DATE, TIME, PLACE OF MEETING

The Calcasieu Parish School Board met at Combre/Fondel Elementary School, 2115 Fitzenreiter Street, Lake Charles, Louisiana, on Tuesday, December 9, 2003, at 5:00 p.m. The meeting was called to order by Gregory Robert, President. The prayer was led by Rev. Franklin; Sheral LaVergne led the Pledge of Allegiance.

ROLL CALL

The roll was called and the following members were present:

Joe A. Andrepont, Billy Breaux, Dale B. Bernard, Clara F. Duhon, Jay L. Duhon, John M. Falgout, Rev. J.L. Franklin, James W. Karr, Sr., Bryan LaRocque, Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, Dr. Edward Stephens, Philip Tarver and R.L. Webb.

MINUTES APPROVED

On motion by Mr. Andrepont, seconded by Mr. Breaux and unanimously carried, the minutes of the regular meeting of November 18, 2003, were approved as presented.

Supplemental Agenda

By general consent the Supplemental Agenda was included as part of the regular agenda.

PRESENTATIONS

Fulbright Memorial Fund (FMF) Teacher Program

Assistant Principal Veronica Harts of Prien Lake Elementary School presented an overview of her trip to Japan and highlighted on the following:

FMF allows distinguished primary and secondary school teachers and administrators in the U.S. to travel to Japan for 3-weeks in an effort to promote greater intercultural understanding between the two nations.
The program is sponsored by the Government of Japan and was launched to commemorate the 50^th anniversary of the U.S. government Fulbright Program, which has enabled more than 6,000 Japanese citizens to study in the U.S. on Fulbright fellowships for graduate education and research.
Mrs. Harts was selected from among a national pool of over 2,500 applicants. In October, she traveled with 200 educators from the United States to Tokyo, Japan.
Highlights of Mrs. Harts’ travel included a visit to Tenmacho Elementary, Ando Junior High, Shizuoka Commercial High School and Sakuradai Kindergarten School as well as a short home stay with her host family, Mitsuko and Koji Matsui.

Ø Sakuradai Kindergarten School – Japanese Kindergarten consist of children ages, 3, 4 and 5.

Ø Tenmachol Elementary School – Students are responsible for serving lunch, cleaning after lunch and daily chores at the school.

Ø Ando Junior High School – though education is compulsory through age 15, most Japanese middle school students attend high school. Middle school students must test into a high school.

After a brief question and answer session, the Board congratulated Mrs. Harts and commended her leadership skills and her dedication to the education of the students in Calcasieu Parish.

Mrs. Harts thanked the Board for the opportunity to share with them her experience in Japan. She encouraged all educators who are interested in participating in the 2004 FMF Program to Japan to contact www.iie.org/fmf for more information.

LACUE Award

Dolores Hicks, Administrative Director of Elementary Schools, introduced the 2003 LACUE Administrator of the Year, Principal Betty Sims of John J. Johnson, II Elementary School. Mrs. Sims stated that it was a privilege to be the recipient of the 2003 Louisiana Association of Computer Users Administrator of the Year. The Board commended Mrs. Sims for this outstanding award.

It was the consensus of the Board to place item XII, Condolences/Recognitions, preceding Presentations.

CONDOLENCES/RECOGNITIONS

Mr. Andrepont requested a letter of condolence to the family of Billy Moses. Mr. Moses was an educator and leader in education for over thirty years.

Ms. LaVergne commended Mr. Winey, Carolane Citizen, faculty and staff for hosting the Board meeting at the new facility, Combre/Fondel Elementary School. She also extended her appreciation to Mrs. Beloney and the food service staff for the wonderful meal.

Mr. Andrepont expressed his appreciation to Mr. Winey, Mrs. Citizen and Mrs. Beloney for hosting the Board meeting at Combre/Fondel. He also requested a letter of congratulations to the W.W. Lewis Middle School Chess Team for being named the National Chess Champions.

Rev. Franklin requested certificates of recognition for Judge Carter, Judge Thibodeaux and Judge Gray for their public service. He extended an invitation to the Board to attend the celebration honoring the judges at 5:00 on Sunday at the Knights of Peter Claver Hall.

Mr. LaRocque requested a congratulatory letter to the Sam Houston High School football team for reaching the state semi-final category. He announced that this is the first time in the history of Sam Houston that they have progressed to this level.

Mr. Falgout extended his appreciation to Chuck Flowers for his expertise in connecting the electronic and technical devices for the meeting.

Mr. Robert expressed his appreciation for the hospitality displayed by food service Mr. Winey, faculty and staff.

Mr. Karr commended DeQuincy High School for their exemplary rating.

It was the consensus of the Board to place agenda item VII, Take Appropriate Action A & B, after Recognitions/Condolences.

TAKE APPROPRIATE ACTION

Resolution Authorizing the Sale of School District Number 33 Bonds

SEQ CHAPTER \h \r 1 Lake Charles, Louisiana

December 9, 2003

The Parish School Board of Calcasieu Parish, Louisiana, met in public session at 5:00 o’clock p.m. on Tuesday, December 9, 2003, at Combre/Fondel Elementary School, 2115 Fitzenreiter, Lake Charles, Louisiana, pursuant to the provisions of written notice given to each and every member thereof and duly posted in the manner required by law.

Gregory P. Robert, President called the meeting to order and on roll call, the following members were present:

Joe A. Andrepont, Dale B. Bernard, Billy Breaux, Clara F. Duhon, Jay L. Duhon, John M. Falgout, Rev. J. L. Franklin, James W. Karr, Sr., Bryan LaRocque, Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, Dr. Edward Stephens, Phillip Tarver, and R. W. Webb

ABSENT: None

The President stated that one purpose of the meeting was the opening of sealed bids received for the purchase of $10,000,000 of General Obligation Public School Improvement Bonds of School District No. 33 of Calcasieu Parish, Louisiana, 2004 Series (the “Bonds”).

The President presented affidavits evidencing proper publication of the Notice of Sale of the Bonds, said affidavits indicating that the Notice of Sale had been published in the Southwest Daily News, a newspaper published in Calcasieu Parish, and of general circulation in School District No. 33 of Calcasieu Parish, Louisiana, on November 25, 2003 (such publication having been made at least seven (7) clear calendar days before the date scheduled for the receipt of bids), and also published in the Daily Journal of Commerce, a financial newspaper or journal containing a section devoted to municipal bond news published in the City of New Orleans, Louisiana on November 25, 2003 (which publication was made at least forty-eight (48) hours in advance of the date scheduled for the receipt of bids). The affidavits were approved and were ordered filed with the minutes of said meeting.

The President then presented the sealed bids for the purchase of the Bonds of School District No. 33 of Calcasieu Parish, Louisiana, which had been received, which bids were opened and found to be as follows:

EFFECTIVE

NAME OF BIDDER INTEREST RATE PREMIUM

1. Morgan Keegan & Company, Inc. 4.256695% -0-

New Orleans, Louisiana

2. A. G. Edwards & Sons, Inc. 4.266392% -0-

St. Louis, Missouri

3. Stephens Inc. 4.290951% $2,848.70

Little Rock, Arkansas

Upon verification, it was determined that the bid of Morgan Keegan & Company, Inc., of New Orleans, Louisiana, was the lowest and best bid submitted for the purchase of the Bonds, whereupon the following resolution was introduced and, pursuant to motion made by Mr. Webb and seconded by Mr. Falgout, was adopted by the following vote:

YEAS: Mr. Andrepont, Mr. Bernard, Mr. Breaux, Mrs. Duhon, Mr. Duhon, Mr. Falgout, Rev. Franklin, Mr. Karr, Mr. LaRocque, Ms. LaVergne, Mr. Pitre, Dr. Stephens, Mr. Tarver, and Mr. Webb

NAYS: None

ABSENT: None

NOT VOTING: President Robert

RESOLUTION

A RESOLUTION PROVIDING FOR THE ISSUANCE OF $10,000,000 GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS OF SCHOOL DISTRICT NO. 33 OF CALCASIEU PARISH, LOUISIANA, 2004 SERIES; CONFIRMING THE SALE THEREOF; AND PROVIDING FOR THE LEVY OF TAXES FOR THE PAYMENT OF PRINCIPAL THEREOF AND INTEREST THEREON.

WHEREAS, pursuant to a resolution adopted by the Calcasieu Parish School Board, governing authority of School District No. 33 of Calcasieu Parish, Louisiana (the “Issuer”) on February 19, 2002, and in conformity with notice duly published in compliance with law, there was held in School District No. 33 of Calcasieu Parish, Louisiana, on May 4, 2002, a special election at which there was submitted to the qualified electors of said district the following proposition:

BOND PROPOSITION

SUMMARY: AUTHORITY FOR SCHOOL DISTRICT NO. 33 OF CALCASIEU PARISH, LOUISIANA, TO ISSUE NOT EXCEEDING $29,600,000 OF UP TO 20-YEAR PUBLIC SCHOOL IMPROVEMENT BONDS FOR ACQUIRING AND/OR IMPROVING SCHOOL BUILDINGS AND OTHER SCHOOL RELATED FACILITIES WITHIN THE DISTRICT, SAID BONDS TO BE PAYABLE FROM AD VALOREM TAXES.

Shall School District No. 33 of Calcasieu Parish, Louisiana, incur debt and issue bonds in an amount not exceeding $29,600,000 for a period not to exceed twenty (20) years from the date thereof, with interest at a rate not exceeding nine (9%) percent per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds, purchasing, erecting, enlarging and/or improving school buildings and other school related facilities within and for said School District, and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which said bonds shall be retired with, paid from and secured by ad valorem taxes on all taxable property within the limits of School District No. 33 of Calcasieu Parish, Louisiana, sufficient in rate and amount to pay said bonds in principal and interest?

and

WHEREAS, pursuant to said resolution calling said special election, and the notice of said election, the Calcasieu Parish School Board as the governing authority (the “Governing Authority”) of School District No. 33 of Calcasieu Parish, Louisiana (the “Issuer”), did on May 7, 2002, meet in open session and canvass the returns of said election and did declare said election to have resulted in favor of said proposition; and

WHEREAS, the Governing Authority now deems it in the public interest to authorize the issuance and delivery of $10,000,000 General Obligation Public School Improvement Bonds of School District No. 33 of Calcasieu Parish, Louisiana, 2004 Series;

WHEREAS, the Governing Authority deems it to be in the public interest that it accept the lowest and best bid received for the purchase of the Bonds reflected above, together with the good faith check which accompanies such bid;

WHEREAS, pursuant to Notice of Sale duly published, the Bonds have been sold to Morgan Keegan & Company, Inc., of New Orleans, Louisiana, at the price of not less than par and accrued interest to date of delivery, the bid of said purchaser being in full as follows:

We offer to purchase TEN MILLION AND NO/100 ($10,000,000) DOLLARS General Obligation Public School Improvement Bonds of School District No. 33 of Calcasieu Parish, Louisiana, 2004 Series, in the initial denominations of one Bond for each maturity, with transfers in multiples of $5,000.00, bearing interest payable semi-annually on January 15 and July 15 of each year, beginning January 15, 2005, maturing serially, WITH OPTION OF PRIOR PAYMENT, all in accordance with the Notice of Bond Sale and Official Statement, all the terms and conditions of which by reference are made a part hereof, and bearing interest at rates as follows, viz:

MATURITY PRINCIPAL INTEREST MATURITY PRINCIPAL INTEREST

DATE AMOUNT RATE PER DATE AMOUNT RATE PER

(Jan. 15) ANNUM (Jan. 15) ANNUM

2003 300,000.00 7.000% 2013 490,000.00 3.800%

2004 320,000.00 7.000% 2014 520,000.00 4.000%

2005 335,000.00 7.000% 2015 540,000.00 4.000%

2006 350,000.00 7.000% 2016 570,000.00 4.150%

2007 365,000.00 4.700% 2017 600,000.00 4.200%

2008 385,000.00 3.000% 2018 630,000.00 4.300%

2009 405,000.00 3.100% 2019 660,000.00 4.400%

2010 430,000.00 3.350% 2020 695,000.00 4.450%

2011 445,000.00 3.500% 2021 725,000.00 4.550%

2012 470,000.00 3.625% 2022 765,000.00 4.625%

We will pay the principal sum of TEN MILLION AND NO/100 ($10,000,000) DOLLARS, together with accrued interest from the date of the Bonds to the date of delivery, plus a premium in the amount of $ -0- .

For your information, we calculate the lowest effective interest rate to School District No. 33 to be 4.256695 %, said rate to be determined in accordance with the “True” or “Canadian” interest cost method of calculation by doubling the semiannual interest rate (compounded semiannually) necessary to discount the debt service payments from the payment dates to the date of the Bonds and to the price bid, excluding the accrued interest from the date of the Bonds to the date of their delivery.Bonds bid for herein will be delivered and shall be paid for on or about January 21, 2004 at such place in Louisiana, and on such business day and at such hour, as the Issuer shall fix on five business days’ notice to the successful bidder, or at such other place and time as may be agreed upon with the successful bidder, it being understood that School District No. 33 will furnish to us, free of charge, at the time of delivery of the Bonds, the qualified approving legal opinion of Joseph A. Delafield, A Professional Corporation, of Lake Charles, Louisiana, and a certified transcript of this proceeding.

In accordance with the Notice of Bond Sale, we enclose herewith (certified) (cashier's) check(s) number(s) 00034815 drawn on Whitney National Bank of New Orleans, LA , in the amount of TWO HUNDRED THOUSAND AND NO/100 ($200,000.00) DOLLARS, which is tendered as evidence of our good faith in accordance with and under the provisions of the Official Statement and of the Notice of Bond Sale. Said check shall be returned to the undersigned upon award of the Bonds, provided this proposal is not accepted; otherwise, to be retained uncashed by School District No. 33 of Calcasieu Parish, Louisiana, and returned upon delivery of the Bonds and payment therefor, or to be cashed and forfeited as and for full liquidated damages in case of the failure of the undersigned to make such payment.

We acknowledge and understand the Bonds are not designated as “qualified tax-exempt obligations” pursuant to Section 265(b)(3)(B) of the Internal Revenue Code of 1986.

This bid complies with the terms stipulated in the aforesaid Notice of Bond Sale, the receipt of which Notice of Bond Sale is hereby acknowledged.

NOW THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, governing authority of School District No. 33 of Calcasieu Parish, Louisiana, as follows:

SECTION 1. Definitions. As used herein the following terms shall have the following meanings, unless the context otherwise requires:

“Agreement” means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Resolution.

“Bond” means any 2004 Series Bonds of the Issuer authorized to be issued by this Resolution, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any bond previously issued.

“Bond Register” means the record kept by the Paying Agent at its principal corporate office in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.

“Bonds” means the General Obligation Public School Improvement Bonds, 2004 Series of the Issuer, authorized by this Resolution, in the total aggregate principal amount of Ten Million Dollars ($10,000,000).

“Business Day” means a day of the year other than a day on which banks in the city in which the Paying Agent is located are required or authorized to remain closed or the New York Stock Exchange is closed.

“Code” means the Internal Revenue Code of 1986, as amended.

“Debt Service Fund” shall have the meaning ascribed to such term in Section 10 hereof.

“Defeasance Obligations” shall mean (a) cash, or (b) non-callable Government Securities.

“Executive Officers” means, collectively, the President and Secretary of the Governing Authority.

“Governing Authority” means the Calcasieu Parish School Board.

“Government Securities” means direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, which are non-callable prior to their maturity, and may be United States Treasury obligations such as the State and Local Government Series and may be in book-entry form.

“Interest Payment Dates” means January 15 and July 15 of each year beginning January 15, 2005.

“Issuer” means School District No. 33 of Calcasieu Parish, Louisiana.

“Outstanding” when used with respect to the Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Resolution, except:

1. Bonds theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation.

2. Bonds for which payment or redemption sufficient funds have been theretofore deposited in trust for the Owners of such Bonds, provided that, if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Resolution or waived.

3. Bonds in exchange for or in lieu of which other bonds have been registered and delivered pursuant to this Resolution.

4. Bonds alleged to have been mutilated, destroyed, lost, or stolen, which have been paid as provided in this Resolution or by law.

5. Bonds for the payment of principal (or redemption price, if any) of and interest on which money or Government Securities or both are held in trust with the effect specified in this Resolution.

“Owner” or “Owners” or “Registered Owner” when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register, as herein provided.

“Paying Agent” means Argent Trust, a Division of National Independent Trust Company, in Ruston, Louisiana, until a successor Paying Agent shall have been appointed pursuant to the applicable provisions of this Resolution, and thereafter “Paying Agent” shall mean such successor Paying Agent.

“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof.

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

“Record Date” for the interest payable on any Interest Payment Date means the first calendar day of the month in which an Interest Payment is due, whether or not such day is a Business Day.

“Resolution” means this Resolution authorizing issuance of the Bonds.

SECTION 2. Authorization of Bonds; Maturities. In compliance with and under the authority of the provisions of Article VI, Section 33 and Article VII, Section 26(E) of the Constitution of the State of Louisiana of 1974, as amended, and those portions of Part II of Article VII of the Constitution of 1974 of the State of Louisiana not repealed by the 1977 Louisiana Legislature, and Sub-Part A, Part III, Chapter 4, Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and constitutional and statutory authority supplemental thereto, and pursuant to proceedings regularly and legally taken by the Issuer, and a special election held within the Issuer on May 4, 2002, there is hereby authorized the incurring of an indebtedness of Ten Million Dollars ($10,000,000) for, and on behalf of and in the name of the Issuer, for the purpose of acquiring and/or improving school buildings and other school related facilities within and for the Issuer, and acquiring the necessary equipment and furnishings therefor, a work of public improvement, title to which school improvements shall be in the public, and to pay the cost of issuance of the Bonds, and to represent said indebtedness this Governing Authority does hereby authorize issuance of Ten Million Dollars ($10,000,000) of General Obligation Public School Improvement Bonds, 2004 Series, of the Issuer. The Bonds shall be in fully registered form, shall be dated January 15, 2004, shall be issued in the denomination of Five Thousand Dollars ($5,000) each, or any integral multiple thereof within a single maturity, and shall be numbered consecutively from R-001 upward and shall mature in the years and in the principal amounts set out in the following schedule. The unpaid principal of the Bonds shall bear interest from date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on each Interest Payment Date, commencing January 15, 2005, at rates of interest of not to exceed 9% per annum, as determined by receipt of sealed bids pursuant to advertisement, and maturing in the principal amounts as set out in the following schedule:

MATURITY PRINCIPAL INTEREST MATURITY PRINCIPAL INTEREST

DATE AMOUNT RATE PER DATE AMOUNT RATE PER

(Jan. 15) ANNUM (Jan. 15) ANNUM

2003 300,000.00 7.000% 2013 490,000.00 3.800%

2004 320,000.00 7.000% 2014 520,000.00 4.000%

2005 335,000.00 7.000% 2015 540,000.00 4.000%

2006 350,000.00 7.000% 2016 570,000.00 4.150%

2007 365,000.00 4.700% 2017 600,000.00 4.200%

2008 385,000.00 3.000% 2018 630,000.00 4.300%

2009 405,000.00 3.100% 2019 660,000.00 4.400%

2010 430,000.00 3.350% 2020 695,000.00 4.450%

2011 445,000.00 3.500% 2021 725,000.00 4.550%

2012 470,000.00 3.625% 2022 765,000.00 4.625%

The principal of the Bonds, upon maturity or redemption, shall be payable at the principal corporate trust office of the Paying Agent, upon presentation and surrender thereof, and interest on the Bonds shall be payable by check mailed by the Paying Agent to the Registered Owner at the address shown on the Bond Register. The person in whose name any Bond is registered at the close of business on the Record Date with respect to an Interest Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Interest Payment Date) shall be entitled to receive the interest payable with respect to such Interest Payment Date notwithstanding the cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date. Each Bond delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond, and each such Bond will bear interest (as herein set forth) so that neither gain nor loss interest shall result from such transfer, exchange or substitution.

No Bond will be entitled to any right or benefit under this Resolution, or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of registration, substantially in the form provided in this Resolution, executed by the Paying Agent by manual signature.

SECTION 3. Redemption Provisions. Those Bonds maturing in the years 2005 to 2009, inclusive, shall not be subject to redemption prior to maturity. Those Bonds maturing January 15, 2010 and thereafter shall be callable for redemption by the Issuer in full at any time on or after January 15, 2009, or in part in the inverse order of their maturities, and if less than a full maturity then by lot within such maturity, on any Interest Payment Date on or after January 15, 2009, at the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for to the date fixed for redemption.

In the event a Bond to be redeemed is of a principal amount denomination larger than $5,000, a portion of such Bond ($5,000 principal amount or any multiple thereof) may be redeemed. Any Bond which is to be redeemed only in part shall be surrendered at the principal corporate office of the Paying Agent and there shall be delivered to the Owner of such Bond a new Bond or Bonds of the same maturity and of any authorized denomination or denominations as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal amount of the Bond so surrendered. Official notice of such call of any of the Bonds for redemption will be given by means of first class mail, postage prepaid, by notice deposited in the United States mail not less than thirty (30) days prior to the redemption date, addressed to the Owner of each Bond to be redeemed as shown on the Bond Register.

SECTION 4. Exchange of Bonds; Persons Treated as Owners. The Issuer shall cause books for registration and for transfer of the Bonds (the “Bond Register”), as provided in this Resolution to be kept at the principal office of the Paying Agent, and the Paying Agent is hereby constituted and appointed the Registrar for the Bonds. The Bonds may be transferred, registered and assigned, at the expense of the Issuer, only upon the Bond Register upon surrender thereof at the principal office of the Paying Agent and by execution of the assignment form on the Bonds or by other instrument of transfer and assignment in such form as shall be satisfactory to the Paying Agent. A new Bond or Bonds will be delivered by the Paying Agent to the last assignee (the new registered owner) in exchange for such transferred and assigned Bonds within three (3) business days after receipt of the Bonds to be transferred in proper form. Such new Bond or Bonds must be in the principal amount denomination of $5,000 or any integral multiple thereof within a single maturity. Neither the Issuer nor the Paying Agent will be required to issue, register the transfer of or exchange any Bond during a period beginning (i) at the opening of business on the Record Date, or (ii) with respect to any Bond called for redemption prior to maturity during a period beginning at the opening of business fifteen (15) days before the date of mailing of a notice of redemption of such Bond and ending on the date of such redemption. The execution by the Issuer of any fully registered Bond shall constitute full and due authorization of such Bond and the Paying Agent shall thereby be authorized to authenticate, date and deliver such Bond; provided, however, that the principal amount of outstanding Bonds of each maturity authenticated by the Paying Agent shall not exceed the authorized principal amount of Bonds for such maturity less previous retirements, subject to the provisions of Section 18 hereof. The Issuer is authorized to prepare, and the Paying Agent shall keep custody of, multiple Bond blanks executed by the Issuer for use in the transfer and exchange of Bonds.

SECTION 5. Registered Owner. As to any Bond, the Person in whose name the same shall be registered as shown on the Bond Register required by Section 4, shall be deemed and regarded as the absolute Owner thereof for all purposes, and payment of or on account of the principal of and premium, if any, and interest on any such Bond shall be made only to or upon the order of the Registered Owner thereof or his legal representative, and the Issuer and the Paying Agent shall not be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond, including the interest thereon, to the extent of the sum or sums so paid.

SECTION 6. Form of Bonds. The Bonds and the endorsements to appear thereon will be in substantially the following form, to-wit:

(FACE OF BOND)

UNITED STATES OF AMERICA STATE OF LOUISIANA

PARISH OF CALCASIEU

REGISTERED REGISTERED

NO. R-____________ $____________

GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BOND OF

SCHOOL DISTRICT NO. 33 OF

CALCASIEU PARISH, LOUISIANA

2004 SERIES

DATED DATE INTEREST RATE: MATURITY DATE: CUSIP:

January 15, 2004

School District No. 33 of Calcasieu Parish, Louisiana (herein called the “Issuer”), for value received, hereby acknowledges itself indebted and promises to pay to

REGISTERED OWNER:

PRINCIPAL AMOUNT

(Lower Left)

OFFICE OF SECRETARY OF STATE

STATE OF LOUISIANA

BATON ROUGE, LOUISIANA

This Bond secured by a tax. Registered

on the ______ day of January 2004.

____________________________

SECRETARY OF STATE

PAYING AGENT/REGISTRAR’S

CERTIFICATE OF REGISTRATION

This Bond is one of the Bonds referred

to in the within mentioned Bond Resolution.

Argent Trust, a Division of

National Independent Trust Company

in the City of Ruston, Louisiana,

as Paying Agent/Registrar

By:___________________________

Date of Authentication:

(Lower Right)

or registered assigns, on the maturity date set forth above, the principal amount set forth above, together with interest thereon from the date hereof, said interest payable semi-annually on January 15 and July 15 in each year, beginning January 15, 2005, at the interest rate per annum set forth above until said principal sum is paid, unless this Bond has been previously called for redemption and payment shall have been duly made or provided for. The principal of this Bond upon maturity or redemption is payable in lawful money of the United States of America at the principal corporate trust office of Argent Trust, a Division of National Independent Trust Company located in the City of Ruston, Louisiana (the Paying Agent/Registrar), or successor thereto, upon presentation and surrender hereof. Interest on this Bond is payable by check mailed on each interest payment date by the Paying Agent/Registrar to the registered owner (determined as of the first calendar day of the month in which an Interest Payment is due) at the address, as shown on the books of the Paying Agent/Registrar.

REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution defined hereinafter until the Certificate of Registration hereon shall have been signed by the Paying Agent/Registrar.

IN WITNESS WHEREOF, the Calcasieu Parish School Board, acting as the governing authority of School District No. 33 of Calcasieu Parish, Louisiana, has caused this Bond to be executed in its name by the facsimile signatures of its President and Secretary and the impress or imprint hereon of the seal of said School Board, and this Bond to be dated January 15, 2004.

CALCASIEU PARISH SCHOOL BOARD

/s/ [facsimile] /s/ [facsimile]

SECRETARY PRESIDENT

(REVERSE OF BOND)

ADDITIONAL PROVISIONS

This Bond is one of an issue, the Bonds of which are all of like date, tenor and effect, except as to the number, maturity and rate of interest, aggregating in principal the sum of TEN MILLION AND NO/100 ($10,000,000) DOLLARS; said Bonds to mature annually, issued pursuant to a resolution adopted on December 9, 2003, by the Issuer (the “Bond Resolution”), under and by virtue of Article VI, Section 33 and Article VII, Section 26(E) of the Constitution of 1974 of the State of Louisiana, and those portions of Part II of Article VII of the Constitution of 1974 of the State of Louisiana not repealed by the 1977 Louisiana Legislature, and Subpart A of Part III of Chapter 4 of Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter, and pursuant to proceedings regularly and legally taken by the Issuer, for the purpose of acquiring and/or improving lands for building sites and playgrounds, purchasing, erecting, enlarging and/or improving school buildings and other school related facilities within and for the Issuer, and acquiring the necessary equipment and furnishings therefor.

This Bond and the issue of which it forms a part are payable out of the receipt of unlimited ad valorem taxes levied on all properties subject to taxation within School District No. 33 of Calcasieu Parish, Louisiana.

The Paying Agent/Registrar for this issue is Argent Trust, a Division of National Independent Trust Company, Louisiana, Ruston, Louisiana. This Bond shall pass by delivery on the books of the Issuer to be kept for that purpose at the principal corporate trust office of the Registrar and such registration is noted hereon. After such registration no transfer shall be valid unless made on said books at said office by the registered owner in person or by his duly authorized attorney and similarly noted hereon. This Bond may not be discharged from registration by like transfer to bearer. The Issuer and the Registrar may treat the registered owner as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue and shall not be bound by any notice to the contrary.

Those Bonds maturing in the years 2005 to 2009, inclusive, shall not be subject to redemption prior to maturity. Those Bonds, or portions thereof in multiples of $5,000, maturing in the years 2010 to 2024, inclusive, shall be subject to redemption prior to their stated maturities, at the option of the Issuer, in such order as the Issuer may determine and by lot within any maturity, on any interest payment date on or after January 15, 2009, at par and accrued interest to the date fixed for redemption.

Official notice of such call for redemption of any of the Bonds shall be given not less than thirty (30) days prior to the redemption date by means of registered or certified mail by notice deposited in the United States mail addressed to the Paying Agent/Registrar and to the registered owner of each Bond to be redeemed at his address as shown on the registration books of the Paying Agent/Registrar. In the event a Bond is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed.

It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana. It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Bond necessary to constitute the same as a legal, binding and valid obligation of the Issuer, have existed, have happened and have been performed in due time, form and manner as required by law, and that the indebtedness of the Issuer, including this Bond, does not exceed any limitation prescribed by the Constitution and statutes of the State of Louisiana.

ASSIGNMENT

FOR VALUE RECEIVED, , the undersigned, hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney or agent to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated:___________________ NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.

(FORM OF LEGAL OPINION CERTIFICATE -

TO BE PRINTED ON ALL BONDS)

I, the undersigned Secretary of the Calcasieu Parish School Board, governing authority of School District No. 33 of Calcasieu Parish, Louisiana, do hereby certify that the above and foregoing is a true copy of the complete legal opinion of Joseph A. Delafield, A Professional Corporation, Lake Charles, Louisiana, Bond Counsel, the original of which was manually executed, dated and issued as of the date of payment for and delivery of the Bonds of the issue described therein and was delivered to the Original Purchasers thereof. I further certify that an executed copy of the above-referenced legal opinion is on file in my office and that an executed copy thereof has been furnished to the Paying Agent/Registrar for this Bond.

Secretary

SECTION 7. Execution of Bonds. The Bonds shall be signed by the Executive Officers of the Issuer for, on behalf of, in the name of and under the corporate seal of the Issuer, and the Legal Opinion Certificate shall be signed by the Secretary of the Governing Authority, which signatures and corporate seal may be either manual or facsimile and the delivery of any Bond so executed at any time thereafter shall be valid although, before the date of delivery, the persons signing the Bonds cease to hold office.

SECTION 8. Registration with Secretary of State. The Bonds shall be registered with the Secretary of State of the State of Louisiana as provided by law and shall bear the endorsement of the Secretary of State of Louisiana in substantially the form set forth herein, provided such endorsement shall be manually signed only on the Bonds initially delivered to the Purchaser, and any Bonds subsequently exchanged therefor as permitted in this Resolution may bear the facsimile signature of said Secretary of State.

SECTION 9. Pledge of Full Faith and Credit; Tax Levy. The Bonds shall constitute general obligations of the Issuer, and the full faith and credit of the Issuer is hereby pledged to the punctual payment or the Bonds in accordance with the authority of Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, as amended, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, and constitutional and statutory authority supplemental thereto. The Issuer obligates itself and is bound under the terms and provisions of law and the election authorizing the Bonds to impose and collect annually in excess of all other taxes an ad valorem tax on all property subject to taxation within the territorial limits of the Issuer sufficient to pay principal of and interest on the Bonds falling due in each year, said tax to be levied and collected by the same officers, in the same manner and at the same time as other taxes are levied and collected within the territorial limits of the Issuer. The proceeds of such tax shall be devoted and applied to the payment of said interest and principal as such shall become due, and without further action on the part of the Governing Authority, the proper officer or officers are hereby authorized and directed, for the year 2004 and each year thereafter, to include in the annual levy of taxes upon, and to extend upon the assessment rolls against, all taxable property situated within the territorial limits of the Issuer, a sum sufficient to pay the principal of, premium, if any, and interest on the Bonds becoming due the ensuing year. The Issuer shall deposit the avails of said tax in the “Debt Service Fund” herein provided for. Principal or interest falling due at any time when the proceeds of said tax levy may not be available shall be paid from other funds of the Governing Authority, and such funds shall be reimbursed from the proceeds of said taxes when said taxes shall have been collected. The Issuer covenants and agrees with the Purchaser and the Owner of the Bonds that so long as any of the Bonds remain outstanding, the Issuer will take no action or fail to take any action which in any way would adversely affect the ability of the Issuer to levy and collect the foregoing tax levy, and the Issuer and its officers will comply with all present and future applicable laws in order to assure that the foregoing taxes will be levied, extended and collected as provided herein and deposited in the Debt Service Fund established in Section 10 to pay the principal of and interest on the Bonds.

SECTION 10. Debt Service Fund. For the payment of the principal of and the interest on the Bonds, the Issuer will establish a special fund, to be held by the regularly designated fiscal agent of the Issuer (the “Debt Service Fund”), into which the Issuer will deposit the proceeds of the aforesaid special tax and accrued interest on the Bonds. The depository for the Debt Service Fund shall transfer from the Debt Service Fund to the Paying Agent at least one (1) business day in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest falling due on such date.

All moneys deposited with the regularly designated fiscal agent bank or banks of the Issuer or the Paying Agent under the terms of this Resolution shall constitute secured funds for the benefit of the Owners of the Bonds, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of deposits of public funds.

At the written request of the Issuer, all or any part of the moneys in the Debt Service Fund shall be invested in accordance with the provisions of the laws of the State of Louisiana, in which event all income derived from such investments shall be added only to the Debt Service Fund.

Immediately upon issuance of the Bonds, moneys paid to the Issuer by the Purchaser as accrued interest, if any, shall be deposited by the Issuer into the Debt Service Fund and utilized to pay interest on the Bonds on the Interest Payment Date next due.

SECTION 11. Application of Proceeds; 2004 Project Fund. The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Resolution. The proceeds derived from the sale of the Bonds, other than accrued interest upon the Bonds which shall be deposited into the Debt Service Fund in accordance with the provisions of Section 10 hereof, shall be deposited into a fund separate and apart from the general funds of the Governing Authority, namely, the “School District No. 33 Improvement Fund” (the “2004 Project Fund”) hereby created, and disbursements shall be made from the 2002 Project Fund solely and only for the purposes for which the Bonds are being issued and for which the principal proceeds are hereby appropriated.

Earnings, if any, upon the invested proceeds of the Bonds within the 2004 Project Fund shall be maintained within the 2004 Project Fund and utilized solely and only for (i) the purposes for which the Bonds are being issued and/or (ii) payment of any required rebate of excess arbitrage profits to the United States Treasury.

SECTION 12. Bonds Legal Obligations. The Bonds shall constitute legal, binding and valid obligations of the Issuer, and shall be the only representations of the indebtedness as herein authorized and created.

SECTION 13. Resolution a Contract. The provisions of this Resolution and the Bonds shall constitute a contract between the Issuer, or its successor, and the Owner or Owners from time to time of the Bonds and any such Owner or Owners may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by this Governing Authority or the Issuer as a result of issuing the Bonds.

No material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owners of two-thirds (2/3) of the aggregate principal amount of the Bonds then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity or redemption provisions of the Bonds, or a reduction in the rate of interest thereon, or in the amount of the principal obligation thereof, or affecting the obligation of the Issuer to pay the principal of and the interest on the Bonds as the same shall come due from the taxes pledged and dedicated to the payment thereof by this Resolution or reduce the percentage of the Owners required to consent to any material modification or amendment of this Resolution, without the consent of all of the Owners of the Bonds then outstanding.

SECTION 14. Recital of Regularity. This Governing Authority having investigated the regularity of the proceedings had in connection with issuance of the Bonds herein authorized and having determined the same to be regular, the Bonds shall contain the following recital, to-wit:

“It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Louisiana.”

SECTION 15. Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Bond is registered as the Owner of such Bond for the purpose of receiving payment of the principal (and redemption price) of and interest on such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.

SECTION 16. Notices to Owners. Wherever this Resolution provides for notice to Owners of Bonds of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to each Owner of such Bonds, at the address of such Owner as it appears in the Bond Register. In any case where notice to Owners of Bonds is given by mail, neither the failure to mail such notice to any particular Owner of Bonds, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner or Owners entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 17. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already cancelled, shall be promptly cancelled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Bonds previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying Agent. All cancelled Bonds held by the Paying Agent shall be disposed of as directed in writing by the Issuer.

SECTION 18. Mutilated, Destroyed, Lost or Stolen Bonds. If (1) any mutilated Bond is surrendered to the Paying Agent, or the Issuer and the Paying Agent receives evidence to its, satisfaction of the destruction, loss or theft of any Bond, and (2) there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent that such Bond has been acquired by a bona fide purchaser, the Issuer shall, under the authority of Part XI of Chapter 4 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, execute, and upon its request the Paying Agent shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond of the same maturity and of like tenor, interest rate and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon issuance of any new Bond under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Bond shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with all other outstanding Bonds. Any additional procedures set forth in this Resolution, shall also be available with respect to mutilated, destroyed, lost or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds.

SECTION 19. Discharge of Resolution; Defeasance. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owners, the principal of and interest on the Bonds, at the times and in the manner stipulated in this Resolution, then the pledge of the money, securities, and funds pledged under this Resolution and all covenants, agreements, and other obligations of the Issuer to the Owners of the Bonds shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Resolution to the Issuer.

Principal or interest installments for the payment of which money shall have been set aside and shall be held in trust (through deposit by the Issuer of funds for such payment or otherwise) at the maturity date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section. Bonds shall be deemed to have been paid, prior to their maturity, within the meaning and with the effect expressed above in this Section if they have been defeased pursuant to Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, or any successor provisions thereto.

SECTION 20. Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Bonds. The designation of the initial Paying Agent in this Resolution is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a resolution or Resolution giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a bank organized and doing business under the laws of the United States of America or of any state, authorized under such laws to serve as Paying Agent, and subject to supervision or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropriate Agreement with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of such officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.

SECTION 21. Non-Arbitrage Representations, Warranties and Covenants. The Governing Authority of the Issuer certifies and covenants that so long as the Bonds remain outstanding, moneys on deposit in any fund in connection with the Bonds, whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will not be used in a manner which will cause such Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code or ruling or regulations promulgated thereunder.

The Governing Authority hereby authorizes the Executive Officers of the Issuer to be responsible for issuing the Bonds to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the Bonds to be arbitrage bonds and to assure that the interest on the Bonds will be excludable from gross income for purposes of federal income taxation. In connection therewith, the Issuer and the Governing Authority further agree:

(a) through the Executive Officers to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to consult with counsel approving the Bonds and to comply with such advice as may be given; (c) to pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds; (d) to file such forms, statements and supporting documents as may be required and in a timely manner; and (e) if deemed necessary or advisable by the Executive Officers, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the Issuer in such compliance.

SECTION 22. Printing and Delivery of Bonds. The Executive Officers of the Issuer are hereby empowered, authorized and directed to cause the necessary Bonds to be printed or lithographed, and they are hereby further empowered, authorized and directed to sign, execute and seal all of the Bonds as herein provided and cause the same to be registered with the Secretary of State, all in accordance with the provisions of law and this Resolution.

SECTION 23. Notice of Bond Sale and Preliminary Official Statement. The publication of a Notice of Bond Sale pertaining to the sale of the Bonds, in the form so published, and the distribution of the disclosure material in the Preliminary Official Statement in connection therewith are hereby ratified and confirmed in all respects by this Governing Authority, and the Issuer and the Governing Authority hereby certify that such disclosure material is deemed final by the Issuer and Governing Authority as of its date for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934.

SECTION 24. Publication. A copy of this Resolution shall be published immediately after its adoption in one (1) issue of the Southwest Daily News, the official journal of the Issuer. For a period of thirty (30) days from the date of such publication, any person in interest shall have the right to contest the legality of this Resolution and of the Bonds to be issued pursuant hereto and the provisions hereof securing the Bonds. After the expiration of said thirty (30) days, no one shall have any right of action to contest the validity of the Bonds or the provisions of this Resolution, and the Bonds shall be conclusively presumed to be legal and no court shall thereafter have authority to inquire into such matters.

SECTION 25. Savings Clause. In case any one or more of the provisions of this Resolution or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Resolution or of the Bonds, but the Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date or dates of this Resolution and of the Bonds which validates or makes legal any provision of this Resolution or the Bonds which would not otherwise be valid or legal, shall be decreed to apply to this Resolution and to the Bonds.

SECTION 26. Bank Qualification. The Issuer has determined that the Bonds will not be designated as “qualified tax-exempt obligations” within the meaning of section 265(b)(3) of the Code.

SECTION 27. Additional Parity Bonds. The Issuer hereby expressly reserves the right to issue from time to time additional bonds payable from and secured by ad valorem taxation on a parity with the Bonds.

SECTION 28. Continuing Disclosure Agreement. The Issuer has authorized the execution and delivery of a Continuing Disclosure Agreement pursuant to Section (d)(2) of the Securities and Exchange Commission Rule 15c2-12 (the “Continuing Disclosure Agreement”). The Continuing Disclosure Agreement executed and delivered by the President and Secretary of the Governing Authority as heretofore authorized by resolution providing for the sale and delivery of the Bonds to the Purchaser is ratified, approved and confirmed. The Issuer, acting through the Governing Authority, hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of this Resolution, failure of the Issuer or the Governing Authority to comply with the Continuing Disclosure Agreement shall not be considered a default hereunder. However, any Participating Underwriter, as defined in the Continuing Disclosure Agreement, or any Bond Owner may take such actions under Louisiana law as may be necessary and appropriate, including seeking a mandatory injunction, writ of mandamus or other order or judgment for specific performance by court order to cause the Issuer and/or the Governing Authority to comply with its obligations under the Continuing Disclosure Agreement and this Section and the provisions of this Resolution heretofore adopted authorizing the Continuing Disclosure Agreement.

SECTION 29. Further Acts. All acts and doings of the Executive Officers of the Issuer which are in conformity with the purposes and intent of this Resolution are hereby in all respects ADVANCE \d 0ratified, approved and confirmed.

SECTION 30. Administration of Bond Proceeds. In accordance with and pursuant to the provisions of Subpart A of Part III of Chapter 4 of Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, the Governing Authority of the Issuer is hereby confirmed as administrator of the funds of the Issuer, and is further charged with the responsibilities of investing the proceeds of the Bonds in accordance with the terms of this Resolution and the Letter of Investment Instructions which is annexed hereto as Exhibit I. The Superintendent of Public Schools for the Parish of Calcasieu, Louisiana, and Ex-officio Secretary of the Governing Authority shall signify his acceptance of the responsibilities set forth herein and within the Letter of Investment Instructions by his execution of the Letter of Investment Instructions.

SECTION 31. Beneficiaries of the Resolution. The provisions of this Resolution are for the sole benefit of the Owners of the Bonds and beneficial owners of the Bonds, and nothing contained herein, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Resolution, and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer’s financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Resolution or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell the Bonds at any future date.

UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO OWNERS OF THE BONDS OR BENEFICIAL OWNERS OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS RESOLUTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE.

No default by the Issuer in observing or performing its obligations under Sections 28 and 26 hereof shall constitute a breach of or default under this Resolution.

SECTION 32. Section Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.

SECTION 33. Repealer. All resolutions or Resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed, and this Resolution shall be in effect from and after its passage.

SECTION 34. Effective Date of Resolution. This Resolution shall become effective immediately upon its adoption.

APPROVED AND ADOPTED this 9^th day of December 2003.

/s/ Gregory P. Robert

GREGORY P. ROBERT, President

ATTEST:

/s/ Jude W. Theriot

JUDE W. THERIOT, Secretary

(Other business not pertinent to the above appears in the minutes of the meeting.)

Pursuant to motion duly made and carried, the meeting was adjourned.

/s/ Gregory P. Robert

GREGORY P. ROBERT, President

ATTEST:

/s/ Jude W. Theriot

JUDE W. THERIOT, Secretary

STATE OF LOUISIANA

PARISH OF CALCASIEU

I, JUDE W. THERIOT, certify that I am the duly qualified and acting Superintendent of Schools of Calcasieu Parish, Louisiana, and as such, Ex-Officio Secretary of the Calcasieu Parish School Board, the governing authority of School District No. 33 of Calcasieu Parish, Louisiana.

I further certify that the above and foregoing is a true and correct copy of an excerpt from the minutes of a meeting of the Calcasieu Parish School Board held on December 9, 2003, and of a resolution adopted at said meeting as said minutes and resolution appear officially of record in my possession.

IN FAITH WHEREOF, witness my official signature and the impress of the official seal of School District No. 33 of Calcasieu Parish, Louisiana, on this 9^th day of December 2003.

JUDE W. THERIOT, Secretary

Resolution Authorizing the Sale of School District Number 34 Bonds

SEQ CHAPTER \h \r 1 Lake Charles, Louisiana

December 9, 2003

Gregory P. Robert, President called the meeting to order and on roll call, the following members were present:

ABSENT: None

The President stated that one purpose of the meeting was the opening of sealed bids received for the purchase of $10,000,000 of General Obligation Public School Improvement Bonds of School District No. 34 of Calcasieu Parish, Louisiana, 2004 Series (the “Bonds”).

The President presented affidavits evidencing proper publication of the Notice of Sale of the Bonds, said affidavits indicating that the Notice of Sale had been published in the Southwest Daily News, a newspaper published in Calcasieu Parish, and of general circulation in School District No. 34 of Calcasieu Parish, Louisiana, on November 25, 2003 (such publication having been made at least seven (7) clear calendar days before the date scheduled for the receipt of bids), and also published in the Daily Journal of Commerce, a financial newspaper or journal containing a section devoted to municipal bond news published in the City of New Orleans, Louisiana on November 25, 2003 (which publication was made at least forty-eight (48) hours in advance of the date scheduled for the receipt of bids). The affidavits were approved and were ordered filed with the minutes of said meeting.

The President then presented the sealed bids for the purchase of the Bonds of School District No. 34 of Calcasieu Parish, Louisiana, which had been received, which bids were opened and found to be as follows:

EFFECTIVE

NAME OF BIDDER INTEREST RATE PREMIUM

1. Morgan Keegan & Company, Inc. 4.279632% -0-

New Orleans, Louisiana

2. Coastal Securities 4.297534% -0-

Houston, Texas

3. Stephens Inc. 4.314157% $7,439.20

Little Rock, Arkansas

Upon verification, it was determined that the bid of Morgan Keegan & Company, Inc., of New Orleans, Louisiana, was the lowest and best bid submitted for the purchase of the Bonds, whereupon the following resolution was introduced and, pursuant to motion made by Mr. Tarver and seconded by Mr. Pitre, was adopted by the following vote:

YEAS: Mr. Andrepont, Mr. Bernard, Mr. Breaux, Mrs. Duhon, Mr. Duhon, Mr. Falgout, Rev. Franklin, Mr. Karr, Mr. LaRocque, Ms. LaVergne, Mr. Pitre, Dr. Stephens, Mr. Tarver, and Mr. Webb

NAYS: None

ABSENT: None

NOT VOTING: President Robert

RESOLUTION

A RESOLUTION PROVIDING FOR THE ISSUANCE OF $10,000,000 GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS OF SCHOOL DISTRICT NO. 34 OF CALCASIEU PARISH, LOUISIANA, 2004 SERIES; CONFIRMING THE SALE THEREOF; AND PROVIDING FOR THE LEVY OF TAXES FOR THE PAYMENT OF PRINCIPAL THEREOF AND INTEREST THEREON.

WHEREAS, pursuant to a resolution adopted by the Calcasieu Parish School Board, governing authority of School District No. 34 of Calcasieu Parish, Louisiana (the “Issuer”) on May 7, 2002, and in conformity with notice duly published in compliance with law, there was held in School District No. 34 of Calcasieu Parish, Louisiana, on July 20, 2002, a special election at which there was submitted to the qualified electors of said district the following proposition:

BOND PROPOSITION NO. 1

SUMMARY: AUTHORITY FOR SCHOOL DISTRICT NO. 34 OF CALCASIEU PARISH, LOUISIANA, TO ISSUE NOT EXCEEDING $34,000,000 OF 20-YEAR PUBLIC SCHOOL IMPROVEMENT BONDS FOR ACQUIRING AND/OR IMPROVING SCHOOL BUILDINGS AND OTHER SCHOOL RELATED FACILITIES WITHIN THE DISTRICT, SAID BONDS TO BE PAYABLE FROM AD VALOREM TAXES.

Shall School District No. 34 of Calcasieu Parish, Louisiana (the “District”) incur debt and issue bonds in an amount not exceeding $34,000,000 for a period not to exceed twenty (20) years from the date thereof, with interest at a rate not exceeding Nine (9%) percent per annum, for the purpose of acquiring and/or improving lands for building sites and playgrounds, purchasing, erecting, enlarging and/or improving school buildings and other school related facilities within and for the District, and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, which said bonds shall be retired with, paid from and secured by ad valorem taxes on all taxable property within the limits of the District sufficient in rate and amount to pay said bonds in principal and interest?

and

WHEREAS, pursuant to said resolution calling said special election, and the notice of said election, the Calcasieu Parish School Board as the governing authority (the “Governing Authority”) of School District No. 34 of Calcasieu Parish, Louisiana (the “Issuer”), did on July 23, 2002, meet in open session and canvass the returns of said election and did declare said election to have resulted in favor of said proposition; and

WHEREAS, the Governing Authority now deems it in the public interest to authorize issuance, sale and delivery of $10,000,000 General Obligation Public School Improvement Bonds of School District No. 34 of Calcasieu Parish, Louisiana, 2004 Series;

We offer to purchase TEN MILLION AND NO/100 ($10,000,000) DOLLARS General Obligation Public School Improvement Bonds of School District No. 34 of Calcasieu Parish, Louisiana, 2004 Series, in the initial denominations of one Bond for each maturity, with transfers in multiples of $5,000.00, bearing interest payable semi-annually on January 15 and July 15 of each year, beginning January 15, 2005, maturing serially, WITH OPTION OF PRIOR PAYMENT, all in accordance with the Notice of Bond Sale and Official Statement, all the terms and conditions of which by reference are made a part hereof, and bearing interest at rates as follows, viz:

MATURITY PRINCIPAL INTEREST MATURITY PRINCIPAL INTEREST

DATE AMOUNT RATE PER DATE AMOUNT RATE PER

(Jan. 15) ANNUM (Jan. 15) ANNUM

2003 300,000.00 7.000% 2013 490,000.00 3.800%

2004 320,000.00 7.000% 2014 520,000.00 4.000%

2005 335,000.00 7.000% 2015 540,000.00 4.000%

2006 350,000.00 7.000% 2016 570,000.00 4.150%

2007 365,000.00 5.000% 2017 600,000.00 4.200%

2008 385,000.00 3.600% 2018 630,000.00 4.300%

2009 405,000.00 3.250% 2019 660,000.00 4.400%

2010 430,000.00 3.350% 2020 695,000.00 4.450%

2011 445,000.00 3.500% 2021 725,000.00 4.550%

2012 470,000.00 3.625% 2022 765,000.00 4.625%

For your information, we calculate the lowest effective interest rate to School District No. 34 to be 4.279632 %, said rate to be determined in accordance with the “True” or “Canadian” interest cost method of calculation by doubling the semiannual interest rate (compounded semiannually) necessary to discount the debt service payments from the payment dates to the date of the Bonds and to the price bid, excluding the accrued interest from the date of the Bonds to the date of their delivery.

Bonds bid for herein will be delivered and shall be paid for on or about January 15, 2004 at such place in Louisiana, and on such business day and at such hour, as the Issuer shall fix on five business days’ notice to the successful bidder, or at such other place and time as may be agreed upon with the successful bidder, it being understood that School District No. 34 will furnish to us, free of charge, at the time of delivery of the Bonds, the qualified approving legal opinion of Joseph A. Delafield, A Professional Corporation, of Lake Charles, Louisiana, and a certified transcript of this proceeding.

In accordance with the Notice of Bond Sale, we enclose herewith (certified) (cashier's) check(s) number(s) 00034816 drawn on Whitney National Bank of New Orleans, LA , in the amount of TWO HUNDRED THOUSAND AND NO/100 ($200,000.00) DOLLARS, which is tendered as evidence of our good faith in accordance with and under the provisions of the Official Statement and of the Notice of Bond Sale. Said check shall be returned to the undersigned upon award of the Bonds, provided this proposal is not accepted; otherwise, to be retained uncashed by School District No. 34 of Calcasieu Parish, Louisiana, and returned upon delivery of the Bonds and payment therefor, or to be cashed and forfeited as and for full liquidated damages in case of the failure of the undersigned to make such payment.

We acknowledge and understand the Bonds are not designated as “qualified tax-exempt obligations” pursuant to Section 265(b)(3)(B) of the Internal Revenue Code of 1986.

This bid complies with the terms stipulated in the aforesaid Notice of Bond Sale, the receipt of which Notice of Bond Sale is hereby acknowledged.

NOW THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, governing authority of School District No. 34 of Calcasieu Parish, Louisiana, as follows:

SECTION 1. Definitions. As used herein the following terms shall have the following meanings, unless the context otherwise requires:

“Agreement” means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Resolution.

“Bond Register” means the record kept by the Paying Agent at its principal corporate office in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.

“Code” means the Internal Revenue Code of 1986, as amended.

“Debt Service Fund” shall have the meaning ascribed to such term in Section 10 hereof.

“Defeasance Obligations” shall mean (a) cash, or (b) non-callable Government Securities.

“Executive Officers” means, collectively, the President and Secretary of the Governing Authority.

“Governing Authority” means the Calcasieu Parish School Board.

“Interest Payment Dates” means January 15 and July 15 of each year beginning January 15, 2005.

“Issuer” means School District No. 34 of Calcasieu Parish, Louisiana.