“TAX MATTERS” - · PDF fileNEW ISSUE MOODY’s RATING: MIG1 Book-Entry Only See “Ratings” herein In the opinion of Thompson Coburn LLP, St. Louis, Missouri, Bond Counsel, conditioned

NEW ISSUE MOODY’s RATING: MIG1 Book-Entry Only See “Ratings” herein

In the opinion of Thompson Coburn LLP, St. Louis, Missouri, Bond Counsel, conditioned on continuing compliance with

certain requirements of the Internal Revenue Code of 1986, as amended (the “Code”), interest on the Notes (a) is excluded from gross income for federal income tax purposes and (b) is exempt from income taxation by the State of Missouri. Also in the opinion of Bond Counsel, interest on the Notes is not a specific item of tax preference for purposes of the federal alternative minimum tax on corporations and other taxpayers, including individuals. However, interest on the Notes is included in a corporate taxpayer’s adjusted current earnings for purposes of determining its federal alternative minimum tax liability. In the opinion of Bond Counsel, the Notes are not “qualified tax-exempt obligations” within the meaning of the Code (relating to financial institution deductibility of interest expense). See “TAX MATTERS” herein.

$22,080,000 ST. LOUIS COUNTY, MISSOURI

Special Obligation Notes (General Fund Tax Anticipation)

Series 2011-1

Dated: Date of Delivery Due: August 1, 2012 The Special Obligation Notes (General Fund Tax Anticipation), Series 2011-1 (the “Notes”) will be issued by St. Louis County, Missouri (the “County”) for the purpose of providing funds to (i) pay and discharge the expenses and obligations properly payable from the General Fund of the County in the County’s fiscal year ending December 31, 2011, and (ii) pay the costs and expenses incident to the issuance of the Notes. The Notes are issuable only as fully registered notes, without coupons, and when issued, will be registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”), New York, New York, which will act as securities depository for the Notes. Purchases of the Notes will be made in book-entry-only form, in denominations of $5,000 or any integral multiple thereof. Purchasers of the Notes (“Beneficial Owners”) will not receive certificates representing their interest in the Notes. So long as Cede & Co. is the registered owner of the Notes as nominee of DTC, references herein to the noteowners or registered owners shall mean Cede & Co. as aforesaid and shall not mean the Beneficial Owners of the Notes. See APPENDIX D – BOOK-ENTRY-ONLY SYSTEM. Principal of, redemption premium, if any, and interest on the Notes is payable to the registered owners of the Notes at the maturity or redemption date thereof upon the surrender thereof at the designated corporate trust office of UMB Bank, N.A., St. Louis, Missouri (the “Paying Agent”). Interest on the Notes will be payable on August 1, 2012 or, with respect to any Note, any earlier date on which the principal of such Note becomes due and payable, whether by call for redemption or otherwise.

The Notes are special limited obligations of the County, payable solely from the annual appropriation of funds by the County for that purpose from legally available funds. The obligation of the County to make payments under the Note Ordinance does not constitute a general obligation or indebtedness of the County for which the County has or is obligated to levy or pledge any form of taxation and shall not be construed to be a debt of the County in contravention of any applicable constitutional, statutory or charter limitation or requirement. There are risks associated with the purchase of the Notes. See “NOTEOWNERS’ RISKS” herein for a discussion of certain of these risks. This cover page contains information for reference only. It is not a summary of the Notes. Investors must read the entire Official Statement including the cover page and appendices hereto to obtain information essential to making an informed investment decision. The Notes are offered when, as and if issued by the County, subject to the approval of legality by Thompson Coburn LLP, St. Louis, Missouri, Bond Counsel. Certain legal matters will be passed upon by Thompson Coburn LLP, St. Louis, Missouri, as Disclosure Counsel to the County and by Patricia Redington, St. Louis, Missouri, the County Counselor. It is expected that the Notes will be available for delivery in St. Louis, Missouri, on or about August 30, 2011.

The date of this Official Statement is August 9, 2011.

Maturity Schedule

ST. LOUIS COUNTY, MISSOURI

Special Obligation Notes(General Fund Tax Anticipation)

Series 2011-1

$22,080,000 0.75% Notes due August 1, 2012, Price: 100.125%; CUSIP No. 791526 HW91

____________________1 CUSIP numbers shown above have been assigned by an organization not affiliated with the County. The County isnot responsible for the selection of CUSIP numbers nor does the County make any representations to the correctness ofsuch numbers on the Notes or as shown above.

ST. LOUIS COUNTY, MISSOURILawrence K. Roos County Administration Building

41 S. Central AvenueClayton, Missouri 63105

ELECTED OFFICIALS

Charlie A. Dooley, County ExecutiveSteven Stenger, County Council Chair and Councilmember

Hazel Erby, CouncilmemberKathleen Burkett, CouncilmemberColleen Wasinger, CouncilmemberMichael O’Mara, CouncilmemberPatrick M. Dolan, CouncilmemberGregory Quinn, Councilmember

ADMINISTRATIVE OFFICIALS

Pamela J. Reitz, Director of AdministrationDonald Rode, Accounting Officer

Patricia Redington, County Counselor

BOND COUNSEL AND DISCLOSURE COUNSEL

Thompson Coburn LLPSt. Louis, Missouri

FINANCIAL ADVISOR

Columbia Capital Management, LLCSt. Louis, Missouri

UNDERWRITER

Morgan Stanley & Co. LLCNew York, New York

No dealer, broker, salesman or other person has been authorized by the County or the Underwriter to give anyinformation or to make any representations with respect to the Notes other than those contained in this OfficialStatement, and, if given or made, such other information or representations must not be relied upon as having beenauthorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of anoffer to buy nor shall there be any sale of the Notes by any person in any jurisdiction in which it is unlawful for suchperson to make such offer, solicitation or sale. The information set forth herein has been furnished by the County andother sources which are believed to be reliable, but such information is not guaranteed as to accuracy or completenessand is not to be construed as a representation by the Underwriter. Statements contained in this Official Statementwhich involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intendedsolely as such and are not to be construed as a representation of fact. The information and expressions of opinionherein are subject to change without notice and neither the delivery of this Official Statement nor any sale madehereunder shall, under any circumstances, create any implication that there has been no change in the affairs of theCounty since the date hereof.

The Underwriter has provided the following sentence for inclusion in this Official Statement: TheUnderwriter has reviewed the information in this Official Statement in accordance with, and as part of, itsresponsibilities to investors under the federal securities laws as applied to the facts and circumstances of thistransaction, but the Underwriter does not guarantee the accuracy or completeness of such information.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVER-ALLOT OREFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTESAT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

THE NOTES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES ANDEXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS ANYDOCUMENT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, INRELIANCE UPON EXEMPTIONS CONTAINED IN SUCH ACTS. IN MAKING AN INVESTMENTDECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE COUNTY AND THETERMS OF THE OFFERING. THESE NOTES HAVE NOT BEEN RECOMMENDED BY ANY FEDERALOR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THEFOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THEADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAYBE A CRIMINAL OFFENSE.

Forward-Looking Statements

The statements contained in this Official Statement, and in any other information provided by the County, thatare not purely historical, are forward-looking statements, including statements regarding the County’s expectations,hopes, intentions, or strategies regarding the future. Undue reliance should not be placed on forward-lookingstatements. All forward-looking statements included in this Official Statement are based on information available to theCounty on the date hereof, and the County assumes no obligation to update any such forward-looking statements otherthan as indicated under the caption “CONTINUING DISCLOSURE.”

The forward-looking statements herein are necessarily based on various assumptions and estimates and areinherently subject to various assumptions and estimates and to various risks and uncertainties. Included in such risksand uncertainties are (i) those relating to the possible invalidity of the underlying assumptions and estimates, (ii)possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances,and (iii) conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, businesspartners and competitors, and legislative, judicial and other governmental authorities and officials. Assumptionsrelated to the foregoing involve judgments with respect to, among other things, future economic, competitive, andmarket conditions and future business decisions, all of which are difficult or impossible to predict accurately. For thesereasons, there can be no assurance that the forward-looking statements included in this Official Statement will prove tobe accurate.

TABLE OF CONTENTS

Page Page

INTRODUCTION....................................................... 1Purpose of this Official Statement ........................... 1The County............................................................. 1The Notes ............................................................... 1Purpose of the Notes ............................................... 1Authority for the Notes............................................ 1Security and Sources of Payment for the Notes

.......................................................................... 2Noteowners’ Risks.................................................. 2Continuing Disclosure............................................. 2Definitions, Summaries of Documents and

Additional Information....................................... 2THE NOTES............................................................... 3

Description of the Notes.......................................... 3Redemption ............................................................ 3CUSIP Numbers ..................................................... 4

PLAN OF FINANCE................................................... 4SOURCES AND USES OF FUNDS............................ 4

Estimated Application of Note Proceeds.................. 4Sources and Uses of Funds...................................... 5

SECURITY AND SOURCES OF PAYMENT FORTHE NOTES............................................................... 5

Sources of Payment................................................. 5THE COUNTY ........................................................... 5NOTEOWNERS’ RISKS ............................................ 6

General................................................................... 6Risk of Non-Appropriation by the County................ 6Changes in Economic, Demographic and

Market Conditions ............................................. 6Factors Relating to Security for the Notes................ 7No Mortgage........................................................... 7Certain Matters Relating to Enforceability .............. 7The Hancock Amendment ....................................... 8

Risk of Taxability....................................................8Risk of Audit ...........................................................8

CONTINUING DISCLOSURE.................................... 9FINANCIAL STATEMENTS.....................................10LEGAL MATTERS ...................................................10

Litigation...............................................................10Legal Proceedings..................................................10

TAX MATTERS........................................................11Tax Exemption ......................................................11Collateral Tax Consequences .................................11

CERTAIN RELATIONSHIPS ....................................12MISCELLANEOUS...................................................13

Ratings ..................................................................13Financial Advisor ..................................................13Underwriting .........................................................13Other Matters ........................................................13Additional Information...........................................15

Appendix A: Information Regarding St.Louis County, Missouri ............... A-1

Appendix B: Audited FinancialStatements of the County forFiscal Year EndedDecember 31, 2010 ......................B-1

Appendix C: Summary of the NoteOrdinance.....................................C-1

Appendix D: Book-Entry-Only System............ D-1Appendix E: Registration and Transfer of

Notes ............................................E-1

[Page intentionally left blank.]

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OFFICIAL STATEMENT

$22,080,000ST. LOUIS COUNTY, MISSOURI

Special Obligation Notes(General Fund Tax Anticipation)

Series 2011-1

INTRODUCTION

The following introductory statement is subject in all respects to more complete informationcontained elsewhere in this Official Statement (including the cover page, inside cover page and theAppendices, this “Official Statement”). The order and placement of materials in this Official Statement,including the Appendices, are not to be deemed to be a determination of relevance, materiality or relativeimportance, and this Official Statement, including the cover page and the Appendices, must be consideredin its entirety. The offering of the Notes to potential investors is made only by means of the entire OfficialStatement. See APPENDIX C – SUMMARY OF THE NOTE ORDINANCE for the definitions ofcertain capitalized terms used in this Official Statement.

Purpose of this Official Statement

This Official Statement contains descriptions of, among other matters, the Special Obligation Notes(General Fund Tax Anticipation), Series 2011-1 (the “Notes”) of St. Louis County, Missouri (the“County”), and the ordinance of the County authorizing the Notes (the “Note Ordinance”). Suchdescriptions and information do not purport to be comprehensive or definitive. A summary of the NoteOrdinance is attached hereto as APPENDIX C – SUMMARY OF THE NOTE ORDINANCE. Allreferences herein to the Note Ordinance are qualified in their entirety by reference to the definitive NoteOrdinance, copies of which may be obtained from the office of the Director of Administration of the County.

The County

The County, the issuer of the Notes, is a constitutional charter county and political subdivision ofthe State of Missouri (the “State”). The County is located approximately eight miles from downtownSt. Louis, and the 2010 population was 998,954. See APPENDIX A – INFORMATION REGARDINGST. LOUIS COUNTY, MISSOURI.

The Notes

The offering consists of $22,080,000 principal amount of Special Obligation Notes (General FundTax Anticipation), Series 2011-1. See the caption “THE NOTES” herein.

Purpose of the Notes

The proceeds of the Notes will be used, together with other available funds of the County, toprovide funds to (i) pay and discharge the expenses and obligations properly payable from the General Fundof the County in the County’s fiscal year ending December 31, 2011, and (ii) pay the costs and expensesincident to the issuance of the Notes. See the caption “THE NOTES - Purpose of the Notes” herein.

Authority for the Notes

The Notes are being issued pursuant to and in full compliance with the Constitution and statutes ofthe State, the County’s Charter and an ordinance adopted by the governing body of the County (the “NoteOrdinance”).

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Security and Sources of Payment for the Notes

The Notes shall be special obligations of the County payable solely from the annual appropriationof funds by the County for that purpose. See the caption “SECURITY AND SOURCES OF PAYMENTFOR THE NOTES.” The obligation of the County to make payments into the Debt Service Fund and anyother obligations of the County to make payments under the Note Ordinance do not constitute a generalobligation or indebtedness of the County for which the County has or is obligated to levy or pledge any formof taxation, and shall not be construed to be a debt of the County in contravention of any applicableconstitutional, statutory or charter limitation or requirement, but in each Fiscal Year shall be payable solelyfrom legally available funds appropriated therefor (i) out of the income and revenues provided for such yearplus (ii) any unencumbered balances from previous years. Subject to the preceding sentence, the obligationsof the County to make payments hereunder and to perform and observe any other covenant and agreementcontained herein shall be absolute and unconditional. The County does not pledge its full faith and creditand is not obligated to levy taxes or resort to any other moneys of the County to pay the principal of andinterest on the Notes. See the captions “THE NOTES - Security and Sources of Payment for theNotes” and “SECURITY AND SOURCES OF PAYMENT FOR THE NOTES.”

The Notes are not secured by a mortgage, deed of trust or other security interest on anyproperty.

THE NOTES DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE COUNTYAND DO NOT CONSTITUTE AN INDEBTEDNESS OF THE COUNTY, THE STATE OR ANYPOLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANYCONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NEITHER THE FULLFAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY, THE STATE OR ANYPOLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THEPRINCIPAL OF OR INTEREST ON THE NOTES. THE ISSUANCE OF THE NOTES SHALLNOT, DIRECTLY, INDIRECTLY OR CONTINGENTLY, OBLIGATE THE COUNTY, THESTATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY ANY FORM OFTAXATION THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT.

Noteowners’ Risks

The Notes involve a degree of risk and are not a suitable investment for all persons. Prospectivepurchasers should carefully evaluate the risks and merits of an investment in the Notes, confer with theirown legal and financial advisors and be able to bear the risk of loss of their investment in the Notes. See thesection herein captioned “NOTEOWNERS’ RISKS.”

Continuing Disclosure

The County will execute a Continuing Disclosure Agreement in accordance with Rule 15c2-12 ofthe Securities and Exchange Commission pursuant to which the County will agree to provide disclosure ofcertain financial and operating information on an on-going basis while the Notes are outstanding and toprovide notices of the occurrence of certain enumerated events, if deemed by the County to be material. Seethe section herein captioned “CONTINUING DISCLOSURE.”

Definitions, Summaries of Documents and Additional Information

APPENDIX A – INFORMATION REGARDING ST. LOUIS COUNTY, MISSOURIcontains information regarding the County. APPENDIX B – AUDITED FINANCIAL STATEMENTSOF THE COUNTY FOR FISCAL YEAR ENDED DECEMBER 31, 2010 contains the auditedfinancial statement of the County for the fiscal year ended December 31, 2010. Definitions of certain wordsand terms used in this Official Statement and a summary of the Note Ordinance are included in this OfficialStatement in APPENDIX C – SUMMARY OF THE NOTE ORDINANCE. Such definitions andsummaries do not purport to be comprehensive or definitive. All references herein to such documents are

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qualified in their entirety by reference to the definitive forms of such documents, copies of which may beviewed at the offices of Columbia Capital Management, LLC, 6330 Lamar, Suite 200, Overland Park,Kansas 66202, telephone (913) 248-8500, or at the office of the Director of Administration of the County,41 South Central, Clayton, Missouri 63105, telephone (314) 615-7046, and will be provided to anyprospective purchaser requesting the same upon payment of the cost of complying with such request.

THE NOTES

Description of the Notes

The Notes will consist of fully registered notes, without coupons, in denominations of $5,000 or anyintegral multiple thereof, numbered from R-1 consecutively upward. The Notes will be issued in theprincipal amount of $22,080,000. The Notes will be dated their date of issuance and delivery and willbecome due on August 1, 2012. The Notes will bear interest at the rate per annum set forth on the insidecover of this Official Statement, which interest will be payable on August 1, 2012 or, with respect to anyNote, any earlier date on which the principal of such Note becomes due and payable, whether by call forredemption or otherwise. Principal will be payable upon presentation and surrender of the Notes by theregistered owners thereof at UMB Bank, N.A., St. Louis, Missouri (the “Paying Agent”). The interestpayable on each Note on any Interest Payment Date shall be paid to the Person in whose name such Note isregistered on the Note Register at the close of business on the Record Date for such interest (a) by check ordraft mailed by the Paying Agent to such Registered Owner at the address shown on the Note Register or (b)at such other address as is furnished to the Paying Agent in writing by such Registered Owner or (c) in thecase of an interest payment to any Owner of $500,000 or more in aggregate principal amount of Notes, bywire transfer to such Registered Owner upon written notice signed by such Registered Owner and given tothe Paying Agent, not less than 15 days prior to the Record Date for such interest, containing the wiretransfer address (which shall be in the continental United States) to which such Registered Owner wishes tohave such wire directed.

Upon initial issuance, the ownership of the Notes will be registered in the Note Register in the nameof Cede & Co., as registered owner and nominee of The Depository Trust Company (“DTC”), New York,New York, which will act as securities depository for the Notes. Purchases of the Notes will be made inbook-entry-only form, in denominations of $5,000 or any integral multiple thereof. Purchasers of the Notes(“Beneficial Owners”) will not receive certificates representing their interest in the Notes. So long asCede & Co. is the registered owner of the Notes as nominee of DTC, references herein to the noteowners orregistered owners shall mean Cede & Co. as aforesaid and shall not mean the Beneficial Owners of theNotes. See APPENDIX D – BOOK-ENTRY-ONLY SYSTEM and APPENDIX E –REGISTRATION, TRANSFER AND EXCHANGE OF NOTES.

Redemption

Optional Redemption of the Notes. At the option of the County, the Notes are subject toredemption and payment prior to Maturity, on February 1, 2012 and thereafter in whole or in part at anytime in multiples of $5,000, at the redemption price of 100% of the principal amount thereof, plus accruedinterest thereon to the redemption date.

Notice of Redemption. Notice of the selection or call for redemption identifying the Notes orportions thereof to be redeemed, shall be given by the Paying Agent by mailing a copy of the redemptionnotice by first class mail not less than thirty (30) nor more than sixty (60) days prior to the date fixed forredemption to the Owner of each Note to be redeemed in whole or in part at the address shown on the NoteRegister; and a second notice of redemption shall be sent by first class mail at such address to the Owner ofany Note who has not submitted his Note to the Paying Agent for payment on or before the date sixty (60)days following the date fixed for redemption; provided, however, that neither any defect in giving suchnotice by mailing as aforesaid nor any defect in any notice so mailed shall affect the validity of any

4

proceeding for the redemption of any Note. Any notice mailed as described above shall be conclusivelypresumed to have been duly given, whether or not the Owner receives the notice.

Selection of Notes to Be Redeemed. The Notes shall be redeemed only in the principal amount of$5,000 or any integral multiple thereof. When less than all of the Outstanding Notes of any series andmaturity are to be redeemed and paid prior to maturity, such Notes shall be selected by the Paying Agent bylot in $5,000 units of face value in such equitable manner as the Paying Agent may determine.

In the case of a partial redemption of Notes by lot when Notes of denominations greater than$5,000 are then Outstanding, then for all purposes in connection with such redemption each $5,000 of facevalue shall be treated as though it were a separate Note of the denomination of $5,000. If it is determinedthat one or more, but not all, of the $5,000 units of face value represented by any fully registered Note isselected for redemption, then upon notice of intention to redeem such $5,000 unit or units, the Owner of suchfully registered Note or his attorney or legal representative shall forthwith present and surrender such Noteto the Paying Agent (1) for payment of the redemption price (including the premium, if any, and interest tothe date fixed for redemption) of the $5,000 unit or units of face value called for redemption, and (2) forexchange, without charge to the Owner thereof, for a new Note or Notes of the aggregate principal amountof the unredeemed portion of the principal amount of such fully registered Note. If the Owner of any suchfully registered Note of a denomination greater than $5,000 fails to present such Note to the Paying Agentfor payment and exchange as aforesaid, such Note will, nevertheless, become due and payable on theredemption date to the extent of the $5,000 unit or units of face value called for redemption (and to thatextent only).

Effect of Call for Redemption. Whenever any Note is called for redemption and payment asprovided in the Note Ordinance, funds will be deposited with the Paying Agent on or prior to the redemptiondate sufficient to pay the Notes called for redemption plus accrued interest and any premium required, andall interest on such Note shall cease from and after the date for which such call is made, provided funds areavailable for its payment at the price specified in the Note Ordinance. Any Notes which have been calledfor redemption but not redeemed due to the unavailability of funds therefor shall continue to be outstandingunder, and entitled to all benefits of, the Note Ordinance.

CUSIP Numbers

It is anticipated that CUSIP identification numbers will be printed on the Notes, but neither thefailure to print such numbers on any Notes, nor any error in the printing of such numbers shall be cause for afailure or refusal by the purchaser thereof to accept delivery of and payment for any Notes.

PLAN OF FINANCE

The Notes are being issued pursuant to the Constitution and laws of the State, the County’s Charterand the Note Ordinance for the purpose, together with other of available funds, of providing funds to (i) payand discharge the expenses and obligations properly payable from the General Fund of the County in theCounty’s fiscal year ending December 31, 2011, and (ii) pay the costs and expenses incident to the issuanceof the Notes.

SOURCES AND USES OF FUNDS

Estimated Application of Note Proceeds

The following table itemizes the sources of funds, including the proceeds from the sale of the Notes,and how such funds are expected to be used:

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Sources and Uses of Funds

Sources of Funds:Proceeds of the Notes $ 22,080,000Plus: Premium 27,600

Total $ 22,107,600

Uses of Funds:Transfer to Project Fund $ 22,020,000Costs of Issuance, including Underwriter’s Discount 87,600

Total $ 22,107,600

SECURITY AND SOURCES OF PAYMENT FOR THE NOTES

Sources of Payment

The Notes are special limited obligations of the County, payable solely from the annualappropriation of funds by the County for that purpose from legally available funds.

The Notes are special obligations of the County payable solely from amounts appropriated thereforein each Fiscal Year from any funds of the County legally available for such purpose (i) out of the incomeand revenues provided for such Fiscal Year plus (ii) any unencumbered balances from previous years. TheNotes do not constitute general obligations or indebtedness of the County within the meaning of anyconstitutional or statutory limitation or provision, and the County does not pledge its full faith and credit andis not obligated to levy taxes or resort to any other moneys of the County to pay the principal of and intereston the Notes. The General Fund has numerous funding sources, including taxes and miscellaneous revenues.See “FINANCIAL INFORMATION CONCERNING THE COUNTY” in APPENDIX A –INFORMATION REGARDING ST. LOUIS COUNTY, MISSOURI. The payment of principal andinterest is not limited to the revenues identified under such captions, and such revenues are not pledged tothe payment of the Notes.

In the Note Ordinance the County Council of the County directs from and after delivery of theNotes and so long as any of the Notes are outstanding, the County’s County Executive, Director ofAdministration or any other officer or official of the County at any time charged with the responsibility offormulating budget proposals, subject to the provisions of the Note Ordinance, (i) to include in each annualbudget prepared and presented to the Council as provided in the Note Ordinance an appropriation of theamount necessary to pay debt service on the Notes in the next succeeding Fiscal Year, and (ii) to take suchfurther action (or cause the same to be taken) as may be necessary or desirable to assure the availability ofmoneys appropriated to pay such debt service on the Notes in the next succeeding Fiscal Year.

The payment of the principal of and interest on the Notes is subject to annual appropriation by theCounty. The County is not required or obligated to make any such annual appropriation, and the decisionwhether or not to appropriate such funds will be solely within the discretion of the then current CountyCouncil.

THE COUNTY

The County, the issuer of the Notes, is a constitutional charter county and political subdivision ofthe State. The County is located approximately eight miles from downtown St. Louis, and the 2010population of the County was 998,954. See APPENDIX A – INFORMATION REGARDING ST.LOUIS COUNTY, MISSOURI.

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NOTEOWNERS’ RISKS

An investment in the Notes is subject to a number of significant risk factors. The following is adiscussion of certain risks that could affect payments to be made with respect to the Notes. Such discussionis not, and is not intended to be, exhaustive and should be read in conjunction with all other parts of thisOfficial Statement and should not be considered as a complete description of all risks that could affect suchpayments. Prospective purchasers of the Notes should analyze carefully the information contained in thisOfficial Statement, including the Appendices hereto, and additional information in the form of the completedocuments summarized herein, copies of which are available as described in this Official Statement.

General

The Notes are special obligations of the County payable solely from the annual appropriation offunds by the County for that purpose. The likelihood that the County will be able to generate sufficientrevenues to make payments of principal of and interest on the Notes is dependent upon certain factors whichare beyond the control of the County. The obligation of the County to make payments into the Debt ServiceFund and any other obligations of the County to make payments under the Note Ordinance do not constitutea general obligation or indebtedness of the County for which the County has or is obligated to levy or pledgeany form of taxation and shall not be construed to be a debt of the County in contravention of any applicableconstitutional, statutory or charter limitation or requirement, but in each Fiscal Year shall be payable solelyfrom the amounts appropriated therefor (i) out of the income and revenues of the County provided for suchyear plus (ii) any unencumbered balances from previous years. The County does not pledge its full faith andcredit and is not obligated to levy taxes or resort to any other moneys of the County to pay the principal ofand interest on the Notes. No representation or assurance can be given that the County Council willannually appropriate funds in amounts sufficient to pay the principal of and interest on the Notes.

Risk of Non-Appropriation by the County

The payment of principal of and interest on the Notes by the County is subject to annualappropriation by the County Council in accordance with the provisions of applicable law. Although theCounty has covenanted that the officer or official of such County at any time charged with the responsibilityof formulating budget proposals will include in the annual budget proposal a request for an appropriation ofthe principal of and interest on the Notes, there can be no representation or assurance that such appropriationwill be made and the County Council is not legally obligated to make such appropriation.

Factors which may affect the willingness of the County Council to appropriate the principal of andinterest on the Notes include, but are not limited to, the sufficiency of legally available funds of the Countyto make such payments and other needs of the County with respect to the use of such funds for itsgovernmental purposes, the revenues from the operations of the County’s enterprise systems and othercommitments with respect to the use of such revenues.

In considering the payments of principal of and interest on the Notes, the annual appropriationnature of such payments impacts their value as security for the Notes. If the County fails to appropriate theprincipal of and interest on the Notes for any reason those funds will not be available for payment of theNotes. The failure of the County to appropriate the principal of and interest on the Notes is not an Event ofDefault under the Note Ordinance and there is no available legal remedy to compel such appropriation.Without the appropriated funds, the County would be unable to pay debt service on the Notes.

Changes in Economic, Demographic and Market Conditions

Changes in real estate market conditions in the St. Louis area, as well as changes in general or localdemographic or economic conditions, could adversely affect the value of the property located within theCounty and the level of economic activity in the County and, consequently, the amounts of real estate taxes,sales taxes and other revenues generated by the County. Such changes could also have an adverse impact on

7

the financial condition of the County and, thus, the County resources available for appropriation for thepayment of the principal of and interest on the Notes.

In particular, sales tax revenues historically have been sensitive to changes in local, regional andnational economic conditions. For example, sales tax revenues have historically declined during economicrecessions, when high unemployment adversely affects consumption. Demographic changes in thepopulation of the County may adversely affect the level of sales tax revenues. A decline in the Countypopulation, or reductions in the level of commercial and industrial activity in the County, could reduce thenumber and value of taxable transactions and thus reduce the amount of sales tax revenues. It is notpossible to predict whether or to what extent any such changes in economic conditions, demographiccharacteristics, population or commercial and industrial activity will occur, and what impact any suchchanges would have on sales tax revenues.

See “IMPACT OF CURRENT ECONOMIC DOWNTURN ON THE COUNTY” inAPPENDIX A – INFORMATION REGARDING ST. LOUIS COUNTY, MISSOURI for a discussionof some of the impacts of the current economic downturn on the County and its finances.

Factors Relating to Security for the Notes

Enforcement of the remedies under the Note Ordinance may be limited or restricted by state andfederal laws relating to bankruptcy, fraudulent conveyances, and rights of creditors and by application ofgeneral principles of equity affecting the enforcement of creditors’ rights and liens securing such rights, andthe exercise of judicial authority by state or federal courts, and may be subject to discretion and delay in theevent of litigation or statutory remedial procedures. The various legal opinions to be delivered concurrentlywith the delivery of the Notes will be qualified as to the enforceability of the various legal instruments bylimitations imposed by state and federal laws, rulings and decisions affecting remedies, and by generalprinciples of equity and by bankruptcy, reorganization, insolvency or other similar laws affecting the rightsof creditors. In the event of a default, no assurance can be given that the exercise of remedies provided inthe Note Ordinance will provide proceeds sufficient to make timely payments of principal of, premium, ifany and interest on the Notes.

No Mortgage

Payment of the principal of and interest on the Notes is not secured by any deed of trust, mortgagenor other lien on any property of the County, nor by any pledge of the revenues from any property of or theoperations of any enterprise system of the County.

Many obligations are secured by funds which are subject to annual appropriation and suchobligations are often structured as leasehold revenue bonds, in which the entity that appropriates the funds isalso a lessee of the bond-financed project. If the lessee fails to appropriate funds to repay the obligations,the lease will terminate and the lessee will lose the use of the project. In this case, there is no facility beingleased to the County so there is no ability for Noteholders to take over the project or otherwise penalize theCounty in the event of non-appropriation.

Certain Matters Relating to Enforceability

The remedies available upon a default under the Note Ordinance, will, in many respects, bedependent upon judicial actions, which are often subject to discretion and delay. Under existingconstitutional and statutory law and judicial decisions, including the United States Bankruptcy Code, theremedies specified in the Note Ordinance may not be readily available or may be limited. The various legalopinions to be delivered in connection with the issuance of the Notes will be expressly subject to thequalification that the enforceability of the Note Ordinance is limited by bankruptcy, reorganization,insolvency, moratorium and other similar laws affecting the rights of creditors and by the exercise of judicialdiscretion in appropriate cases.

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The Hancock Amendment

An amendment to the Missouri Constitution limiting taxation and government spending wasapproved by Missouri voters on November 4, 1980. This amendment limits the ability of the County toimpose new or increased taxes to provide funding for the payment of the Notes, or other governmentalpurposes of the County, without voter approval. The amendment (popularly known as the HancockAmendment) limits the rate of increase and the total amount of taxes which may be imposed in any FiscalYear, and the limit may not be exceeded without voter approval. Provisions are included in the amendmentfor rolling back property tax rates to produce an amount of revenue equal to that of the previous year if thedefinition of tax base is changed or if property is reassessed. The tax levy on the assessed valuation of newconstruction is exempt from this limitation. The limitation on local governmental units does not apply totaxes imposed for the payment of principal of and interest on general obligation bonds approved by therequisite percentage of voters.

The Hancock Amendment also requires political subdivisions of the State to obtain voter approvalin order to increase any “tax, license or fee.” The precise meaning and application of the phrase “tax,license or fee” is unclear, but decisions of the Missouri Supreme Court have indicated that it does not applyto traditionally set user fees. The limitations imposed by the Hancock Amendment restrict the County’sability to increase many but not all taxes, licenses and certain fees without obtaining voter approval.

In 2008, through the enactment of Senate Bill 711 (“SB 711”), the Missouri General Assemblyapproved further limitations on the amount of property taxes that can be imposed by a political subdivisionsuch as the County. Prior to the enactment of SB 711, a Hancock rollback would not necessarily result in areduction of the County’s property tax levy if its current tax levy was less than its current tax levy ceiling,due to the County’s voluntary rollback from the maximum authorized tax levy. The property tax levy is thelevy actually imposed by a political subdivision while the tax rate ceiling is the maximum levy the politicalsubdivision may impose under the provisions of the Hancock Amendment. Under SB 711, in reassessmentyears (odd-numbered years), the Hancock rollback is applied to a political subdivision’s actual property taxlevy, regardless of whether that levy is at the political subdivision’s tax levy ceiling. This further reductionis sometimes referred to as an “SB 711 rollback.” In non-reassessment years (even-numbered years), theproperty tax levy may be increased to the political subdivision’s tax levy ceiling (as adjusted by theHancock rollback), only after a public hearing and adoption of a resolution or policy statement justifying theaction.

Risk of Taxability

For information with respect to events that may cause interest on the Notes to be included in grossincome for purposes of federal income taxation, see “TAX MATTERS” herein. Furthermore, the NoteOrdinance does not require the County to redeem the Notes or to pay any additional interest or penalty in theevent that interest on the Notes becomes taxable.

Risk of Audit

The Internal Revenue Service (the “Service”) has established an ongoing program to audit tax-exempt obligations to determine whether interest on such obligations should be excluded from gross incomefor federal income tax purposes. No assurance can be given that the Service will not commence an audit ofthe Notes. Owners of the Notes are advised that, if an audit of the Notes were commenced, the Service, inaccordance with its current published procedures, will treat the County as the taxpayer, and the owners ofthe Notes may not have a right to participate in such audit. Public awareness of any audit could adverselyaffect the market value and liquidity of the Notes during the pendency of the audit, regardless of the ultimateoutcome of the audit.

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CONTINUING DISCLOSURE

In accordance with the requirements of Rule 15c2-12 (the “Rule”) promulgated by the Securitiesand Exchange Commission, the County will agree to provide:

(i) Within 180 days after the close of each Fiscal Year beginning with the Fiscal Year endedDecember 31, 2010, furnish to the Municipal Securities Rulemaking Board (“MSRB”), via the ElectronicMunicipal Market Access system for municipal securities disclosures operated by the MSRB (“EMMA”),the County’s Annual Report, which shall include (a) the County’s audited financial statements for suchFiscal Year, and (b) except to the extent otherwise contained in the County’s audited financial statements,such financial information and operating data regarding the County set forth in the tables contained in thefollowing-captioned sections of APPENDIX A – INFORMATION REGARDING ST. LOUISCOUNTY, MISSOURI to this Official Statement:

(i) FINANCIAL MANAGEMENT - The General Fund.(ii) FINANCIAL MANAGEMENT - Revenue Sources.(iii) TAXATION - Tax Procedures - Current Assessed Valuation.(iv) TAXATION - Tax Rates - Total Tax Rates.(v) TAXATION - Tax Rates - County Tax Rates.(vi) DEBT OF THE COUNTY - General.(vii) DEBT OF THE COUNTY - Overlapping Bonded Indebtedness.

(ii) within 10 days of the occurrence of any of the following events, to the MSRB, via EMMA:

(a) notice of the occurrence of any of the following events with respect to the Bonds(“Occurrence Events”):

(i) principal and interest payment delinquencies;(ii) unscheduled draws on debt service reserves reflecting financial difficulties;(iii) unscheduled draws on credit enhancements reflecting financial difficulties;(iv) substitution of credit or liquidity providers, or their failure to perform;(v) defeasances;(vi) rating changes;(vii) tender offers;(viii) bankruptcy, insolvency, receivership or similar event of the obligated person; or(ix) the failure of the County to appropriate funds for the payment of debt service on

the Bonds in an amount equal to the principal and interest due on the Bonds in anyfiscal year.

(b) notice of the occurrence of any of the following events with respect to theCertificates, if material (“Material Events” and together with the Occurrence Events,

“Reportable Events”):

(i) non-payment related defaults;(ii) adverse tax opinions or events affecting the tax-exempt status of the Bonds;(iii) modifications to rights of Bondholders;(iv) Bond calls (other than mandatory sinking fund redemptions);(v) release, substitution or sale of property securing repayment of the Bonds;(vi) consummation of a merger, consolidation, or acquisition involving an obligated

person, or the sale of all or substantially all of the assets of the obligated person,other than in the ordinary course of business, the entry into a definitive agreementto undertake such an action or the termination of a definitive agreement relating toany such actions, other than pursuant to its terms; or

(vii) appointment of a successor or additional trustee or change of name of a trustee.

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The County may also, from time to time, choose to provide notice of the occurrence of certain otherevents, in addition to those listed above, if, in the judgment of the County, any such other event is materialwith respect to the Notes, but the County does not undertake to commit to provide any such notice of theoccurrence of any material event except those listed above.

The County reserves the right to modify from time to time the specific types of information providedor the format of the presentation of such information, to the extent necessary or appropriate in the judgmentof the County, provided that, the County agrees that any such modification will be done in a mannerconsistent with the Rule. The County’s undertaking pursuant to the Rule described under this heading isintended to be for the benefit of the holders of the Notes and shall be enforceable by the holders of the Notesprovided that the right to enforce the provisions of this undertaking shall be limited to a right to obtainspecific enforcement of the obligations under the undertaking and any failure to comply with the provisionsof the County’s undertaking shall not be an event of default with respect to the Note Ordinance or the Notes.

The County has complied in all material respects with its obligations to disclose informationpursuant to Rule 15c2-12.

FINANCIAL STATEMENTS

The audited financial statements of the County for the fiscal year ended December 31, 2010, areincluded in APPENDIX B – AUDITED FINANCIAL STATEMENTS OF THE COUNTY FORFISCAL YEAR ENDED DECEMBER 31, 2010 in this Official Statement.

The County neither requested nor received a consent of its independent auditor to the inclusion of itsaudit report in this Official Statement. Neither the County’s independent auditors, nor any otherindependent accountants, have examined the County’s records, or performed any procedures with respect tothe County since the date of the County’s audit for the fiscal year ended December 31, 2010.

LEGAL MATTERS

Litigation

Other than as disclosed under “LITIGATION” in APPENDIX A – INFORMATIONREGARDING ST. LOUIS COUNTY, MISSOURI, there is no litigation pending or threatened which, inthe opinion of the County Counselor, would have a material adverse effect on the operations or financialcondition of the County. There is not now pending against the County any litigation restraining or enjoiningthe issuance or delivery of the Notes, questioning or affecting the validity of the Notes or the proceedingsand authority under which they are to be issued or questioning or affecting the obligations of the Countyunder the Note Ordinance.

Legal Proceedings

Legal matters incident to the authorization, issuance and sale of the Notes are subject to theapproving opinion of Thompson Coburn LLP, St. Louis, Missouri, Bond Counsel. The factual and financialinformation appearing herein has been supplied or reviewed by certain officials of the County, as referred toherein. Certain legal matters will be passed upon by Thompson Coburn LLP, St. Louis, Missouri, asDisclosure Counsel to the County and for the County by Patricia Redington, St. Louis, Missouri, CountyCounselor.

The various legal opinions to be delivered concurrently with the delivery of the Notes express theprofessional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressedtherein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that

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expression of professional judgment, of the transactions opined upon, or of the future performance of partiesto such transaction, nor does the rendering of an opinion guarantee the outcome of any legal dispute that mayarise out of the transaction.

TAX MATTERS

Tax Exemption

The opinion of Thompson Coburn LLP, St. Louis, Missouri, Bond Counsel, to be delivered upon theissuance of the Notes will state that, under existing law, (a) interest on the Notes is excluded from grossincome for federal income tax purposes and (b) is exempt from income taxation by the State of Missouri.

Bond Counsel’s opinion will be subject to the condition that the County comply with allrequirements of the Code that must be satisfied in order that interest on the Notes be, and continue to be,excluded from gross income for federal income tax purposes and exempt from income taxation by the Stateof Missouri. The County is to covenant in the Note Ordinance and the Tax Compliance Agreement tocomply with all such requirements. In addition, Bond Counsel will rely on representations by the Countyand others, with respect to matters solely within their knowledge, which Bond Counsel has notindependently verified. Failure to comply with the requirements of the Code (including due to the foregoingrepresentations being determined to be inaccurate or incomplete), may cause interest on the Notes to beincluded in gross income for federal income tax purposes and not be exempt from income taxation by theState of Missouri retroactive to the date of issuance of the Notes. Bond Counsel has not been retained tomonitor compliance with requirements such as described above subsequent to the issuance of the Notes. Inaddition, the Note Ordinance does not require the County to redeem the Notes or to pay any additionalinterest or penalty in the event that interest on the Notes becomes taxable.

In addition, the opinion of Bond Counsel will state that, under existing law, interest on the Notes isnot a specific item of tax preference for purposes of the federal alternative minimum tax on corporations andother taxpayers, including individuals. However, interest on the Notes is included in a corporate taxpayer’sadjusted current earnings for purposes of determining its federal alternative minimum tax liability.Furthermore, the opinion of Bond Counsel will state the Notes are not “qualified tax-exempt obligations”within the meaning of Section 265(b)(3) of the Code (relating to financial institution deductibility of interestexpense).

Except as stated above, Bond Counsel will express no opinion as to any federal, state or local taxconsequences arising with respect to the Notes.

Bond Counsel’s opinions are based on Bond Counsel’s knowledge of facts as of the date thereof.Further, Bond Counsel’s opinions are based on existing legal authorities, cover certain matters not directlyaddressed by such authorities and represent Bond Counsel’s legal judgment as to the proper treatment of theNotes for federal and State of Missouri income tax purposes. Such opinions are not a guarantee of resultand are not binding on the Service or the courts. Furthermore, Bond Counsel cannot give and has not givenany opinion or assurance about the future activities of the County, or about the effect of future changes in theCode, the applicable regulations, the interpretation thereof or the enforcement thereof by the Service. BondCounsel assumes no duty to update or supplement its opinions to reflect any facts or circumstances that maythereafter come to Bond Counsel’s attention or to reflect any changes in any law that may thereafter occur.

Collateral Tax Consequences

Notice 94-84, 1994 C.B. 559, states that the Service is studying whether stated interest payable atmaturity on short-term tax-exempt debt obligations (i.e., tax-exempt debt obligations with a stated fixed rateof interest which mature not more than one year from the date of issue), such as the stated interest on theNotes, should be treated as not qualified stated interest (as is the case with short-term taxable debtobligations). The Notice further states that, until the Service provides further guidelines, taxpayers may

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treat such stated interest either (1) as includible in the stated redemption price at maturity or (2) as qualifiedstated interest. In any event, each taxpayer must treat such stated interest on all short-term tax-exempt debtobligations held by it in a consistent manner.

If stated interest payable at maturity on a Note is not treated by the owner as qualified statedinterest, the difference between the initial offering price of the Note and the total amount payable at maturity(including the stated interest) would constitute tax-exempt original issue discount (“OID”). Such OID as itaccrues would be excluded from gross income for federal income tax purposes. On the other hand, if statedinterest on a Note payable at maturity is treated by the owner as qualified stated interest, then the amount, ifany, equal to the excess of the purchase price of the Note over its stated redemption price at maturity (notincluding the stated interest payable at maturity) constitutes premium on such Note. As the premium isamortized no federal income tax deduction will be allowed, but the purchaser’s basis in the Note and amountof tax-exempt interest received will be reduced by the amount of amortizable premium properly allocable tosuch purchaser.

Prospective purchasers of the Notes should consult their own tax advisors as to whether, assumingtheir purchase thereof, to treat the Notes either as having (tax-exempt) OID or as having qualified stated(tax-exempt) interest (and premium).

Prospective purchasers of the Notes should be aware that the ownership of the Notes may result inother federal (and, in some cases, state and local) tax consequences to certain taxpayers, including, withoutlimitation, financial institutions, insurance companies, individual recipients of Social Security or RailroadRetirement benefits, certain S corporations with Subchapter C earnings and profits, foreign corporationssubject to the branch profits tax, taxpayers who have incurred or continued indebtedness to purchase orcarry, or have paid or incurred certain expenses allocated to, the Notes, individuals who may be eligible forthe earned income credit, owners who dispose of any Note prior to its stated maturity (whether by sale orotherwise) and owners who purchase any Note at a price different from its initial offering price. Allprospective purchasers of the Notes should consult their own tax advisors as to the applicability and theimpact of any other tax consequences (which may depend upon their particular tax status or other tax items)as well as to the treatment of interest on the Notes under state or local laws other than those of the State ofMissouri.

Under the Code, all taxpayers are required to report on their federal income tax returns the amountof interest received or accrued during the year that is excluded from gross income for federal income taxpurposes. This requirement applies to interest on all tax-exempt obligations, including, but not limited to,the Notes. Also, the Code requires the reporting by payors of tax-exempt interest, in a manner similar tothat for interest on taxable obligations. Generally, payors (including paying agents and other middlemenand nominees) of tax-exempt interest (such as interest on the Notes) to non-corporate payees are subject tofederal income tax information return and payee statement reporting and recordkeeping requirements. Also,as to payor reportable payments of tax-exempt interest (such as payments to non-corporate payees of intereston the Notes), the general rules of federal income tax backup withholding will apply to such payments,unless the payor obtains from the payee a completed, certified Form W-9, Request for TaxpayerIdentification Number and Certification. However, for tax-exempt original issue discount, no informationreporting or backup withholding will be required until such time as the Service provides future guidance.

Federal, state or local legislation, if enacted in the future, may cause interest on the Notes to besubject, directly or indirectly, to federal or State of Missouri taxation or otherwise adversely affect thefederal, state or local tax consequences of ownership or disposition of, and, whether or not enacted, mayadversely affect the value and liquidity of, the Notes.

CERTAIN RELATIONSHIPS

Thompson Coburn LLP, St. Louis, Missouri, is serving as both Bond Counsel and DisclosureCounsel in connection with the issuance of the Notes.

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MISCELLANEOUS

Ratings

Moody’s Investors Service has assigned a rating of “MIG1” based on the credit of the County.Such rating reflects only the view of such rating agency, and an explanation of the significance of suchrating may be obtained therefrom. There is no assurance that the rating will remain in effect for any givenperiod of time or that they will not be revised, either downward or upward, or withdrawn entirely, by saidrating agency if, in its judgment, circumstances warrant. Moody’s Investors Service has indicated that, dueto “indirect linkages to the weakened credit profile of the US government,” it has placed the County’sgeneral credit rating and County’s credit rating on its other outstanding obligations under review for possibledowngrade. Any such downward revisions or withdrawal of the ratings may have an adverse effect on themarket price of the Notes.

Financial Advisor

Columbia Capital Management, LLC, St. Louis, Missouri, is employed as Financial Advisor to theCounty to render certain professional services, including advising the County on a plan of financing. TheFinancial Advisor has read and participated in drafting certain portions of this Official Statement. TheFinancial Advisor has not, however, independently verified the factual information contained in this OfficialStatement.

Underwriting

The Notes have been sold at a public sale by the County to Morgan Stanley & Co. LLC (the“Underwriter”). The Underwriter has agreed to purchase the Notes from the County at a price of$22,103,625,60, (which is equal to the principal amount of the Notes, plus original issue premium of$27,600.00, and less an underwriting discount of $3,974.40), plus accrued interest from the date of theNotes to the date of payment and delivery of the Notes. The Underwriter is purchasing the Notes from theCounty for resale in the normal course of its business activities. The Underwriter will sell certain of theNotes at a price greater than such purchase price, as shown on the cover hereof. The Underwriter reservesthe right to offer any of the Notes to one or more purchasers on such terms and conditions at such price orprices as the Underwriter, in its discretion, shall determine.

Morgan Stanley, parent company of Morgan Stanley & Co. LLC, an underwriter of the Notes, hasentered into a retail brokerage joint venture with Citigroup Inc. As part of the joint venture, Morgan Stanley& Co. LLC will distribute municipal securities to retail investors through the financial advisor network of anew broker-dealer, Morgan Stanley Smith Barney LLC. This distribution arrangement became effective onJune 1, 2009. As part of this arrangement, Morgan Stanley & Co. LLC will compensate Morgan StanleySmith Barney LLC for its selling efforts with respect to the Notes.

Other Matters

All information contained in this Official Statement is subject, in all respects, to the complete bodyof information contained in the original sources thereof and no guaranty, warranty or other representation ismade concerning the accuracy or completeness of the information herein.

Simultaneously with the delivery of the Notes, the County will furnish to the Underwriter acertificate which shall state, among other things, that to the best knowledge and belief of such officer orofficial, this Official Statement (and any amendment or supplement hereto) as of the date of sale and as ofthe date of delivery of the Notes does not contain any untrue statement of a material fact or omit to state amaterial fact required to be stated therein or necessary to make the statements herein, in light of thecircumstances under which they were made, not misleading in any material respect.

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Information set forth in this Official Statement has been furnished or reviewed by certain officialsof the County, certified public accountants, and other sources, as referred to herein, which are believed to bereliable. Any statements made in this Official Statement involving matters of opinion, estimates orprojections, whether or not so expressly stated, are set forth as such and not as representations of fact, andno representation is made that any of the estimates or projections will be realized.

The form of this Official Statement, and its distribution and use by the Underwriter, has beenapproved by the County and deemed final. Neither the County nor any of its officers, officials, directors oremployees, in either their official or personal capacities, has made any warranties, representations orguarantees regarding the financial condition of the County or the County’s ability to make paymentsrequired of it; and further, neither the County nor its officers, officials, directors or employees assumes anyduties, responsibilities or obligations in relation to the issuance of the Notes other than those either expresslyor by fair implication imposed on the County by the Note Ordinance.

The agreements of the County with the owners of the Notes are fully set forth in the NoteOrdinance, and neither any advertisement of the Notes nor this Official Statement is to be construed asconstituting a contract or agreement between the County, the Paying Agent, the Underwriter or the purchaseror Owners of any Notes with the purchasers of the Notes. Any statement made in this Official Statementinvolving matters of opinion or of estimates, whether or not expressly so stated, are set forth as such and notas representations of fact, and no representation is made that any of the estimates will be realized. Theinformation and expressions of opinion herein are subject to change without notice and neither the deliveryof this Official Statement nor any sale made hereunder shall, under any circumstances, create anyimplication that there has been no change in the information presented herein since the date hereof.

[Remainder of page intentionally left blank.]

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Additional Information

Additional information regarding the County or the Notes may be obtained from Pamela J. Reitz,Director of Administration, at 41 S. Central Avenue, Clayton, Missouri 63105 (314/615-7046).

ST. LOUIS COUNTY, MISSOURI

By: /s/ Charlie A. DooleyCounty Executive

Approved as to legal form:

/s/ Patricia RedingtonCounty Counselor


Appendix A

INFORMATION REGARDING ST. LOUIS COUNTY, MISSOURI


TABLE OF CONTENTS

Page

GENERAL INFORMATION......................................................................................................1General ...................................................................................................................................1Government and Elected and Administrative Officers .............................................................1Employees and Employee Relations ........................................................................................2Retirement Plans .....................................................................................................................2Insurance.................................................................................................................................3Community Services ...............................................................................................................3

ECONOMIC AND DEMOGRAPHIC DATA.............................................................................5Population...............................................................................................................................5Employment............................................................................................................................6Per Capita Personal Income.....................................................................................................7Housing...................................................................................................................................7

IMPACT OF RECEMT ECONOMIC DOWNTURN ON THE COUNTY..................................7FINANCIAL MANAGEMENT ..................................................................................................8

Introduction.............................................................................................................................8Accounting and Reporting Practices ........................................................................................8Budget Process........................................................................................................................9Capital Program ......................................................................................................................9Accounting System and Budgetary Controls..........................................................................10Cash Management .................................................................................................................10The General Fund..................................................................................................................10Revenue Sources ...................................................................................................................12Retail Sales ...........................................................................................................................12

TAXATION..............................................................................................................................12Tax Procedures......................................................................................................................12Tax Rates ..............................................................................................................................14Tax Assessment and Collection .............................................................................................14Major Taxpayers ...................................................................................................................15Tax Abatement and Tax Increment Financing .......................................................................15

DEBT OF THE COUNTY ........................................................................................................15General .................................................................................................................................15Direct Bonded Indebtedness (as of 12/31/10).........................................................................16Overlapping Bonded Indebtedness (as of 12/31/10) ...............................................................16Debt Ratios and Related Information.....................................................................................16Short-Term Borrowing ..........................................................................................................17Annual Appropriation Obligations and Other Financings.......................................................17Legal Debt Limit and Debt Margin........................................................................................19Future Debt Plans..................................................................................................................19History of Debt Payment .......................................................................................................19

LITIGATION ...........................................................................................................................20


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Appendix A

INFORMATION REGARDING ST. LOUIS COUNTY, MISSOURI

GENERAL INFORMATION

The information contained in this section relates to and has been obtained from St. Louis County,Missouri (the “County”). The delivery of this Official Statement will not create any implication that there hasbeen no change in the affairs of the County since the date hereof or that the information contained orincorporated by reference in this section is correct as of any time subsequent to its date.

General

St. Louis County, Missouri was formed by a proclamation of Governor William Clark on October 1,1812, nine years before Missouri attained statehood. In 1876, by vote of the entire county, the City of St.Louis separated itself from the County. Today, the County covers an area of 524 square miles. The City ofClayton is the county seat and is located in the east central part of the County. The 2010 population of theCounty was 998,954. Approximately sixty-six percent (66%) of the land area of the County is occupied by 91self-governing municipalities, containing approximately two-thirds of the population of the County. Theremaining unincorporated area comes under the direct jurisdiction of the County government.

The County has a diverse economic base, which includes manufacturing, service industries, commerceand trade. Seven Fortune 500 companies and fourteen Fortune 1000 companies have their national orinternational headquarters in the County, including Monsanto, Edward Jones, Express Scripts and EnterpriseRent-A-Car. In addition, there are nine major regional shopping centers and numerous neighborhood,community and specialty retail centers, twelve general practice hospitals and several major tourist attractions,including Six Flags Over Mid-America, the Museum of Transportation and Grant’s Farm. The County is anattractive place to live with excellent recreational and cultural opportunities, below average cost of living, goodschools, excellent health care services and a comparatively pleasant climate.

The County has generated opportunities for business growth and development. Edward Jones openedtwo new office buildings in the northern portion of the County. Express Scripts has been able to create 270new jobs and recently announced a proposed merger with Medco Health Solutions, with the combinedcompany to be headquartered in St. Louis County. Scottrade, located in Town & Country, anticipates creating500 jobs in the next five-year period. The River City Casino and Entertainment Center that opened in March2010 created approximately 1,300 positions. The County has created the Midwest – China Hub Commission towork with China on a joint venture to increase trade between China and the Midwest. Progress is being madeto establish an air freight hub at Lambert-St. Louis International Airport to increase trade which will benefitboth the Midwest and China.

Government and Elected and Administrative Officers

The County is a constitutional charter county. Its system of government is provided for in its Charter,which first became effective in 1950 and was revised in 1968 and again in 1979. Under the Charter, theCounty has all powers which the General Assembly of the State has the authority to confer on any county,provided such powers are consistent with the Missouri Constitution and are not limited by the Charter or bystatute. The County has all other powers conferred on it by law.

The County Executive, elected for a four-year term, is the Chief Executive Officer of the County. Thelegislative body of the County is the County Council, which is comprised of seven members. One member ofthe County Council is elected from each of the County’s seven districts to serve a four-year staggered term.The presiding officer of the County Council is the Chair, who is selected from among the members of theCounty Council in every calendar year. The County Council may adopt ordinances which the CountyExecutive may either approve or veto. Ordinances may be enacted by the County Council over the CountyExecutive’s veto by a two-thirds vote.

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The County Executive and current members of the County Council and their terms are as follows:

Office Officer Term Ends MonthCounty Executive Charlie A. Dooley 2014 DecemberCounty Council Chair Steve Stenger 2012 DecemberCounty Councilmember Hazel M. Erby 2014 DecemberCounty Councilmember Kathleen Kelly Burkett 2012 DecemberCounty Councilmember Colleen Wasinger 2014 DecemberCounty Councilmember Michael O’Mara 2012 DecemberCounty Councilmember Patrick M. Dolan 2014 DecemberCounty Councilmember Gregory F. Quinn 2014 December

Employees and Employee Relations

As of June 1, 2011, the County had 4,368 employees. Of those employees, 904 were represented bythe American Federation of State, County, and Municipal Employees Union, Local 410; 49 were representedby the International Brotherhood of Teamsters, Local 610; 151 were represented by the InternationalBrotherhood of Electrical Workers, Local 1 and 55 were part of a bargaining unit of the Service EmployeesInternational Union. Except for these employees, County employees are not represented by any collectivebargaining organization. The County has no record of any labor dispute or work stoppage and considers itsemployee relations to be excellent.

Retirement Plans

The County maintains a retirement and death plan covering substantially all salaried civilianemployees and commissioned officers of the St. Louis County Department of Police. Under the plan, all full-time employees are eligible for participation. Employees are considered vested when they have attained fiveyears of credited service. The normal retirement benefit is calculated as 1.5% of average compensation forcivilian employees and 1.6% of average compensation for police employees during the highest consecutive 36months of the last 120 months of service multiplied by the years of credited service. Additionally, the Planprovides early retirement, death benefits, and disability benefits.

A seven-member Retirement Board of Trustees governs the retirement trust fund. The plan is anoncontributory single-employer defined benefit plan, accounted for as a single pension trust fund, the assets ofwhich are available for the payment of pension benefits to either class of members.

Contributions of $21,779,024 were made to the civilian portion of the plan by the County in 2010.These contributions were made in accordance with actuarially determined contribution requirements based onan actuarial valuation performed on January 1, 2010, and consisted of $12,177,245 of normal cost plus$9,601,779 of amortization of the actuarial accrued liability in excess of actuarial accrued assets. The total netassets held in trust for pension benefits under the civilian portion of the plan as of January 1, 2010, was$350,425,407, which represented 75.0% of the actuarial accrued liability as of that date.

Contributions of $7,326,982 were made to the police portion of the plan by the County in 2010. Thesecontributions were made in accordance with actuarially determined contribution requirements based on anactuarial valuation performed on January 1, 2010, and consisted of $3,581,620 of normal cost plus $3,745,362of amortization of the actuarial accrued liability in excess of actuarial accrued assets. The total net assets heldin trust for pension benefits under the police portion of the plan as of January 1, 2010, was $110,995,970,which represented 70.5% of the actuarial accrued liability as of that date.

The retirement plan issues a publicly available financial report that includes financial statements andrequired supplementary information. That report may be obtained by writing: Division of Fiscal Management,St. Louis County Government, 41 South Central Avenue, Clayton, Missouri 63105-1719. See Note 17 to theCounty’s audited financial statements attached to this Official Statement as Appendix B for additionalinformation regarding the retirement plan and its assets.

The County also offers its employees deferred compensation plans created in accordance with InternalRevenue Code Section 457.

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Insurance

Except for insurance for certain high risks and for the Spirit of St. Louis Airport, the County is self-insured with respect to employee benefits, property damage and general liability. The County has sovereign tortimmunity from liability and suits for compensatory damages for negligent acts or acts of omission, except inthe case of injuries arising from the operation of motor vehicles or caused by the condition of County property.The estimated costs to be incurred for self-insured employee benefits and for property and general liability arecharged to the various funds and departments of the County. These charges are recorded as premium income inthe County’s Internal Service Fund. See “FINANCIAL MANAGEMENT - Accounting and ReportingPractices” herein for further information regarding the County’s Internal Service Fund. Actual claims reportedto the County by various claims servicing companies are paid from reserves set aside in the Internal ServiceFund. The reserves are established based on loss experience. As of December 31, 2010, the Internal ServiceFund had a balance of $4,121,453, with an accrued fund claims liability of $12,390,855.

Community Services

General. The County provides a wide range of services in three categories: (i) countywide services,which are available on an equal basis to residents of incorporated and unincorporated areas of the County; (ii)municipal-type services to unincorporated areas; and (iii) services to incorporated areas on request or bycontractual agreement. Major services provided by the County include: tax assessment and collection, judicialand justice services, public works, road and bridge maintenance and construction, human services programs,low income assistance programs, environmental health, planning and zoning, health care, parks and recreation,police protection and economic development programs.

Utilities. Storm water drainage and sewage collection and disposal facilities for most of the County areoperated by the Metropolitan St. Louis Sewer District, a separate taxing authority that is financed by advalorem taxes and user fees. Other utilities in the County are provided predominantly by privately ownedcompanies. Water service is provided by Missouri-American Water Company. Gas service is provided byLaclede Gas Company, electrical service is provided by Ameren UE and telecommunication service is providedby AT&T and numerous cellular and digital telecommunications companies. However, the City of Kirkwoodmaintains its own municipal water and electric system and the City of Eureka maintains its own water andsewer service.

Medical Services. There are 61 hospitals with approximately 12,000 licensed beds located in the St.Louis MSA (as defined herein), of which 12 are located in the County. Hospitals located in the County withmore than 600 beds are Christian Northeast-Northwest, St. Anthony’s Medical Center, St. Mary’s HealthCenter and St. John’s Mercy Medical Center. St. Louis University Medical School and Washington UniversityMedical School are located in the St. Louis MSA. Washington University is one of the major employers in theCounty.

Police Protection. The incorporated portion of the County receives police protection from 60municipal police departments. Police protection in unincorporated portions of the County is provided by the St.Louis County Department of Police (the “County Police Department”). Seventeen incorporated municipalitiesalso contract with the County Police Department for police protection.

Fire Protection. Fire protection in the County is provided by 20 municipal fire departments and 23independent fire protection districts. The fire protection districts are independent of the County, having theirown elected officials, budgets and administrators and are empowered to levy property taxes, separate anddistinct from those levied by the County, sufficient to finance their operations. Municipal departments aresupported by municipal revenues, which include property taxes, sales taxes, utility taxes, various fees andintergovernmental payments.

Education. The public school system within the County is operated under the administration andcontrol of 24 school districts, including the St. Louis County Special School District, which serves studentswith disabilities. School districts are independent jurisdictions with elected boards and independent taxingauthority.

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St. Louis Community College (the “College”), also a separate taxing authority, maintains threecampuses in the County and one campus in the City of St. Louis. The College awards associate degrees andcertificates of proficiency and specialization in several courses of study.

The University of Missouri maintains a campus in the County, encompassing 70 buildings onapproximately 350 acres. The academic structure at this campus consists of a College of Arts and Sciences,Schools of Business Administration, Communication, Education, Fine Arts, Nursing and Optometry, aGraduate School and an Evening College. From its beginning in 1963, the St. Louis campus of the Universityof Missouri has grown to become the third largest university in Missouri and the largest in St. Louis in terms ofenrollment. The St. Louis campus serves primarily residents of the St. Louis MSA.

Private universities located in the County include Fontbonne University, Maryville University,Washington University and Webster University. In addition, St. Louis University, a prominent university in thearea, is located in the City of St. Louis. Numerous other private schools, college and universities have facilitieswithin the County.

Parks. There are over 30,000 acres of public park land in the County, with the County Department ofParks and Recreation serving as the steward for more than 12,000 acres. The County park system offers 69parks featuring camping, fishing, boating, picnicking, hiking, horseback riding, cross country skiing,swimming, golf, ice skating, and other athletic activities. Unique attractions include the St. Louis Carousel; theButterfly House; the internationally recognized Laumeier Sculpture Park; the working farm in Suson Park; theelk and buffalo in Lone Elk Park; and the Museum of Transportation which “houses one of the largest and bestcollections of transportation vehicles in the world” according to the Smithsonian Institution. The St. LouisCounty Department of Parks and Recreation is also working in cooperation with the Metropolitan Parks andRecreation District to acquire and develop property for a regional system of greenways with trails andrecreational facilities along the Meramec and Missouri Rivers.

Transportation. The County’s central geographic location makes it accessible to all parts of the UnitedStates for shipping and receiving merchandise, raw materials and other resources. It has a complete range oftransportation facilities including highways, railroads, waterways and airports. Roadways are the mostimportant component of the County’s transportation system. There are approximately 5,238 miles of highwaysand roads in the County, including six interstate highways.

Commercial air service is provided by Lambert-St. Louis International Airport, located in the Countyand operated by the City of St. Louis. In 2009, Lambert-St. Louis International Airport had more than 6.4million enplanements. A new 9,000 foot parallel runway opened at Lambert-St. Louis International Airport in2006, with the intent of minimizing delays by facilitating simultaneous landings in bad weather. The airportrecently announced $50 million in modernization projects focused on modernizing Terminal 1 (formerly knownas the “Main Terminal”) and improvements to concourses A and C. The renovation project started during theFall of 2010. While Terminal 1, and concourse C in particular, was extensively damaged by a tornado in April2011, Lambert-St. Louis International Airport quickly resumed operations by utilizing space that hadpreviously been vacant.

The County operates the Spirit of St. Louis Airport, located in the western portion of the County,which the Federal Aviation Administration has designated as the area’s prime reliever airport. This airport isthe base for over 500 aircraft. More than 200,000 aircraft operations per year happen at Spirit of St. LouisAirport.

One intercontinental railroad, one regional railroad, one local railroad, three switching terminalrailroads and numerous barge lines and commercial carrier truck lines also provide services within the County.

Public transportation, including bus and light rail service, for the County is provided by the Bi-StateDevelopment Agency (doing business as Metro), a regional entity serving Missouri and Illinois (the “Agency”).The Agency has authority to issue bonds payable out of revenues collected for the use of facilities leased,owned or operated by it in the St. Louis MSA. At present, the Agency receives funds from a 1/2 of 1%transportation sales tax charged by the County and the City of St. Louis (a portion of the proceeds of this salestax is also retained by the County to fund transportation needs). Appropriations of this tax by the County andthe City are used to pay a portion of the cost of the transportation system of the Agency. In addition, a 3/4 of1% public transportation sales tax in the County (increased from 1/4 of 1% following an election in the County

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in April 2010) and 1/2 of 1% public transportation sales tax in the City of St. Louis (increased from 1/4 of 1%following an election in the City in 2007, which became effective after the April 2010 election in the County) isused to pay the Agency’s costs of operating the transit system, including MetroBus and MetroLink (light rail)services.

ECONOMIC AND DEMOGRAPHIC DATA

Population

The County is a part of the St. Louis Metropolitan Statistical Area (“St. Louis MSA”). The St. LouisMSA is currently comprised of the County, the City of St. Louis, and Franklin, Jefferson, Lincoln, St. Charles,Warren and Washington Counties in Missouri and Bond, Calhoun, Clinton, Jersey, Macoupin, Madison,Monroe and St. Clair Counties in Illinois. The following table sets forth population statistics for the Countyand the St. Louis MSA:

Year St. Louis County St. Louis MSA

1950 406,349 1,806,4741960 703,532 2,161,2281970 951,353 2,428,6551980 973,896 2,414,0611990 993,529 2,492,3482000 1,016,300 2,603,607

2010 998,954 2,812,896_______________Source: U.S. Census Bureau.

Population estimates for the County since 2000 are set forth below:

St. Louis County

Year Population Change2000 1,016,364 N/A2001 1,015,705 (659)2002 1,012,999 (2,706)2003 1,008,956 (4,043)2004 1,004,271 (4,685)2005 999,523 (4,748)2006 996,953 (2,570)2007 993,690 (3,263)2008 992,331 (1,349)2009 992,408 772010 998,954 6,546

______________Source: U.S. Census Bureau. Bureau of Economic Analysis.

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Employment

The following table sets forth information relating to the average composition of employment in theCounty for the 2009:

Type Estimated Employment

Agriculture, forestry, fishing and hunting,and mining 1,447

Construction 24,626Manufacturing 52,076Wholesale trade 18,395Retail trade 55,094Transportation and warehousing, and utilities 24,091Information 14,555Finance and insurance, and real estate and rental

and leasing 45,877Professional, scientific, management, and administrative 58,954Educational services, and health care, and social assistance 113,085Arts, entertainment, and recreation, and accommodation,

and food services 43,465Other services, except public administration 23,248Public administration 15,383Total 489,296

Source: Missouri Census Data Center - U.S. Bureau of the Census, American Community Survey.

Notes: Includes only employees covered by unemployment insurance. Railroad, military, some religious/non-profit employees and self-employed workers are excluded.

The following table sets forth employment figures (not seasonally adjusted) for St. Louis County,Missouri:

AverageFor Year

TotalLabor Force Employed Unemployed

UnemploymentRate

2006 532,482 507,486 24,996 4.7%2007 528,781 502,704 26,077 4.9%2008 521,555 490,271 31,284 6.0%2009 515,120 468,888 46,232 9.0%2010 513,532 465,387 48,145 9.4%

___________________________________Source: Missouri Department of Economic Development, in cooperation with U.S. Department of Labor.

Unemployment Rates. The following table sets forth unemployment rates (not seasonally adjusted) forthe County, the State of Missouri and the United States for the five most recent years for which suchinformation is available:

Year St. Louis County Missouri United States2006 4.7% 4.8% 4.6%2007 4.9% 5.1% 4.6%2008 6.0% 6.1% 5.7%2009 9.0% 9.3% 9.3%2010 9.4% 9.6% 9.6%

Source: Missouri Department of Economic Development; in cooperation with U.S. Department of Labor.

June 2011 unemployment rates were 8.8% for St. Louis County, 9.0% for the State of Missouri and 9.3% forthe United States of America.

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Major Employers. The following list sets forth the names and approximate employment of the top tenemployers in the County during 2010:

Major Employers Type of BusinessNumber ofEmployees

Boeing Co., Integrated Defense Systems Manufacturing 15,600Washington University in St. Louis Private University 13,483SSM Healthcare Healthcare 12,548Schnucks Markets, Inc. Grocer 10,951St. John’s Mercy Health Care Healthcare 8,926Special School District of St. Louis County Education 5,894Enterprise Rent-A-Car Co., Inc. Auto Rental/Leasing 4,887Edward Jones Financial Services 4,873St. Louis County Government Government 4,310Monsanto Manufacturing 4,100_______________________________Source: St. Louis Business Journal, Book of Lists

Per Capita Personal Income

The following table sets forth information relating to per capita personal income for the County for thefive most recent years for which such information is available:

Year St. Louis County

2005 $46,9942006 50,8812007 52,6712008 54,9242009 52,214

_______________________________

Source: U.S. Department of Commerce, Bureau of Economic Analysis.

Housing

Since 2000, the County’s housing supply has increased 2.8%. In 2009, there were an estimated435,961 housing units in the County, representing a diversity of housing types in urban, suburban and rurallocations.

The following table shows historical information on permits issued for construction of new single andmulti-family units in the County:

Year Single Family Units Multi-Family Units Total

2001 1,868 586 2,4542002 1,673 507 2,1802003 1,969 288 2,2572004 2,147 478 2,6252005 2,155 386 2,5412006 1,431 245 1,6762007 1,234 224 1,4582008 615 120 7352009 503 81 842010 510 176 686

________________Source: St. Louis County Department of Planning.

IMPACT OF RECENT ECONOMIC DOWNTURN ON THE COUNTY

As with most governmental and commercial enterprises, the County has been adversely affected bythe recent recession. The struggles in the housing market resulted in lower property values. The 2009 required

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reassessment resulted in a 7% decrease in the value of residential real estate and a 2% decrease in the value ofcommercial real estate. As a result, General Fund property tax revenues were approximately $8.0 million(approximately 7%) lower in 2009 than in 2008. Because 2010 was not a reassessment year, 2010 GeneralFund property tax revenues were similar to those in 2009. In accordance with state statute, real property willbe reassessed again in 2011. Current expectations are that the reassessment will result in a 3.3% decrease invalue of residential real estate and a 1.1% decrease in the value of commercial real estate.

Taxable sales in the County decreased approximately 3.9% in 2008 and 7.2% in 2009. The County’sGeneral Fund sales tax revenues declined 1.1% in 2008 and 8.4% in 2009. The smaller decrease in 2008resulted, in part, from the final payment of certain tax increment financing obligations freeing up funds thatwould otherwise have been captured by the tax increment financing transactions. General Fund sales taxrevenues further declined approximately 0.5% in 2010, compared to 2009.

Other County revenues, including those from building permits, interest and court fees were lower in2008 and 2009 than they were in 2007. In 2010, these revenues increased $8.1 million or approximately 5.4%,primarily due to the opening of a new casino in March 2010.

The County implemented policies in 2009 and 2010 with the intention of reducing the County’sexpenditures to produce a structurally-balanced General Fund budget. These policies included prioritization ofprograms and services, a more stringent review of vacant positions prior to hiring a replacement, a freeze onemployee salaries, reduced travel costs and closer review of purchase orders and budgeted expenditures.These policies remain in place at this time.

FINANCIAL MANAGEMENT

Introduction

Management of the County’s finances includes preparation of an annual budget, control of theexpenditures of County funds and cash management. This section presents information regarding the County’sfinances, including the County’s accounting and budgeting practices.

Accounting and Reporting Practices

The accounts of the County are organized on the basis of funds, which conform to generally acceptedaccounting principles and comply with the guidelines established by the Governmental Accounting StandardsBoard. The financial statements of the governmental funds and fiduciary funds, as hereinafter described, usethe modified accrual basis of accounting. The financial statements of the proprietary funds, as hereinafterdescribed, use the accrual basis of accounting.

The County Council annually engages a firm of independent certified public accountants for thepurpose of performing an annual audit of the financial statements of the County.

Since 1982, the County has obtained a Certificate of Achievement for Excellence in FinancialReporting from the Government Finance Officers Association of the United States and Canada for itscomprehensive annual financial report. In order to be awarded the Certificate, a governmental unit must publishan easily readable and efficiently organized comprehensive annual financial report, the content of which mustconform to program standards. Such reports must satisfy both generally accepted accounting principles andapplicable legal requirements.

The funds of the County can be divided into the following three categories: governmental funds,proprietary funds, and fiduciary funds.

Governmental funds. Governmental funds are used to account for governmental activities. TheCounty maintains multiple individual governmental funds including the General Fund, the HighwayImprovement Fund, the Transportation Trust Fund, the Public Mass Transit Fund, the EmergencyCommunications Fund, the Community Children’s Service Fund, the Convention and Recreation Trust Fund,the Debt Service Fund and the Capital Projects Fund, all of which are considered to be major funds.

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Proprietary funds. Proprietary funds offer financial information about services for which the Countycharges customers, both external customers, and internal departments of the County. The County maintainstwo types of proprietary funds. Enterprise funds are used for business-type activities, including the operationsof the Spirit of St. Louis Airport. Internal service funds are used to report activities, and accumulate andallocate costs of services that are provided to the County’s various functions including payroll and riskmanagement, which includes self-insurance general liability and worker's compensation. These servicespredominantly benefit governmental rather than business-type functions.

Fiduciary funds. Fiduciary funds are used to account for resources held for the benefit of parties otherthan the County. The County is the trustee, or fiduciary, responsible for assets that can be used only for thetrust beneficiaries per trust arrangements. The County is responsible for ensuring that the assets reported inthese funds are used for their intended purposes. The County's pension trust fund and agency funds arefiduciary funds.

Budget Process

Pursuant to the Charter, the County Executive must submit a balanced current expense budget to theCounty Council no later than 60 days before the beginning of each fiscal year. The budget must include acomplete financial plan for all County funds and activities, including proposed tax rates, an estimate of allincome and revenue and all proposed expenditures for current operations, debt service and a capital program.

The Division of Budget prepares the proposed budget based upon information provided by the variousCounty departments, commissions and boards in the form required by the County Executive. After internalreview and analysis the proposed budget is submitted to the County Executive. The proposed budget mustpresent, for each fund, the estimated income and revenues of the fund for the budget year and the estimatedincome and revenue of the fund for the immediately preceding fiscal year. The total proposed expenditures inthe budget for each fund cannot exceed any unencumbered cash balance in the fund from the immediatelypreceding fiscal year plus the lesser of the estimated income and revenue of the fund for the budget year or theestimated income and revenue of the fund from the immediately preceding fiscal year. The County Executivemay propose additional expenditures if additional income and revenues are proposed and provided suchadditional expenditures do not exceed 90% of the estimated additional income and revenue to be received fromtaxes plus the total estimated additional income and revenue to be received from any other source.

Prior to adoption of a budget, the County Council holds at least one public hearing on the proposedbudget. After the public hearing, the County Council may adopt or amend the proposed budget. If the CountyCouncil fails to adopt a budget by the last day of the currently ending fiscal year, the amounts appropriated forcurrent operations for the current fiscal year are treated as appropriated for the ensuring fiscal year on amonthly prorated basis until a budget is adopted.

Adoption of the budget constitutes an appropriation of the amounts specified as expenditures from thefunds indicated and as a levy of the taxes therein proposed. If recommended by the County Executive, theCounty Council may, by ordinance during any fiscal year, make supplemental or emergency appropriations.The County Executive may, by executive order contemporaneously filed with the County Council, transferappropriations within any department during the fiscal year.

The County has received the Government Finance Officers Association Distinguished BudgetPresentation Award annually since 2006. In order to receive this award, a government must publish a budgetdocument that meets program criteria as a policy document, as an operational guide, as a financial plan, and asa communication device.

Capital Program

Pursuant to the Charter, a capital program must be submitted for each ensuing fiscal year. The capitalprogram must include at a minimum a clear, general summary of the program, the capital improvementspending and proposed to be undertaken during the next five ensuing fiscal years, together with the estimatedcost of each improvement and the pending or proposed method of financing, and the estimated annual cost ofoperating and maintaining the facilities to be constructed or acquired.

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Accounting System and Budgetary Controls

In developing and evaluating the County’s accounting system, consideration is given to the adequacyof internal accounting controls. Internal accounting controls are designed to provide reasonable, but notabsolute, assurance regarding the safeguarding of assets against loss from unauthorized use or disposition andthe reliability of financial records for preparing financial statements and maintaining accountability for assets.The concept of reasonable assurance recognizes that the cost of a control should not exceed the benefits likelyto be derived and the evaluation of costs and benefits requires estimates and judgments by management.

All internal control evaluations occur within the above framework. It is the judgment of the Countythat the internal accounting controls adequately safeguard assets and provide reasonable assurance of properrecording of financial transactions.

Budgetary control is maintained at the departmental line item level by the encumbrance of estimatedpurchase amounts prior to the release of purchase orders to vendors. Purchase orders which result in an overrunof budget category balances are not released until additional funding is made available. Open encumbrances arereported as reservations of fund balance at December 31.

Cash Management

The County employs a cash management program whereby available cash resources of all funds,except those of the Pension Trust Fund and certain other restricted funds, are combined to form a pool of cashand investments which is managed by the County’s Department of Administration. Such investments consist ofovernight repurchase agreements, certificates of deposit, U.S. Treasury and Federal agency securities. Interestincome earned on pooled funds is distributed to the appropriate funds based on the average daily balance of thecash and investments of each fund. The County has an agreement with its principal depository bank forovernight repurchase agreements of all investable funds within its account.

The General Fund

In accordance with established accounting procedures for governmental units, the County records itsfinancial transactions under various funds. The largest is the General Fund, from which all general operatingexpenses are paid and to which taxes and all other revenues not specifically allocated by law or contractualagreement to other funds are deposited.

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The following table indicates the County’s General Fund revenues and expenditures (in thousands) forthe fiscal years ended December 31, 2006 through 2010. The information set forth below should be read inconjunction with the financial statements and notes appertaining thereto for the fiscal year ended December 31,2010 set forth in APPENDIX B of this Official Statement and the audited financial statements for the fiscalyears ended December 31, 2006 through December 31, 2010 on file at the County.

2006 2007 2008 2009 2010REVENUES

Taxes:Property $ 95,159 $ 99,132 $112,705 $104,750 $105,974Sales 48,061 49,678 49,107 45,006 44,784Utilities gross receipts 22,261 35,027 28,731 33,495 34,318Gaming -- -- -- -- 8,447Total Tax Revenues $165,481 $183,838 $190,543 $183,251 $193,613

Licenses and permits $ 14,852 $ 15,855 $ 14,904 $ 11,950 $12,395Assessment and tax collection fees 20,777 23,029 21,495 22,472 23,520Fines and forfeitures 4,027 4,466 4,191 3,998 4,578Investment earnings 3,354 5,273 4,443 1,019 1,413Rents & Concessions 2,780 2,829 2,904 2,912 3,062Intergovernmental 20,642 16,434 17,605 16,136 14,811Charges for services 39,498 40,669 41,060 39,730 43,900Fees 5,315 6,272 5,561 5,564 6,176Other 5,356 4,460 5,798 5,643 8,150

Total Revenues $282,083 $303,125 $308,504 $292,675 $311,618

EXPENDITURESGeneral Government $ 59,251 $ 57,486 $ 62,756 $ 70,141 $ 65,864Public safety 124,534 129,574 134,844 139,985 140,746Human Services 6,047 6,005 6,254 6,000 6,072Highways and Traffic 39,087 40,409 41,401 41,000 39,508Health 37,616 38,126 40,957 41,513 41,349Parks 22,414 23,284 22,442 21,737 19,881Debt Service/Capital Outlay 11,031 11,780 13,876 11,030 14,598

Total Expenditures $299,979 $306,663 $322,530 $331,406 $328,018Excess of revenues over(under) expenditures $ (17,896) $ (3,538) $ (14,026) $ (38,731) $(16,401)

OTHER FINANCING SOURCES (USES)Transfers in $ 17,997 $ 19,035 $ 20,383 $ 21,089 $ 23,135Transfers out (808) (1,365) (795) (861) (825)Sale of capital assets -- 7,101 -- -- --Refunded Bonds -- -- -- (26,980)Proceeds from financing 1,044 -- -- 34,934 7,539

Total other financing sources (uses) $ 18,233 $ 24,771 $ 19,588 $ 28,182 $ 29,849Net Change Fund Balance $ 337 $ 21,232 $ 5,561 $ (10,549) $ 13,448

FUND BALANCES BEGINNING OF YEAR $ 93,389 $ 93,726 $114,958 $120,519 $109,971

FUND BALANCE END OF YEAR $ 93,726 $114,958 $120,519 $109,971 $123,419

Source: Audited Financial Statements of the County for 2006, 2007, 2008, 2009 and 2010.

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Revenue Sources

The County derives its revenues from a variety of sources. The following list sets forth primarysources of County revenues from all governmental fund types, other than those for Enterprise and InternalService Funds, for the fiscal year ended December 31, 2010:

Taxes:

Percentage of TotalRevenues

Property 22.0%Sales 44.2%Utilities gross receipts 6.4%Convention and Recreation 1.6%Gaming 1.6%Emergency Telephone 0.2%Cable TV Franchise 0.4%Total Tax Revenues 76.4%

Licenses and permits 2.3%Assessment and tax collection fees 4.4%Fines and forfeitures 0.9%Investment earnings 0.3%Rents and Concessions 0.6%Intergovernmental 2.8%Charges for services 8.2%Fees 1.2%Other 3.0%Total Revenues 100.0%

Source: County’s Comprehensive Annual Financial Report for the fiscal year ended December 31, 2010.

Retail Sales

The following table shows the estimated taxable retail sales in the County for the last five years:

Year Ended Estimated TaxableDecember 31 Retail Sales

2010 $14,728,983,0002009 14,661,548,0002008 15,805,663,0002007 16,441,143,0002006 16,236,421,000

TAXATION

Tax Procedures

All taxable real and personal property within the County is assessed annually by the County Assessor.Missouri law requires that personal property be assessed at 33-1/3% of true value (except for a few subclassesof minimal value that are assessed at a lower percentage) and that real property be assessed at the followingpercentages of true value:

Residential real property 19%Agricultural and horticultural real property 12%Utility, industrial, commercial, railroad and all other real property 32%

On January 1 in every odd numbered year, each County Assessor must adjust the assessed valuation ofall real property located within the county in accordance with a two-year assessment and equalization

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maintenance plan approved by the State Tax Commission. The County Assessor is responsible for preparingthe tax rolls each year and for submitting the tax rolls to the County Board of Equalization. The Board ofEqualization has the authority to review and determine the proper values of property and then adjust andequalize individual properties appearing on the tax rolls.

Certain properties, such as those used for charitable, educational and religious purposes, are excludedfrom both the real estate ad valorem tax and personal property tax.

Current Assessed Valuation. The following table shows the total assessed valuation and the estimatedactual valuation, by category, of all taxable tangible property situated in the County, according to theassessment as of January 1, 2010, including state assessed railroad and utility property, as finally adjusted:

Assessed Valuation(1) Assessment RateEstimated Actual

Valuation(1)

Real Estate:Residential $13,989,234,960 19.00% $ 73,627,552,421Commercial 5,846,791,700 32.00% 18,271,224,063Agriculture 6,557,550 12.00% 54,646,250Railroad & Utility 278,261,547 32.00% 869,567,334

Total Real Estate: 20,120,845,757 92,822,990,068

Personal Property 3,158,992,370 33 1/3% 9,510,320,731Railroad & Utility 117,903,998 33 1/3% 353,711,994

Total $23,397,742,125 $102,653,679,172

(1) Includes incremental assessed valuation in the portion of the County that is included in a taxincrement financing district. See the section herein captioned “Tax Abatement and TaxIncrement Financing.”

Source: St. Louis County Assessor’s Office.

History of Property Valuations. The total assessed valuation of all taxable tangible property situated inthe County, including state assessed railroad and utility property, according to the assessments of January 1 ineach of the following years, as finally adjusted, has been as follows:

Year Assessed Valuation(1) % Change

2006 $21,249,112,522 +1.58%

2007 24,780,423,928 +16.62%

2008 25,024,759,176 +0.99%

2009 23,654,984,595 -5.47%

2010 23,397,742,125 -1.09%

(1) Includes incremental assessed valuation in the portion of the County that is included in a taxincrement financing district. See the section herein captioned “Tax Abatement and TaxIncrement Financing.”

Source: St. Louis County Assessor.

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Tax Rates

Total Tax Rates. The County Collector of Revenue distributes tax bills and collects taxes for mosttaxing districts having jurisdiction within the County limits. Average tax rates for property taxes levied withinthe County (per $l00 assessed valuation for real and personal property) for the tax years ended December 31,2006 through 2010 were as follows:

Recipient 2006 2007 2008 2009 2010

St. Louis County $0.558 $0.558 $0.558 $0.523 $0.523

School Districts 4.530 4.350 4.377 4.451 4.670

Cities 0.450 0.430 0.486 0.500 0.480

Service District(1) 1.580 1.510 1.444 1.491 1.647

Other(2) 1.720 1.660 1.700 1.769 1.850

Total $8.838 $8.508 $8.565 $8.734 $9.170

(1) Includes fire, light and sewer districts.(2) Includes Special School District, the St. Louis Community College District, Zoo Museum

District, Sheltered Workshop, Library Districts and the State of Missouri.Source: The County and the County’s Comprehensive Annual Financial Report for fiscal year ending

December 31, 2010.

County Tax Rates. The following table sets forth tax rates levied by the County per $l00 assessedvaluation for the tax years ended December 31, 2006 through 2010:

2006 2007 2008 2009 2010

County Base Rate:General Government $0.190 $0.190 $0.190 $0.190 $0.190Highway & Traffic 0.105 0.105 0.105 0.105 0.105Health 0.165 0.150 0.150 0.150 0.150Parks & Recreation 0.035 0.050 0.050 0.050 0.050Total Base Rate $0.495 $0.495 $0.495 $0.495 $0.495

Debt Service Fund 0.063 0.063 0.063 0.028 0.028Total $0.558 $0.558 $0.558 $0.523 $0.523

Tax Assessment and Collection

Taxes are levied on all taxable real and personal property owned as of January 1 in each year. Bystatute, tax rates must be submitted to the County by October 20 of each year. Tax bills are then mailed tohomeowners in November; however, the volume of assessment complaints required to be reviewed by theCounty Board of Equalization can affect the date on which bills are actually mailed. Payment of taxes on realand personal property is due by December 31, after which date they become delinquent and accrue a penalty ofone percent per month.

There are approximately 240 taxing bodies having jurisdiction in the County limits. The CountyCollector of Revenue collects taxes for almost all of these taxing bodies. The Collector of Revenue deducts acommission equal to one percent of the taxes collected for his services.

The following table sets forth information regarding collections for the County for such real andpersonal property taxes (other than for state-assessed railroads and utilities and railroad and utility surcharges):

LevyYear Total Tax Levy

Current TaxCollections1

Percent ofLevy

CollectedDelinquent Tax

Collections1Total Tax

Collections

Percent ofTotal Tax

Collectionsto Tax Levy

DelinquentTaxes

Percent ofDelinquent

Taxes toTax Levy

2006 $126,383,674 $117,332,048 92.8% $22,991,704 $140,323,752 111.0% $14,781,276 11.7%2007 146,824,952 121,922,144 83.0% 8,801,661 130,723,845 89.0% 30,882,023 21.0%2008 149,463,620 125,979,011 84.3% 24,542,376 150,521,377 100.7% 29,824,266 19.9%2009 133,739,894 108,893,748 81.4% 22,650,056 131,543,804 98.4% 23,748,950 17.8%2010 132,417,904 109,096,159 82.4% 23,094,271 132,190,431 99.8% 23,976,424 18.1%

Source: St. Louis County Department of Revenue.

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Major Taxpayers

The largest identifiable taxpayers within the County for calendar year 2010 are listed below, based onthe 2010 total assessment valuation of property. These taxpayers represent 5.3% of the 2010 total assessedvaluation of property located in the County.

Taxpayer Assessed ValuationPercentage ofCounty Total

Ameren UE $ 313,990,702 1.4%Boeing 176,019,100 0.8%Duke Realty L.P. 141,327,230 0.6%Monsanto 106,220,770 0.5%Pinnacle Entertainment 87,639,900 0.4%Missouri American Water Company 86,616,370 0.4%THF Realty Development 78,805,880 0.3%CBL & Associates 78,313,160 0.3%AT&T 74,135,062 0.3%Chrysler(1) 68,611,440 0.3%

$1,211,679,614 5.3%

Source: St. Louis County Department of Revenue.(1) Chrysler closed its plants and ceased operations in Fenton, Missouri in 2009. The reassessment value

as of January 1, 2011 is not yet available.

Tax Abatement and Tax Increment Financing

Under Missouri law, tax abatement is available for redevelopers of areas determined by the governingbody of a municipality to be “blighted.” The Land Clearance for Redevelopment Authority Law authorizes ten-year tax abatement pursuant to Sections 99.700 to 99.715, Revised Statutes of Missouri. Redevelopmentcorporations formed pursuant to Chapter 353, Revised Statutes of Missouri, as amended, may seek realproperty tax abatement for a total period of 25 years. In addition, the Industrial Development CorporationsLaw, Chapter 100, Revised Statutes of Missouri, as amended, authorizes real and personal property taxabatement for projects for industrial development.

The Real Property Tax Increment Allocation Redevelopment Act, Sections 99.800 to 99.865, RevisedStatutes of Missouri, as amended, makes available tax increment financing for redevelopment projects incertain areas determined by the governing body of a municipality or county to be a “blighted area,”“conservation area” or “economic development area,” each as defined in such statute. Currently, several taxincrement financing districts exist within the County. Tax increment financing does not materially diminish theamount of property tax revenues currently collected by the County in the affected area, but instead acts tofreeze such revenues at current levels and would deprive the County of future increases which would otherwisehave resulted from increases in ad valorem property tax revenues in such areas until the tax increment revenuebonds issued are repaid and the tax abatement period terminates.

DEBT OF THE COUNTY

General

Under Missouri law, refunding bonds and obligations payable from annual appropriations do notrequire voter approval. Any general obligation bonds, other than refunding bonds, require voter approval forissuance. Pursuant to the Missouri Constitution, the County is authorized to issue general obligation bondspayable from unlimited ad valorem taxes upon a two-thirds or, at elections held on general municipal electiondays or state primary or general election days, a four-sevenths majority vote of the qualified voters voting onthe specific proposition. The Missouri Constitution provides that the amount of bonds payable out of taxreceipts may not exceed 10% of the total assessed valuation of the taxable property of the County.

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Direct Bonded Indebtedness (as of 12/31/10)

On June 23, 1998, the County issued $91,390,000 General Obligation Bonds, Series 1998. As ofDecember 31, 2010, $37,990,000 in aggregate principal amount of these bonds were outstanding. The bondsare secured by the full faith and credit and taxing power of the County.

On November 17, 2009, the County issued $430,000 General Obligation Neighborhood ImprovementBonds (Northpointe Forest Water Project), Series 2009A and $50,000 Taxable General ObligationNeighborhood Improvement Bonds (Northpointe Forest Water Project), Series 2009B (collectively, the “NIDBonds”). As of June 1, 2011, $455,000 aggregate principal amount of the NID Bonds were outstanding. TheNID Bonds are payable from special assessments levied upon the property benefited by the improvementsfinanced with the NID Bond proceeds. If the special assessments are not timely paid, the NID Bonds arepayable from the current income and revenue and surplus funds of the County. The full faith and credit of theCounty are irrevocably pledged for the prompt payment of the principal of and interest on the NID Bonds;provided, however, the County may not impose any new or increased ad valorem property taxes to payprincipal of or interest on the NID Bonds without voter approval.

Overlapping Bonded Indebtedness (as of 12/31/10)

The following table sets forth the general obligation indebtedness of political subdivisions withboundaries overlapping the County as of December 31, 2010 and the amount attributable (on the basis ofassessed valuation) to the County. The table was compiled from information furnished by the jurisdictionsresponsible for the debt, and the County has not independently verified the accuracy or completeness of suchinformation. Furthermore, political subdivisions may have ongoing programs requiring the issuance ofsubstantial additional bonds, the amounts of which cannot be determined at this time.

Taxing JurisdictionOutstanding General

Obligation DebtPercent Applicable

to County

Fire Districts $ 45,390,000 100%Municipalities 207,842,690 100%School Districts 1,129,976,820 100%Total $1,383,209,510 100%

Source: County’s Comprehensive Annual Financial Report for the fiscal year ended December 31, 2010.

Debt Ratios and Related Information(1)

Estimated Population (2010): 998,854Assessed Valuation (2010): $23,397,742,125Estimated Actual Value (2010): $102,653,679,172Direct General Obligation Bonded Debt (2010):(2) $37,990,000Overlapping General Obligation Debt (2010): $1,383,209,510Direct and Overlapping General Obligation (2010): $1,421,199,510Per Capita Direct Debt (per above): $38.03Ratio of Direct Debt to Assessed Valuation (per above): 0.16%Ratio of Direct Debt to Estimated Actual Value (per above): 0.04%

______________________________________

(1) Because the County is comprised of over 200 taxing jurisdictions, the overlapping indebtednesspresented above under the caption “Overlapping Bonded Indebtedness” is for all of the taxing entitieswithin St. Louis County. As a result, the above table does not include per capita overlapping debt oroverlapping debt ratios, because it would overstate the amounts for which a particular taxpayer withinan individual municipality within the County would be responsible.

(2) Excludes $455,000 outstanding principal amount of neighborhood improvement district bonds. Thesebonds are payable from special assessments levied upon the property benefited by the improvementsfinanced with the proceeds of the bonds. If the special assessments are not timely paid, the bonds arepayable from the current income and revenues and surplus funds of the County.

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Short-Term Borrowing

From time to time, the County has issued tax anticipation notes or warrants or used interfundborrowings to manage cashflow demands. The County’s recent tax anticipation note or warrant issuances arelisted below:

Year Amount

2006 $31,000,000

2007 28,000,000

2008 20,000,000

2009 25,075,000

2010 28,105,000

Annual Appropriation Obligations and Other Financings

On August 28, 1991, the Regional Convention and Sports Complex Authority (the “Authority”)issued, in three separate series, an aggregate of $258,670,000 principal amount of Convention and SportsFacility Project Bonds, the proceeds of which were available for the acquisition and construction of aconvention and sports facility located in the City of St. Louis, Missouri. One of the series of such bonds, in theaggregate amount of $65,685,000 (the “Dome Bonds”), is payable from payments made, subject to annualappropriation, by the County. The County’s combined payments in connection with such series of bonds,which payments are subject to annual appropriation by the County Council, are $6,000,000 for each of theyears 2003 through 2021 (which include a $1,000,000 annual “preservation” payment). The County agreed,subject to annual appropriation, to continue to pay annual preservation payments of $1,000,000 from 2002through 2024. A refinancing of the Dome Bonds closed in August 2003 and bonds totaling $41,360,000remained outstanding at December 31, 2010. The refinancing did not reduce the County’s combined debtservice and preservation payments in connection with such bonds. The County has historically and expects tocontinue to make such payments from the revenues from its Sports and Recreation Tax.

On December 23, 2003, the Missouri Development Finance Board issued $45,760,000 of TaxableSt. Louis Cardinals Ballpark Project Bonds (St. Louis County, Missouri—Annual Appropriation) Series 2003.The proceeds of the Bonds were used to finance a portion of the costs of planning, design, acquisition,construction and equipping of a new ballpark to serve as the home of the St. Louis Cardinals baseball team inthe City of St. Louis, Missouri. Debt service on the bonds is paid by annual appropriation of County revenues.The County expects to make such payments from the Sports and Entertainment Tax also used to makepayments on the Dome Bonds. The Sports and Entertainment Tax is a three and one-half percent tax on salesor charges for sleeping rooms paid by the transient guests of hotels and motels situated within the County anddoing business within the County for the purpose of funding a regional convention and sports complexauthority and for other regional convention and tourism purposes. As of December 31, 2010, bonds totaling$44,375,000 remained outstanding.

On October 5, 2006, the County issued $14,750,000 of its Annual Appropriation-Supported TaxIncrement Revenue Bonds, Series 2006A. The proceeds of the Bonds were used to finance a portion of theredevelopment project costs in connection with the Lambert Airport Eastern Perimeter Joint DevelopmentCommission Redevelopment Plan. To the extent tax increment financing revenues are not available for suchpurpose, debt service on the bonds is paid by annual appropriation of County revenues. As of December 31,2010, bonds totaling $14,750,000 remained outstanding.

On January 6, 1999, the County issued $44,265,000 in capital improvements project certificates ofparticipation to finance the construction of a parking garage and advance refund leasehold revenue bondspreviously issued to finance the costs of acquiring and improving certain real property. In 2009, thesecertificates of participation were refunded by the issuance by the County of its $26,975,000 Special ObligationRefunding Bonds, Series 2009A. As of December 31, 2010, such bonds were outstanding in the principalamount of $24,240,000.

In 2007, the County entered into an agreement with the City of Hazelwood, Missouri (“Hazelwood”)by which it agreed to loan funds to Hazelwood in a total principal amount of approximately $7 million over a

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seven-year period commencing in March 2008. This loan was funded by the County, subject to annualappropriation, to provide funds to assist in the redevelopment of a former Ford assembly plant. In 2009, theCounty issued its $7,210,000 Special Obligation Bonds (Hazelwood Commerce Center Road Improvements),Series 2009B, restructuring the County’s obligation to advance loan proceeds to Hazelwood. As of December31, 2010, such bonds were outstanding in the principal amount of $6,965,000.

On April 15, 2010, the County issued its Special Obligation Bonds (Emergency CommunicationsSystem), Series 2010A in the aggregate principal amount of $60,560,000 and its Taxable Special ObligationBonds, Build America Bonds (Emergency Communications System), Series 2010B in the aggregate principalamount of $58,675,000 to pay the costs of establishing, operating and maintaining an emergencycommunications system in the County. The County anticipates that the proceeds of the E-911 Sales Tax willbe sufficient to pay the debt service on such bonds; however, proceeds of the E-911 Sales Tax are not pledgedto the payment of such bonds. As of December 31, 2010, the Series 2010A Bonds were outstanding in theprincipal amount of $60,560,000 and the Series 2010B Bonds were outstanding in the principal amount of$58,675,000.

On April 29, 2010, the County issued its Special Obligation Bonds (Business Incubator Projects),Series 2010C in the aggregate principal amount of $3,555,000 and its Taxable Special Obligation Bonds(Build America Bonds-Direct Pay) (Business Incubator Projects), Series 2010D in the aggregate principalamount of $3,540,000 to pay the costs of acquiring and renovating new business incubator facilities andrenovating and improving existing business incubators. The County intends to satisfy its obligation to payprincipal of and interest on the Bonds from the County’s share of the admission fee paid by River City Casino(the “Casino”), a new 90,000 square-foot casino owned by Pinnacle Entertainment, Inc. that began operationsin the southern part of the County on March 4, 2010. The Casino is required to pay to the Missouri GamingCommission (the “Commission”) an admission fee of two dollars for each person admitted to the Casino. TheCommission will remit to the County, as the home dock of the Casino, half of the receipts from the admissionfee collections from the Casino. Such funds, however, are not pledged to the payment of the Bonds. As ofDecember 31, 2010, the Series 2010C Bonds were outstanding in the principal amount of $3,555,000 and theSeries 2010D Bonds were outstanding in the principal amount of $3,540,000.

On June 18, 2010, the County issued its Special Obligation Bonds (Health Campus Project), Series2010E in the aggregate principal amount of $3,145,000 and its Taxable Special Obligation Bonds - RecoveryZone Economic Development Bonds (Health Campus Project), Series 2010F in the aggregate principal amountof $17,265,000 to finance certain costs in connection with the acquisition, construction, improvement andequipping of a new health care campus for the County. Debt service on the bonds is paid by annualappropriation of tax revenue collected for the support of public health care for county residents; however, theCounty reserves the option to pay these bonds from other available funds of the County. As of December 31,2010, the Series 2010E Bonds were outstanding in the principal amount of $3,145,000 and the Series 2010FBonds were outstanding in the principal amount of $17,265,000.

On June 29, 2010, the County issued its Special Obligation Bonds (Page-Olive Connector Project),Series 2010H in the aggregate principal amount of $5,625,000 and its Taxable Special Obligation RecoveryZone Economic Development Bonds (Page-Olive Connector Project), Series 2010I in the aggregate principalamount of $23,095,000 to refund the County’s outstanding $20,060,000 Special Obligation Notes, Series2009-2 (Page-Olive Connector Project) and to finance the remaining costs of the highway improvementsproject started with proceeds from the Special Obligation Notes, Series 2009-2 (Page-Olive ConnectorProject). Debt service on the bonds is paid by annual appropriation of surplus County revenues. A portion ofthe proceeds of a one-half cent sales tax levied by the County for transportation-related purposes is expected tobe used to make debt service payments on these bonds; however, it is not pledged as security for the paymentof the debt service. As of December 31, 2010, the Series 2010H Bonds were outstanding in the principalamount of $5,625,000 and the Series 2010I Bonds were outstanding in the principal amount of $23,095,000.

On October 15, 2010, the County issued its Special Obligation Bonds (Police Laboratory Project),Series 2010K in the aggregate principal amount of $2,980,000 and its Taxable Special Obligation BuildAmerica Bonds (Police Laboratory Project), Series 2010L in the aggregate principal amount of $8,640,000 tofinance and refinance the costs of (a) constructing, renovating, improving and equipping a police laboratory forthe County and (b) acquiring, installing and equipping the County’s 911 call center, including constructingfurnishing and equipping related facilities for the County. Debt service on the bonds is paid by annualappropriation of surplus County revenues. As of December 31, 2010, the Series 2010K Bonds were

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outstanding in the principal amount of $2,980,000 and the Series 2010L Bonds were outstanding in theprincipal amount of $8,640,000.

On December 30, 2010, the County issued its Taxable Special Obligation Build America Bonds(Transportation Projects), Series 2010M in the aggregate principal amount of $2,300,000 and its TaxableSpecial Obligation Recovery Zone Bonds (Transportation Projects), Series 2010N in the aggregate principalamount of $3,710,000 to finance the costs of certain highway, road and bridge improvements within theCounty. The Bonds are subject to annual appropriations of the County. The County anticipates that a portionof the proceeds of a one-half cent sales tax levied by the County for transportation-related purposes will beused to make debt service payments on the Bonds; however, the proceeds of the one-half cent sales tax leviedby the County for transportation purposes are not pledged to the payment of such bonds. As of December 31,2010, the Series 2010M Bonds were outstanding in the principal amount of $2,300,000 and the Series 2010NBonds were outstanding in the principal amount of $3,710,000.

On May 18, 2011, the County issued its Taxable Special Obligation Bonds (Qualified EnergyConservation Bonds – Direct Pay) (Residential Energy Efficiency Loan Program) Series 2011A in theaggregate principal amount of $10,305,000 and its Taxable Special Obligation Bonds (Residential EnergyEfficiency Loan Program), Series 2011B in the aggregate principal amount of $150,000 to finance a programfor low interest rate loans to residential property owners to install energy efficiency improvements. The Bondsare subject to annual appropriations of the County. The County anticipates that loan payments made byparticipating residential property owners and federal interest subsidies will be used to make debt servicepayments on the Bonds; however, such revenues are not pledged to the payment of such bonds.

In March 2009, the County issued a promissory note in the amount of $5,100,000 as part of anagreement with the Missouri Department of Transportation, the Missouri Department of EconomicDevelopment, the City of Maryland Heights and Edward Jones Company to finance the County’s share of roadand interchange improvements constructed by the Missouri Department of Transportation. $974,525 wasforgiven by the Missouri Highways and Transportation Commission as a result of project costs being less thanoriginally estimated. As of December 31, 2010, the principal balance of this note was $2,915,135.

The County has entered into a variety of lease purchase agreements under which rental payments aresubject to appropriation of available moneys therefor. As of December 31, 2010, the principal balance of suchlease purchase agreements was $8,713,545.

Legal Debt Limit and Debt Margin

The Missouri Constitution provides that the County may become indebted in an amount up to 10% ofthe assessed valuation of the taxable tangible property within the County, according to the last completedassessment for state and county purposes at the time of issuance of such indebtedness. The legal debt margin ofthe County based upon the 2010 assessed valuation is calculated as follows:

2010 Assessed Valuation $23,393,654,535.00Constitutional Debt Limit (10% of Assessed Valuation) 2,339,365,453.50Less Total General Obligation Indebtedness (37,990,000.00)Less Total NID Bonds (455,000.00)Legal Debt Margin $2,300,920,453.50

Future Debt Plans

The County has no authorized but unissued general obligation debt. The County is currentlyconsidering submitting a ballot measure to the public permitting the issuance of general obligation bonds tofinance the replacement of the County’s family court facilities. The timing and amount of any such measurehave not been determined. With the exception of the Notes, the County does not anticipate additionalborrowings in 2011.

History of Debt Payment

The County has never defaulted on any indebtedness.

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LITIGATION

The County is, from time to time, involved in various claims and lawsuits arising in the ordinarycourse of business. Based on information presently available, the County believes that, other than thelitigation discussed in the next paragraph, all such claims and lawsuits that are currently pending or, to theknowledge of the County, have been threatened, are covered by insurance or will not have a material adverseeffect on the financial position of the County.

Prior to 2008, residents of unincorporated parts of the County contracted separately for trash hauling,sometimes resulting in multiple waste haulers providing services to residents of a single street or subdivision.In 2006, the County adopted an ordinance to provide a waste management system for the unincorporatedportion of the County. In 2008, the County requested bids for providers of waste hauling services in eightunincorporated areas, with entities other than the winning bidder to be prohibited from providing services in aspecified area. The County does not provide the waste collection or hauling services and does not billresidents for the services. Instead, residents contract with the approved hauler for services. American EagleWaste Industries, Meridian Waste Services and Waste Management of Missouri filed suit against the Countyin May 2008 (American Eagle Waste Industries, LLC, et al. v. St. Louis County, Missouri, et al., Cause No.08SL-CC02198). The plaintiffs alleged that the County violated state law by not providing notice to wastehaulers previously serving residents two years prior to implementation of the new waste management system.On January 25, 2011, the Circuit Court in St. Louis County, Missouri entered summary judgment for plaintiffs.Plaintiffs have asserted damages in the amount of $23,202,384 claiming that the state law entitled them topayment by the County of the amount they would have collected in gross fees under their existing contractsover the two year notice period. The Circuit Court has not yet ruled on the amount of damages to be awarded.The County intends to vigorously appeal any judgment in this matter.

Appendix B

AUDITED FINANCIAL STATEMENTSOF THE COUNTY FOR FISCAL YEAR

ENDED DECEMBER 31, 2010


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Fiscal Year 2010

Fiscal Year 2009

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St. Louis County Expenses by Function Comparison

Fiscal Year 2010

Fiscal Year 2009

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Charges for services18.6%

Operating grants & contributions

12.1%

Capital grants & contributions

7.4%Property taxes17.0%

Sales tax34.1%

Convention & recreation tax

1.2%

Other taxes6.7%

Other revenues2.2%

Investment income0.7%

St. Louis County Sources of Revenue for Fiscal Year 2010

General government20.6%

Public safety25.8%

Human services4.9%

Highways and traffic13.0%

Health8.6%

Parks and recreation3.8%

Transportation16.4%

Interest and fiscal charges

3.4%

Spirit of St. Louis Airport

3.5%

St. Louis County Governmental Expenses by Function for Fiscal Year 2010


Appendix C

SUMMARY OF THE NOTE ORDINANCE


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APPENDIX C

SUMMARY OF THE NOTE ORDINANCE

There follows a summary of certain provisions of the Note Ordinance. Other provisions of the NoteOrdinance are summarized elsewhere in this Official Statement. Such summaries do not purport to becomprehensive or definitive and are qualified in their entirety by reference to the complete Note Ordinance.

Definitions

The following words and terms when used in the Official Statement, including this summary of theNote Ordinance, have the following meanings unless the context or use clearly indicates another or differentmeaning or intent.

“Beneficial Owner” means any person for which a Participant acquires an interest in any Note.

“Bond Counsel” means Thompson Coburn LLP, St. Louis, Missouri, or other attorney or firm ofattorneys with a nationally recognized standing in the field of municipal bond financing selected by theCounty.

“Business Day” means a day other than a Saturday, Sunday or holiday on which the Paying Agentshall be scheduled in the normal course of its operations to be open to the public for conduct of its bankingoperations.

“Cede & Co.” means Cede & Co., the nominee of DTC, and any successor nominee of DTC withrespect to the Notes.

“Code” means the Internal Revenue Code of 1986, as amended, or any corresponding applicableprovisions of succeeding law, and the applicable temporary, proposed and final regulations relating thereto.

“Continuing Disclosure Agreement” shall mean that certain Continuing Disclosure Agreementbetween the County and the Dissemination Agent thereunder, as originally executed and as it may beamended from time to time in accordance with the terms thereof.

“County” means St. Louis County, Missouri, and any successors and assigns.

“County Council” means the County Council of the County.

“Debt Service Fund” means the fund by that name created under the Note Ordinance.

“Defaulted Interest” means interest on any Note which is payable but not paid on any InterestPayment Date.

“Defeasance Obligations” means any of the following obligations:(a) Cash;(b) U.S. Treasury Certificates, Bonds and Notes (including State and Local

Government Securities – “SLGs”);(c) Direct obligations of the United States Treasury which have been stripped by the

Treasury itself, CATS, TIGRS and similar securities;

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(d) Resolution Funding Corp. (REFCORP). Only the interest component ofREFCORP strips which have been stripped by request to the Federal Reserve Bank of New York inbook-entry form are acceptable;

(e) Pre-refunded municipal bonds rated “Aaa” by Moody’s and “AAA” byStandard & Poor’s;

(f) Obligations issued by the following agencies that are backed by the full faith andcredit of the U.S.:

(1) U.S. Export-Import Bank (Eximbank): Direct obligations or fullyguaranteed certificates of beneficial ownership

(2) Farmers Home Administration (FmHA): Certificates of beneficialownership

(3) Federal Financing Bank(4) General Services Administration: Participation certificates(5) U.S. Maritime Administration: Guaranteed Title XI financing(6) U.S. Department of Housing and Urban Development (HUD):

- Project Bonds- Local Authority Bond

- New Communities Debentures – U.S. governmentguaranteed debentures

- U.S. Public Housing Bonds and Notes – U.S. governmentguaranteed public housing notes and bonds

“Dissemination Agent” means UMB Bank, N.A. or any other Dissemination Agent designated inwriting by the County and which has filed with the County a written acceptance of such designation.

“DTC” means The Depository Trust Company of New York, New York.

“Financial Advisor” means Columbia Capital Management, LLC, St. Louis, Missouri.

“Fiscal Year” means the fiscal year of the County, currently the twelve-month period beginningJanuary 1 and ending December 31.

“Interest Payment Date” means August 1, 2012 or, with respect to any Note, any earlier date onwhich the principal of such Note becomes due and payable, whether at stated maturity or by call forredemption or otherwise, as therein and in the Note Ordinance provided.

“Maturity” when used with respect to any Note means the date on which the principal of suchNote becomes due and payable, whether at stated maturity or by call for redemption or otherwise, asprovided in the Note Ordinance and such Note.

“Moody’s” means Moody’s Investors Service, Inc., a corporation organized and existing under thelaws of the State of Delaware, its successors and assigns, and, if such corporation shall be dissolved orliquidated or shall no longer perform the functions of a securities rating agency, “Moody’s” shall mean anyother nationally recognized securities rating agency designated by the County by notice to the Paying Agent.

“Note Ordinance” means the ordinance passed by the County, authorizing the issuance of theNotes, as from time to time amended in accordance with its terms.

“Note Register” means the books for the registration, transfer and exchange of Notes kept by thePaying Agent.

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“Noteowner,” “Owner” or “Registered Owner” when used with respect to any Note means thePerson in whose name such Note is registered on the Note Register.

“Notes” means the Special Obligation Notes (General Fund Tax Anticipation), Series 2011-1, ofthe County, in the aggregate principal amount of $22,080,000, authorized and issued pursuant to the NoteOrdinance.

“Outstanding” means, when used with reference to Notes, as of any particular date, all Notestheretofore issued and delivered under the Note Ordinance, except the following Notes:

(a) Notes theretofore cancelled by the Paying Agent or delivered to the Paying Agentfor cancellation;

(b) Notes deemed to be paid in accordance with the provisions of the Note Ordinance;and

(c) Notes in exchange for or in lieu of which other Notes have been registered anddelivered under the Note Ordinance.

“Participant” means any broker-dealer, bank or other financial institution for which DTC holdsNotes as securities depository.

“Participating Underwriter” shall have the meaning ascribed thereto in the ContinuingDisclosure Agreement.

“Paying Agent” means UMB Bank, N.A., St. Louis, Missouri, and any successors and assigns.

“Permitted Investments” means any of the following securities and obligations, if and to theextent the same are at the time legal for investment of the County’s funds:

(a) Defeasance Obligations,(b) Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed

by any of the following non-full faith and credit U.S. government agencies (stripped securities areonly permitted if they have been stripped by the agency itself):

(1) Federal Home Loan Bank System: Senior debt obligations(2) Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie

Mae”):- Participation Certificates- Senior debt obligations

(3) Federal National Mortgage Association (“FNMA” or “Fannie Mae”):- Mortgage-backed securities and senior debt obligations

(4) Student Loan Marketing Association (“SLMA” or “Sallie Mae”):- Senior debt obligations

(5) Resolution Funding Corporation (“REFCORP”): obligations(6) Farm Credit System: Consolidated systemwide bonds and notes

(c) Money market funds registered under the Federal Investment Company Act of1940, as amended, whose shares are registered under the Federal Securities Act of 1933, andhaving a rating by Standard & Poor’s of “AAAm-G,” “AAAm” or “Aam” and, if rated byMoody’s, rated “Aaa,” “Aa1” or “Aa2.”

(d) Certificates of deposit secured at all times by collateral described in (a) and/or (b)above. Such certificates must be issued by commercial banks, savings and loan associations or

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mutual savings banks. The collateral must be held by a third party and the County or the PayingAgent must have a perfected first security interest in the collateral.

(e) Certificates of deposit, savings accounts, deposit accounts or money marketdeposits which are fully insured by FDIC, including BIF and SAIF.

(f) Investment agreements, including guaranteed investment contracts, forwardpurchase agreements and reserve fund put agreements.

(g) Commercial paper rated, at the time of purchase, “Prime - 1” by Moody’s and “A-1” or better by Standard & Poor’s.

(h) Bonds or notes issued by any state or municipality which are rated by Moody’sand Standard & Poor’s in one of the two highest rating categories assigned by such agencies.

(i) Federal funds or bankers acceptances with a maximum term of one year of anybank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime - 1” or “A3”or better by Moody’s and “A-1” or “A” or better by Standard & Poor’s.

(j) Repurchase agreements provide for the transfer of securities from a dealer bank orsecurities firm (seller/borrower) to a municipal entity (buyer/lender), and the transfer of cash from amunicipal entity to the dealer bank or securities firm with an agreement that the dealer bank orsecurities firm will repay the cash plus a yield to the municipal entity in exchange for the securitiesat a specific date. Repurchase Agreements for 30 days which satisfy follow the following criteria:

(1) Repos must be between the municipal entity and a dealer bank orsecurities firm

- Primary dealers on the Federal Reserve reporting dealer list whichare rated “A” or better by Standard & Poor’s and Moody’s, or

- Banks rated “A” or above by Standard & Poor’s and Moody’s.(2) The written repo contract must include the following:

- Securities which are acceptable for transfer are: (i) Direct U.S.governments, or (ii) Federal agencies backed by the full faith and credit of theU.S. government (and FNMA & FHLMC)

- The term of the repo may be up to 30 days- The collateral must be delivered to the municipal entity, trustee (if

trustee is not supplying the collateral) or third party acting as agent for the trustee(if the trustee is supplying the collateral) before/simultaneous with payment(perfection by possession of certificated securities)

- Valuation of Collateral: The securities must be valued weekly,marked-to-market at current market price plus accrued interest. The value ofcollateral must be equal to 104% of the amount of cash transferred by themunicipal entity to the dealer bank or security firm under the repo plus accruedinterest. If the value of securities held as collateral slips below 104% of the valueof cash transferred by municipality, then additional cash and/or acceptablesecurities must be transferred. If, however, the securities used as collateral areFNMA or FHLMC, then the value of collateral must equal 105%.

- Legal opinion which must be delivered to the municipal entity: Repomeets guidelines under state law for legal investment of public funds.

“Person” means any natural person, corporation, limited liability company, partnership, firms jointventure, association, joint-stock company, trust, unincorporated organization, or government or any agencyor political subdivision thereof or other public body.

“Project Fund” means the fund by that name created under the Note Ordinance.

“Purchaser” means the original purchaser or purchasers of the Notes.

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“Rebate Fund” means the fund by that name created under the Note Ordinance.

“Record Date” for the interest payable on any Interest Payment Date means the fifteenth day(whether or not a Business Day) of the calendar month immediately preceding such Interest Payment Date.

“Representation Letter” means any applicable Representation Letter from the County or thePaying Agent to DTC with respect to the Notes.

“Special Record Date” means the date fixed by the Paying Agent pursuant to the Note Ordinancefor the payment of Defaulted Interest.

“Standard & Poor’s” means Standard & Poor’s Rating Group, a division of The McGraw-HillCompanies, Inc., a corporation organized and existing under the laws of the State of New York, itssuccessors and assigns, and, if such corporation shall be dissolved or liquidated or shall no longer performthe functions of a securities rating agency, “Standard & Poor’s” shall mean any other nationally recognizedsecurities rating agency designated by the County by notice to the Paying Agent.

“State” means the State of Missouri.

“Tax Compliance Agreement” means the Tax Compliance Agreement with respect to the Notes,dated as of the date of issuance of the Notes, by the County, as amended and supplemented in accordancewith the provisions thereof.

“United States Government Obligations” means direct obligations of, or obligations the timelypayment of the principal and interest of which are fully and unconditionally guaranteed by, the United Statesof America, including evidences of a direct ownership interest in future interest or principal payments onobligations issued or guaranteed by the United States of America, or securities which represent an undividedinterest in such obligations or securities to the extent that the Treasury of the United States of America isultimately responsible for payment thereof, such as stripped interest components of obligations of theResolution Funding Corporation (established by Section 511 of the Financial Institutions Reform, Recoveryand Enforcement Act of 1989, P.L. 101.73, as amended), its successors and assigns, which were stripped bythe Federal Reserve Bank.

Security for the Notes

The Notes shall be special obligations of the County payable solely from the annual appropriationof funds by the County for that purpose. The obligation of the County to make payments into the DebtService Fund and any other obligations of the County to make payments under the Note Ordinance do notconstitute a general obligation or indebtedness of the County for which the County is obligated to levy orpledge any form of taxation, or for which the County has levied or pledged any form of taxation and shallnot be construed to be a debt of the County in contravention of any applicable constitutional, statutory orcharter limitation or requirement, but in each Fiscal Year shall be payable solely from the amountsappropriated therefor (i) out of the income and revenues provided for such year plus (ii) any unencumberedbalances from previous years. Subject to the preceding sentence, the obligations of the County to makepayments under the Note Ordinance and to perform and observe any other covenant and agreementcontained therein shall be absolute and unconditional. The County does not pledge its full faith and creditand is not obligated to levy taxes or resort to any other moneys of the County to pay the principal of andinterest on the Notes.

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Covenant to Request Appropriations

So long as any of the Notes remain Outstanding, the County Executive, Director ofAdministration or any other official of the County at any time charged with the responsibility offormulating budget proposals (i) to include in each annual budget prepared and filed as provided in theNote Ordinance an appropriation of the amount necessary (after taking into account any moneys legallyavailable for such purpose) to pay debt service on the Notes in the next succeeding Fiscal Year, and (ii)to take such further action (or cause the same to be taken) as may be necessary or desirable to assurethe availability of moneys appropriated to pay such debt service on the Notes in the next succeedingFiscal Year.

Funds and Accounts

Creation and Ratification of Funds and Accounts. The following separate funds and accounts arecreated in the County treasury under the Note Ordinance:

(a) Project Fund for Special Obligation Notes (the “Project Fund”).

(b) Debt Service Fund for Special Obligation Notes (the “Debt Service Fund”).

(c) Rebate Fund for Special Obligation Notes (the “Rebate Fund”).

Disposition of Note Proceeds and Other Moneys. The proceeds received from the sale of the Notes,including any premium or accrued interest thereon, shall be deposited simultaneously with the delivery of theNotes as follows:

(a) There shall be deposited in the Debt Service Fund any amount received on account ofaccrued interest on the Notes, to be applied to the payment of interest on the Notes.

(b) There shall be deposited in the Project Fund the remaining proceeds of the Notes.

Project Fund. Money in the Project Fund shall be used by the County solely for the purpose ofpaying and discharging the expenses and obligations properly payable from the General Revenue Fund ofthe County in the County’s fiscal year ending December 31, 2011 and paying costs and expenses incident toissuance of the Notes. Upon completion of paying and discharging the expenses and obligations properlypayable from the General Revenue Fund of the County in the County’s fiscal year ending December 31,2011, as hereinbefore provided, any surplus remaining in the Project Fund shall be transferred and depositedin the Debt Service Fund.

Transfer of Funds and Application of Moneys in Debt Service Fund. The County has covenantedand agreed that from and after the delivery of the Notes and continuing so long as any of the Notes shallremain Outstanding, it will on the day before each Interest Payment Date transfer to the Paying Agent fordeposit in the Debt Service Fund, but solely from and to the extent of moneys then held and appropriated forpayment of the Notes, a sum sufficient to pay the principal of, premium, if any, and interest on the Notes asand when the same become due at Maturity or on any Interest Payment Date. On each Maturity date andInterest Payment Date with respect to the Notes, the Paying Agent will apply the funds in the Debt ServiceFund to pay the interest and premium on and principal of the Notes, as and when the same become due atMaturity and on each Interest Payment Date. If, through lapse of time, or otherwise, the Owners of Notesshall no longer be entitled to enforce payment of their obligations, it shall be the duty of the Paying Agentforthwith to return the applicable funds to the County. All moneys deposited with the Paying Agent shall be

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deemed to be deposited in accordance with and subject to all of the provisions contained in the NoteOrdinance.

Investment of Moneys

Moneys held in any fund or account referred to in the Note Ordinance may be invested by theDirector of Administration of the County pursuant to and in compliance with the Tax ComplianceAgreement in Permitted Investments; provided, however, that no such investment shall be made for a periodextending longer than the date when the moneys invested may be needed for the purpose for which such fundor account was created. The interest accruing and any profit realized from such investments shall becredited to such fund or account, and any loss resulting from such investments shall be charged to such fundor account. The Director of Administration or his or her designee shall sell or present for redemption andreduce to cash a sufficient amount of such Permitted Investments whenever it shall be necessary to providemoneys in any fund or account for the purposes of such fund or account. In determining the amount held inany fund or account under any of the provisions of the Note Ordinance, obligations shall be valued at thelower of the cost or the market value thereof. The Director of Administration or his or her designee shallvalue the obligations held in each fund or account on each Interest Payment Date and if and when theamount held in any fund or account shall be in excess of the amount required by the provisions of the NoteOrdinance, such excess shall be paid and credited to the Debt Service Fund.

Certain Other Covenants and Provisions

Annual Budget. Prior to the commencement of each Fiscal Year, the County will cause a budgetsetting forth the estimated receipts and expenditures of the County for the next succeeding Fiscal Year to beprepared and filed with the Administrative Director. The annual budget will be prepared in accordance withthe laws of the State.

Annual Audit. Promptly after the end of each Fiscal Year, the County will cause an audit of theCounty’s operations for the preceding Fiscal Year to be made by a certified public accountant or firm ofcertified public accountants employed for that purpose and paid by the County. The annual audit will coverin reasonable detail the operation of the County during the Fiscal Year.

Within 30 days after the completion of each such audit, a copy of the annual audit will be filed inthe office of the Administrative Director. The annual audit will be open to examination and inspectionduring normal business hours by any taxpayer, any Owner of the Notes, or anyone acting for or on behalf ofthe taxpayer or Owner.

As soon as possible after the completion of the annual audit, the governing body of the County willreview the annual audit, and if the annual audit shall disclose that proper provision has not been made for allof the requirements of the Note Ordinance and the laws under which the Notes are issued, the County hascovenanted and agreed to promptly cure such deficiency.

Tax Covenant

Subject to the specific qualifications and provisions in the Tax Compliance Agreement, the Countyhas covenanted that it will not take any action or permit any action to be taken or omit to take any action orpermit the omission of any action reasonably within its control which action or omission will cause theinterest on the Notes to be included in gross income for federal income taxation purposes or otherwiseadversely affect the exemption of the interest on the Notes from federal and State of Missouri taxation. Thiscovenant shall survive the payment of the Notes and the termination of the Note Ordinance.

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Remedies

Note Ordinance Constitutes a Contract. The provisions of the Note Ordinance constitute a contractbetween the County and the Owners of the Notes. The Owner or Owners of not less than 10% in principalamount of the Notes at the time Outstanding have the right for the equal benefit and protection of all Ownersof Notes similarly situated:

(1) by mandamus or other suit, action or proceedings at law or in equity to enforce therights of such Owner or Owners against the County and its officials, agents and employees, and torequire and compel duties and obligations required by the provisions of the Note Ordinance or bythe Constitution and laws of the State of Missouri;

(2) by suit, action or other proceedings in equity or at law to require the County, itsofficials, agents and employees to account as if they were the trustees of an express trust; and

(3) by suit, action or other proceedings in equity or at law to enjoin any acts or thingswhich may be unlawful or in violation of the rights of the Owners of the Notes.

Limitation on Rights of Owners. No one or more Owners secured by the Note Ordinance shallhave any right in any manner whatever by his or their action to affect, disturb or prejudice the securitygranted and provided for therein, or to enforce any right thereunder, except in the manner provided in theNote Ordinance, and all proceedings at law or in equity shall be instituted, had and maintained for the equalbenefit of all Owners of such Outstanding Notes.

Remedies Cumulative. No remedy conferred upon the Owners in the Note Ordinance is intended tobe exclusive of any other remedy, but each such remedy shall be cumulative and in addition to every otherremedy and may be exercised without exhausting and without regard to any other remedy conferred herein.No waiver of any default or breach of duty or contract by the Owner of any Note shall extend to or affectany subsequent default or breach of duty or contract or shall impair any rights or remedies consequentthereon. No delay or omission of any Owner to exercise any right or power accruing upon any default shallimpair any such right or power or shall be construed to be a waiver of any such default or acquiescencetherein. Every substantive right and every remedy conferred upon the Owners of the Notes by the NoteOrdinance may be enforced and exercised from time to time and as often as may be deemed expedient. Incase any suit, action or proceedings taken by any Owner on account of any default or to enforce any right orexercise any remedy shall have been discontinued or abandoned for any reason, or shall have beendetermined adversely to such Owner, then, and in every such case, the County and the Owners of the Notesshall be restored to their former positions and rights under the Note Ordinance, respectively, and all rights,remedies, powers and duties of the Owners shall continue as if no such suit, action or other proceedings hadbeen brought or taken.

No Acceleration. Notwithstanding anything in the Note Ordinance to the contrary, the Notes arenot subject to acceleration upon the occurrence of an event of default thereunder.

No Obligation to Levy Taxes. Nothing in the Note Ordinance imposes any duty or obligation onthe County to levy any taxes either to meet any obligation incurred under the Note Ordinance or to pay theprincipal of or interest on the Notes.

Defeasance

When the principal of, premium, if any, and interest on all the Notes shall have been paid inaccordance with their terms or provision has been made for such payment, as provided in the Note

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Ordinance, and provision shall also be made for paying all other sums payable thereunder, including the feesand expenses of the Paying Agent to the date of retirement of the Notes, and all sums payable according tothe provisions of the Tax Compliance Agreement, then the requirements contained in the Note Ordinance,except as otherwise provided in the Note Ordinance and all other rights granted hereby shall terminate,cease, determine and be void, and thereupon the Paying Agent shall execute, acknowledge and deliver to theCounty such instruments of satisfaction and discharge or release as the County shall request to evidencesuch release and the satisfaction and discharge of the Note Ordinance and shall transfer all amountsremaining in the funds and accounts created hereby to the County except funds or securities in which suchmoneys are invested and held by the Paying Agent for the payment of the principal of, premium, if any, andinterest on the Notes and any funds or securities in which such moneys are invested and held by the PayingAgent for payment of rebate payments required under Section 148(f) of the Code.

Notes shall be deemed to be paid within the meaning of the Note Ordinance when payment of theprincipal of and the applicable redemption premium, if any, on such Notes, plus interest thereon to the duedate thereof (whether such due date is by reason of maturity or upon redemption as provided in the NoteOrdinance, or otherwise), either (i) shall have been made or caused to be made in accordance with the termsthereof, or (ii) provision therefor shall have been made by depositing with the Paying Agent, or other banklocated in the State of Missouri and having full trust powers, at or prior to the maturity or redemption date ofsaid Notes, in trust for and irrevocably appropriated thereto, (1) moneys sufficient to make such payment or(2) noncallable Defeasance Obligations, maturing as to principal and interest in such amounts and at suchtimes as will ensure the availability of sufficient moneys to make such payment; provided, however, thatthere shall be filed with the Paying Agent a verification report of a nationally recognized independentcertified accounting firm that the moneys or Defeasance Obligations escrowed are sufficient to ensure theavailability of sufficient moneys to make such payments when due and an opinion of Bond Counsel to theeffect that so providing for the payment of any Notes will not adversely affect the tax treatment of the Notesfor State of Missouri income tax purposes. At such time as a Note shall be deemed to be paid under theNote Ordinance, as aforesaid, such Note shall no longer be secured by or be entitled to the benefits of theNote Ordinance, except for the purposes of any such payment from such moneys or Defeasance Obligations.

Notwithstanding the foregoing, in the case of Notes which by their terms may be redeemed prior tothe stated maturities thereof, no deposit of cash or Defeasance Obligations shall be deemed a payment ofsuch Notes as aforesaid until, as to all such Notes which are to be redeemed prior to their respective statedmaturities, the County shall have irrevocably elected to redeem such Notes and proper notice of suchredemption shall have been given in accordance with the Note Ordinance or irrevocable instructions shallhave been given to the Paying Agent to give such notice.

Notwithstanding any provision of the Note Ordinance which may be contrary to the defeasanceprovisions of the Note Ordinance, all moneys or Defeasance Obligations set aside and held in trust pursuantto the provisions of the defeasance provisions of the Note Ordinance for the payment of Notes (includingpremium thereon, if any) and interest thereon shall be and are hereby irrevocably appropriated for and shallbe applied to and be used solely for the payment of the particular Notes (including premium thereon, if any)and interest thereon with respect to which such moneys and Defeasance Obligations have been so set asidein trust.

Amendments to the Note Ordinance

The rights and duties of the County and the Noteowners, and the terms and provisions of the Notesor of the Note Ordinance, may be amended or modified at any time in any respect by ordinance of theCounty with the consent of the Owners of not less than a majority in principal amount of the Notes thenOutstanding, such consent to be evidenced by an instrument or instruments executed by such Owners and

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duly acknowledged or proved in the manner of a deed to be recorded, and such instrument or instrumentsshall be filed with the Administrative Director, but no such modification or alteration shall:

(a) extend the maturity of any payment of principal or interest due upon any Note;(b) effect a reduction in the amount which the County is required to pay by way of

principal of or interest on any Note;(c) permit preference or priority of any Notes over any other Notes; or(d) reduce the percentage in principal amount of Notes required for the written

consent to any modification or alteration of the provisions of the Note Ordinance.

Any provision of the Notes or of the Note Ordinance may, however, be amended or modified byordinance duly adopted by the governing body of the County at any time in any respect with the writtenconsent of the Owners of all of the Notes at the time Outstanding.

Without the consent of Noteowners, the County may amend or supplement the Note Ordinance forthe purpose of curing any formal defect, omission, inconsistency or ambiguity therein or in connection withany other change therein which is not materially adverse to the interests of the Noteowners.

Every amendment or modification of the provisions of the Notes or of the Note Ordinance, to whichthe consent of the Noteowners is given, as above provided, shall be expressed in an ordinance adopted bythe governing body of the County amending or supplementing the provisions of the Note Ordinance and shallbe deemed to be a part of the Note Ordinance. A certified copy of every such amendatory or supplementalordinance, if any, and a certified copy of the Note Ordinance shall always be kept on file in the office of theAdministrative Director, and shall be made available for inspection by the Owner of any Note or aprospective purchaser or Owner of any Note authorized by the Note Ordinance, and upon payment of thereasonable cost of preparing the same, a certified copy of any such amendatory or supplemental ordinance orof the Note Ordinance will be sent by the Administrative Director to any such Noteowner or prospectiveNoteowner. It shall not be necessary to note on any of the Outstanding Notes any reference to suchamendment or modification.

Appendix D

BOOK-ENTRY-ONLY SYSTEM


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Appendix D

BOOK-ENTRY-ONLY SYSTEM

The information in this section concerning The Depository Trust Company (“DTC”) and DTC’sbook-entry system has been obtained from sources that the County and the Underwriter believe to bereliable, but neither the County nor the Underwriter takes any responsibility for the accuracy thereof, andneither the DTC Direct Participants, the Indirect Participants nor the Beneficial Owners should rely onthe foregoing information with respect to such matters but should instead confirm the same with DirectParticipants or Indirect Participants, as the case may be.

General. Ownership interest in the Notes will be available to purchasers only through a book-entry-only system (the “Book-Entry-Only System”) maintained by The Depository Trust Company(“DTC”), New York, New York, which will act as securities depository for the Notes. The Notes will beissued as fully-registered Notes registered in the name of Cede & Co. (DTC’s partnership nominee) or suchother name as may be requested by an authorized representative of DTC. The following discussion will notapply to any Notes issued in certificate form due to the discontinuance of the DTC Book-Entry-OnlySystem, as described below. One fully-registered Note certificate will be issued for the Notes, in theaggregate principal amount of such issue, and will be deposited with DTC.

DTC and its Participants. DTC, the world’s largest depository, is a limited-purpose trust companyorganized under the New York Banking Law, a “banking organization” within the meaning of theNew York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within themeaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to theprovisions of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds and providesassets servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debtissues, and money market instruments (from over 100 countries) that its participants (“Direct Participants”)deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales andother securities transactions in deposited securities, through electronic computerized book-entry transfersand pledges between Direct Participants’ accounts. This eliminates the need for physical movement ofsecurities 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-ownedsubsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company forDTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which areregistered clearing agencies. DTC is owned by the users of its regulated securities. Access to the DTCsystem is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trustcompanies and clearing corporations that clear through or maintain a custodial relationship with a DirectParticipant, either directly or indirectly (“Indirect Participants”). DTC has Standard and Poor’s highestrating: AAA. The DTC Rules applicable to its Direct Participants are on file with the Securities andExchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org.

Purchase of Ownership Interests. Purchases of the Notes under the DTC system must be made byor through Direct Participants, which will receive a credit for the Notes on DTC’s records. The ownershipinterest of each actual purchaser of each Note (the “Beneficial Owner”) is in turn to be recorded on theDirect Participants’ and Indirect Participants’ records. Beneficial Owners will not receive writtenconfirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive writtenconfirmations providing details of the transaction, as well as periodic statements of their holdings, from theDirect or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers ofownership interests in the Notes are to be accomplished by entries made on the books of Direct and IndirectParticipants acting on behalf of Beneficial Owners.

Beneficial Owners will not receive certificates representing their ownership interests in the Notes,except in the event that use of the book-entry-only system for the Notes is discontinued.

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Transfers. To facilitate subsequent transfers, all Notes deposited by Direct Participants with DTCare registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may berequested by an authorized representative of DTC. The deposit of Notes with DTC and their registration inthe name of Cede & Co. or other DTC nominee do not effect any change in beneficial ownership. DTC hasno knowledge of the actual Beneficial Owners of the Notes; DTC’s records reflect only the identity of theDirect Participants to whose accounts such Notes are credited, which may or may not be the BeneficialOwners. The Direct and Indirect Participants will remain responsible for keeping account of their holdingson behalf of their customers.

Notices. Conveyance of notices and other communication by DTC to Direct Participants, by DirectParticipants to Indirect Participants, and by Direct Participants and Indirect Participants to BeneficialOwners will be governed by arrangements among them, subject to any statutory or regulatory requirementsas may be in effect from time to time. Redemption notices shall be sent to DTC. If less than all of the Notesare being redeemed, DTC’s practice is to determine by lot the amount of the interest of each DirectParticipant in such issue to be redeemed.

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

Payments of Principal and Interest. Principal and interest payments on the Notes and redemptionproceeds will be made to Cede & Co., or such other nominee as may be requested by an authorizedrepresentative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt offunds holdings shown on DTC’s records. Payments by Direct Participants’ accounts upon DTC’s receipt offunds and corresponding detail information from the Paying Agent on payable date in accordance with theirrespective holdings shown on DTC’s records. Payments by Direct Participants to Beneficial Owners will begoverned by standing instructions and customary practices, as is the case with securities held for theaccounts of customers in bearer form or registered in “street name,” and will be the responsibility of suchDirect Participant and not of DTC, the Paying Agent or the County, subject to any statutory and regulatoryrequirements as may be in effect from time to time. Payment of principal and interest and redemptionproceeds to Cede & Co. (or other such nominee as may be requested by an authorized representative ofDTC) is the responsibility of the Paying Agent, disbursement of such payments to Direct Participants will bethe responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be theresponsibility of Direct Participants and Indirect Participants.

Discontinuation of Book-Entry-Only System. DTC may discontinue providing its services assecurities depository with respect to the Notes at any time by giving reasonable notice to the County or thePaying Agent. Under such circumstances, in the event that a successor securities depository is not obtained,Notes are required to be printed and delivered.

The County may decide to discontinue the system of book-entry-only transfers through DTC (or asuccessor securities depository). In such event, the Notes are to be printed and delivered.

None of the County, the Underwriter or the Paying Agent will have any responsibility orobligations to any Direct Participants or Indirect Participants or the persons for whom they act withrespect to (i) the accuracy of any records maintained by DTC or any such Direct Participant or IndirectParticipant; (ii) the payment by any Direct Participant or Indirect Participant of any amount due to anyBeneficial Owner in respect of the principal of, premium, if any, or interest on the Notes; (iii) the deliveryby any such Direct Participant or Indirect Participant of any notice to any Beneficial Owner that isrequired or permitted under the terms of the Note Ordinance to be given to Noteholders; (iv) the selectionof the Beneficial Owners to receive payment in the event of any partial redemption of the Notes; or(v) any consent given or other action taken by DTC as Noteholder.

Appendix E

REGISTRATION, TRANSFER AND EXCHANGE OF NOTES


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Appendix E

REGISTRATION, TRANSFER AND EXCHANGE OF NOTES

Any Note may be transferred only upon the note register upon surrender thereof to the Paying Agentduly endorsed for transfer or accompanied by an assignment duly executed by the Owner or his attorney orlegal representative in such form as shall be satisfactory to the Paying Agent. Upon any such transfer, theCounty shall execute and the Paying Agent shall authenticate and deliver in exchange for such Note a newfully registered Note or Notes, registered in the name of the transferee, of any denomination ordenominations authorized by the Note Ordinance. Any Note, upon surrender thereof at the principalcorporate trust office of the Paying Agent, together with an assignment duly executed by the Owner or theOwner’s attorney or legal representative in such form as shall be satisfactory to the Paying Agent, may, atthe option of the Owner thereof, be exchanged for Notes of any denomination or denominations authorizedby the Note Ordinance, bearing interest at the same rate, and registered in the name of the Owner.

The County or the Paying Agent may make a charge against each Owner requesting a transfer orexchange of Notes for every such transfer or exchange of Notes sufficient to reimburse it for any tax orother governmental charge required to be paid with respect to such transfer or exchange, the cost of printing,if any, each new Note issued upon any transfer or exchange and the reasonable expenses of the County andthe Paying Agent in connection therewith, and such charge shall be paid before any such new Note shall bedelivered. The County or the Paying Agent may levy a charge against an Owner sufficient to reimburse it forany governmental charge required to be paid in the event the Owner fails to provide a correct taxpayeridentification number to the Paying Agent. Such charge may be deducted from amounts otherwise due tosuch Owner.

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