor's Office of Management
and Budget of the State.
Section 1.9. "Escrow Account" means the trust fund created under the terms of this
Agreelnent with the Escrow Agent and comprised of the Government Securities and a certain
beginning deposit as more fully described in the Defeasance Report.
Section 1.10. "Escrow Agent" means Deutsche Bank National Trust Company, a
national bank duly organized, validly existing and in good standing under the laws of the United
States of "L\.merica, having trust powers, with a designated corporate trust office located in the
City of Chicago, Hiinois, not individually but in the capacity for the uses and purposes
hereinafter mentioned, or any successor thereto.
Section 1.11. "Government 5~ecurities" means direct, noncallable, non-prepayable full
faith and credit obligations of the United States of America (currently known as United States
Bills, Notes, Bonds~ STRPS or SLGS) purchased with Bond proceeds and deposited hereunder,
as more particularly described in Schedule C to the Defeasance Report and Exhibit C to this
Agreement.
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Section 1.12. "Paying Agent" means the paying agent for the respective series of the
Refunded Bonds, or any duly appointed successor. The Paying Agent for all of the Refunded
Bonds is currently the Treasurer.
Section 1.13. "Refunded Bonds t, means the general obligation bonds of the State
cOlnprising certain Inaturities of a certain series of bonds listed in Exhibit B attached hereto.
Section 1.14. "SLGS'" is defined in Section 3.2 hereof.
Section 1.15. "State" means the State of Illinois.
Section 1.16. <I Treasurer " means the Treasurer of the State.
Section 1. 17. "Yield" means that yield which when used in computing the present worth
of all payments of principal and interest to be paid on an obligation produces an amount equal to
the purchase price, when calculated by use of a semi-annual frequency interval of compounding
interest and an assumed 360-day year consisting of twelve 30-day months. For purposes of this
Agreement, Yield shall be calculated as provided from time to time by the Code.
ARTICLE II
CREATION OF ESCRO\V
Section 2.1. All of the Refunded Bonds are hereby refunded by the deposit with the
Escrow Agent of moneys sufficient to purchase the Government Securities and provide for the
beginning deposit described in the Defeasance Report, which Government Securities (with the
beginning deposit) will provide all moneys necessary to pay all interest and principal "vhen due
and to pay at the applicable redemption date or maturity dates~ as applicable, all principal of and
applicable premium on the Refunded Bonds, and the Escrow Agent has been advised by Samuel
Klein and Company, Certified Public Accountants, Newark, New Jersey, of the sufficiency of
the Government Securities and said beginning deposit for said purposes.
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Section 2.2. The State and the Escrow Agent have each received the Defeasance
Report.
Section 2.3. The Escrow Agent hereby acknowledges receipt of the Government
Securities and a beginning cash balance on demand in the alnount of$1,934A34J04.27.
ARTICLE III
COVENANTS o.F THE ESCROW AGENT
The Escrow Agent covenants and agrees with the State:
Section 3. J. The Escrow Agent will hold the Govermnent Securities and all income
and profit derived therefrorn and all uninvested cash in an irrevocable segregated and separate
trust fund account for the sale and exclusive benefit of the State and the holders of the Refunded
Bonds for the purposes for which escrowed.
Section 3.2. The Escrow Agent will reinvest all available uninvested balances (rounded
to an even $1) in the Escrow Account on deposit from tinle to time, whenever said balances
exceed $1,000; provided, that the beginning cash balance of $14.91 shall be held uninvested.
Investments so made shall be in direct obligations of the United States of America and shall be
scheduled to rnature on or prior to the next succeeding interest paynleni date on the Refunded
Bonds on which such proceeds will be needed to pay the principal of or interest on the Refunded
Bonds. Such investments shall, to the extent possible, be in zero-yield obligations issued directly
by the Bureau of Public Debt of the United States Treasury (currently designated "U S.
Treasury Securities--Stale and Local Government Series Certificates of Indebtedness, lVoles or
Bonds") ("SLGS"). Such investments shall be made only to the extent pennitted by, and shall
be made in accordance with, the applicable statutes, rules and regulations governing such
investments issued by the Bureau of Public Debt. The Escrow Agent expressly recognizes that
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under current regulations all SLGS must be subscribed for not less than 5 days nor luore than 60
days prior to date of issuance. Notwithstanding anything herein to the contrary, the uninvested
balances in the Escrow Account may be invested in other SLGS having a higher yield investment. .
upon delivery of an opinion of nationally recognized bond counsel or tax counsel nationally
recognized as having an expertise in the area of tax-exempt municipal bonds that such
investments will not adversely affect the exelnption of interest on the Bonds or the Refunded
Bonds from federal income taxation nor violate the covenants of the State not to cause the Bonds
or the Refunded Bonds to become "arbitrage bonds" under Section 148 of the Code.
If the Department of the Treasury (or the Bureau of Public Debt) of the United States
suspends the sale of SLGS causing the Escrow Agent to be unable to purchase SLGS, then the
Escrow Agent will take the following actions. On the date it would have purchased SLGS had it
been able to do so, the Escrow Agent will purchase direct obligations of the United States
maturing no more than 90 days after the date of purchase (the "Alternate Investment "). The
purchase price of the Alternate Investment shall be as close as possible to the principal amount of
the SLGS that would have been purchased on such date if they had been available for purchase.
The Escrow Agent will purchase each AlLenlate Investment at the available nlarket price of the
Alternate Investtnent and will maintain records demonstrating compliance with this requirement.
On the maturity of each Alternate Investment, the Escro\v Agent shall pay the difference
between the total of the receipts on the Alternate Investment and the purchase price of the
Alternate Investment to the State. If the Alternate Investlncnt matures more than 14 days prior to
the next succeeding interest payment date on the Refunded Bonds on which such proceeds will
be needed to pay principal of or interest on the Refunded Bonds, the Escrow Agent shall treat
such anl0unts as an unjnvested balance available for reinvestment and shall take all reasonable
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steps to invest such amounts in SLGS (or additional Alternate Investments as provided in this
Section).
The Escrow Agent shall hold balances not so invested in the Escrow Account on demand
and in trust for the purposes hereof and shall secure same in accordance with applicable Illinois
law for the securing of public funds of the State.
Section 3.3. The Escrow Agent will take no action in the investment or securing of the
proceeds of the Government Securities which vvould cause the Bonds or the Refunded Bonds to
be classified as "arbitrage bonds" under the Code; provided, it shall be under no duty to inquire
affirmatively whether the Government Securities as deposited are properly invested under said
Section; and, provided, further, it .tnay rely on all specific directions in this Agreement in the
investment or reinvestment of balances held hereunder.
Section 3.4. The Escrow Agent will promptly collect the principal, income and profit
from the Government Securities and promptly apply the same solely and only to the payment of
the principal of and applicable premium and interest on the Refunded Bonds as the same mature
or are due at the applicable redemption datc~ and to such other purposes as are herein expressly
stated.
Section 3.5. The State and the Treasurer, as Paying Agent, hereby authorize and direct
the Escrow Agent to act on its behalf to remit funds as set forth in this Section; and the Escrow
Agent agrees to remit directly to the Depository for and on behalf of the holders of the Refunded
Bonds in good funds on or before each maturity date, redemption date or interest payment date
of the Refunded Bonds moneys sufficient to pay such principal, prclnium and interest as will
meet the requirements for the timeiy payment of said Refunded Bonds as set out in the
Defeasance Report, and each such remittance shall fully release and discllarge the Escrow Agent
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from any further duty or obligation thereto under this Agreement. The following are the wire
instructions for principal and interest payments, respectively, to the Depository:
PRINCIPAL PAYMENTS:
[ABA 021000021lP tvlorgan Chase
Cede & Co-Redemption Deposit Acct066027306
PIA #50420150
INTEREST PA YMENTS:
ABA 021000021lP Morgan Chase
Cede & Co-Dividend Deposit Acct066026776
P/A #50420150]
Sec/ion 3.6. The Escrow Agent will make no payment [rom the Escrow Account of
fees, due or to bccolne due, of the Escrow Agent~ the Bond Registrars, the Paying Agents or the
bond registrar and paying agent for the Bonds, and the State covenants 10 pay the same as they
become due. The fce of the Escrow Agent for services provided hereunder shall be an up-front~
lump sunl fee of$l,OOO.
Section 3.7. The State~ in the Bond Sale Order~ has called the Refunded Bonds for
redeluption or has authorized their defeasance and payment on their stated Inaturity dates, as
applicable, on the dates shown in Exhibit I). The Treasurer, as Bond Registrar and Paying Agent
for the Refunded Bonds, by execution of this Escrow Agreement, acknowledges receipt of notice
of the State's call for redemption of the applicable Refunded Bonds as provided herein and in
accordance with the respective proceedings authorizing the issuance of the several series of the
Refunded Bonds, and hereby approves the procedures for such redemption sci forth herein. Not
less than 30 days prior to the redemption date for the applicable Refunded Bonds the Treasurer
will provide the Escrow Agent with the nanles and addresses of the registered owners of the
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Refunded Bonds to be redeemed on such redelnption date. The fonn, time and method of the
giving of such notice shall be as specified in Section 3.8 hereof: The State shall reimburse the
Escrow Agent for its actual out of pocket expenses incurred in connection with the redemption of
any of the Refunded Bonds.
The Escrow Agent shall also give notice of the call of the Refunded Bonds, on or before
the date the notice of such redemption is given to the holders of the Refunded Bonds, to the
Municipal Securities Rulemaking Board through its Electronic Municipal Market Access System
("EMMA"). Attached hereto as fxhibit F is a form of cover sheet to be used in filing such
notice.
S~ection 3.8. The time, lnanner, method and form of giving notice of the call for
redemption of the applicable Refunded Bonds pursuant to Section 3.7 hereof shall be as follows:
(a) Time and Manner: The State and the Treasurer, as Bond Registrar,hereby direct the Escrow Agent to give written notice of the States exercise of itsoption to redeem the applicable Refunded Bonds to the registered owner of any suchR.eflUlded Bond. by certified or first class mail postage prepaid (as specifically providedin the proceedings authorizing the issuance of the Refunded Bonds being so called forredemption). The Escrow Agent agrees to give such notice on behalf of the State andthe Bond Registrar as provided herein. The date of the mailing of such notice shall benot less than thirty (30) days nor more than sixty (60) days prior to the applicableredemption dates. In the event the State or the Bond Registrar deternline that theEscro\v Agent cannot give such tilUely notice} the Bond Registrar will give such notice.
(b) Form: Notices of redemption shall include all of the infOlTI1ation requiredby the proceedings authorizing the issuance of the several series of the Refunded Bonds,and shall be in substantially the fonn indicated in Exhibit E with such additions,revisions or ll10difications as the Escrow Agent shall deem appropriate. The partygiving such notice will insert the name of the (iovernor and the Treasurer into thespaces provided therefor. Such notice shall be made in the names of the State and theBond Registrar.
Section 3.9. The Escro\\' Agent has all the powers and duties herein set forth and only
the powers and duties herein set forth with no liability in eonnection with any act or omission to
act hereunder, except for its own negligence or willful breach of trust'! and shall be under no
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obligation to institute any suit or action or other proceeding under this Agreemcnt or to enter any
appcarance in any suit, action or proceeding in which it may be defendant or to take steps in the
enforcClnent of its, or any, rights and powers hereunder, nor shall be deelned to have failed to
take any such actjon~ unless and until it shall have been indemnified by the State to its
satisfaction against any and all costs and expenses, outlays, counsel fces and other
disbursclncnts, including its own reasonable fees, and if any judgment, decree or recovery be
obtained by the Escrow A.gent, payment of all sums due it, as aforesaid, shall be a first charge
against the amount of any such judgment, decree or recovery. The Escrow Agent shall be
entitled to consult with its counsel and rely upon the advice of its counsel in connection with the
exercise of its powers and duties under this Agreement.
Section 3. 10. 'rhe Escrow Agent may in good faith buy, sell or hold and deal in any of
the Bonds. For thc avoidance of doubt, the Escrow Agent understands and agrees that it shall not
buy, sell or hold and deal in any of the Refunded Bonds.
Section 3.11. The Escrow Agent will submit to the Treasurer and the Director a
statement within ten (l0) days after February 2 and .August 2 of each calendar year,
comrnencing February 2, 2013, jlernizing all nloneys received by it and all payments Inade by it
under the provisions of this Agrcem'ent during the preceding six (6) month period (or such
shortcr period beginning on thc date of execution and dclivcry of this Agrccment), and also
listing the Government Securities on deposit therewith on the date of said report, including ali
moneys held by it received as interest on or profit from the collection of the Government
Securities.
Section 3. /2. If at any time it shall appear to the Escrow Agent that the available
proceeds of the Govemlnent Securities and deposits on delnand in the Escrow Account will not
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be sufficient to make any payment due to the holders of any of the Refunded Bonds, the
Escrow Agent shall notify the State, the Director, and the Treasurer not less than five (5) days
prior to such date, and the State agrees that it will make up the anticipated deficit so that no. .
default in the ntaking of any such paytnent will occur.
ARTICLE IV
COVENANTS OF TilE STATE
The State covenants and agrees with the Escrow Agent as follo\vs:
Section 4.1. The Escrow Agent shall have no responsibility or liability whatsoever for
(a) any of the recitals of the State herein, (b) the performance of or compliance with any
covenant, condition, term or provision of the Bond Sale Order, and (c) any undertaking or
statement of the State hereunder or under said Bond Sale Order.
Section 4.2. The State will promptly and without delay remit to the Escrow Agent,
within two (2) days after receipt of its written request, such SUln or sums of money as are
necessary to make the payments required under Section 3.12 hereof The State will promptly
pay all Escrow Agent, Bond Registrar and Paying Agent fees and all of the expenses of the
Escrow Agent incurr~d in giving the notices of redemption provided for herein as submitted.
Section 4.3. The State and the Treasurer hereby authorize the insertion of the names of
the Governor and the Treasurer into the space provided therefor in the fonn of notice of
redemption set forth in Exhibit E: and agree that the notices of redemption may be tnailed in the
name of the State and the Bond Registrar, as required by Section 3.8.
Section 4.4. All payments to be made by, and all acts and things required to be done
by, the Escrow Agent under the tenns and provisions hereof shall be made and done by said
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Escrovv' Agent without any further direction or authority of the State, the Director or the
Treasurer.
~S1ecti()n 4.5. The State will take no action regarding the proceeds of the Bonds which
would cause the Bonds to be classified as ~~arbitrage bonds" under the Code, and the State will
take any and all further action necessary to ensure that adequate provision is made for the
payment of the Refunded Bonds and that neither the Refunded Bonds nor the Bonds are
classified as "arbitrage bonds" under the Code.
ARTICLE V
AMENDMENTS AND IRREVOCABILITY OF AGREEMENT
Section 5.1. This Agreement tnay be amended or supplemented, so that the
Government Securities or any portion thereof may be sold or redeemed, or invested or reinvested
in other Ciovernment Securities which are not redeemable by the issuer thereof prior to maturity
in any manner provided (any such amendtnent, supplement, direction to sellar redeem or invest
to be referred to as a "Subsequent Action "), upon submission to the Escrow Agent of each of the
following:
(a) Certified copy of an Order adopted by the Governor and the Directorauthorizing the Subsequent Action and a copy of the document effecting the SubsequentAction signed by the Treasurer and the Director.
(b) An opinion of nationally recognized bond counselor tax counselnationally recognized as having an expertise in the area of tax-exempt municipal bondsthat the Subsequent Action will not adversely affect the exemption of interest on theBonds or the Refunded Bonds from federal income taxation nor violate the covenants ofthe State not to cause the Bonds or the Refunded Bonds to become ('arbitrage bonds"under Section 148 of the Code.
(c) An opinion of a firm of nationally recognized independent certifiedpublic accountants that the funds (\vhich will consist of funds held in trust or receiptsfrom direct noncallable full faith and credit obligations of the United States of America,all of which will be held hereunder) available or to be available for payment of theRefunded Bonds will relnain sufficient to pay when due all principal, redClnptionprenliu111 and interest on the Refunded Bonds after the taking of the Subsequent Action.
n
(d) No Refunded Bond may be deleted from the list in Exhibit B under thisprOVISIon.
Section 5.2., This Agreement lnay be amended or supplementeq for the purpose of
curing any ambiguity or formal defect or omission herein.
Section 5.3. Except as provided in Sections 5.1 and 5.2 hereof, all of the rights,
powers, duties and obligations of the Escro\v Agent hereunder shall be irrevocable and shall not
be subject to amendment by the Escrow Agent and shall be binding on any successor to the
Escrow Agent during the tenn of this Agreement.
Section 5.4. Except as provided in Sections 5.1 and 5.2 hereof: all of the rights,
powers, duties and obligations of the State hereunder shall be irrevocable and shall not be subject
to amendment by the State and shall be binding on any successor to the officials of the State
during the term of this Agreement.
Section 5.5. Except as provided In Sections 5.1 and 5.2 hereof: all of the rights,
powers, duties and obligations of the Treasurer, of the Director, and of the Governor hereunder
shall be irrevocable and shall not be subject to amendment by said officials and shall be binding
on any successor to said official now in office during the term of this Agreement.
ARTICLE Vi
NOTICES TO THE STATE, THE TREASURER AND TilE ESCROW AGENT
Section 6.1. All notices and comrnunications to the State shall be addressed in \vriting
to the Treasurer and to the Director at the addresses provided in Sections 6.3 and 6.4.
Section 6.2. All notices and communications to the Escrow Agent shall be addressed in
writing to:
Deutsche Bank National Trust COlupany222 S. Riverside PlazaChicago~ Illinois 60606Attention: Corporate Trust Department
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Section 6. 3. All notices and communications to the Treasurer shall be addressed in
writing to:
State TreasurerRoom 219State Capitol BuildingSpringfield, Illinois 62706
Section 6,4. All notices and communications to the State or the Director shaH he
addressed in writing to:
Director of the Governor's Office of~tfanagementandBudgetRoom 108State Capitol BuildingSpringfield, Illinois 62706
ARTICLE VII
TERMINATION OF AGRE~MENT
Section 7.1. Upon the retirement of the Refunded Bonds as hereinabove provided for,
the Escrow Agent \vill transfer any balance remaining in the Escrow Account to the Treasurer
with due notice thereof mailed to the State, and thereupon this Agreement shall tenninate.
RESIGNATION, MERGER OF CONSOLIDATION OF ESCROW AGENT
Section 8.1. The Escrow Agent may at any time resign as Escrow Agent under this
Agreenlent by giving 30 days \vritten notice to the State, and such resignation shall take effect
upon the appointment of a successor Escrow Agent by the State. The State may select as
successor Escrow Agent any financial institution with capital, surplus and undivided profits of at
least $50,000,000 and located within the City of Chicago, Illinois, or the City of New York, New
York, which is authorized to maintain trust accounts for corporations in Illinois under applicable
law, and which in fact custOlnarily so acts. Any banking association or corporation into which
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the Escrow Agent may be merged, converted or with \vhich the Escrow Agent may be
consolidated, or any corporation resulting from any merger, conversion or consolidation to which
the Escrow Agent shall be a party, or any banking association or corporation to which all 01'
substantially all of the corporate trust business of the Escrow Agent shall be transferred, shall
succeed to all the Escrow Agent's rights, obligations and immunities hereunder without the
execution or filing of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding.
[Signature Pages FolJow1
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IN WITNESS WHEREOF, the State of Illinois, has caused this Agreement to be signed
in its name by its Director and its Treasurer; and Deutsche Bank National Trust Company,
C.hicago, Illinois) not individually, but in the capacity as hereinabove described, has caused this
Agreement to be signed in its corporate name by one of its ofJicers and to be attested by one of
its officers under its corporate seal hereunto affixed, all this ?)JI day of May, 2012.
STATE OF ILLINOIS
By -I--__--+--- _
g Director, Governor's Office ofManagement and Budget
[Rcmainder of page intentionally left blank.]
[Remainder of page intentionally lett blank.1
DEUTSCHE BANK NATIONAL TRUST COMPANY
Chicago, Illinois
By ---Il-~ _
Its Vice President
Attest:
By s;z:1~A?:-.Its Vice President
(BANK SEAL)
EXHIBITS
A) Defeasance Report
B) Refunded Bonds
C) Government Securities
D) Maturity Date, Redclnption Date, if applicable, Aggregate Principal and Redetnption
Premium of Refunded Bonds
E) Form for Notice of Redemption
F) Material Event Notice Cover Sheet
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EXHIIUT A
DEFEASANCE REPORT
A-I
SAMUEL KLEIN AND COMPANYCERTIFIED PUBLIC ACCOUNTANTS
$1,797,740,000STATE OF ILLINOIS
GENERAL OBLIGATION REFlTN"DING BONDSSeries of May 2012
Verification Report Dated May 8, 2012
SAMUEL KLEIN AND COMPANYCERTIFIED PUBLIC ACCOUNTANTS
State of IllinoisOffice of Management and Budget100 We"st Randolph StreetChicago, Illinois 60601
Hardwick Law Firm, LLC500 North Michigan Avenue, Suite 300Chicago, Illinois 60611
Deutsche Bank National Trust Company222 South Riverside PlazaChicago, Illinois 60606
$1,797,740,000STATE OF ILLINOISGENERAL OBLIGATION REFUNDING BONDSSeries of May 2012(the "Bonds")
Mayer Brown LLP71 South Wacker DriveChicago, Illio()is 60606
Jefferies & Company, Inc.155 North Wacker Drive, Suite 4200Chicago, Illinois 60606
Assured Guaranty Municipal Corp.31 West 52nd StreetNew York, New York 10019
We have verified certain information and assertions provided on behalf of the State of Illinois(the "State") by Jefferies & Company, Inc. (the "Underwriter") relating to the refunding of thefollowing of the Stale's General Obligation Bonds (the "Refunded Bonds") sel forth more fully inSchedule A:
a) $29,915,000 Series of July 1997, dated July 1, 1997, maturing on July I, 2014through July 1, 2016 and July 1, 2022,
b) $3,000,000 Illinois First Series of August 2000, dated August I, 2000, maturing onAugust 1, 2025,
c) $14,000,000 Illinois First Series of December 2000, dated December 1, 2000,maturing on December 1,2025,
d) $30,000,000 Illinois First Series of May 2001, dated May 1, 2001, maturing on May1,2026,
e) $80,000,000 Illinois First Series of August 2001, dated August 1, 2001, maturing onAugust I, 2019 through August 1, 2026,
f) $42,000,000 Illinois First Series of November 2001, dated November 1, 2001,maturing on November 1, 2020 through November 1, 2022,
g) $135,000,000 Illinois FIRST Series of February 2002, dated February I, 2002,maturing on February 1, 2019 through February 1, 2027,
SAMUEL KLEIN AND COMPANY,cERTIFIED PUBLIC ACCOUNTANTS
h) $150,000,000 Illinois FIRST Series March 2002, dated April 1, 2002, maturing onApril 1, 2018 through April 1, 2027,
i) $214,000,000 Illin"ois FIRST Series of July 2002, dated July 1, 2002, maturing" onJuly 1,2012 and July 1,2016 through July 1,2027,
j) $186,540,000 Illinois FIRST Series of August 2002, datcd August 1, 2002, maturingon August 1,2012 and August 1,2016 through August 1,2019,
k) $160,000,000 Illinois FIRST Serics of October 2002, dated October I, 2002,maturing on October 1, 2015 through October 1, 2024,
1) $262,000,000 Illinois FIRST Series of December 2002, datcd Dccember 1, 2002,maturing on Dccember 1, 2014 through December 1,2027,
m) $167,210,000 Series of June 2003, dated June 4, 2003, maturing on June 1, 2014through June L 2020, June 1,2025, June 1,2026, and June 1,2028,
n) $155,590,000 Series A of October 2003, dated October 30, 2003, maturing onOctober 1,2012 through October 1,2017 and October 1,2020,
0) $73,155,000 Series A of March 2004, dated April 1, 2004, maturing on March 1,2014, through March 1, 2016 and March 1, 2021 through March 1, 2024,
p) $43,170,000,000 Series of September 2004, dated September 28, 2004, maturing onSeptember 1,2012 through September 1,2014 and September 1,2023,
q) $11,000,000 Series of November 2004, dated November 10, 2004, maturing onNovember 1,2013,
r) $47,600,000 Series of September 2005, dated September 29, 2005, matming onSeptember 1,2012 through September 1,2015,
s) $35,500,000 Series A of September 2009, dated September 23, 2009, maturing onSeptember 1, 2012 ~hrough September 1,2014, and
t) $18,110,000 Series of February 2010, dated March 3, 2010, maturing on January I,2014.
The scope of our engagement consisted of verification of the mathematical accuracy of thecomputations contained in the provided schedules which represent 1) that the anticipated receiptsfrom the securities and cash deposit, to be held in escrow, will be sufficient to pay, when duc, theprincipal, interest and redemption requirements on the Refunded Bonds, 2) the yield on theescrow purchased to refund the Refunded Bonds, and 3) the yield on the Bonds.
OUf examination was made in accordance with standards established by the American Institute ofCertified Public Accountants and, accordingly, included such procedures as we considerednecessary under the circumstances. The scope of our engagement induded, among other things, a
SAMUEL KLEIN AND COMPANYCERTIFIED PUBLIC ACCOU,NTANTS
verification of the mathematical accuracy of the computations contained in the schedulesprovided by the 'Underwriter. The schedules produced by us in our verification of themathematical accuracy of the computations are included in this report. In these schedules, Lheissue date for the Bonds is assumed to be May 8, 2012.
The Underwriter provided us with copies of: 1) the final Official Statement for the Bonds, and 2)the Final Subscription Forms for the State and Local Government Securities from the UnitedStates Department of Treasury, Bureau of the Public Debt ("SLOS") purchascd to refund theRefunded Bonds, and 3) the confinnation tickets relatcd to the open market securities purchasedto refund the Refunded Bonds (the "OMS Securities" and together with the SLGS, the "EscrowSecurities"). Additionally, we reviewed copies of the Bond Opinions and other relevantinformation related to the Refunded Bonds. We found 1) that the SLGS interest ratcs shown inthe schedules provided to us by the Underwriter do not exceed the maximum rates available forMay 1, 2012, and 2) that the information contained in the schedules provided to us by theUnderwriter was in agreement with the information set forth in the above-mentioned documents.
The term "yield" as used herein means that rate which, when used in computing the present valueof all expected payments of principal and interest on an obligation, computed on a 30/360-dayyear basis and using semi-annual compounding, produces an amount equal to, in the case of theescrow yield calculation, the total cost of the Escrow Securities and in the case of the Bonds, theinitial issue price to the public of the Bonds less the bond insurance premium.
In our opinion, the computations contained in the schedules provided are mathematically correct.
The schedules verifying the mathematical accuracy of the computations reilect that:
the anticipated receipts from the Escrow Securities, together with the additional cashdeposit of $14.91, will be sufficient to pay, when due, the principal, interest andredemption requirements on the Refunded Bonds,
based upon the procedures and information set forth above, the computationsprovided to us and represented in Schedule G which indicate that the yield on theBonds, assuming that certain of the Bonds scheduled to mature on August 1, 2024and August t, 2025 are redeemed at a price of 100% of par on August 1, 2022, is3.2082639%, are correct. It is our opinion that computing the yield on the Bonds bytreating those certain of the Bonds scheduled to mature on August 1, 2024 andAugust 1, 2025 as redeemed at a price of 100% of par on August 1, 2022 results inthe lowest mathematical yield on the Bonds, and
the yield on the Escrow Securities is 0.2069400%.
We express no opinion as to the appropriateness of the methodologies used in preparing suchschedules or the actual existence of the Refunded Bonds or their attributes exccpt to the extentdisclosed in the historical data revicwed by us as set forth in this report. It should be understoodthat we make no representations as to questions of legal interpretation and, accordingly, weexpress no opinion with regard to any determination that the Refunded Bonds remain incompliance with existing statutes, regulations, administrative interprctations and court decisions.The terms of our engagement are such that we have no obligation to update this report because of
SAMUEL KLEIN AND COMPANYCERTIFIED PUBLIC ACCOUNTANTS
events occurring, or data or information coming to our attention, subsequent to the date of thisreport.
".~"
I) A..~ ~ttJl!Jt.fer(. !-y,-f4{.~. SAMUgL EIN AND COM N{CERTIFIED· UBUC ACCOUNTANTS
May 8,2012
SAMUEL KLEIN AND COMPANYCERTI~IEDPUBLIC ACCOUNTANTS
LIST OF SCHEDULES
SCHEDULE A
SCHEDULEB
SCHEDUl,E C
SCHEDULED
SCHEDULEE
SCHEDULEF
SCHEDULEG
SUMMARY Olt' REFUNDED BONDS
ESCROW REQUIREMENTSSeries of July 1997Illinois First Series of August 2000Illinois First Series of December 2000Illinois First Series of May 2001Illinois First Series of August 2001Illinois First Series of November 2001Illinois li'IRST Series of February 2002Illinois FIRST Series of March 2002Illinois FIRST Series of July 2002Illinois FIRST Series of August 2002Illinois FIRST Series of October 2002Illinois FIRST Series of December 2002Series of June 2003Series A of October 2003Series A of March 2004Series of September 2004Series of November 2004Series of September 2005Series A of September 2009Series of February 2010Aggregate
Series ofJuly Series ofAugust Series of Series ofMay Series ofAugust Series of Series of Series ofMarch Series ofJuly Series QfAugust Series of October
Date 1997 2000 December 2000 2001 2001 November 2001 February 2002 2002 2002 2002 2002
Series of Series ofJune Series A of Series A of Series of Series of Series of Series of Series of Total EscrowDate December 2002 2003 October 2003 March 2004 September 2004 November 2004 September 2005 September 2009 February 2010 Reguirements
REDEMPTION PRICEIFINAL MATURITY PAYMENT AND REDEMPTION DATEIMATURITY DATEFOR REFUNDED BONDS
Maturity Date Interest Rate Par Amount Call Date Call Price
Series of July 1997
7/1/2014 5.125% 4,000,000 61712012 100
71112015 5.150% 1,915,000 61712012 100
7/1/2016 5.200% 4,000,000 617/2012 100
7/112018 5.250% 4,000,000 617/2012 100
71112019 5.250% 4,000,000 617/2012 100
7/1/2020 5.250% 4,000,000 617/2012 100
7/112021 5.250% 4,000,000 617/2012 100
7/112022 5.250% 4,000,000 617/2012 100
29,915,000
Series of August 2000
8/1/2025 5.375% 3,000,000 61712012 100
Series of December 2000
12/112025 5.375% 14,000,000 617/2012 100
Series of August 2001
81112019 5.000% 15,000,000 617/2012 100
811/2020 5.000% 15,000,000 61712012 100
8/112021 5.000% 15,000,000 6/7/2012 100
8/112022 5.125% 15,000,000 617/2012 100
81112025 5.000% 10,000,000 617/2012 100
811/2026 5.000% 10,000,000 617/2012 100
80,000,000
Series of May 2001
5/1/2024 5.250% 10,000,000 61712012 100
51112025 5.250% 10,000,000 617/2012 100
511/2026 5.250% 10,000,000 617/2012 100
30,000,000
Series of November 2001
111112020 5.000% 13,000,000 61712012 100
111112021 5.000% 13JOOO,OOO 6/7/2012 100
11/1/2022 5.000% 16,000,000 617/2012 100
D-l
Maturity Date Interest Rate Par Amount Call Date Call Price
42,000,000
Series of August 2002
8/1/2012 5.250% 61,305,000
8/1/2016 5.500% 38,690,000 8/1/2012 100
8/1/2017 5.500% 38,510,000 8/1/2012 100
8/l/2018 5.500% 31,525,000 8/1/2012 100
8/1/2019 5.500% 16,510,000 8/1/2012 100
186,540,000
Series of February 2002
2/1/2019 5.100% 15,000,000 6/712012 100
2/1/2020 5.125% 15,000,000 61712012 100
2/1/2021 5.125% 15,000,000 6/7/2012 100
2/1/2022 5.125% 15,000,000 617/2012 100
2/1/2023 5.125% 15,000,000 617/2012 100
2/1/2024 5.125% 15,000,000 6/7/2012 100
2/1/2025 5.125% 15,000,000 6/712012 100
2/1/2026 5.125% 15,000,000 6/7/2012 100
2/l/2027 5.125% 15,000,000 6/7/2012 100
135,000,000
Series of July 2002
7/1/2012 5.375% 16,000,000
7/1/2016 5.375% 16,000,000 7/1/2012 100
7/1/2017 5.375% 16,000,000 7/1/2012 100
711/2018 5.375% 16,000,000 71I/2012 100
71112019 5.375% 16,000,000 7/1/2012 100
7/1/2020 5.375% 16,000,000 7/1/2012 100
7/1/2021 5.375% 16,000,000 7/1/2012 100
7/1/2022 5.000% 2,380,000 7/112012 100
7/1/2023 5.100% 17,000,000 7/1/2012 100
7/1/2024 5.100% 17,000,000 7/112012 100
7/1/2025 5.000% 17,000,000 71112012 100
711/2026 5.000% 17,000,000 71112012 100
7/1/2027 5.000% 17,000,000 71112012 100
7/1/2022 5.375% 14,620,000 7/112012 100
214,000,000
Series of March 2002
4/1/2018 5.125% 15,000,000 6/712012 100
4/112019 5.125% 15,000,000 61712012 100
411/2020 5.125% 15,000,000 6/712012 100
411/2021 5.250% 15,000,000 61712012 100
4/1/2022 5.250% 15,000,000 617/2012 100
4/112023 5.250% 5,000,000 6/712012 100
D-2
Maturity Date Interest Rate Par Amount Call Date Call Price
4/112024 5.250% 17,500,000 61712012 100
41112025 5.250% 17,500,000 61712012 100
41112026 5.250% 17,500,000 61712012 100
4/112027 5.250% 17,500,000 61712012 100
150,000,000
Series of December 2002
12/1/2014 5.375% 20,000,000 12/112012 100
12/1/2015 5.375% 26,000,000 121112012 100
121112016 5.375% 16,000,000 121112012 100
12/1/2017 5.250% 14,000,000 121112012 100
12/1/2018 5.250% 14,000,000 12/1/2012 100
12/1/2019 5.250% 16,000,000 12/112012 100
12/1/2020 5.250% 16,000,000 12/112012 100
121112021 5.250% 28,000,000 12/112012 100
12/1/2022 5.000% 20,000,000 12/112012 100
12/112023 5.000% 22,000,000 121112012 100
12/1/2024 5.000% 22,000,000 12/112012 100
1211/2025 5.000% 16,000,000 12/1/2012 100
12/1/2026 5.000% 17,000,000 121112012 100
12/1/2027 5.000% 15,000,000 12/112012 100
262,000,000
Series of October 2002
10/112015 5.250% 16,000,000 10/112012 100
10/112016 5.000% 16,000,000 101112012 100
10/1/2017 5.250% 16,000,000 10/112012 100
10/1/2018 5.250% 16,000,000 101112012 100
10/1/2019 5.250% 16,000,000 101112012 100
10/112020 5.250% 16,000,000 10/112012 100
10/1/2021 5.250% 16,000,000 1011/2012 100
101112022 4.750% 16,000,000 10/1/2012 100
101112023 4.800% 16,000,000 1011/2012 100
10/112024 4.850% 16,000,000 10/112012 100
160,000,000
Series of June 2003
6/1/2014 5.000% 16,795,000 6/112013 100
61112015 5.000% 17,630,000 61112013 100
6/112016 5.000% 18,515,000 6/112013 100
611/2017 5.000% 19,440,000 611/2013 100
6/112018 5.000% 20,410,000 61112013 100
6/112019 5.000% 13,065,000 61112013 100
61112020 5.000% 11,290,000 61112013 100
6/112025 5.000% 26,700,000 6/1/2013 100
6/112028 5.000% 1,585,000 61l/20l3 100
D-3
Maturity Dale Interest Rate Par Amount Call Date Call Price
61112026 5.000% 21,780,000 6/112013 100
167,210/000
Series A of October 2003
10/112012 5.250% 10,685,000
1O/l/2013 5.250% 34,875,000
10/1/2014 5.250% 44,645,000 10/112013 100
lOll/20 15 . 5.250% 38,585,000 101112013 100
10/112016 5.000% 14,675,000 10/112013 100
10/112017 5.000% 4,670,000 1Oil12013 100
101l/2020 5.000% 7,455,000 1011/2013 100
155,590,000
Series A of March 2004
31112014 5.000% 4,215,000
3/112015 5.000% 11,220,000 311/2014 100
31112016 5.000% 11,780,000 3/112014 100
3/1/2021 5.000% 7,540,000 3/112014 100
311/2022 5.000% 3,210,000 3/112014 100
3/112023 5.000% 17,165,000 3/112014 100
31112024 5.000% 18,025,000 31112014 100
73,155,000
Series of November 2004
1111/2013 5.000% 11,000,000
Series of September 2004
9/112012 5.000%
9/112013 5.000%
9/1/2014 5.000%
91112023 5.000%
Series of September 2005
9/1/2012 5.000%
9/112013 5.000%
9/112014 5.000%
9/1/2015 5.000%
Series A of September 2009
911/2012 3.500%
9/1/2013 3.500%
9/1/2014 3.500%
11,400,000
11,400,000
11,400,000
8,970,000
43,170,000
12,000,000
12,000,000
12,000,000
11,600,000
47;600,000
16,000,000
16,000,000
3,500,000
35,500,000
D-4
91112014 100
Maturity Date Interest Rate Par Amount
! Refunding Series of February 2010
1/112014 5.000% 18,110,000
D-5
Call Date Call Price
EXHIBITE
FORM OF NOTICES OF REDEMPTION
Notices of redemption shall be in substanti~~ly the following form:
STATE OF ILLINOIS
NOTICE OF REDEMPTION OF
$ GENERAL OBLIGATION BONDS,SERIES OF _
Dated l, __OF THE
STATE OF ILLINOIS
* * *Notice is hereby given to the registered owners of the bonds named in the above caption, and dueon 1 of the years and bearing the following CUSlP numbers:____ that the State of Illinois, has exercised its option to call for redemption and paymentsaid bonds in the aggregate principal amount of $ prior to their maturity. All bondsdescribed in the preceding sentence will be redeemed on 1, 20_. Such bonds willbe paid on 1, 20_, upon surrender of said bonds, and such payment will be at aprice of par, a premium of__0/0 of the principal amount being redeemed and accrued interestup to and including said last mentioned date.
Notice is hereby further given that on said date of redemption, said redemption price willbecome due and payable for each of said bonds so called for redemption and that said bondsshall cease to bear interest from and after said redemption date of 1, 20_,
The registered owners of said bonds are directed to present the same for payment at theoffice of [the State Treasurer, Springfield, Illinois], as bond registrar and paying agent for saidbonds, where such bonds and interest will be paid.
Federal tax law requires that the redeeming institution withhold 28% of the principalamount of your holdings unless it is provided with your social security number or federalemployer identification number, properly celtified. This compliance should be fulfilled bysubmitting a W-9 Form which may be obtained at a bank or other financial institution.
By order of the Governor of the State of Illinois, dated the __ day of. _
E-1
STATE OF ILLINOIS
By _
Govelnor
By _
State Treasurer, as Bond Registrar
E-2
EXHIBITF
MATERIAL EVENT NOTICE COVER SHEET
This cover sheet and material event notice should be sent to the Municipal SecuritiesRulemaking Board pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C)and (D).
Issuer's and/or Other Obligated Person)s Name:~ ---_- _
or Nine-Digit CUSIP Number(s) to which this material event notice relates: _
Number of pages of attached material event notice: ~ _
Description of Material Event Notice (Check One):
1. __Principal and interest paylnent delinquencies2. __Non-payment related defaults3. __Unscheduled draws on debt service reserves reflecting financial difficulties4. __Unscheduled draws on credit enhancements reflecting financial difficulties5. __Substitution of credit or liquidity providers, or their failure to perform6. __Adverse tax opinions or events affecting the tax-exempt status of the security7. __Modifications to rights of security holders8. __Bond calls9. Defeasances10. __Release) substitution, or sale of property securing repayment of the securities11. __Rating changes12. __Failure to provide annual financial infonnation as required13. __Other material event notice (specify) _
I hereby represent that I am authorized by the issuer or its agent to distribute this informationpublicly:
Note: Please print the material event notice attached to this cover sheet in lO-point type or larger.The cover sheet and notice should be delivered to the MSRB through the use of EMMA orthrough any other electronic fonnat prescribed by the MSRB for such purpose. Contact theMSRB at (202) 223-9503 with questions regarding this form or the dissemination of this notice.