OHSUSA:753803561.6

NEW ISSUE NOT RATED BOOK-ENTRY-ONLY

In the opinion of Pannone Lopes Devereaux & West LLC, Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Notes is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986. In the further opinion of Bond Counsel, interest on the Notes is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although it is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel is also of the opinion that interest on the Notes is exempt from personal income taxes imposed by the State of New York or any political subdivision thereof (including The City of New York). Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the Notes. See “TAX MATTERS” herein.

The Notes will not be designated by the Town as “qualified tax-exempt obligations” pursuant to Section 265(b)(3) of the Code.

TOWN OF RAMAPO ROCKLAND COUNTY, NEW YORK

GENERAL OBLIGATION NOTES

$31,200,000 BOND ANTICIPATION NOTES - 2013 SERIES A

DATED: Date of Delivery INTEREST RATE: 4.70% YIELD: 3.50% DUE: May 28, 2014 CUSIP*: 751396 2N1

The $31,200,000 Bond Anticipation Notes – 2013 Series A (the “Notes”) are general obligations of the Town of Ramapo, Rockland County, New York (the “Town”) within which all taxable real property is subject to the levy of ad valorem taxes to pay the Notes and interest thereon, subject to applicable statutory limitations.

The Notes will be issued in registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository. Individual purchases will be made in book-entry form only, in the principal amount of $100,000 or any integral multiple of $5,000 in excess thereof. Purchasers will not receive certificates representing their ownership interest in the Notes. Principal and interest will be paid by the Town to DTC, which will in turn remit such principal and interest to its Participants, for subsequent distribution to the Beneficial Owners of the Notes, as described herein.

This cover page contains certain information for quick reference only. It is not a summary of this issue. Investors must read this entire Placement Memorandum to obtain information essential to making an informed decision.

The purchase and ownership of the Notes involve certain investment risks. See “MARKET AND RISK FACTORS” and “FEDERAL INVESTIGATION” herein.

The Notes are being offered only to purchasers who are “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933.

The Notes are offered for delivery when, as and if issued and received by the Placement Agent, subject to the receipt of the approving legal opinion of Pannone Lopes Devereaux & West LLC, Bond Counsel, White Plains, New York. Certain other legal matters will be passed upon on behalf of the Town by Michael L. Klein, Esq., Town Attorney. Environmental Capital LLC, New York, New York is serving as Financial Advisor to the Town with respect to the Notes. Certain legal matters in connection with the preparation of this Placement Memorandum will be passed upon for the Town by Orrick, Herrington & Sutcliffe LLP, New York, Special Disclosure Counsel to the Town. Certain legal matters with respect to the Notes will be passed upon for the Placement Agent by its counsel, Bracewell & Giuliani LLP, New York, New York. It is anticipated that the Notes will be available for delivery through the facilities of DTC in New York, New York on or about May 28, 2013.

Jefferies (Placement Agent)

Dated: May 24, 2013

* Copyright 1999-2013, Standard & Poor’s, a Division of The McGraw-Hill Companies, Inc. CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein are provided by Standard & Poor’s CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. The CUSIP number has been assigned by an independent company not affiliated with the Town and is included solely for the convenience of the owners of the Notes. The Town is not responsible for the selection or uses of the CUSIP number, and no representation is made as to its correctness on the Notes or as indicated above. The CUSIP number is subject to being changed after the issuance of the Notes as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of the Notes or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of the Notes.

OHSUSA:753803561.6

TOWN OF RAMAPO, NEW YORK

CHRISTOPHER P. ST. LAWRENCE Supervisor

PATRICK WITHERS Deputy Supervisor

Town Council DANIEL FRIEDMAN BRENDEL LOGAN

YITZCHOK ULLMAN PATRICK WITHERS

MICHAEL L. KLEIN Town Attorney

CHRISTOPHER P. ST. LAWRENCE Director of Finance

Bond Counsel Pannone Lopes Devereaux & West LLC

White Plains, NY

Financial Advisor Environmental Capital LLC

New York, NY

OHSUSA:753803561.6

No dealer, broker, salesman or other person has been authorized by the Town of Ramapo (the “Town”) to give any information or to make any representations, other than those contained in this Placement Memorandum and if given or made, such information or representations must not be relied upon as having been authorized. This Placement Memorandum does not constitute an offer to sell or solicitation of an offer to buy any of the Notes in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. The information, estimates and expressions of opinion herein are subject to change without notice, and neither the delivery of this Placement Memorandum nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Town since the date hereof.

The information set forth herein has been furnished by the Town, The Depository Trust Company (as to itself and the book-entry only system) and other sources which are believed to be reliable, but such information is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation of the Placement Agent.

CERTAIN STATEMENTS CONTAINED IN THIS PLACEMENT MEMORANDUM REFLECT NOT HISTORICAL FACTS BUT FORECASTS AND “FORWARD-LOOKING STATEMENTS.” IN THIS RESPECT, THE WORDS “ESTIMATE,” “PROJECT,” “ANTICIPATE,” “EXPECT,” “INTEND,” “BELIEVE” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ALL PROJECTIONS, FORECASTS, ASSUMPTIONS, EXPRESSIONS OF OPINIONS, ESTIMATES AND OTHER FORWARD-LOOKING STATEMENTS ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS SET FORTH IN THIS PLACEMENT MEMORANDUM.

THE NOTES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAVE THE AUTHORIZING RESOLUTIONS BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE NOTES IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE NOTES HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE NOTES OR THE ACCURACY OR COMPLETENESS OF THIS PLACEMENT MEMORANDUM. ANY REPRESENTATIONS TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.

References herein to laws, rules, regulations, 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 this Placement Memorandum they may be obtained from the Town, upon prepayment of reproduction costs, postage and handling expenses.

(The Remainder of this page intentionally left blank.)

OHSUSA:753803561.6

TABLE OF CONTENTS DESCRIPTION OF THE NOTES ................................................................................................................................................. 1 

AUTHORIZATION AND PURPOSE OF THE NOTES ........................................................................................................................... 1 BOOK-ENTRY-ONLY SYSTEM ..................................................................................................................................................... 2 

THE TOWN ................................................................................................................................................................................... 5 GENERAL INFORMATION ............................................................................................................................................................. 5 COMPARATIVE HOUSING AND INCOME DATA ............................................................................................................................. 5 TEN LARGEST EMPLOYERS ......................................................................................................................................................... 6 POPULATION TRENDS .................................................................................................................................................................. 6 FORM OF TOWN GOVERNMENT ................................................................................................................................................... 6 FINANCIAL ORGANIZATION ........................................................................................................................................................ 6 EMPLOYEES ................................................................................................................................................................................ 7 SOLID WASTE PROGRAM ............................................................................................................................................................ 7 EMPLOYEE PENSION PLANS ........................................................................................................................................................ 7 OTHER POST-EMPLOYMENT BENEFITS ....................................................................................................................................... 9 UNEMPLOYMENT RATE STATISTICS .......................................................................................................................................... 11 

TOWN FINANCIAL INFORMATION ...................................................................................................................................... 12 FINANCIAL RESULTS ................................................................................................................................................................. 12 MORTGAGE AND SALES TAX—ACTUAL VERSUS BUDGETED ................................................................................................... 12 SUPERSTORM SANDY ................................................................................................................................................................ 12 BUDGETARY PROCEDURES ........................................................................................................................................................ 13 FINANCIAL STATEMENTS .......................................................................................................................................................... 13 

TOWN TAX INFORMATION .................................................................................................................................................... 13 VALUATIONS............................................................................................................................................................................. 13 TAX LEVY LIMITATION LAW .................................................................................................................................................... 13 TAX COLLECTION RATE ............................................................................................................................................................ 15 TAX RATES PER $1,000 ASSESSED ........................................................................................................................................... 15 TAX COLLECTION PROCEDURE ................................................................................................................................................. 15 LARGEST TAXPAYERS 2012 ASSESSMENT ROLL ....................................................................................................................... 16 INVESTMENT POLICY ................................................................................................................................................................ 16 STATE AID ................................................................................................................................................................................ 16 OTHER INFORMATION ............................................................................................................................................................... 16 

TOWN INDEBTEDNESS ........................................................................................................................................................... 17 CONSTITUTIONAL REQUIREMENTS ............................................................................................................................................ 17 STATUTORY PROCEDURE .......................................................................................................................................................... 17 TREND OF DEBT OUTSTANDING ................................................................................................................................................ 18 DETAILS OF OUTSTANDING INDEBTEDNESS .............................................................................................................................. 18 TOWN GUARANTEED INDEBTEDNESS ........................................................................................................................................ 18 CONSTITUTIONAL DEBT LIMIT .................................................................................................................................................. 20 BOND PRINCIPAL AND INTEREST PAYMENTS ............................................................................................................................ 21 BOND AUTHORIZATIONS ........................................................................................................................................................... 21 ESTIMATED OVERLAPPING INDEBTEDNESS ............................................................................................................................... 22 

SPECIAL PROVISIONS AFFECTING REMEDIES UPON DEFAULT................................................................................... 22 MARKET AND RISK FACTORS .............................................................................................................................................. 23 FEDERAL INVESTIGATION .................................................................................................................................................... 23 NEW YORK STATE COMPTROLLER AUDIT ....................................................................................................................... 24 LITIGATION ............................................................................................................................................................................... 24 TAX MATTERS .......................................................................................................................................................................... 25 CONTINUING DISCLOSURE UNDERTAKING ..................................................................................................................... 26 FINANCIAL ADVISOR ............................................................................................................................................................. 27 PLACEMENT AGENT ............................................................................................................................................................... 27 LEGAL MATTERS ..................................................................................................................................................................... 27 ADDITIONAL INFORMATION ................................................................................................................................................ 28 

OHSUSA:753803561.6

REVENUES, EXPENDITURES AND FUND BALANCE - GENERAL FUND ................................................ APPENDIX A-1 BUDGET RESULTS - GENERAL FUND ........................................................................................................... APPENDIX A-2 BALANCE SHEETS - GENERAL FUND ........................................................................................................... APPENDIX A-3 CHANGES IN FUND BALANCES - OTHER FUNDS ...................................................................................... APPENDIX A-4 AUDITED FINANCIAL STATEMENTS FISCAL YEAR ENDING DECEMBER 31, 2011 ................................ APPENDIX B FORM OF BOND COUNSEL OPINION ................................................................................................................ APPENDIX C 

1OHSUSA:753803561.6

PLACEMENT MEMORANDUM

of the

TOWN OF RAMAPO, ROCKLAND COUNTY, NEW YORK

Relating to

$31,200,000 Bond Anticipation Notes – 2013 Series A

This Placement Memorandum, which includes the cover page and appendices hereto, presents certain information relating to the Town of Ramapo, in the County of Rockland, in the State of New York (the “Town”, “County”, and “State”, respectively) in connection with the sale of its $31,200,000 Bond Anticipation Notes – 2013 Series A (the “Notes”).

The factors affecting the Town’s financial condition and the Notes are described throughout this Placement Memorandum. Inasmuch as many of these factors, including economic and demographic factors, are complex and may influence the Town tax base, revenues, and expenditures, this Placement Memorandum should be read in its entirety, and no one factor should be considered more or less important than any other by reason of its relative position in this Placement Memorandum. For information relating to a federal investigation involving the Town, see “FEDERAL INVESTIGATION” herein.

DESCRIPTION OF THE NOTES

The Notes are general obligations of the Town, and will contain a pledge of its faith and credit for the payment of the principal thereof and interest thereon as required by the Constitution and laws of the State of New York (State Constitution, Art. VIII, Section 2: Local Finance Law, Section 100.00). All the taxable real property within the Town is subject to the levy of ad valorem taxes to pay the Notes and interest thereon, subject to applicable statutory limitations.

The Notes will be issued in registered form, and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), which will act as securities depository for the Notes. Individual purchases will be made in book-entry form only, in the principal amount of $100,000 or any integral multiple of $5,000 in excess thereof. Purchasers will not receive certificates representing their ownership interest in the Notes. Principal and interest will be paid by the Town to DTC, which will in turn remit such principal and interest to its Participants for subsequent distribution to the Beneficial Owners of the Notes and as described herein. Interest on the Notes will be payable at maturity. The record date for the Notes is the fifteenth day of the calendar month preceding the interest payment date.

The Notes are being offered only to purchasers who are “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act of 1933.

Authorization and Purpose of the Notes

The Notes are issued pursuant to the Constitution and the laws of the State, including among others, the Town Law and the Local Finance Law, and a series bond resolution duly adopted by the Town Board on the date set forth below authorizing the issuance of the bonds for the purpose set forth below. Each of such bond resolutions was adopted subject to permissive referendum. The period of time to submit a petition requesting a referendum thereon expired without a petition being filed. In addition, the Town has satisfied the procedure for the validation of the obligations authorized under each bond resolution (including the Notes) as set forth in Section 81.00 of the Local Finance Law.

2OHSUSA:753803561.6

Date of Bond Resolution Project Amount November 12, 2008 Pay a portion of the costs of construction, reconstruction, widening and

resurfacing roads in the Town $500,000

November 12, 2008 Pay a portion of the costs of the acquisition, construction and reconstruction of bridges in the Town

$500,000

December 22, 2008 Pay a portion of the cost of construction, reconstruction, widening and resurfacing roads in the Town

$1,000,000

August 10, 2009 Pay a portion of the cost of construction, reconstruction, widening and resurfacing roads in the Town

$1,200,000

September 13, 2010, amended April 17, 2012

Various improvements and embellishments of various parks and pools owned by the Town.

$5,200,000

February 9, 2011, amended October 5, 2012

Payment of a portion of the costs of construction, reconstruction, widening and resurfacing roads, streets, and parking lots in the Town

$5,000,000

April 14, 2011, amended October 5, 2012

Payment of a portion of the costs of construction, reconstruction, widening and resurfacing of roads, streets and parking lots, embellishing parks, playgrounds and recreational areas, acquiring or constructing buildings, and construction or reconstruction of curbs, sidewalks and gutters in the Town

$10,000,000

June 6, 2011, amended October 5, 2012

Payment of a portion of the costs of construction, reconstruction, widening and resurfacing of highways, streets and roads and construction or reconstruction of sidewalks, curbs, and gutters

$3,000,000

July 29, 2011, amended October 5, 2012

Payment of a portion of the costs of installation of drainage improvements in the Town

$2,000,000

July 29, 2011, amended October 5, 2012

Pay the cost of original improvement and embellishment of various parks and pools in the Town

$2,000,000

July 29, 2011, amended October 5, 2012

Purchase vehicles for the Town Highway Department $1,200,000

July 29, 2011, amended October 5, 2012

Payment of a portion of the cost of construction, reconstruction, paving of roads, streets and sidewalks at various locations in the Town

$2,000,000

October 5, 2012

Pay the cost of the construction and reconstruction, widening or resurfacing of highway, road and streets in the Pascack Brook area of Town

$1,000,000

October 5, 2012 Pay the cost of various sewer improvement projects in the Town $3,000,000

A portion of the proceeds of the Notes, together with other funds of $1,845,000 provided by the Town, will be used to pay the Town’s $15,000,000 Bond Anticipation Notes – 2012 Series A (Renewal), which mature on May 29, 2013, and $18,045,000 Bond Anticipation Notes – 2012 Series B (Renewal), which mature on July 1, 2013.

Book-Entry-Only System

The information in this Section concerning DTC and DTC’s book-entry only system has been obtained from DTC. Neither the Town nor the Placement Agent makes any representation or warranty regarding the accuracy or completeness thereof or to the absence of material adverse changes in such information subsequent to the date hereof.

3OHSUSA:753803561.6

The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the Notes. The Notes will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other nominee as may be requested by an authorized representative of DTC. One fully-registered note certificate will be issued for each the Notes and will be deposited with DTC.

DTC, 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-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”). The DTC rules applicable to Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org.

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

To facilitate subsequent transfers, all Notes 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 the Notes with DTC and their registration in the name of Cede & Co. or such other nominee does not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Notes may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Notes, such as redemptions, tenders, defaults and proposed amendments to the Note documents. For example, Beneficial Owners of the Notes may wish to ascertain that the nominee holding the Notes for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If less than all of the Notes within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Notes unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Town as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

4OHSUSA:753803561.6

Principal and interest payments on the Notes 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 Town on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC or the Town, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Town, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the Notes at any time by giving reasonable notice to the Town. Under such circumstances, in the event that a successor securities depository is not obtained, Note certificates are required to be printed and delivered. The Town may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, the Note certificates will be printed and delivered.

The information herein concerning DTC and DTC’s book-entry system has been obtained from sources that the Town believes to be reliable, but the Town takes no responsibility for the accuracy thereof.

Source: The Depository Trust Company

THE TOWN CANNOT AND DOES NOT GIVE ASSURANCES THAT DTC, DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS OF DTC WILL DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE NOTES (1) PAYMENTS OF PRINCIPAL OF OR INTEREST ON THE NOTES (2) CONFIRMATIONS OF THEIR OWNERSHIP INTERESTS IN THE NOTES OR (3) OTHER NOTICES SENT TO DTC OR CEDE & CO., ITS PARTNERSHIP NOMINEE, AS THE REGISTERED OWNER OF THE NOTES, OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC, DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL SERVE AND ACT IN THE MANNER DESCRIBED IN THIS PLACEMENT MEMORANDUM.

THE TOWN AND PLACEMENT AGENT WILL NOT HAVE ANY RESPONSIBILITY OR OBLIGATIONS TO DTC, THE DIRECT PARTICIPANTS, THE INDIRECT PARTICIPANTS OF DTC OR THE BENEFICIAL OWNERS WITH RESPECT TO (1) THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS OF DTC; (2) THE PAYMENT BY DTC OR ANY DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS OF DTC OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OF OR INTEREST ON THE NOTES; (3) THE DELIVERY BY DTC OR ANY DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS OF DTC OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS REQUIRED OR PERMITTED TO BE GIVEN TO OWNERS OR (4) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS THE REGISTERED HOLDER OF NOTES.

So long as Cede & Co. is the registered owner of the Notes, as nominee for DTC, references herein to Noteholders or registered owners of the Notes (other than under the heading “TAX MATTERS” herein) shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Notes.

5OHSUSA:753803561.6

THE TOWN

General Information

The Town is a suburban community located in southeastern New York State (the “State”) about 25 miles northwest of New York City. The Town has a land area of approximately 61 square miles and a current population of 128,014 as of the 2011 U.S. Census Bureau’s American Community Survey. The Town includes ten incorporated villages (Airmont, Chestnut Ridge, Hillburn, Kaser, Montebello, New Hempstead, New Square, Sloatsburg, Suffern, and Wesley Hills) and a major portion of the Villages of Pomona and Spring Valley.

The major industrial enterprises in the Town include Novartis Pharmaceuticals Corporation (formerly CIBA-Geigy Corp.), a leading manufacturer of pharmaceuticals, and Avon Products Inc., a manufacturer of cosmetics. Novartis Pharmaceuticals Corporation is one of the world’s largest pharmaceutical manufacturers. Its Suffern site, a 600,000 square foot facility situated on 150 acres, includes manufacturing facilities, administrative offices and testing laboratories and employs approximately 537 people. Avon Products, Inc., also located in Suffern, is located in a new 225,000 square-foot research and development headquarters and employs approximately 339 people. Additionally, Tri-State Health Systems (formerly Good Samaritan Hospital) employs approximately 1,800 people. Tri-State Health Systems will be augmented by the newly constructed 200,000 square-foot Accredited Cardiac Care Unit. The County of Rockland Health and Hospitals, the Fire Training and Social Services Centers and various other County buildings, employing approximately 2,000 people, are also located within the Town.

The Town-operated recreational facilities include a golf course, equestrian center, five swimming pools, pedestrian and greenway trails, a summer camp facility, numerous tennis court facilities, a state-of-the-art sports complex, a riverfront park and a 2,500-acre park system, including the 200,000 square-foot Joseph T. St. Lawrence Sports and Wellness Center with recreational personnel providing year-round activities for all age groups.

The Town is served by a road network which includes Interstate 87 (the New York State Thruway with four interchanges in the Town). It also includes Interstate 287, the Palisades Interstate Parkway, the Garden State Parkway, and New York State Routes 17, 45, 59, 202 and 306. There is Conrail freight service provided by Norfolk Southern. Metro North and New Jersey Transit provide commuter train service within the Town. The Town is also serviced by several commuter bus lines providing bus transportation to surrounding areas as well as Westchester County and New York City. Orange & Rockland Utilities has merged with Consolidated Edison and operates as a subsidiary of Consolidated Edison. The Town of Ramapo has hundreds of acres included in Empire Zones, which are intended to attract new businesses to the Town.

Comparative Housing and Income Data

Housing: Town County State U.S. Median Value Housing $412,100 $426,800 $285,300 $173,600 Median Gross Rent $1,199 $1,330 $1,058 $871 Income: Per Capita Income $24,047 $33,209 $30,679 $26,708 Median Family Income $70,385 $91,254 $66,852 $61,455

Source: U.S. Census Bureau, 2011 American Community Survey 1-Year Estimate

6OHSUSA:753803561.6

Ten Largest Employers

Name Type Number of Employees

Tri-State Health Systems Hospital 1,800 Hamaspik of Rockland County, Inc. Health and Human Services 1,340 Northern Services Group, Inc. Healthcare 1,100 SUNY/Rockland Community College Community College 1026 Rockland County Department of Hospitals Healthcare 675 Novartis Pharmaceuticals Corporation Pharmaceuticals 537 Chestnut Ridge Transportation Inc. Transportation Services 372 Provident Bank Bank 304 Town of Ramapo Municipal 356 Avon Products, Inc. Cosmetics 339

Source: Rockland Economic Development Corporation (as of April, 2013)

Population Trends

Town of Ramapo

Rockland County

New York State

1950 20,584 89,276 14,830,192 1960 35,064 136,803 16,782,304 1970 76,702 229,903 18,241,391 1980 89,060 259,530 17,558,072 1990 93,961 265,475 17,990,445 2000 108,905 286,753 18,976,457 2010 126,595 311,687 19,378,102 2011 128,014 315,158 19,465,197

Source: U.S. Census Bureau, 2011 American Community Survey

Form of Town Government

The chief executive officer of the Town is the Supervisor who is elected for a term of two years and is eligible to succeed himself. He also is a member of the Town Board. In addition to the Supervisor, there are four members of the Town Board who are elected to four-year terms. Each term is staggered so that every two years the Supervisor and two members of the Town Board are elected. There is no limitation as to the number of terms which may be served by members of the Town Board. Both the Supervisor and members of the Town Board are elected at large.

Other elected officials of the Town are the Superintendent of Highways, who is elected to a term of two years, and three Town Justices who are elected to four-year terms.

The Town appoints a Director of Parks and Recreation, Director of Public Works, Town Clerk, Town Attorney, Receiver of Taxes and Director of Finance pursuant to Town Law.

Financial Organization

Pursuant to Local Law No. 1, 1968, certain of the financial functions of the Town are the responsibility of the Director of Finance. The Supervisor is, however, the chief fiscal officer of the Town. The Director of Finance, who is responsible to the Supervisor, is also designated as the Town Comptroller and Budget Officer of the Town. Christopher St. Lawrence, the current Town Supervisor, also serves the Town as Director of Finance and is the President of the Board of the Ramapo Local Development Corporation.

7OHSUSA:753803561.6

The duties of the Director of Finance include, among others, general supervision of the Department of Finance, including accounting and bookkeeping functions, review and analysis of the operations, financial condition and future financial needs of the Town, and preparation of Town budgets.

Employees

The Town provides services through approximately 332 full-time, 32 part-time and 500 seasonal employees, of which 192 employees are represented by a chapter of the Civil Service Employees Association (“CSEA”) and 98 are represented by the Policemen’s Benevolent Association (“PBA”), and 7 are represented by Ramapo Police Superior Officer’s Association (“RPSOA”). The CSEA contract expires on December 31, 2015. The contracts with the PBA and RPSOA expire on December 31, 2014.

Solid Waste Program

The Town contracts with outside vendors for the collection and disposal of solid waste within the unincorporated areas of the Town. The Town closed and capped its only landfill in November of 1997. The Town sold its solid waste transfer station for $2,000,000 to the Rockland County Solid Waste Management Authority in August of 1998. The Town no longer operates any solid waste or resource recovery facilities.

Employee Pension Plans

Substantially all employees of the Town eligible for pension or retirement benefits under the Retirement and Social Security Law of the State of New York are members of the New York State and Local Employees’ Retirement System (“ERS”) and the Local Police and Fire Retirement System (“PFRS”), collectively referred to as the “System”. The System is a cost sharing, multiple public employers’ retirement system. The obligation of employers and employees to contribute and the benefit to employees are governed by the New York State Retirement and Social Security Law (“NYSRSSL”). The System offers a wide range of plans and benefits which are related to years of service and final average salary, vesting of retirement benefits, death and disability benefits and optional methods of benefit payments. All benefits generally vest after ten years of credited service. The NYSRSSL generally provides that all participating employers in each retirement system are jointly and severally liable for any un-funded amounts. Such amounts are collected through annual billings to all participating employers. Generally, all employees, except certain part-time employees, participate in the System. The System is non-contributory with respect to members hired prior to July 27, 1976. All members hired on or after July 27, 1976 with less than ten years of service must contribute 3% of gross annual salary toward the cost of retirement programs.

On December 12, 2009, a new Tier V was signed into law. The law became effective for new ERS and TRS hires in January, 2010. The legislation created a new Tier V pension level, the most significant reform of the State’s pension system in more than a quarter-century. Key components of Tier V include:

Raising the minimum age at which most civilians can retire without penalty from 55 to 62 and imposing a penalty of up to 38% for any civilian who retires prior to age 62.

Requiring ERS employees to continue contributing 3% of their salaries and TRS employees to continue contributing 3.5% toward pension costs so long as they accumulate additional pension credits.

Increasing the minimum years of service required to draw a pension from 5 years to 10 years. Capping the amount of overtime that can be considered in the calculation of pension benefits for civilians

at $15,000 per year, and for police and firefighters at 15% of non-overtime wages.

On March 16, 2012, the Governor signed into law the new Tier VI pension program, effective for new employees hired after April 1, 2012. The Tier VI legislation provides for increased employee contribution rates of between 3% and 6%, an increase in the retirement age from 62 years to 63 years, a readjustment of the pension multiplier, and a change in the time period for final average salary calculation from 3 years to 5 years. Tier VI employees will vest in the system after ten years of employment and will continue to make employee contributions throughout employment.

8OHSUSA:753803561.6

The Town’s contributions to the ERS and PFRS since 2009 and the 2013 budgeted payments are as follows:

Year Amount 2009 $3,387,563 2010 $3,837,525 20111 $4,647,785 20121

2013 (Budgeted)1 $6,238,696 $6,856,591

1 Pursuant to the Employer Contribution Stabilization Program established pursuant to Chapter 57 of the Laws of 2010, the Town elected to amortize all of its 2011 pension contribution and $1,216,633 of its 2012 pension contribution and $2,647,283 of its 2013 pension contribution.

Pursuant to various laws, the State Legislature authorized local governments to make available certain early retirement incentive programs to its employees. The Town currently does not have any such programs outstanding.

Historically, there has been a State mandate requiring full (100%) funding of the annual actuarially required local governmental contribution out of current budgetary appropriations. With the strong performance of the System in the 1990s, the locally required annual contribution declined to zero. However, with the subsequent decline in the equity markets, the pension system became underfunded. As a result, required contributions increased substantially to 15% to 20% of payroll for the employees’ and the police and fire retirement systems, respectively. Wide swings in the contribution rate resulted in budgetary planning problems for many participating local governments.

Chapter 49 of the Laws of 2003 (“Chapter 49”) amended the NYSRSSL and the Local Finance Law to empower the State Comptroller to implement a comprehensive structural reform program for the System. The reform program requires the Town to make a minimum contribution of 4.5% of payroll every year, including years in which the investment performance of the funds administered by the system would make a lower contribution possible. In addition, the reform program instituted a billing system to match the budget cycle of municipalities and school districts that will advise such employers over one year in advance concerning the actual pension contribution rates for the next annual billing cycle. Under the previous method, the requisite System contributions for a fiscal year could not be determined until after the local budget adoption process was complete. Under the new system, a contribution for a given fiscal year is based on the valuation of the pension fund prior to April 1 of the calendar year preceding the contribution due date instead of the following April 1 in the year of contribution so that the exact amount may now be included in a budget. The Town’s contributions for fiscal year 2010 and 2011 were approximately 18.7% and 16.8% of payroll for PFRS and 9.3% and 11.3% of payroll for ERS, respectively. The 2012 contribution is 20.9% of payroll for PFRS and 15.8% of payroll for ERS.

On July 30, 2004, the Governor signed into law Chapter 260 of the Laws of 2004 (“Chapter 260”) that contains three components which alter the way municipalities and school districts contribute to the State pension system: (1) revision of the payment due date, (2) extension of the period of time for pension debt amortization, and (3) authorization to establish a pension reserve fund. Prior to the effective date of the provisions of Chapter 260, the annual retirement bill sent to municipalities and school districts from the State reflected pension payments due between April 1 and March 31, consistent with the State fiscal year. Chapter 260 requires that the annual payment for each year be paid by February 1 of the following year.

Chapter 260 also amended the Local Finance Law to permit municipalities to issue their own notes or bonds, payable over a period of up to ten years, to finance a portion of such required payments. The Town issued $1,095,000 Public Improvement Serial Bonds 2004 Taxable Series C and $108,000 Retirement Incentive (Serial) Bonds – 2005 Taxable Series B for the purpose of funding an Employees Retirement and Incentive Program.

Although Chapter 49 and Chapter 260 offer temporary relief from the short term actuarial effects of the decline in the value of pension fund investments experienced over the last several years, neither shifts the burden of providing retirement benefits to Town employees away from Town taxpayers.

The investment losses experienced in fiscal year 2009 negatively impacted the value of assets held for the System. The current actuarial smoothing method spreads the impact over a 5-year period, and thus contribution rates increased for fiscal years 2011 through 2014 and a further increase is expected for fiscal year 2015. The amount of such future increase depends, in part, on the value of the pension fund as of each April 1 as well as on the present value of the anticipated benefits to be paid by

9OHSUSA:753803561.6

the pension fund as of each April 1. Final contribution rates for fiscal year 2014 were released in September 2012. The average ERS rate in the State increased from 18.9% of salary in fiscal year 2013 to 20.9% of salary in fiscal year 2014, while the average PFRS rate increased from 25.8% of salary in fiscal year 2013 to 28.9% of salary in fiscal year 2014. The contribution rates for fiscal year 2013 reflect the System’s Actuary’s recommendations, including a reduction in the assumed investment rate of return from 8% to 7.5%, based on the legally required five year review of actuarial assumptions. While the Town is aware of the potential negative impact on its budget and will take the appropriate steps to budget accordingly for the increase, there can be no assurance that its financial position will not be negatively impacted.

The investment of monies and assumptions underlying the System covering the Town’s employees is not subject to the direction of the Town. Thus, it is not possible to predict, control or prepare for future unfunded accrued actuarial liabilities of the System (“UAALs”). The UAAL is the difference between total actuarially accrued liabilities and actuarially calculated assets available for the payment of such benefits. The UAAL is based on assumptions as to retirement age, mortality, projected salary increases attributed to inflation, across-the-board raises and merit raises, increases in retirement benefits, cost-of-living adjustments, valuation of current assets, investment return and other matters. Such UAALs could be substantial in the future, requiring significantly increased contributions from the Town which could affect other budgetary matters. Concerned investors should contact the System administrative staff for further information on the latest actuarial valuations of the System.

Other Post-Employment Benefits

In addition to providing pension benefits, the Town provides certain health care benefits for retired employees. The various collective bargaining agreements stipulate the employees covered and the percentage of contribution. Contributions by the Town may vary according to length of service. The cost of providing post-employment health care benefits is shared between the Town and the retired employee. Substantially all of the Town’s employees may become eligible for those benefits if they reach normal retirement age while working for the Town. The cost of retiree health care benefits is recognized as an expense/expenditure as claims are paid. The Town recognized revenues of $123,007 for Medicare Part D payments made directly to its health insurance carrier on behalf of its retirees in 2011.

The Town’s annual other post-employment benefit (“OPEB”) cost (expense) is calculated based on the annual required contribution (“ARC”), an amount actuarially determined in accordance with the parameters of GASB Statement No. 45. GASB Statement No. 45 establishes standards for the measurement, recognition and display of the expenses and liabilities for retiree’s medical insurance. The ARC is the sum of (a) the normal cost for the year (the present value of future benefits being earned by current employees) plus (b) amortization of the unfunded accrued liability (benefits already earned by current and former employees but not yet provided for), using an amortization period of not more than 30 years. If a municipality or school district contributes an amount less than the ARC, a net OPEB obligation will result, which is required to be recorded as a liability on the entity’s financial statements. As a result, reporting of expenses and liabilities will no longer be done under the “pay-as-you-go” approach. Instead of expensing the current year premiums paid, a per capita claims cost will be determined, which will be used to determine a “normal cost”, an “actuarial accrued liability”, and ultimately the ARC. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal costs each year and amortize any unfunded actuarial liabilities over a period not to exceed thirty years. For the calendar year ended December 31, 2011, the Town’s annual OPEB cost of $22,291,009 was equal to the ARC. GASB Statement No. 45 does not require that the unfunded liability actually be amortized nor that it be advance funded, only that the municipality or school district account for its unfunded accrued liability and compliance in meeting its ARC.

Actuarial valuations for OPEB plans involve estimates of the value of reported amounts and assumptions about the probability of events far into the future. These amounts are subject to continual revision as results are compared to past expectations and new estimates are made about the future. Calculations are based on the OPEB benefits provided under the terms of the substantive plan in effect at the time of each valuation and on the pattern of sharing of costs between the employer and plan members to that point. The actuarial calculations of the OPEB plan reflect a long-term perspective.

10OHSUSA:753803561.6

The Town is required to accrue on the government-wide financial statements the amounts necessary to finance the plan as actuarially determined, which is equal to the balance not paid by plan members. Funding for the Plan has been established on a pay-as-you-go basis. The assumed increases in postretirement benefits are as follows:

Year End December 31 Medical Rates Prescription Rates Dental and Vision Rates 2011 8.00% 8.00% 4.75% 2012 7.25 7.25 4.75 2013 6.50 6.50 4.75 2014 5.75 5.75 4.75 2015 5.25 5.25 4.75

2016+ 4.75 4.75 4.75

The amortization basis is the level percentage of payroll method with an open amortization approach. The unit credit method was used to determine the actuarial value of the assets of the OPEB plan; however, the Town currently has no assets set aside for the purpose of paying post-employment benefits.

The number of participants entitled to OPEB benefits as of December 31, 2011 was as follows:

Amortization Component Actuarial Accrued Liability as of 1/1/11 $121,749,057 Assets at Market Value -

Unfunded Actuarial Accrued Liability 121,749,057

Covered Payroll (Active Plan Members) 41,359,259

UAAL as a Percentage of Covered Payroll 294.37%

Annual Required Contribution Amortization of Unfunded Accrued Liability $10,285,962 Interest on Net OPEB Obligation 635,751 Adjustment to Annual Required Contribution (722,224)

Annual OPEB Cost 10,199,489 Contributions Made (3,802,253)

Increase in Net OPEB Obligation 6,397,236

Net OPEB Cost at Beginning of Year 15,893,773 Net OPEB Cost at December 31, 2011 $22,291,009

Active Employees 334 Retired Employees 220

Total 554

11OHSUSA:753803561.6

Unemployment Rate Statistics

AVERAGE UNEMPLOYMENT RATE (%)

Year Town of Ramapo

Rockland County

New York State

United States

2004 4.40% 4.40% 5.80% 5.50% 2005 3.90% 4.00% 5.00% 5.10% 2006 3.60% 3.80% 4.60% 4.60% 2007 3.80% 3.90% 4.60% 4.60% 2008 4.60% 4.80% 5.40% 5.80% 2009 6.60% 7.00% 8.40% 9.30% 2010 6.50% 7.10% 8.60% 9.60% 2011 6.20% 6.70% 8.30% 8.90% 2012 6.50% 6.90% 8.50% 8.10%

Source: U.S. Department of Labor and State Department of Labor.

2013 MONTHLY UNEMPLOYMENT RATE (%)

Jan Feb Mar Apr United States 7.90% 7.70% 7.60% 7.50% New York State 9.30% 8.80% 8.10% 7.30% Rockland County 7.50% 7.10% 6.40% 5.80% Town of Ramapo 6.80% 6.40% 5.70% 5.30%

Source: U.S. Department of Labor and State Department of Labor.

12OHSUSA:753803561.6

TOWN FINANCIAL INFORMATION

Financial Results

The table below includes ending balances for each of the Town’s main funds as of the end of fiscal year 2011 and estimated ending balances as of the end of fiscal year 2012. There has been no material adverse change in the financial condition of the Town since December 31, 2012.

FUND 2011 (Audited) 2012 (Unaudited)*

General Fund $2,004,151 $ 1,495,034† Town Outside Villages 357,122 1,449,278 Police Fund 1,835,887 2,623,788 Highway 187,890 427,827

Town Wide 130,986 241,428 Town Outside Villages 56,904 186,399

Special Districts Water 178,091 445,528 Sewer 66,294 (139,977) Refuse 1,154 55,232 Lighting 324,693 309,421 Ambulance 494,178 552,017

Mortgage and Sales Tax—Actual Versus Budgeted

Mortgage Tax 2012 2011 2010 Budgeted Amount $1,377,000 $2,200,000 $2,800,000

Mortgage Revenue Received 1,406,604* 1,319,358 1,321,126

Amount over/(under) $29,604* $(880,642) $(1,478,874)

Sales Tax 2012 2011 2010

Budgeted Amount $1,860,413 $1,929,250 $2,000,000

Sales Tax Revenue Received 1,689,620* 1,675,921 1,590,821

Amount over/(under) $(170,793)* $(253,329) $(409,179)

Superstorm Sandy

On Monday, October 29, 2012, Superstorm Sandy hit the New York metropolitan region. The storm caused widespread damage to the region, including substantial damage in the Town to private and public property. The Town has incurred expenses related to the storm and expects to be reimbursed by the Federal Emergency Management Agency and other federal or State agencies, though the Town cannot predict the timing or extent of any reimbursement. The storm did not materially affect the Town’s short-term revenue collections.

* Unaudited. Estimated as of May 2013. † Ending balance includes the following receivables: $3,145,503 to be received as reimbursement from the federal government for expenses of the Town related to Hurricane Irene and Superstorm Sandy, $300,000 from the ambulance fund, $300,000 from the refuse fund, and $250,000 as a community benefit agreement payment from Millennium Pipeline.

13OHSUSA:753803561.6

Budgetary Procedures

The Supervisor, with the assistance of the Deputy Director of Finance (acting in his capacity as Budget Officer), prepares a preliminary budget each year and the Town Board holds a public hearing thereon. Subsequent to the public hearing, revisions (if any) are made and the budget is then adopted by the Town Board as its final budget for the coming fiscal year. The budget is not subject to referendum. The Town is in the process of implementing a multi-year budgeting plan to supplement the normal annual budget cycle. The Town believes that this will give it additional control over its expenses. In addition, the Town is in the process of formally adopting a general fund balance policy under which the general fund balance would be maintained at a level between 15% and 20% of general fund revenues. 

Financial Statements

The Town retains O’Connor Davies LLP, independent Certified Public Accountants (the “Auditor”), to conduct audits of its financial affairs. The last audit covers the fiscal year ended December 31, 2011 and is attached hereto as Appendix B. The Auditor was not associated with the preparation of this Placement Memorandum.

Summary statements of the results of operations for various funds, shown in the Appendices of this Placement Memorandum, have been derived from the annual and audited financial reports of the Town and are provided in memorandum form for information only. It is not implied by inclusion of these statements that the individual funds included performed individually in accordance therewith. Reference should be made to the actual audit reports, which are available for inspection at the Town offices.

TOWN TAX INFORMATION Valuations

Tax Levy Limitation Law

On June 24, 2011, Chapter 97 of the Laws of 2011 was signed into law by the Governor (the “Tax Levy Limitation Law”). The Tax Levy Limitation Law applies to all local governments, including school districts (with the exception of New York City, and the counties comprising New York). It also applies to independent special districts and to town and county improvement districts as part of their parent municipalities tax levies.

The Tax Levy Limitation Law restricts, among other things, the amount of real property taxes (including assessments of certain special improvement districts) that may be levied by or on behalf of a municipality in a particular year, beginning with fiscal years commencing on or after January 1, 2012. It expires on June 16, 2016 unless extended. Pursuant to the Tax Levy Limitation Law, the tax levy of a municipality cannot increase by more than the lesser of (i) two percent (2%) or (ii) the annual increase in the consumer price index (“CPI”), over the amount of the prior year’s tax levy. Certain adjustments would be permitted for taxable real property full valuation increases or changes in physical or quantity growth in the real property base as defined in Section 1220 of the Real Property Tax Law. A municipality may exceed the tax levy limitation for the coming fiscal year only if the governing body of such municipality first enacts, by at least a sixty percent vote of the total voting strength of the board, a local law (resolution in the case of fire districts and certain special districts) to override such limitation for such coming fiscal year only. There are exceptions to the tax levy limitation provided in the Tax Levy Limitation Law, including expenditures made on account of certain tort settlements and certain increases in the average actuarial contribution rates of the ERS, the PFRS, and the Teachers’ Retirement System. Municipalities are also permitted to carry forward a certain portion of their unused levy limitation from a prior year. Each municipality prior to adoption of its fiscal year budget must

Taxable Assessed Equalization Full Year Valuation Ratio Valuation 2012 2011

$1,619,398,541 1,622,724,087

14.95% 14.32%

$10,832,097,264 11,331,907,032

2010 1,631,134,215 14.15% 11,527,450,283 2009 1,642,111,085 13.17% 12,468,573,159 2008 1,641,238,403 12.38% 13,257,176,115

Source: Town of Ramapo Assessors’ Office

14OHSUSA:753803561.6

submit for review to the State Comptroller any information that is necessary in the calculation of its tax levy for such fiscal year.

The Tax Levy Limitation Law does not contain an exception from the levy limitation for the payment of debt service on either outstanding general obligation debt of municipalities or such debt incurred after the effective date of the Tax Levy Limitation Law (June 24, 2011).

Article 8 Section 2 of the State Constitution requires every issuer of general obligation notes and bonds in the State to pledge its faith and credit for the payment of the principal thereof and the interest thereon. This has been interpreted by the Court of Appeals, the State’s highest court, in Flushing National Bank v. Municipal Assistance Corporation for the City of New York, 40 N.Y.2d 731 (1976), as follows:

“A pledge of the city’s faith and credit is both a commitment to pay and a commitment of the city’s revenue generating powers to produce the funds to pay. Hence, an obligation containing a pledge of the City’s “faith and credit” is secured by a promise both to pay and to use in good faith the city’s general revenue powers to produce sufficient funds to pay the principal and interest of the obligation as it becomes due. That is why both words, “faith” and “credit”, are used and they are not tautological. That is what the words say and that is what courts have held they mean.”

Article 8 Section 12 of the State Constitution specifically provides as follows:

“It shall be the duty of the legislature, subject to the provisions of this constitution, to restrict the power of taxation, assessment, borrowing money, contracting indebtedness, and loaning the credit of counties, cities, towns and villages, so as to prevent abuses in taxation and assessments and in contracting of indebtedness by them. Nothing in this article shall be construed to prevent the legislature from further restricting the powers herein specified of any county, city, town, village or school district to contract indebtedness or to levy taxes on real estate. The legislature shall not, however, restrict the power to levy taxes on real estate for the payment of interest on or principal of indebtedness theretofore contracted.”

On the relationship of the Article 8 Section 2 requirement to pledge the faith and credit and the Article 8 Section 12 protection of the levy of real property taxes to pay debt service on bonds subject to the general obligation pledge, the Court of Appeals in the Flushing National Bank case stated:

“So, too, although the Legislature is given the duty to restrict municipalities in order to prevent abuses in taxation, assessment, and in contracting of indebtedness, it may not constrict the city’s power to levy taxes on real estate for the payment of interest on or principal of indebtedness previously contracted….While phrased in permissive language, these provisions, when read together with the requirement of the pledge of faith and credit, express a constitutional imperative: debt obligations must be paid, even if tax limits be exceeded”.

In addition, the Court of Appeals in the Flushing National Bank case has held that the payment of debt service on outstanding general obligation bonds and notes takes precedence over fiscal emergencies and the police power of municipalities.

Therefore, while the Tax Levy Limitation Law may constrict an issuer’s power to levy real property taxes for the payment of debt service on debt contracted after the effective date of the Tax Levy Limitation Law, it is clear that no statute is able (1) to limit an issuer’s pledge of its faith and credit to the payment of any of its general obligation indebtedness or (2) to limit an issuer’s levy of real property taxes to pay debt service on general obligation debt contracted prior to the effective date of the Tax Levy Limitation Law. Whether the Constitution grants a municipality authority to treat debt service payments as a constitutional exception to such statutory tax levy limitation is not clear.

15OHSUSA:753803561.6

Tax Collection Rate

For the Fiscal Years Ended December 31 2009 2010 2011 2012 2013 General Town and Highway Tax $45,064,427 $47,946,233 $50,418,000 $52,506,979 $57,267,495Special District Taxes and Assessments 32,342,913 36,054,289 38,578,469 41,078,932 44,602,870Relevied Items 1,487,893 1,304,602 1,684,004 1,712,540 1,606,444State and County Charges 18,319,564 18,604,467 20,071,684 26,039,593 29,808,316Reassessed School Taxes 9,150,904 10,582,567 10,040,038 9,713,926 10,120,767Miscellaneous Items 101,631 394,361 161,462 181,894 158,594 Total Tax Levy $106,467,332 $114,886,519 $120,953,657 $131,233,864 $143,564,486 Returned to County as Uncollected: Amount $16,896,132 $17,613,049 $18,481,652 $18,956,413 Percentage 15.87% 15.33% 15.28% 14.45% Uncollected Taxes Due to Town None None None None None

Source: Town of Ramapo

Tax Rates Per $1,000 Assessed

Fiscal Year Ending December 31 2009 2010 2011 2012 2013 General Town $8.94 $9.28 $9.75 $9.94 $10.87 Town Outside Villages 4.95 5.02 5.27 5.36 5.83 Police 21.17 22.49 23.92 24.37 26.70

Source: Town of Ramapo

Tax Collection Procedure

The Town collects County, Town, Highway and Special District Taxes. The Town offers its residents two methods for payment of taxes. With the traditional method, taxes are due January 1 and are payable without penalty until January 31. The penalty for payment during February is 1% and during March is 2%. After March 31 the tax roll is returned to the County and taxes plus penalties are payable to the County Treasurer. Since January 1, 1998, the County of Rockland has offered a quarterly installment payment option. The payments are due on January 31, April 15, July 15, and October 15 of each year. The first payment is payable to the Town Receiver and the subsequent payments are payable to the Commissioner of Finance of the County of Rockland. A service charge of 5% on each installment payment is added to the amount of taxes.

Regardless of the method of payment, the Town retains the total amount of Town, highway and special district levies from total collections it receives and returns the balance plus uncollected items to the County, which assumes collection responsibility and enforcement, and holds annual tax lien foreclosure sales. Thus, the Town is assured of receiving the total amount levied.

The Town provides school tax collection services for the Ramapo Central School District and the East Ramapo Central School District. For this service, the Town receives a fee of 1% of the respective tax collections.

16OHSUSA:753803561.6

Largest Taxpayers 2012 Assessment Roll

Name Type Assessed Valuation Consolidated Edison, Inc. Public Utility $31,637,529 State of New York Government 18,688,632 United Water Public Utility 21,581,591 Novartis Pharmaceuticals Commercial 14,843,400 Consolidated Edison Public Utility 13,987,330 Verizon New York, Inc. Commercial 8,966,883 Millennium Pipeline* Commercial 6,526,975 Dunnigan Realty Inc. Commercial 5,425,000 Four Hundred Rella Blvd Commercial 4,500,000 Algonquin Trans Co. Public Utility 4,340,701 Total: $131,469,741 Source: Town of Ramapo

*Millenium Pipeline Company, LLC (“Millenium”) commenced proceedings challenging its special franchise valuation established by the New York State Board of Real Property Tax Services in connection with gas pipelines located in the Town for certain tax years (the “Tax Certiorari Proceeding”). The Town filed a motion to intervene in the Tax Certiorari Proceeding and Millenium has since entered into a settlement agreement to resolve the dispute (“Settlement”). Pursuant to the Settlement, Millenium has waived its right to collect any refund from the Town and the Ramapo Central School District and has entered into a Community Benefit Agreement with the Town dated as of December 31, 2012 whereby Millenium will pay the Town the following annual fees: $250,000 relating to tax year 2012; $250,000 relating to tax year 2013; and $250,000 relating to tax year 2014. Such Community Benefit Agreement will be effective following approval by the County legislature of the related PILOT Agreement.

Investment Policy

The Town’s investments are governed by a formal written investment policy, which is consistent with the Investment Policies and Procedures guidelines promulgated by the Office of the State Comptroller. The Town’s monies must be deposited in FDIC-insured commercial banks or trust companies authorized to do business in the State of New York and located within the Town. The Town limits its investments to time deposit accounts, certificates of deposit and repurchase agreements that are fully collateralized and retained in segregated accounts.

It is the Town’s policy to require collateral for all deposits not covered by federal deposit insurance. Obligations that may be pledged as collateral are obligations of the United States and its agencies and obligations of the State and its municipalities and school districts.

The Town’s investment policy further provides that all investment obligations must be payable or redeemable at the option of the Town within such time or times as the proceeds will be needed to meet expenditures for the purposes for which monies were provided.

The Town’s investment policy does not permit the Town to invest in derivatives or reverse repurchase agreements and the Town has never invested in derivatives or reverse repurchase agreements.

State Aid

The Town receives financial assistance from the State. In its General Fund budget for the 2013 fiscal year, approximately 3.55% of the operating revenues of the Town are estimated to be received in the form of State aid. The State is not constitutionally obligated to maintain or continue State aid to the Town. No assurance can be given that present State aid levels will be maintained in the future. State budgetary restrictions which eliminate or substantially reduce State aid could have a material adverse effect upon the Town, requiring either a counterbalancing increase in revenues from other sources to the extent available, or a curtailment of expenditures (see also “MARKET AND RISK FACTORS” herein).

Other Information

No principal or interest on any obligation of the Town is past due.

17OHSUSA:753803561.6

The fiscal year of the Town is the calendar year.

This Placement Memorandum does not include the financial data of any political subdivision having power to levy taxes within the Town except to the extent shown in the section entitled “TOWN INDEBTEDNESS -Estimated Overlapping Indebtedness.”

TOWN INDEBTEDNESS

Constitutional Requirements

The New York State Constitution limits the power of the Town (and other municipalities and certain school districts of the State) to issue obligations and to contract indebtedness. Such constitutional limitations include the following, in summary form, and are generally applicable to the Town and its obligations.

Purpose and Pledge. Subject to certain enumerated exceptions, the Town shall not give or loan any money or property to or in aid of any individual or private corporation or private undertaking or give or loan its credit to or in aid of any of the foregoing or any public corporation.

The Town may contract indebtedness only for a Town purpose and shall pledge its faith and credit for the payment of principal of and interest thereon.

Payment and Maturity. Except for certain short-term indebtedness contracted in anticipation of taxes or to be paid within three fiscal year periods, indebtedness shall be paid in annual installments commencing no later than two years after the date such indebtedness shall have been contracted and ending no later than the expiration of the period of probable usefulness of the object or purpose as determined by statute and unless substantially level or declining annual debt service is authorized by the Town Board and utilized, no installment may be more than fifty per centum in excess of the smallest prior installment. The Town is required to provide an annual appropriation for the payment of interest due during the year on its indebtedness and for the amounts required in such year for amortization of its serial bonds and such required annual installments on its bonds.

Debt Limit. The Town has the power to contract indebtedness for any Town purpose so long as the principal amount thereof shall not exceed seven per centum (7%) of the average full valuation of taxable real estate of the Town and subject to certain enumerated exclusions and deductions such as water, electric and certain sewer facilities and cash or appropriations for current debt service. The constitutional method for determining average full valuation is by taking the assessed valuations of taxable real estate as shown upon the latest completed assessment roll and dividing the same by the equalization rate as determined by the State Board of Real Property Services. The State Legislature is required to prescribe the manner by which such ratio shall be determined. Average full valuation is determined by taking the sum of the full valuations of such last completed assessment roll and the four preceding assessment rolls and dividing such sum by five.

Pursuant to Article VIII of the Constitution and Title 8 of Article 2 of the Local Finance Law, the debt limit of the Town is calculated by taking seven per centum (7%) of the latest five-year average of the full valuation of all taxable real property.

Statutory Procedure

In general, the State Legislature has authorized the power and procedure for the Town to borrow and incur indebtedness by enactment of the Local Finance law, subject of course, to the constitutional provisions set forth above. The power to spend money, however, generally derives from other law, including specifically the Town Law and the General Municipal Law.

The adoption of proceedings authorizing the issuance of certain obligations may or may not be subject to permissive referendum. Generally the authorization of obligations having a maximum maturity in excess of five years is subject to permissive referendum subject to certain exceptions. In any event, the Town complies with the permissive referendum requirement whenever it is applicable.

The Local Finance Law also provides that where a bond resolution is published with a statutory form of notice, the validity of the bonds authorized thereby, including bond anticipation notes issued in anticipation of the sale thereof, may be contested only if:

18OHSUSA:753803561.6

(1) Such obligations are authorized for an object or purpose for which the issuer is not authorized to expend money, or

(2) There has not been substantial compliance with the provisions of law which should have been complied with in the authorization of such obligation, and an action contesting such validity is commenced within twenty days after the date of such publication, or

(3) Such obligations are authorized in violation of the provisions of the constitution.

Each bond resolution usually authorizes the construction, acquisition or installation of the object or purpose to be financed, sets forth the plan of financing and specifies the maximum maturity of the Bonds subject to the legal (Constitution, Local Finance law and case law) restrictions relating to the period of probable usefulness with respect thereto.

In general, the Local Finance Law contains provisions providing the Town with power to issue certain other short-term general obligation indebtedness including revenue and tax anticipation notes, deficiency notes, and budget and capital notes.

Trend of Debt Outstanding

Fiscal Year End 2008 2009 2010 2011 2012 Bonds $102,225,000 $95,945,000 $101,980,000 $94,940,000 $106,930,000 Bond Anticipation Notes - 23,200,000 28,400,000 57,295,000 37,005,000 Revenue Anticipation Notes - - 1,905,000 - - Total $102,225,000 $119,145,000 $132,285,000 $152,235,000 $143,935,000

Details of Outstanding Indebtedness

The following table sets forth the principal amount of indebtedness of the Town evidenced by the following bonds and notes as of May 1, 2013:

Maturity Date Amount Outstanding Bonds 2012-2036 $106,675,000 Bond Anticipation Notes 2012-2013 $37,005,000 Total Indebtedness $143,385,000

The principal amount of bond anticipation notes outstanding shown under “TOWN INDEBTEDNESS – Trend of Debt Outstanding,” “—Details of Outstanding Indebtedness” and “—Constitutional Debt Limit” ($37,005,000) includes the 2012 Series A and Series B Notes being redeemed, in part, with the proceeds of the Notes and also includes $3,960,000 of bond anticipation notes maturing on November 1, 2013. The Town intends to issue bonds or bond anticipation notes to pay $3,680,000 of such notes and to use available budgeted funds of the Town to pay the remaining $280,000.

Town Guaranteed Indebtedness

Pursuant to the State Constitution and other applicable State laws, the Town has provided various guarantees of bonds and other obligations of the Ramapo Local Development Corporation (the “Corporation”) in furtherance of the Corporation’s mission and objective.

Baseball Stadium Project Bonds.

The Town previously guaranteed $25,000,000 of bonds maturing March 15, 2016 issued by the Corporation in 2011 (the “Corporation Bonds”) to facilitate any eligible purpose of the Corporation. The proceeds of such Corporation Bonds were ultimately utilized for the development and construction of a Baseball Stadium Project in the Town. Pursuant to this guaranty, the full faith and credit of the Town was irrevocably pledged to the payment of principal and interest on the Corporation Bonds and the Town covenanted that it shall annually include in its budget for each fiscal year all payments required to be made in such fiscal year. The Town was required pursuant to the guaranty to pay debt service on the Corporation Bonds and the Corporation was then required to reimburse the Town for such payments. The Town made all required interest payments and an optional principal payment and was reimbursed by the Corporation in a timely manner.

19OHSUSA:753803561.6

On December 3, 2012, the Town Board unanimously voted to authorize a Town guaranty for bond financing obtained by the Corporation for a period beyond five years (the “Corporation 2013 Bonds”). On February 15, 2013, the Corporation 2013 Bonds were issued to currently refund the outstanding Corporation Bonds, capitalize certain interest on the Corporation 2013 Bonds through September 15, 2013, pay for certain costs associated with the Baseball Stadium Project and pay certain costs of issuance associated with the Corporation 2013 Bonds. Pursuant to a guaranty provided by the Town, the full faith and credit of the Town was irrevocably pledged to the payment of principal and interest on the Corporation 2013 Bonds and the Town covenanted that it shall annually include in its budget for each fiscal year all payments required to be made in such fiscal year. The Town is required pursuant to the guaranty to pay debt service on the Corporation 2013 Bonds and the Corporation is then required to reimburse the Town for such payments. The Corporation 2013 Bonds have a final maturity of March 15, 2041 with annual debt service payments of approximately $1,650,000 through 2041. The first principal and interest payments are scheduled to be made by the Town on the Corporation 2013 Bonds on March 15, 2014.

Housing Project Loans.

In 2009, the Corporation commenced construction of a three phase, 132 unit below-market condominium complex situated on 8.16 acres located at 7 Elm Street, Spring Valley, New York in the Town (the “Housing Project”). The Town guaranteed certain loans for the Housing Project as described below. The loan agreements and related notes contain various events of default that would permit Provident Bank (as lender) to declare all unpaid amounts due and payable, including failure to make payments, certain defaults relating to the subject properties, a default under any mortgage covering any part of the mortgaged property, failure to comply with the requirements of any governmental authority having jurisdiction, and certain events of bankruptcy or insolvency. Upon a default, Provident Bank may also foreclose on the mortgaged property. In addition, in the event the financial position of the Corporation or the Town or the mortgaged property, in the reasonable opinion of Provident Bank, materially increases Provident Bank’s risk beyond the risk existing as of the date of such loan agreements, Provident Bank may accelerate payment of the outstanding principal balance of the loans. To date, the Town has not made any payments pursuant to such guarantees. The Town expects that these loans will be repaid with the proceeds of the sale of units in the Housing Project.

First Phase Loans. The first phase of the Project consists of 48 units. At this time, the Corporation has closed on the sale 38 of the first 48 units in the first phase, and entered into contracts for the sale of the 10 remaining units. The Town provided a guarantee of $13,400,000 in loans (the “First Phase Loans”) from Provident Bank, as lender, to the Corporation for the construction of the first phase of the Housing Project and the foundations and infrastructure in connection with the second and third phases. The First Phase Loans are secured by mortgages granted to Provident Bank in the Housing Project and are guaranteed by the faith and credit of the Town. The obligation of the Corporation to repay the First Phase Loans is evidenced by Notes from the Corporation that require the Corporation to make interest payments on the first day of each month until the maturity of the applicable Note on December 1, 2017. The proceeds resulting from the sale of all of the units in the first phase of the Housing Project will be utilized to satisfy the First Phase Loans. The proceeds of the sale of these 38 units in the first phase have reduced the principal of the Town guaranteed First Phase Loans to $2,613,913.

Second Phase Loans. The second phase of the Project also consists of 48 units. The Corporation has certificates of occupancy for 36 of 48 units of these units and anticipates the receipt of certificates of occupancy for the remaining 12 units by the end of May 2013. The Town provided a guarantee of $10,328,400 in loans (the “Second Phase Loans”) from Provident Bank, as lender, to the Corporation to construct the second phase of the Housing Project. The Second Phase Loans are secured by mortgages granted to Provident Bank in the Housing Project and are guaranteed by the faith and credit of the Town. The Corporation’s obligation to repay the Second Phase Loans is evidenced by Notes from the Corporation that require the Corporation to make interest payments on the first day of each month until the maturity of the applicable Note on February 1, 2014. To date, construction of the second phase is 99% complete and there are 13 outstanding contracts of sale and 1 sold unit, which will result in a paydown of $4,536,000 of the Second Phase Loans or the Provident Bank Line of Credit (defined below).

Third Phase. The third phase of the Project consists of 36 units. These units are expected to be ready for move-in by the second half of 2014. The Town anticipates guaranteeing an additional $6,300,000 in mortgage loan to construct the last 36 units as the final phase of the Housing Project.

Lines of Credit.

Provident Bank Line of Credit. The Town has guaranteed and the Corporation has borrowed $5,000,000 under a line of credit (the “Provident Bank Line of Credit”) provided by Provident Bank for eligible purposes of the Corporation. The proceeds of the Provident Bank Line of Credit were used to pay costs relating to the Baseball Stadium Project. The Provident

20OHSUSA:753803561.6

Bank Line of Credit is to be fully satisfied upon the sale of all of the units in the second phase of the Housing Project. The Corporation’s obligation to repay the Provident Bank Line of Credit is evidenced by a Note from the Corporation. The Provident Bank Line of Credit is guaranteed by the faith and credit of the Town in a Continuing Guaranty (the “Provident Guaranty”). The Note provides that the Corporation will (i) make monthly payments of interest on the first day of each month beginning on Janauary 1, 2012, and (ii) beginning on January 1, 2014, repay in thirty-six (36) equal monthly principal payments, the then outstanding principal amount of the loan with the final payment scheduled for January 1, 2017; provided, however, that if the Second Phase Loans are repaid in full or the existing mortgages are reduced to a certain amount, the Corporation will be required to repay the Note on an accelerated schedule. The Note provides that Provident Bank may declare the unpaid balance of the Note due and payable upon the happening of certain events, including: (i) failure to pay amounts required by the Note and (ii) failure of the Corporation or Town to perform covenants and conditions contained in the Note or Provident Guaranty. To date, the Town has not been required to make any payments pursuant to its obligations under the Provident Guaranty. The Town expects that the Provident Line of Credit will be repaid with the proceeds of the sale of units in the second phase of the Housing Project.

Capital One, National Association Line of Credit. The Town has guaranteed and the Corporation has borrowed $2,000,000 under a line of credit (“Capital One Line of Credit”) provided by Capital One, National Association (“Capital One”) for eligible purposes of the Corporation. The proceeds of the Capital One Line of Credit were used to pay costs relating to the Baseball Stadium Project. The obligation of the Corporation to repay the Capital One Line of Credit is evidenced by a Note from the Corporation. The Capital One Line of Credit is guaranteed by the faith and credit of the Town in a Guarantee of All Liability (the “Capital One Guarantee”). The Note provides that the Corporation shall pay interest only on the unpaid prinicipal balance of the Note at the Bank’s prime rate payable on the first day of each month until October 1, 2013 when all unpaid principal and interest shall be due in full. The Note provides that Capital One may declare the unpaid balance of the Note due and payable upon the happening of certain events, including: (i) failure to pay amounts required by the Note, (ii) failure of the Corporation or Town to perform covenants and conditions contained in the Note or Capital One Guarantee, (iii) filing of a bankruptcy or similar proceeding by the guarantor, and (iv) happening of any event which adversely affects the Corporation’s ability to pay or the value of any collateral. The Capital One Guarantee provides that the Note shall come due if the Town fails to perform its agreements with Capital One, if the Corporation or the Town defaults in payment on the Note or the Capital One Guarantee or defaults in respect of any liabilities or obligations to Capital One, upon filing of a bankruptcy or similar proceedings by the Town or if the conditions or affairs of the Town or the Corporation shall so change as, in the reasonable opinion of Capital One, shall impair its security or increase its credit risk or if Capital One otherwise deems itself insecure. To date, the Town has not been required to make any payments pursuant to its obligations under the Capital One Guarantee. The Town expects that the Capital One Line of Credit will be repaid with the proceeds of the sale of certain property of the Corporation. The Corporation is currently negotiating the sale of such property.

Constitutional Debt Limit

Summary of Indebtedness, Debt Limit and Net Debt-Contracting Margin prepared as of May 1, 2013:

Five-Year Average Full Valuation of Taxable Real Property $11,883,440,771 Debt Limit 7% Thereof $831,840,854

Inclusions: Outstanding Bonds $106,675,000

Bond Anticipation Notes 37,005,000 Housing Project Loans Guaranteed by the Town 12,942,313

Ramapo Local Development Corporation Bonds Guaranteed by the Town 25,000,000 Ramapo Local Development Corporation Lines of Credit Guaranteed by the Town 7,000,000

Total Inclusions $188,622,313

Exclusions: Appropriations $8,525,000

Sewer Debt 13,095 Total Exclusions $8,538,095

Total Net Indebtedness $180,084,218

Net Debt Contracting Margin $651,756,636 Percentage of Debt Contracting Power Exhausted 21.65%

21OHSUSA:753803561.6

Bond Principal and Interest Payments

Bond Authorizations

Other than resolutions passed by the Town Board on (i) February 6, 2012 authorizing the issuance of up to $400,000 in serial bonds in connection with certain land acquisitions in the Town and $2,000,000 in serial bonds in connection with certain “green energy” building improvements in and for the Town, and (ii) March 13, 2013 authorizing the issuance of up to $2,000,000 in connection with road and street improvements, up to $2,000,000 in connection with acquisition of equipment, up to $2,000,000 in connection with drainage improvements, and up to $2,000,000 in connection with improvement and embellishment of parks, playgrounds and recreational facilities, there are no authorized but unissued bond resolutions.

(The Remainder of this page intentionally left blank.)

Fiscal Year Ending Dec. 31st Principal Interest P+I

2013 $7,715,000 $3,870,173 $11,585,173 2014 8,050,000 3,665,814 11,715,814 2015 8,345,000 3,390,671 11,735,671 2016 7,760,000 3,102,658 10,862,658 2017 6,885,000 2,830,741 9,715,741 2018 6,255,000 2,598,344 8,853,344 2019 6,430,000 2,377,634 8,807,634 2020 6,260,000 2,151,014 8,411,014 2021 6,510,000 1,913,212 8,423,212 2022 5,680,000 1,658,090 7,338,090 2023 4,755,000 1,433,530 6,188,530 2024 3,480,000 1,232,935 4,712,935 2025 3,625,000 1,102,479 4,727,479 2026 3,780,000 960,295 4,740,295 2027 2,975,000 829,301 3,804,301 2028 3,070,000 715,758 3,785,758 2029 3,105,000 598,205 3,703,205 2030 3,200,000 475,809 3,675,809 2031 1,865,000 348,838 2,213,838 2032 1,935,000 281,961 2,216,961 2033 1,990,000 212,288 2,202,288 2034 2,010,000 140,233 2,150,233 2035 1,700,000 74,100 1,774,100 2036 610,000 13,725 623,725

Total $107,990,000 $35,977,806 $143,967,806

22OHSUSA:753803561.6

Estimated Overlapping Indebtedness

The real property taxpayers of the Town are responsible for a proportionate share of outstanding debt obligations of the County and other governmental units. Such taxpayers’ share of this overlapping debt is based upon the amount of the Town’s equalized property values taken as a percentage of each separate unit’s total values. The table below sets forth both the total outstanding principal amount of debt issued by the Town and the approximate magnitude of the burden on taxable property in the Town of the debt instruments issued and outstanding by such other political units.

Net Debt Outstanding Town Share

Amount Applicable To Town

Issuer Rockland County $406,859,003 11.48% $46,709,704 School Districts: School District of Ramapo 62,745,000 95.69% 60,040,691 School District of East Ramapo 29,385,000 83.26% 24,465,951

Total Net Overlapping Debt $131,216,345

Source – NYS - Office of the State Comptroller, County of Rockland Private Placement Memorandum dated December 12, 2012. (Rockland County data as of Dec. 9, 2012. School District data as of June 30, 2012.)

SPECIAL PROVISIONS AFFECTING REMEDIES UPON DEFAULT

Section 3-a of the General Municipal Law provides, subject to exceptions not pertinent to the instant issue, that the rate of interest to be paid by the Town upon any judgments or accrued claims against it shall not exceed nine per centum per annum. This provision might be construed to have application to the holders of the Notes in the event of a default in the payment of the principal of or interest on the Notes.

In accordance with the general rule with respect to municipalities, judgments against the Town may not be enforced by levy and execution against property owned by the Town.

The Federal Bankruptcy Act allows recourse to the protection of a Federal Court by public bodies for the purpose of adjusting outstanding indebtedness. Section 85.80 of the Local Finance Law contains specific authorization for any municipality in the State (including the Town) to file a petition under any provision of Federal bankruptcy law for the composition or adjustment of municipal indebtedness.

At the Extraordinary Session of the State Legislature held in November 1975, legislation was enacted which purported to suspend the right to commence or continue an action in any court to collect or enforce certain short-term obligations of the City of New York. The effect of such act was to create a three-year moratorium on actions to enforce the payment of such obligations. On November 19, 1976, the Court of Appeals, the State’s highest court, declared such act to be invalid on the ground that it violates the provisions of the State Constitution requiring a pledge by such City of its faith and credit for the payment of such obligations.

As a result of the Court of Appeals decision, the constitutionality of that portion of Title 6-A of the Local Finance Law enacted at the 1975 Extraordinary Session of the State Legislature, authorizing any county, city, town or village with respect to which the State has declared a financial emergency to petition the State Supreme Court to stay the enforcement against such municipality of any claim for payment relating to any contract, debt or obligation of the municipality during the emergency period, is subject to doubt. In any event, no such emergency has been declared with respect to the Town.

23OHSUSA:753803561.6

MARKET AND RISK FACTORS

The financial and economic condition of the Town as well as the market for the Notes could be affected by a variety of factors, some of which are beyond the Town’s control. There can be no assurance that adverse events in the State, or elsewhere, including, for example, the seeking by a municipality or large taxable property owner of remedies pursuant to the Federal Bankruptcy Code or otherwise, will not occur which might affect the market price of and the market for the Notes. If a significant default or other financial crisis should occur in the affairs of the State or another jurisdiction, or any of its agencies or political subdivisions, thereby further impairing the acceptability of obligations issued by borrowers within the State, both the ability of the Town to arrange for additional borrowings, and the market for and market value of outstanding debt obligations, including the Notes, could be adversely affected.

The Town is also dependent in part on financial assistance from the State. However, if the State should experience difficulty in borrowing funds in anticipation of the receipt of State taxes and revenues in order to pay State aid to municipalities and school districts in the State, including the Town, in any year, the Town may be affected by a delay, until sufficient taxes have been received by the State to make State aid payments to the Town.

In several recent years, the Town has received delayed payments of State aid which resulted from the State’s delay in adopting its budget and appropriating State aid to municipalities and school districts, and consequent delay in State borrowing to finance such appropriations. (See also “TOWN TAX INFORMATION-State Aid" herein)

The enactment of the New Tax Levy Limitation Law, which imposes a tax levy limitation upon municipalities, school districts and fire districts and have restrictions in the State, including the County without providing an exclusion for debt service on obligations issued by municipalities or fire districts, including the County, could have an impact upon the market price of the Notes. See “TOWN TAX INFORMATION – Real Estate Taxes and Tax Collection Record” herein.

FEDERAL INVESTIGATION

In the afternoon of May 15, 2013 the Federal Bureau of Investigation (“FBI”) entered the Ramapo Town Hall and seized various documents and electronic data pursuant to a search warrant dated and issued on May 15, 2013 by Hon. Lisa Margaret Smith, United States Magistrate Judge. The items to be seized from the Finance Department and Supervisor’s office under the search warrant include documents and electronic data relating to (i) the finances of the Town for the period from 2009 to the present and to bonds and other securities issued by the Town and the Corporation for the period from 2009 to the present, and (ii) bank deposits of funds held by the Town or the Corporation for the period from January 2013 to the present. Items to be seized from the Town Attorney’s office pursuant to the search warrant include documents and electronic data relating to (i) correspondence with the Town’s auditors concerning the Town’s 2009, 2010, 2011 and 2012 financial statements, and (ii) the transfer of funds held by the Town or the Corporation to or from Provident Bank between March 2013 and May 15, 2013.

The Town Attorney contacted the United States Attorney’s office on May 17, 2013 to request a copy of the affidavit

in support of the search warrant and was told that this would not be made available. The United States Attorney’s office also would not confirm or deny that the Town or any of its officers were the target of the investigation.

The Corporation has also received a subpoena requiring that it provide to the Grand Jury of the Southern District of

New York documents relating to the finances of the Corporation for the period from January 1, 2009 to the present and documents relating to bonds and other securities issued by the Corporation for the period from January 1, 2009 to the present.

Jefferies LLC, the Placement Agent for the Notes (“Jefferies”), has informed the Town that it received a subpoena

requiring that it provide to the Grand Jury of the Southern District of the State of New York documents relating to bond financings by the Town and the Corporation for the period from January 1, 2009 to the present. Jefferies has further advised the Town that the United States Attorney’s office said that Jefferies is not a target of the investigation to which such subpoena relates. The Town also understands that Provident Bank and the Auditor have received subpoenas seeking the production of various documents. The Town has not been provided copies of the subpoenas served on Provident Bank or the Auditor, although it understands that such subpoenas seek the production of documents similar to those sought in the above-described search warrant received by the Town and above-described subpoena received by the Corporation. The Financial Advisor has advised the Town that the FBI contacted it on May 17, 2013 and told it that they were likely to ask it for information and documents relating to the investigation. The Financial Advisor was advised that it was being contacted as a potential witness. The Financial Advisor has agreed to provide whatever documents or information is requested of it.

24OHSUSA:753803561.6

On May 15, 2013, Moody’s Investors Service, Inc. (“Moody’s) assigned its long-term rating of “A1” negative outlook

to outstanding unenhanced bonds issued by the Town. On May 17, 2013, Moody’s placed the Town’s “A1” general obligation rating and “MIG 1” bond anticipation rating on review for downgrade. The review for downgrade reflects the possible negative consequences of the above-described federal investigation and stated, among other things, that the review will focus on issues regarding financial management and debt. Neither Moody’s nor any other rating agency has issued a rating with respect to the Notes.

NEW YORK STATE COMPTROLLER AUDIT

In February 2012, the Officer of the New York State Comptroller (the “Comptroller”), Division of Local Government and School Accountability, released a report of its audit (the “Audit Report”) of the Town of Ramapo entitled “Internal Controls Over Selected Financial Activities.” This audit was conducted pursuant to Article V, Section 1 of the State Constitution and the State Comptroller’s authority as set forth in Article 3 of the General Municipal Law. The objective of the audit was to assess the Town’s internal controls over selected financial activities for the period of January 1, 2009 to November 17, 2010. The Comptroller expanded the scope of its audit to include January 1, 2008 to May 18, 2011 to review the trends associated with the Town’s finances and to include the Town’s actions related to the baseball stadium construction project.

The Comptroller determined that Town officials inappropriately mingled the activities of the Town and the

Corporation in the construction of a minor league baseball stadium. According to the Audit Report, these actions allowed Town officials to circumvent laws the Town is required to abide by for the approval and construction of such projects, and resulted in the Town paying over $35.4 million in improvement costs and being liable for at least $25 million in bonds issued for debt on property that the Town no longer owns. In addition, the Comptroller determined that there is little likelihood that the project would general sufficient revenue to help the Town pay for this outstanding liability (At the time of the Audit Report the outstanding liability consisted of the Corporation Bonds which were scheduled to mature March 15, 2016. As described above under “TOWN INDEBTEDNESS – Town Guaranteed Indebtedness”, in February 2013 the Corporation Bonds were currently refunded by the Corporation 2013 Bonds with a final maturity of March 15, 2041). The Comptroller also found that the Town Board did not exercise effective oversight of the Town and that the Town depleted its fund balances in three major operating funds because of unrealistic revenue estimates and the Board’s failure to monitor and adjust the budget when it became clear that the Town would not achieve anticipated results. According to the Audit Report, the Board did not establish adequate information technology policies, including a breach notification policy, online banking policy or policies for assigning or deactivating user accounts.

Town officials disagreed with the Comptroller’s findings. Both the Town officials’ comments to the Comptroller’s

findings and the Comptroller’s responses to such comments are included in the Audit Report. The Audit Report can be found in its entirety on the Comptroller’s website at: http://www.osc.state.ny.us/localgov/audits/towns/2012/ramapo.pdf. On January 26, 2011, a local community group as well as several taxpayers filed a lawsuit against, among others, the Town and the Corporation in connection with various aspects of the financing and construction of the Baseball Stadium Project including challenging the Town’s use of the Urban Renewal Law for the Baseball Stadium Project. All injunctive remedies requested were denied and on April 4, 2011 the court dismissed 4 of the 16 counts of the complaint. The parties subsequently moved for summary judgment on the remaining causes of action. On September 29, 2011 the court dismissed each of the 12 remaining causes of action, including the count concerning the Town’s use of the Urban Renewal Law for the Baseball Stadium Project, the result of which was to maintain the legal basis for the Town’s guaranty of the Corporation Bonds. On September 6, 2012, the Appellate Division dismissed the appeal for failure to perfect.

LITIGATION

There is no litigation pending or, to the knowledge of the Town, threatened, which restrains or enjoins the issuance or delivery of the Notes or questions or affects the validity of the Notes or the proceedings and authority under which they are to be issued, or the pledge of the ad valorem revenues of the Town. Neither the creation, organization nor existence of the Town, nor the title of the present members of the Town Board or Town Supervisor or other officers of the Town in their respective offices is being contested.

The Town experiences routine litigation and claims incidental to the conduct of its affairs. At this time, the Town Attorney cannot predict whether any litigation will result from the above-described federal investigation. In the opinion of the Town

25OHSUSA:753803561.6

Attorney, there are no actions presently pending or threatened, the adverse outcome of which would have a material adverse effect on the financial condition of the Town.

TAX MATTERS

In the opinion of Pannone Lopes Devereaux & West LLC (“Bond Counsel”), based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the Notes is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”). In the further opinion of Bond Counsel, interest on the the Notes is not a specific preference item for purposes of the federal individual and corporate alternative minimum taxes, although it is included in adjusted current earnings when calculating corporate alternative minimum taxable income. Bond Counsel is also of the opinion that interest on the Notes is exempt from personal income taxes imposed by the State of New York and any political subdivision thereof (including The City of New York). A complete copy of the proposed form of opinion of Bond Counsel is set forth in APPENDIX C hereto.

Notes purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (“Premium Notes”) will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of Notes, like the Premium Notes, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest received, and a Beneficial Owner’s basis in a Premium Note, will be reduced by the amount of amortizable bond premium properly allocable to such Beneficial Owner. Beneficial Owners of Premium Notes should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances.

The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Notes. The Town has made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the Notes will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the Notes being included in gross income for federal income tax purposes, possibly from the date of original issuance of the Notes. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel’s attention after the date of issuance of the Notes may adversely affect the value of, or the tax status of interest on, the Notes. Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters.

Although Bond Counsel is of the opinion that interest on the Notes is excluded from gross income for federal income tax purposes and is exempt from personal income taxes imposed by the State of New York and any political subdivision thereof (including The City of New York), the ownership or disposition of, or the accrual or receipt of interest on, the Notes may otherwise affect a Beneficial Owner’s federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the Beneficial Owner or the Beneficial Owner’s other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences.

Future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Notes to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such future legislative proposals, clarification of the Code or court decisions may also affect the market price for, or marketability of, the Notes. Prospective purchasers of the Notes should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.

The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel’s judgment as to the proper treatment of the Notes for federal income tax purposes. It is not binding on the Internal Revenue Service (“IRS”) or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the Town, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The Town has covenanted, however, to comply with the requirements of the Code.

26OHSUSA:753803561.6

Bond Counsel’s engagement with respect to the Notes ends with the issuance of the Notes, and, unless separately engaged, Bond Counsel is not obligated to defend the Town or the Beneficial Owners regarding the tax-exempt status of the Notes in the event of an audit examination by the IRS. Under current procedures, parties other than the Town and its appointed counsel, including the Beneficial Owners, would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of tax-exempt Notes is difficult, obtaining an independent review of IRS positions with which the Town legitimately disagrees, may not be practicable. Any action of the IRS, including but not limited to selection of the Notes for audit, or the course or result of such audit, or an audit of Notes presenting similar tax issues may affect the market price for, or the marketability of, the Notes, and may cause the Town or the Beneficial Owners to incur significant expense.

CONTINUING DISCLOSURE UNDERTAKING

At the time of the delivery of the Notes, the Town will provide an executed copy of its “Undertaking to Provide Continuing Disclosure” (the “Undertaking”). Said Undertaking will constitute a written agreement or contract of the Town for the benefit of holders of and owners of beneficial interests to the Notes, to provide, or cause to be provided to the Electronic Municipal Market Access (“EMMA”) System implemented by the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934, or any successor thereto or to the functions of such Board contemplated by the Undertaking;

(i) the audited financial statements, if any, of the Town for each fiscal year commencing with the fiscal year ending December 31, 2012 on or prior to the later of the sixth month of the succeeding fiscal year or, if an audited financial statement is prepared, sixty days following receipt by the Town of its audited financial statement for the preceding fiscal year, but in, no event, not later than the last business day of the succeeding fiscal year;

(ii) timely notice, not in excess of ten (10) business days after occurrence of such event, of the occurrence of any of the following events:

(a) principal and interest payment delinquencies;

(b) non-payment related defaults, if material;

(c) unscheduled draws on debt service reserves reflecting financial difficulties;

(d) unscheduled draws on credit enhancements reflecting financial difficulties;

(e) substitution of the credit or liquidity providers, or their failure to perform;

(f) adverse tax opinions or the issuance by the Internal Revenue Service (IRS) 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 Notes;

(g) modifications to rights of Noteholders, if material;

(h) Note calls, if material;

(i) tender offers;

(j) defeasances;

(k) release, substitution, or sale of property securing repayment of the Notes, if material;

(l) rating changes;

(m) bankruptcy, insolvency, receivership or similar event of the Town;

(n) the consummation of a merger, consolidation, acquisition, involving the Town or the sale of all or substantially all of the assets of the Town, 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; and

(o) appointment of a successor or additional trustee, or the change of name of a trustee, if material.

27OHSUSA:753803561.6

The Town may provide notice of the occurrence of certain other events, in addition to those listed above, if it determines that any such other event is material with respect to the Notes; but the Town does not undertake to commit to provide any such notice of the occurrence of any event except those events listed above; and

(iii) in a timely manner, notice of a failure to provide the annual finanical information by the date specified.

The Town’s Undertaking shall remain in full force and effect until such time as the prinicpal of, redemption premiums, if any, and interest on the Notes shall have been paid in full or in the event that those portions of the Rule which require the Undertaking, or such provision, as the case may be, do not or no longer apply to the Notes. The sole and exclusive remedy for breach or default under the Undertaking is an action to compel specific performance of the undertakings of the Town, and no person or entity, including a Holder of the Notes, shall be entitled to recover monetary damages thereunder any circumstances. Any failure by the Town to comply with the Undertaking will not constitute a default with respect to the Notes.

The Town reserves the right to amend or modify the Undertaking under certain circumstances set forth therein; provided that any such amendment or modification will be done in a manner consistent with the Rule 15c2-12, as amended.

The Town is in compliance with all prior undertakings pursuant to the Rule for the past five years with the exception provided herein. In 2008, 2009, 2010 and 2011, the Town submitted its annual financial report after the required reporting deadline. In addition, the Town failed to file cetain material event notices related to the change of ratings on certain insured bonds of the Town in 2008, 2009, 2010, 2011 and 2013 and a notice relating to the change of rating on its uninsured general obligation bonds in 2012. The Town has agreed to cause such notices to be filed on the date hereof. It should be noted that the Town has established procedures to ensure that all of its continuing disclosure obligations are fulfilled in accordance with the Rule.

FINANCIAL ADVISOR

Environmental Capital LLC, New York, New York is serving as Financial Advisor to the Town with respect to the issuance of the Notes. The Financial Advisor will not engage in any underwriting activities with regard to the issuance and sale of the Notes. The Financial Advisor is not obligated to undertake and has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Placement Memorandum and is not obligated to review or ensure compliance with the undertaking by the Town to provide continuing secondary market disclosure.

PLACEMENT AGENT

The Town and Jefferies LLC, as placement agent for the Town (the “Placement Agent”), have entered into a placement agreement relating to the Notes (the “Placement Agreement”). Subject to the terms and conditions set forth therein, the Placement Agent has agreed to solicit offers to purchase the Notes from certain institutional investors, provided that in no event shall the Placement Agent be obligated to purchase the Notes for its own account. The Placement Agent shall pay to the Town the aggregate purchase price of the Notes of $31,202,308.00 (representing the $31,200,000.00 par amount of the Notes, plus net premium of $361,608.00, less the Placement Agent’s Fee of $280,800.00, and less expenses of the Placement Agent in the amount of $78,500.00.

The obligation of the Placement Agent to pay for and accept delivery of the Notes is subject to, among other things, the sale of those Notes to institutional investors, the receipt of certain legal opinions and the satisfaction of other conditions set forth in the Placement Agreement.

LEGAL MATTERS

Certain legal matters incident to the authorization, issuance and sale of the Notes are subject to the approval of Pannone Lopes Devereaux & West LLC, White Plains, New York, Bond Counsel to the Town. Certain legal matters will be passed upon for the Town by its counsel, Michael Klein, Esq., Ramapo, New York. Certain legal matters in connection with the preparation of this Placement Memorandum will be passed upon for the Town by Orrick, Herrington & Sutcliffe LLP, New York, New York, Special Disclosure Counsel to the Town. Certain legal matters with respect to the Notes will be passed upon for the Placement Agent by its counsel, Bracewell & Giuliani LLP, New York, New York.

28OHSUSA:753803561.6

ADDITIONAL INFORMATION

Any statements in this Placement Memorandum involving matters of opinion or estimates, whether or not expressly so stated, are intended as such and not as representations of fact. No representation is made that any of such statements will be realized. This Placement Memorandum is not to be construed as a contract or agreement between the Town and the purchaser or holders of any of the Notes.

Additional information may be obtained by contacting the Town’s financial advisor, Environmental Capital LLC at (212) 302-4227 or the Town’s Director of Finance at (845) 357-5100.

This Placement Memorandum is submitted only in connection with the sale of the Notes by the Town and may not be reproduced or used in whole or in part for any other purpose.

TOWN OF RAMAPO ROCKLAND COUNTY, NEW YORK

By: /s/ Christopher P. St. Lawrence Town Supervisor

Dated: May 24, 2013

29OHSUSA:753803561.5

Appendix A-1 Revenues, Expenditures and Fund Balance - General Fund

Year Ended December 31: 2007 2008 2009 2010 2011

Revenues Real Property Taxes $ 11,017,371 $ 11,381,025 $ 11,219,892 $ 11,882,171 $ 12,676,333 Other Tax Items 301,602 275,895 613,583 582,295 572,149 Non Property Taxes 405,212 1,093,755 742,594 668,634 1,037,350 Departmental Income 6,262,973 6,830,655 6,827,116 7,112,247 7,011,164 Intergovernmental Charges 281 - 162 194 - Use of Money and Property 221,736 222,638 219,203 315,750 382,399 Licenses & Permits 3,910 5,443 4,904 5,192 4,593 Fines & Forfeitures 982,037 924,907 902,532 746,190 741,027 Sale of Property and Compensation for Loss 5,341 25,890 37,747 - 58,017 Interfund Revenues 647,656 730,730 582,939 2,324,558 1,985,651 Miscellaneous 153,320 1,002,460 161,258 143,428 184,829 Federal Sources 12,947 - - - 25,269 State Sources 3,722,355 2,585,193 1,422,756 1,335,961 1,759,198 Total Revenues $ 23,736,741 $ 25,078,591 $ 22,734,686 $25,116,620 $ 26,437,979

Expenditures General Government Support $ 9,749,123 $ 10,420,900 $10,200,869 $ 11,408,598 $ 12,046,411 Public Safety 54,194 90,409 65,796 42,712 76,328 Health 147,586 147,586 - 147,586 - Transportation 135,753 138,738 122,757 131,717 134,172 Economic Opportunity and Development 276,441 307,150 319,365 334,104 493,083 Culture & Recreation 7,477,801 7,933,767 8,136,722 9,011,805 9,625,114 Home & Community Services 246,247 203,767 201,027 152,544 183,616 Employee Benefits 832,401 628,201 401,764 1,028,054 1,239,401 Debt Service (Interest) - - - 292,500 429,011 Total Expenditures $ 18,771,960 $ 19,722,932 $ 19,448,300 $ 22,402,034 $24,227,136

Excess of Revenues Over Expenditures $ 4,964,781 $ 5,355,659 $ 3,286,386 $ 2,714,586 $2,210,843

Other Financing Sources (Uses): Sales of Real Property $ - $ - $ 3,080,000 $ 314,000 $ - Operating Transfers In 1,300,000 924,905 2,184,617 3,437,000 1,692,697 Operating Transfers Out [1] (6,011,835) (6,234,622) (8,942,085) (8,569,485) (7,052,773) Total Other Financing Sources $ (4,711,835) $ (5,309,717) $ (3,677,468) $ (4,818,485) $ (5,360,076)

 

Excess of Revenues and Other Sources Over Expenditures and Other Uses

$ 252,946 $ 45,942 $ (391,082) $ (2,103,899) $ (3,149,233)

Fund Balance - Beginning of Year, as reported $ 4,202,778 $ 4,455,724 $ 4,501,666 $ 4,110,584 $2,006,685 Prior Period Adjustment - - - - 3,146,699 Fund Balance - Beginning of Year, as restated 4,202,778 4,455,724 4,501,666 4,110,584 5,153,384 Fund Balances - End of Year $ 4,455,724 $ 4,501,666 $ 4,110,584 $ 2,006,685 $ 2,004,151

[1] Includes transfer to Debt Service Fund. Source: Audited financial statements of the Town of Ramapo for fiscal years ending 2007 through 2011. Summary itself

not audited.

30 OHSUSA:753803561.6

Appendix A-2 Budget Results - General Fund

2010 Adopted

Budget 2011 Adopted

Budget 2012 Adopted

Budget 2013 Adopted

Budget Revenues Real Property Taxes $ 11,722,259 $ 12,634,632 $ 12,709,279 $ 14,112,546 Other Tax Items 1,780,000 2,069,250 1,965,413 2,300,000 Departmental Income 11,048,048 11,807,000 16,052,950 18,588,712 Use of Money and Property 140,000 129,500 135,000 70,000 Licenses & Permits 4,000 4,000 5,000 5,000 Fines & Forfeitures 1,050,000 1,200,000 1,300,000 1,000,000 Interfund Revenues 750,000 650,000 800,000 1,025,000 State Sources 2,800,000 2,200,000 1,377,000 1,480,000 Total Revenues $ 29,294,307 $ 30,694,382 $ 34,344,642 $ 38,581,258

Expenditures

General Government Support $ 10,881,386 $ 11,433,475 $ 11,239,842 $ 13,708,712 Public Safety 45,000 49,500 47,000 45,000 Transportation 131,669 137,205 139,874 139,823 Economic Assistance 350,550 496,150 542,650 550,150 Culture & Recreation 7,606,751 8,557,188 8,843,554 8,797,515 Home & Community Services 114,372 130,979 125,735 92,032 Employee Benefits 344,797 500,000 763,444 1,000,000 Total Expenditures $ 19,474,525 $ 21,304,497 $ 21,702,099 $ 24,333,232

Excess of Revenues Over Expenditures $ 9,819,782 $ 9,389,885 $ 12,642,543 $ 14,248,026

Other Financing Sources (Uses): Operating Transfers In $ 800,000 $ 1,280,000 $ 2,037,260 $ 3,060,000 Operating Transfers Out [1] (10,619,782) (10,669,885) (14,679,803) (17,308,026) Total Other Financing Sources $ (9,819,782) $ (9,389,885) $ (12,642,543) $ (14,248,026)

Excess of Revenues and Other Sources Over Expenditures and Other Uses

$ - $ - $ - $ -

[1] Includes transfer to Debt Service Fund.

Source: Town of Ramapo Adopted Budget.

31 OHSUSA:753803561.6

Appendix A-3 Balance Sheets - General Fund

Year Ended December 31: 2007 2008 2009 2010 2011

ASSETS Cash and Equivalents $1,221,662 $658,157 $4,069,910 $740,259 $494,431 Investments 3,370 3,436 3,445 3,451 3,453 Receivables: Accounts, net of allowance for uncollectible amounts 623,146 950,313 1,705,749 1,675,739 938,077 State and Federal Aid 24,486 23,462 17,511 14,835 8,314 Due from Other Governments 23,054 294,532 284,125 900,633 301,024 Due from Component Unit 3,110,388 - 3,080,000 3,580,000 3,080,000 Due from Other Funds - 2,990,016 324,500 3,079,745 2,171,056 Prepaid Expenditures 203,286 164,327 5,358 13,490 9,709 TOTAL ASSETS 5,209,392 5,084,243 9,490,598 10,008,152 7,006,064

LIABILITIES Accounts Payable 295,135 274,970 292,524 244,705 440,489 Accrued Liabilities 389,610 250,984 734,487 876,317 949,861 Due to Other Fund 4,500 3,510 3,288,092 4,651,043 2,935,847 Due to Other Governments 5,603 6,421 - 6,304 7,601 Deposits Payable 44,486 44,395 64,911 145,748 168,115 Deferred Revenues 14,334 2,297 1,000,000 750,000 500,000 Revenue Anticipation Notes Payable - - - 1,327,350 - TOTAL LIABILITIES 753,668 582,577 5,380,014 8,001,467 5,001,913

FUND BALANCES Fund Balance Reserved: Compensated absences 178,052 178,052 178,052 98,104 - Prepaid Expenditures 203,286 164,327 5,358 13,490 - Encumbrances 89,380 56,245 41,595 29,067 - Reserved for Debt Service - - 799,597 799,597 - Unreserved and Undesignated 3,985,006 4,103,042 3,085,982 1,066,427 - Nonspendable - - - - 9,709 Restricted - - - - 799,597 Assigned - - - - 104,203 Unassigned - - - - 1,090,642 TOTAL FUND BALANCES 4,455,724 4,501,666 4,110,584 2,006,685 2,004,151

TOTAL LIABILITIES AND FUND BALANCES 5,209,392 5,084,243 9,490,598 10,008,152 7,006,064

Source: Audited financial statements of the Town of Ramapo for fiscal years ending 2007 through 2011. Summary itself not audited.

32 OHSUSA:753803561.6

Appendix A-4 Changes In Fund Balances - Other Funds

Fiscal Year Ending Dec. 31: 2007 2008 2009 2010 2011

TOWN OUTSIDE VILLAGES Fund Balance –Beginning of Year $556,341 $786,038 $676,653 $173,624 $66,018 Revenues 4,639,092 4,460,054 4,129,049 3,906,696 3,195,261 Expenditures (4,384,501) (4,541,732) (4,576,239) (3,975,843) (2,489,886) Other Financing Sources (Uses) (24,894) (27,707) (55,839) (38,459) (414,271) Balance End of Year 786,038 676,653 173,624 66,018 357,122

POLICE FUND Fund Balance –Beginning of Year $2,611,079 $3,441,725 $2,868,823 $2,923,904 $2,423,167 Prior Period Adjustment - - - - (2,486,464) Fund Balance-Beginning of Year (Restated) $2,611,079 $3,441,725 $2,868,823 $2,923,904 (63,297) Revenues 26,232,900 27,225,519 28,696,279 31,700,990 32,858,644 Expenditures (25,252,296) (27,696,151) (28,528,385) (32,103,299) (30,818,730) Other Financing Sources (Uses) (149,958) (102,270) (112,813) (98,428) (140,730) Balance End of Year 3,441,725 2,868,823 2,923,904 2,423,167 1,835,887

HIGHWAY Fund Balance –Beginning of Year $428,589 $835,690 $673,684 $619,707 $157,563 Prior Period Adjustment - - - - 668,736 Fund Balance-Beginning of Year (Restated) $428,589 $835,690 $673,684 $619,707 826,299 Revenues 6,593,585 6,347,005 6,872,120 6,925,069 8,657,340 Expenditures (5,237,649) (5,891,888) (5,888,645) (6,034,596) (7,045,693) Other Financing Sources (Uses) (948,835) (617,123) (1,037,452) (1,352,617) (2,250,056) Balance End of Year 835,690 673,684 619,707 157,563 187,890

SPECIAL DISTRICTS Fund Balance –Beginning of Year $1,974,940 $2,899,451 $2,904,309 $2,993,052 $2,625,078 Prior Period Adjustment - - - - (1,328,971) Fund Balance-Beginning of Year (Restated) $1,974,940 $2,899,451 $2,904,309 $2,993,052 $1,296,107 Revenues 12,542,003 11,975,388 11,707,371 13,894,970 15,829,920 Expenditures (9,091,522) (9,300,763) (10,197,678) (11,814,542) (14,219,147) Other Financing Sources (Uses) (2,525,970) (2,669,767) (1,420,950) (2,448,402) (1,842,255) Balance End of Year 2,899,451 2,904,309 2,993,052 2,625,078 1,064,625

Source: Audited financial statements of the Town of Ramapo for fiscal years ending 2007 through 2011. Summary itself not audited.

B-1

Appendix B

Audited Financial StatementsFiscal Year Ending December 31, 2011

C-1 OHSUSA:753803561.6

Appendix C

Form of Bond Counsel Opinion

[Date of Closing]

Town of Ramapo 237 Route 59 Suffern, New York 10901 Re: Town of Ramapo, Rockland County, New York $31,200,000 General Obligation Bond Anticipation Notes – 2013 Series A

Ladies and Gentlemen: We have acted as bond counsel to the Town of Ramapo, Rockland County, New York (the “Town”) in connection with the issuance by the Town of its $31,200,000 General Obligation Bond Anticipation Notes – 2013 Series A dated May 28, 2013 and due May 28, 2014 (the “Notes”). The Notes are authorized to be issued pursuant to the Constitution and laws of the State of New York, including among others, the Local Finance Law, constituting Chapter 33-a of the Consolidated Laws of the State of New York, and other proceedings and determinations relating thereto, including resolutions of the Town duly adopted by the Town Board on November 12, 2008, December 22, 2008, August 10, 2009, September 13, 2010 as amended April 17, 2012, February 9, 2011 as amended October 5, 2012, April 14, 2011 as amended October 5, 2012, June 6, 2011 as amended October 5, 2012, July 29, 2011 as amended October 5, 2012 and October 5, 2012 (collectively, the “Resolutions”) to provide funds to pay the costs of various municipal purposes in and for the Town. The Notes are dated May 28, 2013, and bear interest from such date payable May 28, 2014.

We have examined such law and such certified proceedings, certifications, and other documents as we deemed necessary to render the opinions set forth herein. Regarding questions of fact material to our opinion, we have relied on representations of public officials furnished to us without undertaking to verify such representations by independent investigation.

Based on the foregoing, we are of the opinion that:

1. The Town is a municipal corporation organized and existing under the laws of the State of New York with the power to adopt the Resolutions and issue the Notes.

2. The Resolutions have been duly adopted by the Town and the issuance and sale of the Notes have been

duly authorized by the Town. 3. The Notes have been duly executed and delivered by the Town, and constitute the legal, valid and

binding general obligations of the Town enforceable in accordance with their terms. 4. All taxable real property within the Town is subject to the levy of ad valorem taxes to pay the Notes

and interest thereon, subject to applicable statutory limitations. 5. Interest on the Notes is excludable from gross income for federal income tax purposes and is not a

specific preference item for purposes of the federal individual or corporate alternative minimum taxes, although it is included in adjusted current earnings in calculating corporate alternative minimum taxable income. In rendering the opinions set forth in this paragraph, we have assumed compliance by the Town with all requirements of the Internal Revenue Service Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Notes in order that interest thereon be, and continue to be, excluded from gross income for federal income tax purposes. The Town has covenanted to comply with all such requirements. Failure by the Town to comply with certain of such requirements may cause interest on the Notes to become included in gross income for federal income tax purposes retroactive to the date of issuance of the Notes. We express no opinion regarding any other federal tax consequences arising with respect to the Notes.

C-2 OHSUSA:753803561.6

6. Interest on the Notes is exempt from personal income taxes imposed by the State of New York and any political subdivision thereof (including The City of New York). We express no opinion regarding any other New York tax consequences arising with respect to the Notes or any tax consequences arising with respect to the Notes under the laws of any state other than New York.

The rights of the owners of the Notes and the enforceability of the Notes are limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws now existing or hereafter enacted by the federal government or the State of New York affecting creditors’ rights generally, and their enforcement may also be subject to the exercise of judicial discretion in appropriate cases.

In rendering the foregoing opinions we have assumed the accuracy and truthfulness of all public records and of all certifications, documents and other proceedings examined by us that have been executed or certified by public officials acting within the scope of their official capacities and have not verified the accuracy or truthfulness thereof. We also have assumed the genuineness of the signatures appearing upon any such public records, certifications, documents and proceedings.

We express no opinion on the accuracy, completeness or fairness of any Placement Memorandum of the Town pertaining to the offering of the Notes.

This opinion is expressed as of the date hereof, and we neither assume nor undertake any obligation to update, revise, supplement or restate this opinion to reflect any action taken or omitted, or any facts or circumstances or changes in law or in the interpretation thereof, that may hereafter arise or occur, or for any other reason.

Very truly yours,

PANNONE LOPES DEVEREAUX & WEST LLC