01-15-2002

DATE, TIME, PLACE OF MEETING

The Calcasieu Parish School Board met in the Conference Room of the Calcasieu Parish School Board located at 1732 Kirkman Street, Lake Charles, Louisiana, on Tuesday, January 15, 2002, at 5:00 p.m. John Falgout, President, called the meeting to order. Mr. Karr led the prayer; Mr. Doucet led the Pledge of Allegiance.

ROLL CALL

The roll was called and the following members were present:

Joe A. Andrepont, Randall C. Armentor, Ricky Blackwell, Wilridge P. Doucet, Clara F. Duhon, Jay L. Duhon, Carla C. Duplechin, John M. Falgout, L. J. "Berk" Fontenot, James W. Karr, Sr., Sheral A. LaVergne, James W. Pitre, Gregory P. Robert, Philip Tarver and Elray T. Victorian.

MINUTES APPROVED

On motion by Mr. Andrepont, seconded by Mrs. Duplechin and unanimously carried, the minutes of the regular meeting of December 4, 2001, were approved as presented.

Supplemental Agenda

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

Agenda/Amend

By general consent the item “VIII-D, personnel packet review and personnel action” was approved to be placed under executive session with action following during the regular session.

Special Presentation by the President

Mr. Falgout, President, presented a plaque to the past Board President, Ms. Sheryl LaVergne. Mr. Falgout, on behalf of the Board, expressed his appreciation to Ms. LaVergne for serving as president of the Board for 2001.

Mr. Falgout also made presentations to Mr. Doucet, Board President for 2000 and Mr. Karr, Board President for 1999. On behalf of the Board members, Mr. Falgout extended his appreciation to the past presidents and thanked them for their service in this capacity.

RECOGNIZE SCHOOL REPRESENTATIVES

Mr. Falgout recognized representatives present from the following schools:

Western Heights Elementary, Westwood Elementary, Lake Charles-Boston High, W.W. Lewis Middle, Jake Drost Elementary, DeQuincy Elementary, DeQuincy Middle, DeQuincy High

PRESENTATIONS

Nicholas Green Distinguished Student Award

Lisa Monteith, President of the Association for Gifted and Talented Students, made a presentation to Nikki Miller the recipient of the Nicholas Green Award. Nikki is a fifth grade student at Henning Elementary and attends spark classes at R.W. Vincent Elementary School. In addition to her excellent record of academic achievement, she participates in the Chess Club, Quiz Bowl and Jump Rope for Heart. She also participated in the Children’s Miracle Network and volunteers for other worthy causes. One of her future goals is to develop a team of dedicated individuals to help children with their problems. Nikki is the daughter of Tressie Brunson of Sulphur.

Mrs. Monteith stated that the Nicholas Green Distinguished Student Award is sponsored by the National Association of Gifted Children and is presented annually to student winners from each state that have distinguished themselves in the areas of academic achievement, leadership, community service or the visual and performing arts. Through its affiliation with the national organization, the state and parish chapters select Nicholas Green Award recipients each year.

LAE Administrator of the Year Award

This presentation was deferred until the next meeting.

COMITTEE REPORTS

Administration and Personnel

Mr. Armentor, Chair, reported that the Administration and Personnel Committee met on Tuesday, November 27, 2001, at 4:45 p.m. in the conference room; a quorum was present. Mr. Armentor reported the following redistricting plans were reviewed:

1. The ideal number of population in each district is 12,238, 5% above would be 12,845, 5% below would be 11,621

2. Precincts within a school board member’s district must be contiguous.

3. Precincts may not be shared.

A motion was made and seconded to submit the RI plan for approval. Mr. Spruel, legal counsel, advised that a board member couldn’t remove a precinct without making an adjustment to another precinct. The motion was amended to remove 338 from District 5 and add 318, 319, or 320. The motion was seconded. A secondary amendment to remove 314 from District 3 was made and seconded. A vote was taken and the secondary amendment failed due to lack of a majority vote. After a lengthy discussion, a vote was taken on the first amendment and it failed due to lack of a majority vote.

The Board discussed the motion on adopting the RI plan. Mr. Spruel stated that the Board should devise a reapportionment plan that represents all precincts within all fifteen districts including the required guidelines. A resolution must be adopted and passed by the Department of Justice prior to March 1, 2002. An amendment to the motion was made and seconded to adopt the same Police Jury reapportionment plan. It was noted that the Board members’ addresses are not the same as the police jury; therefore, this plan may not work. After discussion, a vote was taken and the amendment failed.

A vote on the main motion to send the RI plan to the Board for approval was voted on and carried by majority vote.

Mr. Armentor moved, on behalf of the committee to approve the RI redistricting plan as presented.

There was discussion to clarify the issue on the table that reapportionment does not involve attendance zones or tax zones. It was noted that the reapportionment is strictly for the election districts. Legal counsel stated that a bonding district is not necessarily the same as the attendance district. Also, the physical location of the polling place does not determine the election district. The election district is determined by the boundaries that are drawn. Some polling places (schools included) are located outside the district boundaries for a particular board member. It was noted that school attendance district representation should be discussed later at a committee meeting.

Mr. Falgout recognized Mr. Cedric Floyd, President of Data Center in Kenner, Louisiana. Mr. Floyd was in attendance to present to the Board a reapportionment plan based on the areas where the three minority board members live. Mr. Floyd stated that the plan would give the Board an opportunity to create a reflective plan of fair racial representation. Mr. Floyd requested that the Board review his plan and compare it to the RI plan.

There was concern relative to the presentation of only four districts excluding the other eleven. It was noted that fair representation includes all of the districts. The time factor was discussed and it was reported that the plan must be Board approved and submitted by March 1, 2002, as stated by law.

It was noted that staff has complied with the request and direction of the Board by devising a plan (RI) that would be feasible for all board members.

Mr. Victorian made a substitute motion, seconded by Ms. LaVergne to allow Mr. Floyd two weeks to submit a complete plan that includes all board member districts along with the proposed plan that expanded the minority districts from three to four.

It was noted that Mr. Floyd would not be hired or compensated by the school board for any services rendered on his behalf.

There was concern expressed regarding the approval of a plan that was not complete. It was recommended that an Administration and Personnel meeting could be scheduled prior to the next Board meeting in February to review alternative plans.

Mr. Duhon made a substitute motion, seconded by Mr. Andrepont to postpone the reapportionment plan issue for two weeks allowing the Administration and Personnel Committee to review any alternate plans that are submitted prior to that meeting. The motion carried unanimously.

Budget/Fiscal Management

Mr. Robert, Vice Chair, reported that the Budget/Fiscal Management Committee met on Tuesday, December 18, 2001; a quorum was present. Mr. Robert reported that the Comprehensive Annual Financial Report for the year ended June 30, 2001, was presented for review and discussion. It was noted that the report has received certificates of excellence in financial reporting from the Association of School Business Officials for the past eighteen years and certificates of excellence for the past thirteen consecutive years from the Government Finance Offices Association. It was reported that Margie Williamson, external auditor for Allen, Green & Company, who reviewed the external audit report and the single audit portion of the report, commended the accounting staff and stated the overall audit opinion was a clean, unqualified report. Ms. Williamson stated that several areas could be improved including reporting limitations of the general ledger system, fixed asset listing and health insurance claims over $50,000 to be sent to Trustmark.

Mr. Robert moved, on behalf of the committee to approve the acceptance of the Comprehensive Annual Financial Report for the year ended June 30, 2001. The motion carried unanimously.

Mr. Robert reported the next item reviewed was the medical sabbatical leave and the “Gayle Leave” pay. It was noted that a new law enacted in 1999 made stipulations dealing with the “Gayle Leave” pay. The new law created “Greene” pay that gave an additional ninety days of sick leave to all teachers and bus drivers. It also required any savings created by the law change to be paid by the local districts to classroom teachers. The original savings calculation indicated no savings. In 2001, the legislature enacted an additional law that caused the calculation to rotate forward each year until it contains no years in which money was spent on unlimited sick leave or rest and recuperation sabbaticals. Once current calculations were made for the “Gayle Leave” pay statistics, there were no savings for 2000-2001; therefore, there was no payment due by the system.

It was noted that a comparison of expenditures for the new Medical Leave in 2000-01 to the three-year average cost of rest and recuperation sabbaticals for 1997 through 2000 was also calculated. The 2000-01 costs for medical leaves were $337,133.11 less than the three-year average costs for rest and recuperation sabbaticals. Payment is due by the system to be divided among all full-time classroom teachers for a gross pay distribution of $122.41 to each.

Mr. Robert moved, on behalf of the committee to approve the medical sabbatical leave and “Gayle Leave” pay calculations as presented and authorize distribution of $122.41 in gross pay to each classroom teacher, librarian, counselor, and therapist by separate check on January 31, 2002. The motion carried unanimously.

Next, it was reported a request was made for permission to enter into a contract with Johnson Controls, Inc., on a Facility Energy Consulting Services Program. The schools that would be included in the program are: Brentwood Elementary, Westwood Elementary, W.W. Lewis Middle, College Oaks Elementary, and Vinton High School.

There was discussion regarding the responsibilities of Johnson Controls. It was noted that Johnson Controls, Inc., is primarily responsible for preventive and energy maintenance.

Mr. Robert moved, on behalf of the committee to grant permission to authorize the Board President to execute a contract with Johnson Controls, Inc., on a Facility Energy Consulting Services Program at Brentwood Elementary, Westwood Elementary, W.W. Lewis Middle, College Oaks Elementary, and Vinton High Schools. The motion carried unanimously.

Next, Mr. Robert reported that the Calcasieu Parish School Board was awarded a $300,000.00 grant to form two community technology center labs. It is necessary that one center be temporarily placed at the Family and Youth Counseling Center until space is available at the Simon Prien Lake Mall. A lease for six months would be required.

Mr. Robert moved, on behalf of the committee to approve a temporary six-month lease with the Family and Youth Counseling Center for rental of space for the Community Technology Center. The motion carried unanimously.

TAKE APPROPRIATE ACTION

Receipt of Sealed Bids for the Purchase of $14,500,000 of General Obligation Public School Improvement Bonds of School District Number 30

Lake Charles, Louisiana

January 15, 2002

The Parish School Board of Calcasieu Parish, Louisiana, met in regular public session at 5:00 o'clock p.m. on Tuesday, January 15, 2002, at the regular meeting place of said Board in the Calcasieu Parish School Board Office Building, 1732 Kirkman Street, 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.

John M. Falgout, called the meeting to order and on roll call, the following members were present:

Joe A. Andrepont, Randy Armentor, Ricky Blackwell, Wilridge Doucet, Clara F. Duhon, J. L. “Jay” Duhon, Carla C. Duplechin, John M. Falgout, L. J. “Berk” Fontenot, James W. Karr, Sr., Sheral LaVergne, James W. Pitre, Greg Robert, Philip E. Tarver, and Elray T. Victorian

ABSENT: None

The President stated that one purpose of the meeting was the opening of sealed bids received for the purchase of $14,500,000 of General Obligation Public School Improvement Bonds of School District No. 30 of Calcasieu Parish, Louisiana, 2002 Series (the “Bonds”), pursuant to a Notice of Bond Sale previously published on behalf of School District No. 30 of Calcasieu Parish, Louisiana.

The President presented affidavits evidencing proper publication of the Notice of Bond Sale, said affidavits indicating that the Notice of Bond Sale had been published in the Southwest Daily News, a newspaper published in Sulphur, Calcasieu Parish, Louisiana, and of general circulation in School District No. 30 of Calcasieu Parish, Louisiana, on January 8, 2002 (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 January 8, 2002 (which publication was made at least forty-eight (48) hours in advance of the date scheduled for the receipt of bids). The affidavits and the Notice of Bond Sale 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. 30 of Calcasieu Parish, Louisiana, which had been received, which bids were opened, examined and found to be in compliance with the terms and provisions of the Notice of Bond Sale and the Preliminary Official Statement and found to be as follows:

EFFECTIVE

NAME OF BIDDER INTEREST RATE PREMIUM

1. Morgan Keegan & Company Inc. 4.77917% -0-

New Orleans, Louisiana

2. Salomon Smith Barney, Inc. 4.747320% -0-

Dallas, Texas

3. SWS Securities 4.74214% -0-

Dallas, Texas

Upon verification, it was found that the bid of SWS Securities, of Dallas, Texas, was the lowest and best bid submitted for the purchase of the Bonds, and as a result it was determined that the Calcasieu Parish School Board, acting as the governing authority of School District No. 30 of Calcasieu Parish, Louisiana, take such action as may be necessary to accomplish delivery of the Bonds, whereupon the following resolution was introduced and, pursuant to motion made by Mr. Andrepont and seconded by Mr. Duhon, was adopted by the following vote:

YEAS: Mr. Andrepont, Mr. Armentor, Mr. Blackwell, Mr. Doucet, Mrs. Duhon, Mr. Duhon, Ms. Duplechin, Mr. Falgout, Mr. Fontenot, Mr. Karr, Ms. LaVergne, Mr. Pitre, Mr. Robert, Mr. Tarver, and Mr. Victorian

NAYS: None

RESOLUTION

A resolution providing for the incurring of debt and issuance of Fourteen Million Five Hundred Thousand Dollars ($14,500,000) of General Obligation Public School Improvement Bonds of School District No. 30 of Calcasieu Parish, Louisiana, 2002 Series; prescribing the form, terms and

conditions of such Bonds and providing for the payment thereof; ratifying a Continuing Disclosure Agreement; authorizing an agreement with the Paying Agent; and providing for other matters in connection therewith.

WHEREAS, pursuant to a resolution adopted by the Calcasieu Parish School Board, acting as the governing authority (the “Governing Authority”) of School District No. 30 of Calcasieu Parish, Louisiana (the “Issuer”), and in conformity with notices to voters published on August 7, August 14, August 21, and August 28, 2001, in the Southwest Daily News, published in Sulphur, Calcasieu Parish, Louisiana, and having general circulation throughout the Issuer, there was held in the Issuer on October 20, 2001, a special election at which there was submitted to the qualified electors entitled to vote thereon the following proposition:

BOND PROPOSITION

SUMMARY: AUTHORITY FOR SCHOOL DISTRICT NO. 30 OF CALCASIEU PARISH, LOUISIANA, TO ISSUE NOT EXCEEDING $14,500,000 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. 30 of Calcasieu Parish, Louisiana, incur debt and issue bonds in an amount not exceeding $14,500,000 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. 30 of Calcasieu Parish, Louisiana, sufficient in rate and amount to pay said bonds in principal and interest?

WHEREAS, pursuant to said resolution calling said special election and to the notice of said election, the Governing Authority did meet, on November 13, 2001, at 5:00 o’clock P.M., in open and

public session, and did canvass the returns of said election and did declare the election to have resulted in favor of said Proposition;

WHEREAS, the Governing Authority now deems it in the public interest to authorize the issuance and delivery of $14,500,000 General Obligation Public School Improvement Bonds of School District No. 30 of Calcasieu Parish, Louisiana, 2002 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 Bond Sale duly published, the Bonds have been sold to SWS Securities, of Dallas, Texas, 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 FOURTEEN MILLION FIVE HUNDRED THOUSAND AND NO/100 ($14,500,000) DOLLARS General Obligation Public School Improvement Bonds of School District No. 30 of Calcasieu Parish, Louisiana, 2002 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 February 15 and August 15 of each year, beginning February 15, 2003, 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

(Feb. 15) ANNUM (Feb. 15) ANNUM

2003 395,000.00 4.00% 2013 705,000.00 4.35%

2004 415,000.00 4.00% 2014 750,000.00 4.50%

2005 445,000.00 4.25% 2015 795,000.00 4.60%

2006 470,000.00 4.25% 2016 840,000.00 4.625%

2007 495,000.00 4.25% 2017 890,000.00 4.75%

2008 530,000.00 5.00% 2018 945,000.00 4.80%

2009 560,000.00 5.00% 2019 1,000,000.00 4.875%

2010 590,000.00 5.00% 2020 1,060,000.00 5.00%

2011 630,000.00 4.125% 2021 1,125,000.00 5.00%

2012 665,000.00 4.25% 2022 1,195,000.00 5.00%

We will pay the principal sum of FOURTEEN MILLION FIVE HUNDRED THOUSAND AND NO/100 ($14,500,000) 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. 30 to be 4.74214 %, 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. 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.

Bonds bid for herein will be delivered and shall be paid for on or about February 20, 2002 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. 30 will furnish to us, free of charge, at the time of delivery of the Bonds, the qualified approving legal opinion of Joseph A. Delafield, Attorney at Law, 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) 5152 drawn on First Savings Bank of Arlington, Texas , in the amount of TWO HUNDRED NINETY THOUSAND AND NO/100 ($290,000.00) 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. 30 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.

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 ORDAINED by the School Board of Calcasieu Parish, Louisiana, Governing Authority of School District No. 30 of Calcasieu Parish, Louisiana , that:

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 2002 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, 2002 Series of the Issuer, authorized by this Resolution, in the total aggregate principal amount of Fourteen Million Five Hundred Thousand Dollars ($14,500,000).

“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 February 15 and August 15 of each year beginning February 15, 2003.

“Issuer” means School District No. 30 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 Company, 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 1^st 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 7 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 October 20, 2001, there is hereby authorized the incurring of an indebtedness of Fourteen Million Five Hundred Thousand Dollars ($14,500,000) for, 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 Fourteen Million Five Hundred Thousand Dollars ($14,500,000) of General Obligation Public School Improvement Bonds, 2002 Series, of the Issuer. The Bonds shall be in fully

registered form, shall be dated February 15, 2001, 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-1 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 February 15, 2003, 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:

YEAR AMOUNT YEAR AMOUNT

2003 395,000 2013 705,000

2004 415,000 2014 750,000

2005 445,000 2015 795,000

2006 470,000 2016 840,000

2007 495,000 2017 890,000

2008 530,000 2018 945,000

2009 560,000 2019 1,000,000

2010 590,000 2020 1,060,000

2011 630,000 2021 1,125,000

2012 665,000 2022 1,195,000

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 2003 to 2012, inclusive, shall not be subject to redemption prior to maturity. Those Bonds maturing February 15, 2013, and thereafter shall be callable for redemption by the Issuer in full at any time on or after February 15, 2012, 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 February 15, 2012, 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. 30

OF CALCASIEU PARISH, LOUISIANA

2002 SERIES

DATED DATE: INTEREST RATE: MATURITY DATE: CUSIP:

School District No. 30 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 February, 2002.

____________________________

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 Company, 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 February 15 and August 15 in each year, beginning February 15, 2003, 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 Company, 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. 30 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 February 15, 2002.

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 FOURTEEN MILLION FIVE HUNDRED THOUSAND AND NO/100 ($14,500,000) DOLLARS; said Bonds to mature annually, issued pursuant to a resolution adopted on January 15, 2002 by the Issuer (the “Bond Resolution”), under and by virtue of Article 6, Section 33 and Article 7, Section 26(E) of the Constitution of 1974 of the State of Louisiana, as amended, and those portions of Part II of Article 7

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. 30 of Calcasieu Parish, Louisiana.

The Paying Agent/Registrar for this issue is Argent Trust Company, a Division of National Independent Trust Company, 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 2003 to 2012, inclusive, shall not be subject to redemption prior to maturity. Those Bonds, or portions thereof in multiples of $5,000, maturing in the years 2013 to 2022, 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 February 15, 2012, 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. 30 of Calcasieu Parish, Louisiana, do hereby certify that the following is a true copy of the complete legal opinion of Joseph A. Delafield., Esq., the original of which was manually executed, dated and issued as of the date of payment for and delivery of the original Bonds of the issue described therein and was delivered to representing the original purchasers thereof.

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 2002 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 provi

ded 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; 2002 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. 30 Improvement Fund” (the “2002 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 2002 Project Fund shall be maintained within the 2002 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 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 ratified, 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 31 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.

This Resolution was declared adopted on this 15^th day of January, 2002.

/s/ John M. Falgout

JOHN M. FALGOUT, 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/ John M. Falgout

JOHN M. FALGOUT, 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. 30 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 January 15, 2002, 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. 30 of Calcasieu Parish, Louisiana, on this 15^th day of January, 2002.

___________________________

JUDE W. THERIOT, Secretary

[S E A L]

Bond Resolution for the Issuance and Sale of $2,255,000 Excess Revenue Refunding Bonds, Series 2002

Lake Charles, Louisiana

January 15, 2002

The Calcasieu Parish School Board, State of Louisiana, met in regular public session at its regular meeting place in the Calcasieu Parish School Board Office, Lake Charles, Louisiana, at 5:00 o'clock p.m. on January 15, 2002, pursuant to written notice given to each and every member thereof and duly posted in the manner required by law.

President John M. Falgout, called the meeting to order and on roll call, the following members were present:

ABSENT: None

Jude W. Theriot, Board Secretary, also attended. The meeting was called to order and the roll called with the above results.

Thereupon, the following resolution was then introduced, and pursuant to motion made by Mr. Blackwell and seconded by Mr. Victorian, was adopted by the following vote:

NAYS: None

BOND RESOLUTION

A resolution providing for the issuance, sale and delivery of TWO MILLION TWO HUNDRED FIFTY-FIVE THOUSAND AND NO/100 ($2,255,000) DOLLARS Calcasieu Parish School Board Excess Revenue Refunding Bonds, Series 2002; prescribing the form, fixing the details and providing for the rights of the owners thereof; providing for payment of the principal of and interest on such bonds and the application of the proceeds thereof to the refunding of certain excess revenue certificates of indebtedness of the Issuer; and providing for other matters in connection therewith.

WHEREAS, the Calcasieu Parish School Board (the “Issuer”) has heretofore issued $3,385,000 of its Excess Revenue Certificates of Indebtedness (Calcasieu Parish School Board Energy Retrofit Project), Series 1997, dated September 1, 1997 on original issue, of which $2,255,000 is currently outstanding, which outstanding certificates are secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the ten (10) year period during which the outstanding certificates remain outstanding, above statutory, necessary and usual charges, all in accordance with the provisions of Sections 2922 and 2933, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter; and

WHEREAS, the Issuer has found and determined that currently refunding all of the outstanding certificates, consisting of those Certificates, which mature on September 1, 2002 to September 1, 2007, inclusive, would be advantageous to the Issuer (the “Refunded Certificates);

WHEREAS, the Calcasieu Parish School Board has adopted a preliminary resolution on November 13, 2001, expressing its intention to issue excess revenue refunding bonds of the Issuer in an amount not to exceed $7,000,000 pursuant to the provisions of Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the “Act”);

WHEREAS, pursuant to the Act, it is now the desire of the Issuer to adopt this Bond Resolution in order to provide for issuance by the Issuer of $2,255,000 principal amount of its Excess Revenue Refunding Bonds, Series 2002 (the “Bonds”), for the purpose of currently refunding the Refunded Certificates, to fix the details of the Bonds and to sell the Bonds to the purchasers thereof;

WHEREAS, it is further necessary to provide for application of the proceeds of the Bonds and to provide for other matters in connection with payment or redemption of the Refunded Certificates;

WHEREAS, in connection with issuance of the Bonds, it is necessary that provision be made for payment of the principal, interest and redemption premium, if any, of the Refunded Certificates described in Exhibit A hereto, and to provide for the call for redemption of the Refunded Certificates, pursuant to a Notice of Call for Redemption;

WHEREAS, it is necessary that this Calcasieu Parish School Board prescribe the form and content of the Escrow Deposit Agreement providing for payment of the principal, premium and interest of the Refunded Certificates and authorize execution thereof as hereinafter provided;

WHEREAS, the Issuer desires to sell the Bonds to the purchasers thereof and to fix the details of the Bonds and the terms of the sale of the Bonds in accordance with the bid of the Underwriter attached hereto as Exhibit B;

NOW, THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, State of Louisiana, that:

ARTICLE I

DEFINITIONS AND INTERPRETATION

SECTION 1.1. Definitions. The following terms shall have the following meanings in this resolution unless the context otherwise requires:

“Act” shall mean Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other applicable constitutional and statutory authority.

“Bond” or “Bonds” shall mean any or all of the Excess Revenue Refunding Bonds, Series 2002, of the Issuer, issued pursuant to this Bond Resolution, as the same may be amended from time to time, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued Bond. The Bonds shall be secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the five (5) year period during which the Refunded Certificates remain outstanding, above statutory, necessary and usual charges, all in accordance with the provisions of Sections 2922 and 2933, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter.

“Bondholder,” “Registered Owner,” or “Owner” shall mean the Person reflected as registered owner of any of the Bonds on the registration books maintained by the Paying Agent. Notwithstanding any provision of this Bond Resolution to the contrary, the Insurer shall, at all times, be deemed an owner of all the Bonds for the purposes of consenting to any resolution supplementing or amending this Bond Resolution, and shall be notified in advance of the adoption of any resolution supplemental or amendatory hereto whether or not the consent of the Owners is required.

“Bond Counsel” shall mean an attorney or firm of attorneys whose experience in matters relating to the issuance of obligations by states and their political subdivisions is nationally recognized.

“Bond Obligation” shall mean, as of the date of computation, the principal amount of the Bonds then Outstanding.

“Bond Resolution” shall mean the resolution authorizing issuance of the Bonds, as further amended and supplemented as herein provided.

“Bond Year” shall mean the one-year period ending on the principal payment date on the Bonds (February 1).

“Business Day”" shall mean a day of the year other than a day on which banks located in New York, New York and the cities in which the principal offices of the Escrow Agent and the Paying Agent are located are required or authorized to remain closed and on which the New York Stock Exchange is closed.

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

“Costs of Issuance” shall mean all items of expense, directly or indirectly payable or reimbursable and related to the authorization, sale and issuance of the Bonds, including but not limited to printing costs, costs of preparation and reproduction of documents, filing and recording fees, initial fees and charges of any fiduciary, legal fees and charges, fees and charges for the preparation and distribution of a preliminary official statement and official statement, if paid by the Issuer, fees and disbursements of consultants and professionals, costs of credit ratings, fees and

charges for preparation, execution, transportation and safekeeping of the Bonds, costs and expenses of refunding, and any other cost, charge or fee paid or payable by the Issuer in connection with the original issuance of Bonds.

“Debt Service” for any period shall mean, as of the date of calculation, an amount equal to the sum of (i) interest payable during such period on Bonds and (ii) the principal amount of Bonds which mature during such period.

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

“Escrow Agent” shall mean Argent Trust Company, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, and its successor or successors, and any other person which may at any time be substituted in its place pursuant to the Bond Resolution.

“Escrow Agreement” shall mean the Escrow Deposit Agreement dated as of February 1, 2002, between the Issuer and the Escrow Agent, substantially in the form attached hereto as Exhibit C, as the same may be amended from time to time, the terms of which Escrow Agreement are incorporated herein by reference.

“Executive Officers” shall mean the Secretary and the Chief Financial Officer of the Calcasieu Parish School Board.

“Federal” shall mean the United States of America.

“Fiscal Year” shall mean the one-year period commencing on July 1 of each year, or such other one-year period as may be designated by the Governing Authority as the fiscal year of the Issuer.

“Governing Authority” shall mean the School Board of Calcasieu Parish, State of Louisiana, or its successor in function.

“Government Securities” shall mean direct general obligations of, or obligations the timely payment of principal of and interest on which are fully and unconditionally guaranteed by, the United States of America, which may be United States Treasury Obligations such as the State and Local Government Series and may be in book-entry form.

“Interest Payment Date” shall mean February 1 and August 1 of each year, commencing August 1, 2002.

“Outstanding” when used with reference to the Bonds, shall mean as of any date, all Bonds theretofore issued under the Bond Resolution, except:

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

2. Bonds for the payment or redemption of which sufficient Defeasance Obligations have been deposited with the Paying Agent or an escrow agent in trust for the owners of such Bonds with the effect specified in Section 11.1 of this Bond Resolution, provided that if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to the Bond Resolution, to the satisfaction of the Paying Agent, or waived;

3. Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to the Bond Resolution; and

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

“Paying Agent” shall mean Argent Trust Company, a Division of National Independent Trust Company, Ruston, Louisiana, as paying agent and registrar hereunder, until a successor Paying Agent shall have become such pursuant to the applicable provisions of the Bond Resolution, and thereafter “Paying Agent” shall mean such successor Paying Agent.

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

“Pledged Revenues” shall mean the excess of annual revenues accruing to the budget of the Issuer for the five (5) year period during which the Refunded Certificates remain outstanding, above statutory, necessary and usual charges, all in accordance with the provisions of Sections 2922 and 2933, et seq., of Title 33 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter.

“Qualified Investments” shall mean (i) cash, (ii) Government Securities, and (iii) time certificates of deposit of state banks organized under the laws of the State and national banks having their principal office in the State which are fully collateralized by government securities as provided by Louisiana law, or any other investment security which may be permitted by Louisiana law.

“Record Date” shall mean, with respect to an Interest Payment Date, the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not such day is a Business Day.

“Refunded Certificates” shall mean the Issuer’s outstanding Excess Revenue Certificates of Indebtedness (Calcasieu Parish School Board Energy Retrofit Project), Series 1997, dated September 15, 1997 on original issue, maturing September 1, 2002 to September 1, 2007, inclusive, which are being refunded by the Bonds, as more fully described in Exhibit A hereto.

“State” shall mean the State of Louisiana.

“Underwriter” shall mean Duncan-Williams, Inc., Memphis, Tennessee.

SECTION 1.2. Interpretation. In this Bond Resolution, unless the context otherwise requires, (a) words importing the singular include the plural and vice versa, (b) words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders and (c) the title of the offices used in this Bond Resolution shall be deemed to include any other title by which such office shall be known under any subsequently adopted charter.

ARTICLE II

AUTHORIZATION AND ISSUANCE OF BONDS

SECTION 2.1. Authorization of Bonds. This Bond Resolution creates an issue of Bonds to be designated “Calcasieu Parish School Board Excess Revenue Refunding Bonds, 2002 Series,” and provides for the full and final payment of the principal or redemption price of, and interest on all the Bonds.

(b) The Bonds issued under this Bond Resolution shall be issued for the purpose of refunding the Refunded Certificates through the escrow of the proceeds of the Bonds, together

with other available moneys of the Issuer, in Government Securities plus an initial cash deposit, in accordance with the terms of the Escrow Agreement, in order to provide for the payment on March 1, 2002, of the principal of, premium, if any, and interest on the Refunded Certificates as provided in Section 13.1 hereof.

(c) Provision having been made for the orderly payment until maturity or earlier redemption of all the Refunded Certificates, in accordance with their terms, it is hereby recognized and acknowledged that as of the date of delivery of the Bonds under this Bond Resolution, provision will have been made for the performance of all covenants and agreements of the Issuer incidental to the Refunded Certificates, and that accordingly, and in compliance with all that is herein provided, the Issuer is expected to have no future obligation with reference to the aforesaid Refunded Certificates, except to assure that the Refunded Certificates are paid from the Government Securities and funds so escrowed in accordance with the provisions of the Escrow Agreement, and that the Refunded Certificates will be defeased pursuant to the terms of the resolution of the Governing Authority which authorized their issuance, and the Act.

(d) The Escrow Agreement is hereby approved by the Governing Authority of the Issuer and the Executive Officers are hereby authorized and directed to execute and deliver the Escrow Agreement on behalf of the Issuer substantially in the form of Exhibit C hereof, with such changes, additions, deletions or completions deemed appropriate by such signing officials, and it is expressly provided and covenanted that all of the provisions for payment of the principal of, premium, if any, and interest on the Refunded Certificates from the special trust fund created under the Escrow Agreement shall be strictly observed and followed in all respects.

SECTION 2.2. Bond Resolution to Constitute Contract. In consideration of the purchase and acceptance of the Bonds by those who shall own the same from time to time, the provisions of this Bond Resolution shall be a part of the contract of the Issuer with the Owners of the Bonds and shall be deemed to be and shall constitute a contract between the Issuer and the Owners from time to time of the Bonds. The provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the Owners of any and all of the Bonds, each of which Bonds, regardless of the time or times of its issue or maturity, shall be of equal rank without preference, priority or distinction over any other thereof except as expressly provided in this Bond Resolution.

SECTION 2.3. Obligation of Bonds. The Bonds shall be secured by and payable in principal, premium, if any, and interest solely from an irrevocable pledge and dedication of the Pledged Revenues. The Pledged Revenues are hereby irrevocably and irrepealably pledged and dedicated in an amount sufficient for payment of the Bonds in principal, premium, if any, and interest as they shall become due and payable, and for other purposes hereinafter set forth in this Bond Resolution. All of the Pledged Revenues shall be set aside in a separate fund as hereinafter provided, and shall be and remain pledged for the security and prompt payment of the Bonds, in principal, premium, if any, and interest and for all other payments provided for in this Bond Resolution until such Bonds shall have been fully paid and discharged.

SECTION 2.4. Authorization and Designation. Pursuant to the provisions of the Act, there is hereby authorized issuance of not $2,255,000 principal amount of Bonds to be designated “Excess Revenue Refunding Bonds, 2002 Series,” for the purpose of currently refunding the Refunded Certificates. The Bonds shall be in substantially the form set forth in Exhibit C hereto, with such necessary or appropriate variations, omissions and insertions as are required or permitted by the Act and this Bond Resolution.

SECTION 2.5. Denominations, Dates, Maturities and Interest. The Bonds are issuable as fully registered bonds without coupons in the denominations of $5,000 principal amount or any integral multiple thereof within a single maturity, and shall be numbered R-l upwards.

The Bonds shall be dated February 1, 2002, shall bear interest payable on February 1 and August 1 of each year, commencing August 1, 2002, at the rates per annum and annual principal maturities set forth in the final Official Statement to be approved by the Executive

Officers, and shall mature on February 1 in the years and in the principal amounts set forth below:

DATE PRINCIPAL INTEREST

(FEB. 1) PAYMENT RATE

2003 410,000.00 6.000%

2004 435,000.00 4.800%

2005 450,000.00 3.400%

2006 470,000.00 3.875%

2007 490,000.00 4.125%

The principal and premium, if any, of the Bonds are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts at the principal corporate trust office of the Paying Agent, upon presentation and surrender thereof. Interest on the Bonds is payable by check mailed on or before the Interest Payment Date by the Paying Agent to the Owner (determined as of the Record Date) at the address of such Owner as it appears on the registration books of the Paying Agent maintained for such purpose. Except as otherwise provided in this Section, 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, as the case may be, provided, however, that if and to the extent that the Issuer shall default in payment of interest on any Bonds due on any Interest Payment Date, then all such Bonds shall bear interest at their stated rate from the most recent Interest Payment Date to which interest has been paid on the Bonds, or if no interest has been paid on the Bonds, from their dated date. 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 shall in all cases be entitled to receive the interest payable on such Interest Payment Date (unless such Bond has been called for redemption on a redemption date which is prior to such Interest Payment Date) not withstanding cancellation of such Bond upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date.

ARTICLE III

GENERAL TERMS AND PROVISIONS OF THE BONDS

SECTION 3.1. Exchange of Bonds; Persons Treated as Owners. The Issuer shall cause books for the registration and for the registration of transfer of the Bonds as provided in this Bond Resolution to be kept by the Paying Agent at its principal corporate trust office, and the Paying Agent is hereby constituted and appointed the registrar for the Bonds. At reasonable times and under reasonable regulations established by the Paying Agent said list may be inspected and copied by the Issuer or by the Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Bonds.

Upon surrender for registration of transfer of any Bond, the Paying Agent shall register and deliver in the name of the transferee or transferees one or more new fully registered Bonds of authorized denomination of the same maturity and like aggregate principal amount. At the option of the Owner, Bonds may be exchanged for other Bonds of authorized denominations of the same maturity and like aggregate principal amount, upon surrender of the Bonds to be exchanged at the principal corporate trust office of the Paying Agent. Whenever any Bonds are so surrendered for exchange, the Paying Agent shall register and deliver in exchange therefor the Bond or Bonds which the Bondholder making the exchange shall be entitled to receive. All Bonds presented for registration of transfer or exchange shall be accompanied by a written instrument or instruments of transfer in form and with a guaranty of signature satisfactory to the Paying Agent, duly executed by the Owner or his attorney duly authorized in writing.

No service charge to the Owners shall be made by the Paying Agent for any exchange or registration of transfer of Bonds. The Paying Agent may require payment by the person requesting an exchange or registration of transfer of Bonds of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. The Issuer and the

Paying Agent shall not be required (a) to issue, register the transfer of or exchange any Bond during a period beginning at the opening of business on the 15th calendar day of the month next preceding an Interest Payment Date or any date of selection of Bonds to be redeemed and ending at the close of business on the Interest Payment Date or day on which the applicable notice of redemption is given or (b) to register the transfer of or exchange any Bond so selected for redemption in whole or in part.

All Bonds delivered upon any registration of transfer or exchange of Bonds shall be valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under this Bond Resolution as the Bonds surrendered. Prior to due presentment for registration of transfer of any Bond, the Issuer and the Paying Agent, and any agent of the Issuer or the Paying Agent may deem and treat the person in whose name any Bond is registered as the absolute owner thereof for all purposes, whether or not such Bond shall be overdue, and shall not be bound by any notice to the contrary.

SECTION 3.2. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall become mutilated or be improperly canceled, or be destroyed, stolen or lost, the Governing Authority may in its discretion adopt a resolution and thereby authorize issuance and delivery of a new Bond in exchange for and substitution for such mutilated or improperly canceled Bond, or in lieu of and substitution for the Bond destroyed, stolen or lost, upon the Owner (i) furnishing the Issuer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the Issuer and the Paying Agent, (ii) giving to the Issuer and the Paying Agent an indemnity bond in favor of the Issuer and the Paying Agent in such amount as the Issuer may reasonably require, (iii) compliance with such other reasonable regulations and conditions as the Issuer may prescribe and (iv) paying such expenses as the Issuer and the Paying Agent may incur. All Bonds so surrendered shall be delivered to the Paying Agent for cancellation pursuant to Section 3.4 hereof. If any Bond shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer may pay the same, upon being indemnified as aforesaid, and if such Bond be lost, stolen or destroyed, without surrender thereof any such duplicate Bond issued pursuant to this Section shall constitute an original, additional, contractual obligation on the part of the Issuer, whether or not the lost, stolen or destroyed Bond be at any time found by anyone. Such duplicate Bond shall be in all respects identical with those replaced except that it shall bear on its face the following additional clause: “This bond is issued to replace a lost, canceled or destroyed bond under the authority of R.S. 39:971 through 39:974.”

Such duplicate Bond may be signed by the facsimile signatures of the same officers who signed the original Bonds, provided, however, that in the event the officers who executed the original Bonds are no longer in office, then the new Bonds may be signed by the officers then in office. Such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien and source and security for payment as provided herein with respect to all other Bonds hereunder, the obligation of the Issuer upon the duplicate Bonds being identical to their obligations upon the original Bonds and the rights of the Owner of the duplicate Bonds being the same as those conferred by the original Bonds.

SECTION 3.3. Preparation of Definitive Bonds, Temporary Bonds. Until the definitive Bonds are prepared, the Issuer may execute, in the same manner as is provided in Section 3.5, and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds except as to the denominations, one or more temporary typewritten Bonds substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in authorized denominations, and with such omissions, insertions and variations as may be appropriate to temporary Bonds.

SECTION 3.4. Cancellation of Bonds. All Bonds paid or redeemed either at or before maturity, together with all Bonds purchased by the Issuer, shall thereupon be promptly cancelled by the Paying Agent. The Paying Agent shall thereupon promptly furnish to the Executive Officers an appropriate certificate of cancellation.

SECTION 3.5. Execution. The Bonds shall be executed in the name and on behalf of the Issuer by the manual or facsimile signatures of the Executive Officers, and the corporate seal of the Calcasieu Parish School Board (or a facsimile thereof) shall be thereunto affixed, imprinted, engraved or otherwise reproduced thereon. In case any one or more of the officers who shall have signed or sealed any of the Bonds shall cease to be such officer before the Bonds so signed and sealed shall have been actually delivered, such Bonds may, nevertheless, be delivered as herein provided, and may be issued as if the person who signed or sealed such Bonds had not ceased to hold such office. Said officers shall, by the execution of the Bonds, adopt as and for their own proper signatures their respective facsimile signatures appearing on the Bonds or any legal opinion certificate thereon, and the Issuer may adopt and use for that purpose the facsimile signature of any person or persons who shall have been such officer at any time on or after the date of such Bond, notwithstanding that at the date of such Bond such person may not have held such office or that at the time when such Bond shall be delivered such person may have ceased to hold such office.

SECTION 3.6. Registration by Paying Agent No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Resolution unless and until a certificate of registration on such Bond substantially in the form set forth in Exhibit D hereto shall have been duly executed on behalf of the Paying Agent by a duly authorized signatory, and such executed certificate of the Paying Agent upon any such Bond shall be conclusive evidence that such Bond has been executed, registered and delivered under this Bond Resolution.

SECTION 3.7. Regularity of Proceedings. The Issuer, having investigated the regularity of the proceedings had in connection with issuance of the Bonds, and having determined the same to be regular, each of 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 this State.”

ARTICLE IV

PAYMENT OF BONDS; DISPOSITION OF FUNDS

SECTION 4.1. Deposit of Funds With Paying Agent. The Issuer covenants that it will deposit or cause to be deposited with the Paying Agent from the Pledged Revenues or other funds available for such purpose, at least one (1) Business Day in advance of the date on which payment of principal, premium, if any, and/or interest falls due on the Bonds, funds fully sufficient to pay promptly the principal, premium, if any, and interest so falling due on such date.

SECTION 4.2. Issuer’s Obligation. The Issuer does hereby obligate itself to budget annually a sufficient sum of money to pay the Bonds and the interest thereon as they respectively mature, and to levy and collect taxes and other revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and the interest on all outstanding Bonds and Certificates of Indebtedness, after payment in such years of all statutory, necessary and usual charges, until all of the Bonds have been retired as to both principal and interest, or provision therefor has been made in accordance with the provisions of Section 11.1 hereof. It shall be specifically understood and agreed, however, and this provision shall be made a part of this contract, that after the funds have actually been set aside out of the revenues of any year sufficient to pay the principal of and the interest on the Bonds for that year and such funds have been deposited in a Sinking Fund, then any excess of annual revenues remaining in that year shall be free for expenditure by the Issuer for other lawful purposes.

SECTION 4.3. Funds and Accounts. In order that the principal of and interest on the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer further covenants as follows: The excess of annual revenues of

the Issuer above statutory, necessary and usual charges constituting Pledged Revenues shall be deposited the credit of the Issuer, in separate and special bank accounts established and maintained with the regularly designated fiscal agent of the Calcasieu Parish School Board and designated “Excess Revenue Refunding Bond Sinking Fund” (the “Sinking Fund”). Funds on deposit in the Sinking Fund shall constitute dedicated funds of the Issuer, from which appropriations and expenditures by the Issuer shall be made solely for the purposes of paying the principal of, interest on, and redemption premium, if any, of the Bonds. Said fiscal agent shall transfer from said Sinking Fund to the paying agent bank or banks for all Bonds payable from said fund, at least one (1) Business Day in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest so falling due on such date.

All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in Qualified Investments, provided that Bond proceeds representing accrued interest, if any, shall be invested in Government Securities, maturing prior to the first interest payment date of the respective issues of bonds as herein provided. All income derived from such investments shall be added to the applicable Sinking Fund, and such investments shall, to the extent at any time necessary, be liquidated and the proceeds thereof applied to the purposes for which the Sinking Fund is herein created.

SECTION 4.4. Funds to Constitute Trust Funds. The Sinking Fund provided for in Section 4.3 hereof shall all be and constitute a trust fund for the purposes provided in this Bond Resolution, and the Owners of Bonds issued pursuant to this Bond Resolution are hereby granted a lien on all such funds until applied in the manner provided herein. The moneys in such fund shall at all times be secured to the full extent thereof by the bank or trust company holding such funds in the manner required by the laws of the State.

SECTION 4.5. Method of Valuation and Frequency of Valuation. In computing the amount in any fund provided for in Section 4.3, investments shall be valued at the lower of the cost or the market price, exclusive of accrued interest. With respect to the Sinking Fund valuation shall occur annually. If any investment in the Sinking Fund ceases to be a Qualified Investment, then such non-conforming investment shall be sold or liquidated and the proceeds thereof invested in Qualified Investments.

ARTICLE V

REDEMPTION OF BONDS

SECTION 5.1. Redemption of Bonds. The Bonds shall not be callable for redemption prior to their stated maturities.

ARTICLE VI

PARTICULAR COVENANTS, ADDITIONAL BONDS

SECTION 6.1. Obligation of the Issuer in Connection with Issuance of the Bonds. As a condition of the issuance of the Bonds, the Issuer hereby binds and obligates itself to: (a) deposit irrevocably in trust with the Escrow Agent under the terms and conditions of the Escrow Agreement, as hereinafter provided, an amount of the proceeds derived from issuance and sale of the Bonds (exclusive of accrued interest), together with additional moneys of the Issuer, as will enable the Escrow Agent to immediately purchase non callable Government Securities described in the Escrow Agreement, which, together with the initial cash deposit deposited therein, shall mature in principal and interest in such a manner as to provide at least the required cash amount on or before March 1, 2002, to pay and retire or redeem the Refunded Certificates, including premium, if any, payable upon redemption; and (b) deposit in trust with the Escrow Agent such amount of the proceeds of the Bonds as will enable the Escrow Agent to pay the Costs of Issuance and the costs properly attributable to the establishment and administration of the Escrow Fund.

SECTION 6.2. Payment of Bonds. The Issuer shall budget in each Fiscal Year sufficient Pledged Revenues to make all payments required by Section 4.3 in such Fiscal Year, and shall also duly and punctually pay or cause to be paid as herein provided, the principal or redemption price, if any, of every Bond and the interest thereon, at the dates and places and in the manner stated in the Bonds according to the true intent and meaning thereof.

SECTION 6.3. Tax Covenants. (A) To the extent permitted by the laws of the State, the Issuer will comply with the requirements of the Code to establish, maintain and preserve the exclusion from “gross income” of interest on the Bonds under the Code. The Issuer shall not take any action or fail to take any action, nor shall they permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause any Bond to be an “arbitrage bond” as defined in the Code or would result in the inclusion of the interest on any Bond in “gross income” under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of the proceeds of the Bonds, (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America, or (iii) the use of proceeds of the Bonds in a manner which would cause the Bonds to be "private activity bonds" under the Code.

(B) The Issuer shall not permit at any time or times any proceeds of the Bonds or any other funds of the Issuer to be used, directly or indirectly, in a manner which would result in exclusion of interest on any Bond from the treatment afforded by Section 103(a) of the Code, as from time to time amended, or any successor provision thereto.

(C) For purposes of paragraphs (A) and (B) above, “interest” shall include any original issue discount properly allocable to the holder of a Bond.

(D) The Bonds herein authorized are designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code. In making this designation, Issuer finds and determines that:

(i) the Bonds are not “private activity bonds” within the meaning of the Code;

(ii) upon original issue, the Refunded Certificates were “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code;

(iii) the amount of the Bonds does not exceed the outstanding amount of the Refunded Certificates;

(iv) the average maturity date of the Bonds is not later than the average maturity date of the Refunded Certificates;

(v) the maturity date of the Bonds is not later than 30 years after the date the Refunded Certificates were issued; and

(vi) the face amount of the Bonds does not exceed $10,000,000.

SECTION 6.4. Issuer to Maintain Books and Records. So long as any of the Bonds are outstanding and unpaid in principal or interest, the Issuer shall maintain and keep proper books of records and accounts separate and apart from all other records and accounts in which shall be made full and correct entries of all transactions relating to the collection and expenditure of revenues, including receipts of ad valorem taxes, including specifically but without limitation, all reasonable and necessary costs and expenses of collection. Not later than six (6) months after the close of each Fiscal Year, the Issuer shall cause an audit of such books and accounts to be made by the Legislative Auditor of the State (or his successor) or by a recognized independent firm of certified public accountants showing the receipts of and disbursements made for the account of the Sinking Funds. Such audit shall be available for inspection upon request by the Owners of any of the Bonds.

SECTION 6.5. Pledged Revenues Not Encumbered. As of this date, the Pledged Revenues are not pledged or encumbered in any way, except to the payment of the Refunded Certificates and other excess revenue certificates previously or simultaneously issued by the Issuer.

ARTICLE VII

SUPPLEMENTAL BOND RESOLUTIONS

SECTION 7.1. Supplemental Resolutions Effective Without Consent of Owners. For any one or more of the following purposes and at any time from time to time, a resolution and/or ordinance supplemental hereto may be adopted, which, upon filing with the Paying Agent of a certified copy thereof, but without any consent of Owners, shall be fully effective in accordance with its terms: (a) to add to the covenants and agreements of the Issuer in the Bond Resolution other covenants and agreements to be observed by the Issuer which are not contrary to or inconsistent with the Bond Resolution as theretofore in effect; (b) to add to the limitations and restriction in the Bond Resolution other limitations and restrictions to be observed by the Issuer which are not contrary to or inconsistent with the Bond Resolution as theretofore in effect; (c) to surrender any right, power or privilege reserved to or conferred upon the Issuer by the terms of the Bond Resolution, but only if the surrender of such right, power or privilege is not contrary to or inconsistent with the covenants and agreements of the Issuer contained in the Bond Resolution; (d) to cure any ambiguity, supply any omission, or cure or correct any defect or inconsistent provision of the Bond Resolution; or (e) to insert such provisions clarifying matters or question arising under the Bond Resolution as are necessary or desirable and are not contrary to or inconsistent with the Bond Resolution as theretofore in effect.

SECTION 7.2. Supplemental Resolutions Effective With Consent of Owners. Except as provided in Section 7.1, any modification or amendment of the Bond Resolution or of the rights and obligations of the Issuer and of the Owners of the Bonds hereunder, in any particular, may be made by a supplemental resolution, with the written consent of the Owners of a majority of the Bond Obligation at the time such consent is given. No such modification or amendment shall permit a change in the terms of redemption or maturity of the principal of any outstanding Bond or of any installment of interest thereon or a reduction in the principal amount or the redemption price thereof or in the rate of interest thereon without the consent of the Owner of such Bond, or shall reduce the percentages of Bonds the consent of the Owner of which is required to effect any such modification or amendment, or change the obligation of the Issuer to budget annually Pledged Revenues for payment of the Bonds as provided herein, without the consent of the Owners of all of the Bonds then outstanding, or shall change or modify any of the rights or obligations of either the Paying Agent without its written assent thereto. For purposes of this Section, Bonds shall be deemed to be affected by a modification or amendment of the Bond Resolution if the same adversely affects or diminishes the rights of the Owners of said Bonds.

ARTICLE VIII

PARITY BONDS

SECTION 8.1. Issuance of Parity Bonds. All of the Bonds shall enjoy complete parity of lien on the Pledged Revenues despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds. The Issuer may issue other bonds or obligations payable from or enjoying a lien on the Pledged Revenues on a parity with the Bonds.

The Bonds or any part thereof, including interest and redemption premium thereon, may be refunded and the refunding bonds so issued shall enjoy complete equality of lien with the portion of the Bonds which is not refunded, if there be any, and the refunding bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Bonds refunded.

ARTICLE IX

REMEDIES ON DEFAULT

SECTION 9.1. Events of Default. If one or more of the following events (in this Bond Resolution called “Events of Default”) shall happen, that is to say,

(a) if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity or otherwise; or

(b) if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; or

(c) if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in the Bond Resolution, any supplemental resolution or in the Bonds contained and such default shall continue for a period of forty-five (45) days after written notice thereof to the Issuer by the Insurer or the Owners of not less than 25% of the Bond Obligation (as defined in the Bond Resolution); or

(d) if the Issuer shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law;

then, upon the happening and continuance of any Event of Default the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law. Under no circumstances may the principal or interest of any of the Bonds be accelerated. All remedies shall be cumulative with respect to the Paying Agent and the Owners; if any remedial action is discontinued or abandoned, the Paying Agent and the Owners shall be restored to the former positions.

ARTICLE X

CONCERNING FIDUCIARIES

SECTION 10.1. Escrow Agent; Appointment and Acceptance of Duties. Argent Trust Company, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, is hereby appointed Escrow Agent. The Escrow Agent shall signify its acceptance of the duties and obligations imposed upon it by this Bond Resolution by executing and delivering the Escrow Agreement. The Escrow Agent is authorized to file, on behalf of the Issuer, subscription forms for any Government Securities required by the Escrow Agreement.

SECTION 10.2. Paying Agent; Appointment and Acceptance of Duties. The Issuer will at all times maintain a Paying Agent having the necessary qualifications for the performance of the duties described in this Bond Resolution. The designation of Argent Trust Company, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, as the initial Paying Agent is hereby confirmed and approved. The Paying Agent shall signify its acceptance of the duties and obligations imposed on it by the Bond Resolution by executing and delivering an acceptance of its rights, duties and obligations as Paying Agent set forth herein in form and substance satisfactory to the Issuer.

SECTION 10.3. Successor Paying Agent. Any successor Paying Agent shall be a trust company or bank in good standing, located in or incorporated under the laws of the State, and duly authorized to exercise trust powers and subject to examination by federal or state authority. No resignation or removal of the Paying Agent shall become effective until a successor has been appointed and has accepted the duties of Paying Agent. Every successor Paying Agent appointed pursuant to this Section shall be a trust company or bank in good standing located in or

incorporated under the laws of the State, and duly authorized to exercise trust powers and subject to examination by federal or state authority.

ARTICLE XI

MISCELLANEOUS

SECTION 11.1. Defeasance. (a) If the Issuer shall pay or cause to be paid to the Owners of all Bonds then outstanding, the principal and interest and redemption premium, if any, to become due thereon, at the times and in the manner stipulated therein and in this Bond Resolution, then the covenants, agreements and other obligations of the Issuer to the Bondholders shall be discharged and satisfied. In such event, the Paying Agent shall, upon the request of the Issuer, execute and deliver to the Issuer all such instruments as may be desirable to evidence such discharge and satisfaction and the Paying Agent shall pay over or deliver to the Issuer any moneys, securities and funds held by it pursuant to the Bond Resolution which are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption.

(b) Bonds or interest installments for the payment or redemption of which sufficient Defeasance Obligations shall have been set aside and held in trust by the Paying Agent or an escrow agent (through deposit by the Issuer of funds for such payment or redemption or otherwise) at a maturity or redemption date thereof shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section.

Any Bond prior to maturity shall be deemed to have been paid within the meaning and with the effect expressed in paragraph (a) of this Section if (i) there shall have been deposited with the Paying Agent or an escrow agent Defeasance Obligations, in the amounts and having such terms as are necessary to provide moneys (whether as principal, premium, if any, or interest) in an amount sufficient to pay when due the principal thereof, together with all accrued interest and (ii) the adequacy of the Defeasance Obligations so deposited to pay when due the principal and all accrued interest shall have been verified by an independent certified public accountant.

Neither Defeasance Obligations deposited pursuant to this Section nor principal or interest payments on any such securities shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal or redemption price, if applicable, and interest to become due on the Bonds; provided that any cash received from such principal or interest payments on such Defeasance Obligations shall, if permitted by the Code, and to the extent practicable, be reinvested in Defeasance Obligations maturing at times and in amounts sufficient to pay when due the principal and interest to become due on said Bonds as they respectively mature.

SECTION 11.2. Evidence of Signatures of Bondholders and Ownership of Bonds. (a) Any request, consent, revocation of consent or other instrument which the Bond Resolution may require or permit to be signed and executed by the Owners may be in one or more instruments of similar tenor, and shall be signed or executed by such Owners in person or by their attorneys-in-fact appointed in writing. Proof of (i) the execution of any such instrument, or of an instrument appointing any such attorney, or (ii) the ownership by any person of the Bonds shall be sufficient for any purpose of the Bond Resolution (except as otherwise therein expressly provided) if made in the following manner, or in any other manner satisfactory to the Paying Agent, which may nevertheless in its discretion require further or other proof in cases where it deems the same desirable:

1. The fact and date of execution by any Owner or his attorney-in-fact of such instrument may be proved by the certificate, which need not be acknowledged or verified, of an officer of a bank or trust company or of any notary public or other officer authorized to take acknowledgments of deeds, that the person signing such request or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution, duly

sworn to before such notary public or other officer. Where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority.

2. The ownership of Bonds and the amount, numbers and other identification, and date of owning the same shall be proved by the registration books of the Paying Agent.

(b) Any request or consent by the Owner of any Bond shall bind all future Owners of such Bond in respect of anything done or suffered to be done by the Issuer or the Paying Agent in accordance therewith.

SECTION 11.3. Moneys Held for Particular Bonds. The amounts held by the Paying Agent for the payment due on any date with respect to particular Bonds shall, on and after such date and pending such payment, be set aside on its books and held in trust by it, without liability for interest, for the Owners of the Bonds entitled thereto.

SECTION 11.4. Parties Interested Herein. Nothing in the Bond Resolution expressed or implied is intended or shall be construed to confer upon, or to give to, any person or corporation, other than the Issuer, the Paying Agent and Owners of the Bonds any right, remedy or claim under or by reason of the Bond Resolution or any covenant, condition or stipulation thereof; and all the covenants, stipulations, promises and agreements in the Bond Resolution contained by and on behalf of the Issuer shall be for the sole and exclusive benefit of the Issuer, the Paying Agent and Owners of the Bonds.

SECTION 11.5. No Recourse on the Bonds. No recourse shall be had for payment of the principal of or interest on the Bonds or for any claim based thereon or on this Bond Resolution against any member of the Governing Authority or officer of the Issuer or any person executing the Bonds.

SECTION 11.6. Successors and Assigns. Whenever in this Bond Resolution the Issuer is named or referred to, it shall be deemed to include its successors, and assigns and all the covenants and agreements in this Bond Resolution contained by or on behalf of the Issuer shall bind and enure to the benefit of its successors, and assigns whether so expressed or not.

SECTION 11.7. Subrogation. In the event the Bonds herein authorized to be issued, or any of them, should ever be held invalid by any court of competent jurisdiction, the Owner or Owners thereof shall be subrogated to all the rights and remedies against the Issuer had and possessed by the Owner or Owners of the Refunded Certificates.

SECTION 11.8. Severability. In case any one or more of the provisions of the Bond 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 the Bond Resolution or of the Bonds, but the Bond 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 of the Bond Resolution which validates or makes legal any provision of the Bond Resolution or the Bonds which would not otherwise be valid or legal shall be deemed to apply to this Bond Resolution and to the Bonds.

SECTION 11.9. Publication of Bond Resolution; Preemption. This Bond Resolution shall be published one time in the official journal of the Governing Authority; however, it shall not be necessary to publish any exhibits hereto if the same are available for public inspection and such fact is stated in the publication. For thirty days after the date of publication, any person in interest may contest the legality of this Bond Resolution, any provision of the Bonds, the provisions therein made for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to the authorization and issuance of the Bonds. After the said thirty days, no person may contest the regularity, formality, legality or effectiveness of this Bond Resolution, any provisions of the Bonds to be issued pursuant hereto, the provisions

for the security and payment of the Bonds and the validity of all other provisions and proceedings relating to their authorization and issuance, for any cause whatever. Thereafter, it shall be conclusively presumed that the Bonds are legal and that every legal requirement for the issuance of the Bonds has been complied with. No court shall have authority to inquire into any of these matters after the said thirty days.

SECTION 11.10. Execution of Documents. In connection with issuance and sale of the Bonds, the Executive Officers are each authorized, empowered and directed to execute on behalf of the Issuer such documents, certificates and instruments as they may deem necessary, upon the advice of Bond Counsel, to effect the transactions contemplated by this Bond Resolution, the signatures of the Executive Officers on such documents, certificates and instruments to be conclusive evidence of the due exercise of the authority granted hereunder.

SECTION 11.11. Recordation. A certified copy of this Bond Resolution shall be filed and recorded as soon as possible in the Mortgage Records of the Parish of Calcasieu, State of Louisiana.

ARTICLE XII

SALE OF BONDS

SECTION 12.1. Sale of Bonds. The award and sale of the Bonds to the Underwriter at a price of par plus accrued interest to the date of deliver of the Bonds, and under the terms and conditions set forth in the bid of the Underwriter attached hereto as Exhibit B, is hereby ratified and confirmed. After their execution and authentication by the Paying Agent, the Bonds shall be delivered to the Underwriter or its agent or assign, upon receipt by the Issuer of the agreed purchase price. The Executive Officers are hereby authorized, empowered and directed, on behalf of the Issuer, to deliver or cause to be executed and delivered all documents required to be executed on behalf of the Issuer or deemed by them necessary or advisable to implement the Bond Resolution or to facilitate the sale of the Bonds.

SECTION 12.2. Official Statement. The Issuer hereby approves the form and content of the Official Statement pertaining to the Bonds, as submitted to the Issuer, and hereby ratifies its prior use in connection with the sale of the Bonds. The Issuer further authorizes and directs execution thereof by the Executive Officers and delivery of such final Official Statement to the Underwriter for use in connection with the public offering of the Bonds.

SECTION 12.3. Executive Officers Determine Bond Terms. The Executive Officers are hereby designated as representatives of the Issuer and are authorized to accept and execute on behalf of the Issuer an offer of the Underwriter for purchase of the Bonds as expressly set forth in the bid of the Underwriter dated January 9, 2002, at a sales price of the Bonds at not less than par, plus accrued interest to the date of delivery of the Bonds. The Executive Officers may, in their discretion, establish on behalf of the Issuer the par value of the Bonds, the interest rates payable thereon as well as the annual principal maturities thereof.

The Executive Officers be and they are hereby authorized and directed to take all actions in conformity with the Act, if necessary, or reasonably required to effectuate the issuance, sale and delivery of the Bonds and shall take all action necessary or desirable in conformity with the Act for carrying out, giving effect to and consummating the transactions contemplated by the Bonds, this Bond Resolution, and the Final Official Statement, including without limitation, the execution and delivery of any closing documents in connection with the issuance, sale and delivery of the Bonds. The Executive officers are specifically authorized to approve such changes to said documents as are necessary and appropriate and not contrary to the general tenor thereof, such approval to be conclusively evidenced by such execution thereof.

ARTICLE XIII

REDEMPTION OF REFUNDED CERTIFICATES

SECTION 13.1. Call for Redemption. Subject only to delivery of the Bonds, the Refunded Certificates are hereby irrevocably called for redemption on March 1, 2002, at a redemption price of 100% of the principal amount of each Certificate so redeemed, and accrued interest to the date of redemption, in compliance with the resolution authorizing their issuance.

SECTION 13.2. Notice of Redemption. In accordance with the resolutions authorizing issuance of the Refunded Certificates, notice of redemption in substantially the form attached hereto as Exhibit E, shall be given by means of first class mail (postage prepaid) not less than thirty (30) days prior to the date fixed for redemption, addressed to the registered owner of each Certificate to be redeemed at his address as shown on the registration books of the paying agent for the Refunded Certificates.

ARTICLE XIV

CONTINUING DISCLOSURE UNDERTAKING

SECTION 14.1. Continuing Disclosure. The Chief Financial Officer of the Issuer is hereby empowered and directed to execute an appropriate Continuing Disclosure Certificate (substantially in the form set forth in Appendix F of the official statement issued in connection with the issuance and sale of the Bonds) pursuant to S.E.C. Rule 15c2-12(b)(5).

ADOPTED AND APPROVED on this 15^th day of January, 2002.

/s/ John M. Falgout

JOHN M. FALGOUT, President

/s/ Jude W. Theriot

JUDE W. THERIOT, Secretary

Certificate Resolution Authorizing Issuance and Sale of 2,000,000 Excess Revenue Certificates of Indebtedness (Classroom Facilities Project)

Lake Charles, Louisiana

January 15, 2002

The Parish School Board of Calcasieu Parish, Louisiana, met in regular public session at 5:00 o'clock p.m. on Tuesday, January 15, 2002, at the regular meeting place of said Board in the Calcasieu Parish School Board Office, 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.

President, John M. Falgout, called the meeting to order and on roll call, the following members were present:

ABSENT: None

Jude W. Theriot, Board Secretary, also attended. The meeting was called to order and the roll called with the above results.

The following resolution was thereupon introduced, and pursuant to motion made by Mr. Doucet and seconded by Mr. Blackwell, was adopted by the following vote:

NAYS: None

CERTIFICATE RESOLUTION

A RESOLUTION AUTHORIZING ISSUANCE, SALE AND DELIVERY OF TWO MILLION AND NO/100 ($2,000,000) DOLLARS EXCESS REVENUE CERTIFICATES OF INDEBTEDNESS OF THE CALCASIEU PARISH SCHOOL BOARD (CLASSROOM FACILITIES PROJECT) SERIES 2002, CONFIRMING THE SALE, PRESCRIBING THE FORM AND FIXING THE DETAILS THEREOF; PROVIDING FOR SECURITY AND PAYMENT OF SAID CERTIFICATES IN PRINCIPAL AND INTEREST; AND CERTAIN OTHER MATTERS IN CONNECTION THEREWITH.

WHEREAS, it is projected that the general fund budget of the Calcasieu Parish School Board, Lake Charles, Louisiana (the “Issuer”) for the fiscal year ending June 30, 2002, will show an estimated excess of revenues over statutory, necessary and usual charges and all other expenses for such fiscal year in the total amount in excess of $18 million, as will more fully appear by reference to said budget;

WHEREAS, after carefully investigating and studying the actual revenues and expenditures and all matters in connection therewith for that portion of the fiscal year ending June 30, 2002, the Issuer has found and does hereby find and determine that the actual surplus

for said fiscal year will, in all probability, be in excess of the amount reflected in the aforesaid budget;

WHEREAS, the estimates contained in the aforesaid budget are also deemed reasonable and conservative in view of the operating experience over the past several years, as reflected by the official audits, over the general fund revenues and expenditures;

WHEREAS, Sections 2922 to 2923, inclusive, of Title 33 of the Louisiana Revised Statutes of 1950, as amended, the (the “Act”) authorize the Issuer to make and enter into contracts dedicating the excess of annual revenues of subsequent years above statutory, necessary and usual

charges to the payment of that portion of the cost of public improvements which is to be borne by the Issuer under such contacts, provided all such dedications do not exceed the estimated excess of revenues over said statutory, necessary and usual charges of the year in which the contract is made;

WHEREAS, the Issuer desires to incur debt and issue not exceeding TWO MILLION AND NO/100 ($2,000,000) DOLLARS in Excess Revenue Certificates of Indebtedness in the manner authorized and provided by the Act and as hereinafter provided, to provide ready funds to pay the costs of construction of certain classroom facilities improvements of the Issuer, title to which shall be in the public;

WHEREAS, it has been determined by the Issuer that after meeting statutory, necessary and usual charges, there will remain ample undedicated funds to pay debt service on the Excess Revenue Certificates of Indebtedness herein authorized;

WHEREAS, the Issuer acquired approval of the Louisiana State Bond Commission on October 18, 2001, for approval of the issuance, sale and delivery of not to exceed TWO MILLION AND NO/100 ($2,000,000) DOLLARS of Excess Revenue Certificates of Indebtedness of the Issuer, to be used for the purpose of financing the construction, acquisition and installation of certain classroom facilities improvements in the Calcasieu Parish Schools, and which Certificates are to be secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the ten (10) year period during which the Certificates are outstanding, above statutory, necessary and usual charges;

WHEREAS, pursuant to Notice of Certificate Sale duly published, sealed bids were received for the purchase of $2,000,000 Calcasieu Parish School Board Excess Revenue Certificates of Indebtedness (Classroom Facilities Project), Series 2001, which Certificates were awarded and sold to Hibernia National Bank, of New Orleans, Louisiana, by resolution of the Calcasieu Parish School Board (the “Issuer”) adopted on November 13, 2001, at a price of not less than par and accrued interest to date of delivery; and

WHEREAS, on November 28, 2001, Hibernia National Bank informed the Issuer of its decision not to purchase the Certificates and to forfeit its good faith deposit;

WHEREAS, on December 4, 2001, the Issuer authorized the Chief Financial Officer to negotiate the sale of the Certificates at an interest rate and terms most advantageous to the Issuer; and

WHEREAS, sale of the Certificates has been negotiated with Duncan-Williams, Inc., Memphis, Tennessee, at a true interest cost to the Issuer of 4886278%;

WHEREAS, the Issuer now desires to provide for issuance of the Certificates in the original principal amount of TWO MILLION AND NO/100 ($2,000,000) DOLLARS of its Excess Revenue Certificates of Indebtedness (Classroom Facilities Project), Series 2002 (the “Certificates”) to finance construction, acquisition and installation of certain classroom facilities improvements within the Issuer’s schools, said Certificates to be secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the ten (10) year period during which the Certificates are outstanding, above statutory, necessary and usual charges;

NOW THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, 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 Certificates and transfers of the Certificates shall be made as provided herein.

“Certificate” means any 2002 Series Certificate of Indebtedness 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 certificate previously issued.

“Certificates” means the Calcasieu Parish School Board Excess Revenue Certificates of Indebtedness (Classroom Facilities Project), Series 2002, authorized by this Resolution, in the total aggregate principal amount of Two Million Dollars ($2,000,000).

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

“Sinking 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.

“Federal” means the United States of America.

“Governing Authority” means the Calcasieu Parish School Board.

“Interest Payment Dates” means February 1 and August 1 in each year commencing August 1, 2002.

“Issuer” means the Parish School Board of Calcasieu Parish, Louisiana.

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

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

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

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

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

5. Certificates 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 Certificate means the Person in whose name such Certificate is registered in the Bond Register, as herein provided.

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

“Record Date” for the interest payable on any Interest Payment Date means the 15th calendar day of the month next preceding an Interest Payment Date, whether or not such day is a Business Day.

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

“State” means the State of Louisiana.

SECTION 2. Authorization of Certificates; Maturities. In compliance with and under the authority of the provisions of Sections 2922 to 2923, inclusive, of Title 33 of the Louisiana Revised Statutes of 1950, as amended, the (the “Act”) and constitutional and statutory authority supplemental thereto, and pursuant to proceedings regularly and legally taken by the Issuer, there is hereby authorized the creation of an indebtedness of not exceeding TWO MILLION AND NO/100 ($2,000,000) DOLLARS, for, on behalf of and in the name of the Issuer, to be represented by Excess Revenue Certificates of Indebtedness of the Issuer, for the purpose of paying the cost of construction, acquisition and installation of certain classroom facilities improvements within and to certain schools within the Calcasieu Parish School System. To represent said indebtedness, there be and there is hereby authorized issuance of negotiable interest bearing, fully registered Excess Revenue Certificates of Indebtedness of the Calcasieu Parish School Board, Series 2002, in the principal amount of TWO MILLION AND NO/100 ($2,000,000) DOLLARS (the “Certificates”), which Certificates shall be in the denomination of $5,000 each and any integral multiple of $5,000 in excess thereof, within a single maturity, shall be numbered consecutively commencing with number R-1, shall be dated February 1, 2002, and shall bear interest at the rate or rates hereinafter specified, payable February 1 and August 1 of each year beginning August 1, 2002, both principal and interest being payable at the principal corporate office of Argent Trust Company, a division of National Independent Trust Company, Ruston, Louisiana, and shall mature serially on February 1 of each year and shall bear interest as follows:

MATURITY INTEREST

DATE PRINCIPAL RATE PER

(Feb. 1) AMOUNT ANNUM

2003 150,000.00 7.000%

2004 160,000.00 7.000%

2005 175,000.00 6.000%

2006 180,000.00 6.000%

2007 190,000.00 5.625%

2008 205,000.00 4.200%

2009 215,000.00 4.375%

2010 225,000.00 4.500%

2011 245,000.00 4.600%

2012 255,000.00 4.700%

The principal of the Certificates, 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 Certificates 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 Certificate is registered at the close of business on the Record Date with respect to an Interest Payment Date (unless such Certificate 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 Certificate upon any registration of transfer or exchange thereof subsequent to such Record Date and prior to such Interest Payment Date. Each Certificate delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Certificate shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Certificate, and each such Certificate will bear interest (as herein set forth) so that neither gain nor loss interest shall result from such transfer, exchange or substitution.

No Certificate will be entitled to any right or benefit under this Resolution, or be valid or obligatory for any purpose, unless there appears on such Certificate 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 Certificates maturing in the years 2003 to 2007, inclusive, shall not be subject to redemption prior to maturity. Those Certificates maturing February 1, 2008 and thereafter shall be callable for redemption by the Issuer in full at any time on or after February 1, 2007, 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 February 1, 2007, 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 Certificate to be redeemed is of a principal amount denomination larger than $5,000, a portion of such Certificate ($5,000 principal amount or any multiple thereof) may be redeemed. Any Certificate 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 Certificate a new Certificate or Certificates 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 Certificate so surrendered. Official notice of such call of any of the Certificates 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 Certificate to be redeemed as shown on the Bond Register.

SECTION 4. Exchange of Certificates; Persons Treated as Owners. The Issuer shall cause books for registration and for transfer of the Certificates (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 Certificates. The Certificates 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 Certificates or by other instrument of transfer and assignment in such form as shall be satisfactory to the Paying Agent. A new Certificate or Certificates will be delivered by the Paying Agent to the last assignee (the new registered owner) in exchange for such transferred and assigned Certificates within three (3) business days after receipt of the Certificates to be transferred in proper form. Such new Certificate or Certificates 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 Certificate during a period beginning (i) at the opening of business on the Record Date, or (ii) with respect to any Certificate 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 Certificate and ending on the date of such redemption. The execution by the Issuer of any fully registered Certificate shall constitute full and due authorization of such Certificate and the Paying Agent shall thereby be authorized to authenticate, date and deliver such Certificate; provided, however, that the principal amount of outstanding Certificates of each maturity authenticated by the Paying Agent shall not exceed the authorized principal amount of Certificates 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 Certificate blanks executed by the Issuer for use in the transfer and exchange of Certificates.

SECTION 5. Registered Owner. As to any Certificate, 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 Certificate 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 Certificate, including the interest thereon, to the extent of the sum or sums so paid.

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

(FACE OF CERTIRFICATE)

UNITED STATES OF AMERICA

STATE OF LOUISIANA

PARISH OF CALCASIEU

REGISTERED REGISTERED

O. R- $

CALCASIEU PARISH SHOOL BOARD

EXCESS REVENUE CERTIFICATE OF INDEBTEDNESS

(CLASSROOM FACILITIES PROJECT)

SERIES 2002

DATED DATE: MATURITY DATE: INTEREST RATE: CUSIP NO.

The Calcasieu Parish School Board, Calcasieu Parish, Louisiana (the “Issuer”) for value received, hereby acknowledges itself indebted and promises to pay to

REGISTERED OWNER:

PRINCIPAL AMOUNT:

or registered assigns, on the maturity date set forth above, the principal amount set forth above, together with interest thereon from the dated date, said interest payable on February 1 and August 1 of each year, commencing August 1, 2002, at the interest rate per annum set forth above until said principal sum is paid, unless this Certificate has been previously called for redemption and payment shall have been duly made or provided for. The principal of this Certificate upon maturity or redemption is payable in lawful money of the United States of America at the principal corporate trust office of Argent Trust Company, a Division of National Independent Trust Company located in Ruston, Louisiana (the Paying Agent/Registrar), or successor thereto, upon presentation and surrender hereof. Interest on this Certificate is payable by check mailed on each interest payment date by the Paying Agent/Registrar to the registered owner (determined as of the 15^th calendar day next preceding said interest payment date) at the address, as shown on the books of the Paying Agent/Registrar.

Certificates maturing in the years 2003 to 2007, inclusive, shall not be subject to redemption prior to maturity. Those Certificates maturing February 1, 2008 and thereafter shall be callable for redemption by the Issuer in full at any time on or after February 1, 2007, 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 February 1, 2007, 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.

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

This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Certificate 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 has caused this Excess Revenue Certificate of Indebtedness to be executed in its name by the facsimile signatures of the duly authorized President and Secretary of the Calcasieu Parish School Board, and the seal of said Issuer to be impressed or imprinted hereon, and this Certificate to be dated February 1, 2002.

CALCASIEU PARISH SCHOOL BOARD

SECRETARY PRESIDENT

[S E A L]

(LOWER LEFT)

PAYING AGENT/REGISTRAR'S

CERTIFICATE OF REGISTRATION

This Certificate is one of the Certificates

referred to in the within mentioned

Certificate Resolution.

Argent Trust Company, a Division of

National Independent Trust Company

in the City of Ruston, Louisiana, as

Paying Agent/Registrar

By:

Date of Authentication:

(REVERSE OF CERTIFICATE)

ADDITIONAL PROVISIONS

This Certificate is one of an issue, the Certificates 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 TWO MILLION AND NO/100 ($2,000,000.00) DOLLARS; said Certificates to mature annually, issued pursuant to a Certificate Resolution adopted on January 15, 2002, by the Calcasieu Parish School Board, under the provisions of Sections 2922 and 2923, et seq., of Title 33 of the Louisiana Revised Statues of 1950, as amended, for the purpose of paying the cost of construction, acquisition and installation of certain classroom facilities improvements within certain of the schools of the Calcasieu Parish School Board.

This Certificate and the other Certificates of this issue are secured by and payable in principal and interest from the irrevocable pledge and dedication of the excess of annual revenues of the Issuer in the Fiscal Year Beginning July 1, 2001, and ending June 30, 2002, and subsequent years above statutory, necessary and usual charges as well as those funds and monies of the Issuer budgeted, allocated, available, dedicated, set aside or otherwise to be utilized to fund or make debt services payments on the outstanding Certificates. The Issuer is obligated to budget annually a sufficient sum of money to pay said Certificates and the interest thereon as they respectively mature, and to levy and collect taxes and other revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and interest on all outstanding certificates of indebtedness, after payment in such years of all statutory, necessary and usual charges. For a more complete statement of the revenues from

which and conditions under which this Certificate is payable, and the general covenants and provisions pursuant to which this Certificate is issued, reference is hereby made to the aforesaid Certificate Resolution adopted on January 15, 2002.

At the option of the Issuer, Certificates of this issue maturing in the years 2008 to 2012 shall be callable for redemption prior to their stated dates of maturity in 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 February 1, 2007, at a price of par of the face value thereof and accrued interest to the redemption date. Notice of call for redemption of any of the Certificates 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 Certificate to be redeemed at his address as shown on the registration books of the Paying Agent/Registrar. In the event a Certificate is of a denomination larger than $5,000 a portion of such Certificate ($5,000 or any multiple thereof) may be redeemed.

IT IS CERTIFIED that this Certificate 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 Certificate and the issue of which it forms a part, necessary to have the same constitute 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 this Certificate and the issue of which it forms a part do not exceed any limitation prescribed by the Constitution and Statutes of the State of Louisiana. It is also certified, recited and declared that this Certificate is negotiable paper under the Law Merchant, and it shall not be invalid for any irregularity or defect in the proceedings provided for its issuance and that it shall be incontestable in the hands of bona fide purchasers thereof for value.

A S S I G N M E N T

FOR VALUE RECEIVED, the undersigned, hereby, sells, assigns and transfers unto the within

Certificate and all rights thereunder, and hereby irrevocable constitutes and appoints , attorney or agent to transfer the within Certificate 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 on the face of the within Certificate in every particular, without alteration or enlargement or any change whatever.

(Form of Legal Opinion Certificate -

to Be Printed on All Certificates)

I, the undersigned Secretary of the Calcasieu Parish School Board, Calcasieu Parish, Louisiana, do hereby certify that the following is a true copy of the complete legal opinion of Joseph A. Delafield., Esq., the original of which was manually executed, dated and issued as of the date of payment for and delivery of the original Certificates of the issue described therein and was delivered to representing the original purchasers thereof.

Secretary

SECTION 7. Execution of Certificates. The Certificates 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 Certificate so executed at any time thereafter shall be valid although, before the date of delivery, the persons signing the Certificates cease to hold office.

SECTION 8. Obligations of the Issuer. The Certificates of Indebtedness herein authorized shall be secured by and payable in principal and interest from the irrevocable pledge and dedication of the excess of annual revenues of the Calcasieu Parish School Board in the fiscal year beginning July 1, 2001 and ending June 30, 2002, and subsequent years above statutory, necessary and usual charges. Until said Certificates herein authorized shall have been paid in full in principal and interest, the Issuer does hereby obligate itself to budget annually a sufficient sum of money to pay said Certificates and the interest thereon as they respectively mature, and to levy and collect taxes and other revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and the interest on all outstanding Certificates, after payment in such years of all statutory, necessary and usual charges. It shall be specifically understood and agreed, however, and this provision shall be made a part of this contract, that after the funds have actually been set aside out of the revenues of any year sufficient to pay the principal of and the interest on said Certificates for that year and such funds have been deposited in a Sinking Fund, then any excess of annual revenues remaining in that year shall be free for expenditure by the Issuer for other lawful purposes.

The governing authority of the Issuer does hereby obligate itself and is bound under the terms and provisions of law, that so long as any of the Certificates herein authorized are outstanding, it will, in each year, maintain efficiency and economy, together with sufficient rates, fees and charges in the operation of the Calcasieu Parish School System together with taxes levied and collected each year sufficient to meet debt service requirements on all outstanding excess revenue certificates of indebtedness, including the present issue, after payment of all statutory, necessary and usual charges of the Issuer for the current year, and said obligation shall be irrevocable until the Certificates have been paid in full as to both principal and interest, and this Certificate Resolution imposing said obligation shall not be subject to amendment in any manner which would impair the rights of the holders from time to time of the Certificates herein authorized or which would in any way jeopardize the prompt payment of principal thereof and interest thereon. This Certificate Resolution shall be and remain irrepealable until the Certificates and the interest accruing thereon shall have been fully paid, satisfied, and discharged, as herein provided.

SECTION 9. Application of Certificate Proceeds; 2001 Project Fund. Neither the purchaser of the Certificates nor the holder of any of them shall in any way be responsible for the application of the proceeds of said Certificates by the Calcasieu Parish School Board or

any of its officers. 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 Certificates, other than accrued interest upon the Certificates which shall be deposited into the 2002 Excess Revenue Certificate Sinking Fund in accordance with the provisions of Section 14 hereof, shall be deposited into a fund separate and apart from the general funds of the Governing Authority, namely, the “Classroom Facilities Project Fund” (the “2002 Classroom Project Fund”) hereby created, and disbursements shall be made from the 2002 Classroom Project Fund solely and only for the purposes for which the Certificates are being issued and for which the principal proceeds are hereby appropriated.

Earnings, if any, upon the invested proceeds of the Certificates within the 2002 Classroom Project Fund shall be maintained within the 2002 Classroom Project Fund and utilized solely and only for (i) the purposes for which the Certificates are being issued and/or (ii) payment of any required rebate of excess arbitrage profits to the United States Treasury.

SECTION 10. Additional Certificates. All of the Certificates of a series (including the Series 2002 Certificates) shall enjoy complete parity of lien on the excess revenues of the Issuer despite the fact that any of the Certificates may be delivered at an earlier or later date than any other of the Certificates. The Issuer may issue other certificates or obligations payable from or enjoying a lien on its excess revenues on a parity with the Certificates. It is specifically understood that after funds have been set aside out of the revenues of any year sufficient to pay the principal of and the interest on the Certificates for the then current year and such funds have been deposited in the 2002 Excess Revenue Certificate Sinking Fund, then any excess of annual revenues remaining in that year will be free for expenditure by the Issuer for any other lawful purpose.

SECTION 11. Payment of Certificates. Pursuant to this Certificate Resolution there is irrevocably and irrepealably pledged and dedicated an amount sufficient for payment of the Certificates in principal and interest as they shall respectively become due and payable, after payment of all statutory, necessary and usual charges of the Issuer for the current year.

SECTION 12. Annual Budget. Until said Certificates shall have been paid in full in both principal and interest, the governing authority of the Issuer shall prepare a budget at the beginning of each fiscal year and furnish a copy of such budget within thirty (30) days after its preparation to the Paying Agent/Registrar for the Certificates.

SECTION 13. Sinking Fund. The Issuer covenants to duly and punctually pay or cause to be paid (but solely from the sources provided in the Certificate Resolution) the principal of every Certificate and the interest thereon, and premium, if any, on the dates and at the places and in the manner stated in the Certificates according to the true intent and meaning thereof. In order that

the said principal, interest and premium, if any, due upon the Certificates will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer hereby further covenants that it shall create and maintain a Sinking Fund to be designated the Calcasieu Parish School Board 2002 Excess Revenue Certificates of Indebtedness Sinking Fund (the “2002 Excess Revenue Certificate Sinking Fund”), to be held by the Paying Agent/Registrar, into which shall be deposited monies sufficient in amount to pay promptly and fully the principal of, interest on, and premium, if any, of the Certificates herein authorized, as they severally become due and payable.

At least one (1) business day prior to any date on which the principal of or interest on any of the Certificates is due to be paid to the holders or owners thereof, the Issuer shall furnish to the Paying Agent/Registrar funds fully sufficient to pay promptly the principal and interest so falling due on such date. Such funds shall be used by the Paying Agent/Registrar solely for the purpose of paying the principal of, premium, if any and interest on the Certificates in accordance with their terms and the provisions of this Certificate Resolution. Monies held in the 2002 Excess Revenue Certificate Sinking Fund may be invested and reinvested upon the written direction of the Issuer in such investments which are authorized by the law of the State of Louisiana for municipal investments, provided, however, that such investments mature at such time or times which will not impede or interfere with the payments required to be made under and pursuant to this Certificate Resolution to the Paying Agent/Registrar for the Certificates.

SECTION 14. Legality of Proceedings; Enforceability. The Issuer covenants that it is duly authorized under all applicable laws to authorize and issue the Certificates and to adopt this Certificate Resolution and to pledge the excess of annual revenues of the Calcasieu Parish School Board above statutory, necessary and usual charges, to be pledged in the manner and to the extent provided in the Certificate Resolution. The Certificates and the provisions of this Certificate Resolution are and will be the valid and legally enforceable special obligations of the Issuer in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally. The Issuer shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the excess of annual revenues in the fiscal year beginning July 1, 2001 and ending June 30, 2002, and subsequent years above statutory, necessary and usual charges, and all the rights of the owners of the Certificates under the Certificate Resolution against all claims and demands of all persons whomsoever. The Issuer has obligated itself and is bound under the terms and provisions of this Certificate Resolution to budget annually, until all of the Certificates have been retired as to both principal and interest, a sufficient sum of money to pay the Certificates and the interest thereon as they mature and come due, and to levy and collect taxes and other revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and the interest on its outstanding Certificates, after payment in such years of all statutory, necessary and usual charges. Nothing contained in the Certificate Resolution, however, shall be construed to prevent the Issuer from altering, amending or repealing from time to time, as may be necessary, the resolutions and ordinances adopted by Calcasieu Parish School Board providing for the levying, imposition and collection of taxes, service charges and other revenues, said alterations, amendments or repeals to be conditioned upon the continued preservation of the rights of the owners of the Certificates. The obligation of the Calcasieu Parish School Board to continue to levy and collect taxes and other revenue and to apply the revenues there from in accordance with the provisions of the Certificate Resolution, shall be irrevocable until the Certificates have been paid in full as to both principal and interest, and shall not be subject to amendment in any manner which would impair the rights of the owners from time to time of the Certificates, or which would in any way jeopardize the prompt payment of principal thereof and interest thereon.

SECTION 15. Certificates Legal Obligations. The Certificates 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 16. Resolution a Contract. The provisions of this Resolution and the Certificates shall constitute a contract between the Issuer, or its successor, and the Owner or Owners from time to time of the Certificates 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 Certificates.

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 Certificates then outstanding; provided, however, that no modification or amendment shall permit a change in the maturity or redemption provisions of the Certificates, 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 Certificates as the same shall come due from the revenues 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 Certificates then outstanding.

SECTION 17. Recital of Regularity. This Governing Authority having investigated the regularity of the proceedings had in connection with issuance of the Certificates herein authorized and having determined the same to be regular, the Certificates shall contain the following recital:

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

SECTION 18. Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Certificate is registered as the Owner of such Certificate for the purpose of receiving payment of the principal (and redemption price) of and interest on such Certificate 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 19. Notices to Owners. Wherever this Resolution provides for notice to Owners of Certificates 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 Certificates, at the address of such Owner as it appears in the Bond Register. In any case where notice to Owners of Certificates is given by mail, neither the failure to mail such notice to any particular Owner of Certificates, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. 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 20. Cancellation of Certificates. All Certificates 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 Certificates previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent. All cancelled Certificates held by the Paying Agent shall be disposed of as directed in writing by the Issuer.

SECTION 21. Mutilated, Destroyed, Lost or Stolen Certificates. If (1) any mutilated Certificate 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 Certificate, 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 Certificate 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 Certificate, a new Certificate 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 Certificate has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon issuance of any new Certificate 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 Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Certificate shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate 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 Certificates. Any additional procedures set forth in this Resolution, shall also be available with respect to mutilated, destroyed, lost or stolen Certificates. 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 Certificates.

SECTION 22. Discharge of Resolution; Defeasance. The Certificates or any part thereof, including interest and redemption premiums thereon, if any, may be refunded and the refunding certificates or bonds so issued shall enjoy complete equality of lien with the portion of the Certificates which is not refunded, if there be any, and the refunding certificates or bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Certificates refunded.

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 Certificates, 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 Certificates 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. Certificates 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 23. 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 Certificates. 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 24. Non-Arbitrage Representations, Warranties and Covenants. The Governing Authority of the Issuer certifies and covenants that so long as the Certificates remain outstanding, moneys on deposit in any fund in connection with the Certificates, whether or not such moneys were derived from the proceeds of the sale of the Certificates or from any other sources, will not be used in a manner which will cause such Certificates 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 Certificates to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the Certificates to be arbitrage bonds and to assure that the interest on the Certificates 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 Certificates 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 Certificates; (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.

The Issuer covenants that principal proceeds from sale of the Certificates shall be devoted to and used with due diligence for completion of the classroom facilities for which the Certificates are hereby authorized to be issued. The Issuer represents and certifies that:

(1) there are no moneys, funds or accounts other than those described in Section 14 hereof that the Issuer expects to be available to pay debt service on the Certificates;

(2) no portion of the proceeds of the Certificates will be used as a substitute for other funds which will be used to acquire directly or indirectly securities producing a yield in excess of the yield on the Certificates;

(3) the Issuer has heretofore incurred (or expects within six months after date of the Certificates to incur) a substantial binding obligation with respect to acquisition of the classroom facilities approved in the Certificate Resolution in the amount of not less than 2-1/2% of the estimated total cost of said classroom facilities;

(4) the Issuer expects that 100% of the net proceeds of the Certificates, including any reasonably required retainage (not exceeding 5% of the net proceeds of the issue) will be expended on or before February 1, 2005 for the purpose of paying the cost of acquisition of the classroom facilities, said date being within three years following the date of issue of the Certificates;

(5) work on acquisition of the facilities is expected to proceed with due diligence to completion;

(6) the facilities have not been and are not expected to be sold or otherwise disposed of in whole or in part prior to the last maturity of the Certificates;

(7) all of the principal proceeds of the Certificates are needed for the purpose stated in the form of Certificates above set out, including expenses incidental to such purpose and to the issuance of the Certificates; and

(8) to the best of the knowledge and belief of the Issuer, there are no facts, estimates or circumstances that would materially change the conclusions and representations set out in this Section.

The Issuer will keep such separate records as are necessary to segregate or otherwise designate the original and investment proceeds of the Certificates and nonpurpose investments acquired with such proceeds for a period of at least six (6) years after retirement of the Certificates.

SECTION 25. Printing and Delivery of Certificates. The Executive Officers of the Issuer are hereby empowered, authorized and directed to cause the necessary Certificates to be printed or lithographed, and they are hereby further empowered, authorized and directed to sign, execute and seal all of the Certificates 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 Certificate Resolution.

SECTION 26. Notice of Certificate Sale and Preliminary Official Statement. The publication of a Notice of Certificate Sale pertaining to the sale of the Certificates, 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 27. Publication. A copy of this Certificate Resolution shall be published immediately after its adoption in one (1) issue of 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 Certificate Resolution and of the Certificates to be issued pursuant hereto and the provisions hereof securing the Certificates. 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 Certificate Resolution, and the Certificates shall be conclusively presumed to be legal and no court shall thereafter have authority to inquire into such matters.

SECTION 28. Savings Clause. In case any one or more of the provisions of this Certificate Resolution or of the Certificates 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 Certificate Resolution or of the Certificates, but the Certificate Resolution and the Certificates 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 Certificate Resolution and of the Certificates which validates or makes legal any provision of this Certificate Resolution or the Certificates which would not otherwise be valid or legal, shall be decreed to apply to this Certificate Resolution and to the Certificates.

SECTION 29. Bank Qualification. The Issuer has determined that the Certificates will not be designated as “qualified tax-exempt obligations” within the meaning of section 265(b)(3) of the Code.

SECTION 30. 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 Certificates 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 Certificate 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 Certificate 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 Certificate Resolution heretofore adopted authorizing the Continuing Disclosure Agreement.

SECTION 31. Events of Default. The following events shall constitute events of default of the Issuer (“Events of Default”):

(1) if default shall be made in the due and punctual payment of the principal of any Certificate when due and as the same shall become due and payable, whether at maturity or upon call for redemption, or otherwise; or

(2) if default shall be made in the due and punctual payment of any installment of interest on any Certificate when and as such interest installment shall become due and payable; or

(3) if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in this Certificate Resolution, any supplemental resolution or in the Certificates contained, and such default shall continue for a period of forty-five (45) days after written notice thereof to the Issuer by the Paying Agent/Registrar or by the owners of not less than 25% of the outstanding Certificates; or

(4) if the Issuer shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law; then, upon the occurrence and the continuance of any Event of Default the owners of the Certificates, or the Paying Agent/Registrar on their behalf, shall be entitled to exercise all rights and powers authorized under the provisions of law.

SECTION 32. Beneficiaries of the Resolution. The provisions of this Certificate Resolution are for the sole benefit of the Owners of the Certificates and beneficial owners of the Certificates, 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 Certificate 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 Certificate 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 Certificates at any future date.

UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO OWNERS OF THE CERTIFICATES OR BENEFICIAL OWNERS OF ANY CERTIFICATE 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 CERTIFICATE 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 30 and 32 hereof shall constitute a breach of or default under this Certificate Resolution.

SECTION 33. 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 34. Repealer. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed, and this Certificate Resolution shall be in effect from and after its passage.

SECTION 35. Effective Date of Resolution. This Certificate Resolution shall become effective immediately upon its adoption.

This Certificate Resolution adopted and passed on this 15^th day of January, 2002.

/s/ John M. Falgout

JOHN M. FALGOUT, President

Calcasieu Parish School Board

ATTEST:

/s/ Jude W. Theriot

JUDE W. THERIOT, Secretary

Calcasieu Parish School Board

Participation and License Agreement for School to Participate in the America’s Schools Program

On motion by Mr. Duhon, seconded by Mrs. Duhon and unanimously carried, the following participation and license agreement for schools to participate in the America’s School Program was approved:

The Calcasieu Parish School Board hereby agrees that its schools will participate in the America’s School Program (the “Program”) operated by Louisiana School Boards Association (“LSBA”) and the International School Licensing Corporation to support the America’s School Symbol set forth above (the “Symbol”). For such purposes, a revocable license is hereby granted by ISLC to

Calcasieu Parish School Board to use theSymbol in conformance with the Program.

By supporting and displaying the Symbol, the Calcasieu Parish School Board agrees that it will show support for the Program and understand that is will be eligible to share revenues generated by the Program. Sponsorship revenue and commissions generated through licensing the Symbol to carefully selected corporations will help support Louisiana public schools.

Some optional ways to display the Symbol and promote the Program include:

Displaying the FREE poster of the Symbol in the school board office or school administrative offices. (The symbol is not to be displayed in any classrooms.)
Presenting information about the Program at school board meetings and to other school groups.
Encouraging local booster club and PTA support for the Program.
Displaying the Symbol on appropriate school board documents as appropriate such as newsletters, purchase orders, invoices, checks, letterhead and Web sites.
Providing information about the Program and the Symbol to local media upon request.

This Program is designed to be at no cost to the School Board or its schools. ISLC may not, under this Agreement, require the School Board or any of its schools to incur expenses. ISLC shall reimburse to the Board any expense incurred at ISLC’s request or which ISLC is responsible for causing the Board or its schools to incur.

For the Calcasieu Parish School Board For the America’s Schools Program

Name: John Falgout Name:

Title: President Title:

Date of Board Approval: January 15, 2002 International School Licensing Corp.

Attest: /s/Jude W. Theriot Date: January 15, 2002

Superintendent

For the Louisiana Boards Association

Name:_________________________

Title: __________________________

Date:__________________________

Addendum Number 7 – Joint Services Agreement and Lease Between the City of DeQuincy and the Calcasieu Parish School Board

On motion by Mr. Duhon, seconded by Mrs. Duhon and unanimously carried, the following Addendum Number 7 – Joint Services Agreement and Lease Between the City of DeQuincy and the Calcasieu Parish School Board was approved:

ADDENDUM NO. 7

JOINT SERVICES AGREEMENT & LEASE UNITED STATES OF AMERICA

BETWEEN

CITY OF DEQUINCY STATE OF LOUISIANA

AND

CALCASIEU PARISH SCHOOL BOARD PARISH OF CALCASIEU

The following addendum to that certain Joint Services Agreement and Lease between the CITY OF DEQUINCY and the CALCASIEU PARISH SCHOOL BOARD which was filed for record on December 22, 1992 bearing File No. 2153405 in the Office of the Clerk of Court of Calcasieu Parish, Louisiana and subsequently extended by addendum filed for record on December 9, 1993 bearing File No. 2192727 in that same office is hereby entered into by and between the CITY OF DEQUINCY, represented herein by Buddy Henagan, Mayor, and the CALCASIEU PARISH SCHOOL BOARD, represented herein by John M. Falgout, President to wit:

Paragraph 2 is amended to read as follows:

"The term of this Lease and Joint Services Agreement shall commence on December 1, 1992, and shall run for ten (10) years from that date."

THUS DONE AND SIGNED on the dates hereinafter shown, in the Parish of Calcasieu, State of Louisiana, in the presence of the undersigned, after a due reading of the whole.

WITNESSES: CITY OF DEQUINCY

BY:

This ___ day of , 2002.

NOTARY PUBLIC

WITNESSES: CALCASIEU PARISH SCHOOL BOARD

/s/Melinda Lancaster BY: /s/John Falgout, President

/s/Sue Skinner

This 17th day of January, 2002.

/s/Brenda Dyer NOTARY PUBLIC

Resolution Authorizing Advertisement for Sale of $13,000,000 General Obligation of School Improvement Bonds of School District Number 31, 2002 Series

Lake Charles, Louisiana

January 15, 2002

pursuant to the provisions of written notice given to each and every member thereof and duly posted in the manner required by law.

President John M. Falgout, called the meeting to order and on roll call, the following members were present:

ABSENT: None

The meeting was called to order and the roll called with the above result.

The following resolution was thereupon introduced, and pursuant to motion made by Mr. Duhon and seconded by Mrs. Duhon, was adopted by the following vote:

NAYS: None

RESOLUTION

A RESOLUTION AUTHORIZING ADVERTISEMENT FOR SALE OF $13,000,000 GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS OF SCHOOL DISTRICT NO. 31 OF CALCASIEU PARISH, LOUISIANA, 2002 SERIES.

BE IT RESOLVED by the Parish School Board of Calcasieu Parish, Louisiana, the governing authority of School District No. 31 of Calcasieu Parish, Louisiana as follows:

SECTION 1. $13,000,000 General Obligation Public School Improvement Bonds of School District No. 31 of Calcasieu Parish, Louisiana, 2002 Series (the “Bonds”), authorized by an election held in School District No. 31 on March 14, 2000, shall be sold as herein directed.

SECTION 2. Sealed bids shall be received for the purchase of the Bonds and the Bonds shall be opened in public session of the Calcasieu Parish School Board on February 19, 2002, at 5:00 o'clock p.m. Central Standard (Louisiana) Time, at the regular meeting place of the Calcasieu Parish School Board, 1732 Kirkman Street, Lake Charles, Louisiana.

SECTION 3. In accordance with Article 1426 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, notice of the sale of the Bonds shall be published one time at least seven clear calendar days before the date scheduled for the receipt of bids, in the Southwest Daily News, a newspaper published in Calcasieu Parish and of general circulation in School District No. 31 of Calcasieu Parish, and at least once in the Daily Journal of Commerce, a financial journal or newspaper containing a section devoted to municipal bond news published in the City of New Orleans, Louisiana, which publication shall be made at least forty-eight (48) hours in advance of the date scheduled for the receipt of bids. The notice of sale to be published shall be substantially in the following form:

NOTICE OF BOND SALE

$13,000,000

GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS

OF SCHOOL DISTRICT NO. 31 OF

CALCASIEU PARISH, LOUISIANA

2002 SERIES

SEALED BIDS will be received by the Calcasieu Parish School Board, acting as the governing authority of School District No. 31 of Calcasieu Parish, Louisiana (the “Issuer”), at the Parish School Board Office at 1732 Kirkman Street, Lake Charles, Louisiana, until 5:00 o'clock p.m., Central Daylight (Louisiana) Time, on Tuesday, the

19^th DAY OF FEBRUARY, 2002,

for the purchase of the following issue or issues of Bonds of School District No. 31 of Calcasieu Parish, Louisiana (the “Bonds”), authorized at a special election held within the Issuer on Saturday, March 14, 2000:

$13,000,000 (being part of an authorized issue of $38,000,000) General Obligation Public School Improvement Bonds, 2002 Series, maturing March 1 in each year in the principal amount as set forth opposite such year in the following table:

YEAR AMOUNT YEAR AMOUNT

2003 395,000 2013 640,000

2004 410,000 2014 675,000

2005 435,000 2015 705,000

2006 455,000 2016 740,000

2007 480,000 2017 780,000

2008 500,000 2018 815,000

2009 525,000 2019 860,000

2010 555,000 2020 900,000

2011 580,000 2021 945,000

2012 610,000 2022 995,000

The Bonds will be in fully registered form, dated March 1, 2002, will initially be one bond for each maturity with transfers in multiples of $5,000, and will be payable from and secured by unlimited ad valorem taxation. All Bonds of the same maturity must bear interest from date thereof until paid at one basic rate of interest to be designated by the bidder not exceeding nine (9%) percent per annum on any Bond in any interest payment period, said interest to be payable semi-annually on March 1 and September 1 of each year, beginning March 1, 2003.

Those Bonds maturing in the years 2003 to 2007, inclusive, shall not be subject to redemption prior to maturity. Those Bonds, or portions thereof in multiples of $5,000, maturing in the years 2008 to 2022, inclusive, shall be subject to redemption prior to maturity, 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 March 1, 2007, at par and accrued interest to the date fixed for redemption.

The Bonds will be payable at a bank or trust company to be designated by the purchaser of the Bonds at the time of the sale thereof or within three (3) days of the date of such sale.

A certified or cashier's check in the amount of $260,000.00 drawn on an incorporated bank or trust company and payable to the order of School District No. 31 of Calcasieu Parish, Louisiana, must accompany each bid as a guarantee of good faith on the part of the bidder, to be forfeited as liquidated damages if such bid be accepted and the bidder fails to take up and pay for the Bonds. The check of the successful bidder will be retained uncashed by the Issuer and returned upon delivery of the Bonds and payment therefor. Checks of unsuccessful bidders will be promptly returned to each bidder's representative or by certified mail.

All bids must be submitted on bid forms furnished by the Calcasieu Parish School Board without alteration or qualification. Bidders shall name one basic rate of interest for each Bond maturity not exceeding nine (9%) percent per annum on any Bond in any interest payment period to be expressed in a multiple of one-twentieth (1/20) or one-eighth (1/8) of one (1%) percent per annum. No bids for less than par and accrued interest from March 1, 2002 to the date of delivery of the Bonds or which specifies the cancellation of Bonds will be considered. Any premium bid must be paid in funds specified for the payment of the Bonds as part of the purchase price.

The Bonds will be awarded to the bidder offering to purchase the Bonds at such rate or rates of interest as will produce the lowest effective interest rate to the Issuer. The lowest effective interest rate will 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. If any bid for the Bonds shall be acceptable, a prompt award of the Bonds will be made. The right is expressly reserved to waive any irregularity in any bid or to reject any and all bids received.

The successful bidder shall make a bona fide public offering of the Bonds, and, as a condition to the Issuer's obligation to deliver the Bonds, the successful bidder must furnish to the Issuer within twenty-four hours after being notified of the award of the Bonds, the initial public offering prices of the Bonds. Upon Delivery of the Bonds, the successful bidder will furnish a certificate acceptable to Bond Counsel to the Issuer (i) specifying the reoffering prices at which a substantial amount of the Bonds was sold to the public (excluding bond houses, brokers and other intermediaries) and (ii) certifying as to the accuracy of such reoffering prices. Bond Counsel advises that (i) such certificate must be made on the best knowledge, information and belief of the successful bidder, (ii) the sale to the public of 10% or more in par amount of the Bonds of each maturity at (or below) the initial reoffering prices would be sufficient to certify as to the sale of a substantial amount of the Bonds, and (iii) reliance on other facts as a basis for such certification would require evaluation by Bond Counsel to assure compliance with the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder, any purchase of such insurance or commitment therefor shall be at the sole option and expense of the bidder and any increased costs of issuance of the Bonds resulting by reason of such insurance, unless otherwise paid, shall be paid by such bidder. Any failure of the Bonds to be so insured or of any such policy of insurance to be issued, shall not in any way relieve the purchaser of his contractual obligations arising from the acceptance of his proposal for the purchase of the Bonds.

It is anticipated that CUSIP identification numbers will be printed on the Bonds, but the failure to print such numbers shall not constitute cause for refusal by the successful bidder to accept

delivery of and to pay for the Bonds. No CUSIP identification number shall be deemed to be part of the Bond or a part of the contract evidenced thereby, and no liability shall hereafter attach to the issuer or any officers or agents thereof because of or on account of such numbers. All expenses in relation to the printing of the CUSIP identification numbers on the Bonds shall be paid by the Issuer. However, the CUSIP Service Bureau charge for the assignment of such numbers shall be the responsibility of and shall be paid by the successful bidder.

A copy of the Issuer's preliminary official statement may be obtained by contacting Joseph A. Delafield, Attorney at Law, 3401 Ryan Street, Suite 307, P. O. Box 4272, Lake Charles, Louisiana 70605/70606, Bond Counsel. The Preliminary Official Statement is in a form “deemed final” by the Issuer for purposes of SEC Rule 15c2-12(b)(1) but is subject to revision, amendment, and completion in a final official statement.

Promptly after the sale date, but in no event later than seven (7) business days after such date, the Issuer will provide the successful bidder with a reasonable number of final Official Statements, not to exceed one hundred (100) f.o.b. Lake Charles, Louisiana. Such final Official Statements may be obtained without cost to the successful bidder from the Issuer as set forth herein. Additional copies of the final Official Statement may be obtained up to three months following the sale of the Bonds by a request and payment of costs for reproduction.

The approving legal opinion of Joseph A. Delafield, Attorney at Law, of Lake Charles, Louisiana, and the transcript of record as passed upon, will be furnished to the successful bidder(s) without cost to it. The transcript will contain the usual closing proofs, including a certificate by the Issuer that up to the time of delivery, no litigation has been filed questioning the validity of the Bonds or the taxes necessary to pay the same.

For information relative to the Bonds not contained in the Notice of Bond Sale and the Official Statement, address The Honorable Jude W. Theriot, Superintendent of Schools of Calcasieu Parish, Louisiana and Ex-Officio Secretary of the Calcasieu Parish School Board, 1724 Kirkman Street, Lake Charles, Louisiana 70601; or Joseph A. Delafield, Esq., Bond Counsel, 3401 Ryan Street, Suite 307, P.O. Box 4272, Lake Charles, Louisiana 70605/70606.

SECTION 4. The Calcasieu Parish School Board hereby adopts the Notice of Bond Sale contained in Section 3 hereof as the official Notice of Bond Sale, which shall be sent to persons who seek further information with respect to the Bonds and which will form part of the contract of sale of the Bonds.

SECTION 5. The Calcasieu Parish School Board hereby adopts the following as an official bid form which shall be used by prospective bidders for the Bonds described herein, and which shall be supplied to all persons seeking information with respect to the Bonds:

We offer to purchase THIRTEEN MILLION AND NO/100 ($13,000,000) DOLLARS General Obligation Public School Improvement Bonds of School District No. 31 of Calcasieu Parish, Louisiana, 2002 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 March 1 and September 1 of each year, beginning March 1, 2002, 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

(March 1) ANNUM (March 1) ANNUM

2003 395,000 _____% 2013 640,000 _____%

2004 410,000 _____% 2014 675,000 _____%

2005 435,000 _____% 2015 705,000 _____%

2006 455,000 _____% 2016 740,000 _____%

2007 480,000 _____% 2017 780,000 _____%

2008 500,000 _____% 2018 815,000 _____%

2009 525,000 _____% 2019 860,000 _____%

2010 555,000 _____% 2020 900,000 _____%

2011 580,000 _____% 2021 945,000 _____%

2012 610,000 _____% 2022 995,000 _____%

We will pay the principal sum of THIRTEEN MILLION AND NO/100 ($13,000,000) DOLLARS, together with accrued interest from the date of the Bonds to the date of delivery, plus a premium in the amount of $ .

For your information, we calculate the lowest effective interest rate to School District No. 31 to be %, 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 March 27, 2002, 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. 31 will furnish to us, free of charge, at the time of delivery of the Bonds, the qualified approving legal opinion of Joseph A. Delafield, Attorney at Law, 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) drawn on of , in the amount of TWO HUNDRED SIXTY THOUSAND AND NO/100 ($260,000.00) 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. 31 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.

Respectfully submitted,

by:

Authorized Representative

And Associates

Bid accepted by resolution adopted by the Calcasieu Parish School Board, as governing authority of School District No. 31 of Calcasieu Parish, Louisiana, on this 19^th day of March, 2002.

PRESIDENT

Calcasieu Parish School Board

SECTION 6. All resolutions and orders or parts thereof in conflict herewith be and the same are hereby repealed.

APPROVED AND ADOPTED this 15^th day of January, 2002.

/s/ John M. Falgout

JOHN M. FALGOUT, President

Calcasieu Parish School Board

ATTEST:

/s/ Jude W. Theriot

JUDE W. THERIOT, Secretary

The following resolution was thereupon introduced, and pursuant to a motion made by Mr. Duhon and seconded by Mrs. Duhon, was adopted by the following vote:

NAYS: None

Resolution Adopting the Official Statement for the Purchase of $13,000,000 in General Obligation of School Improvement Bonds of School District Number 31, 2002 Series

RESOLUTION

A RESOLUTION ADOPTING THE PRELIMINARY DRAFT OF THE OFFICIAL STATEMENT TO BE PROVIDED THE INITIAL PURCHASER(S) OF $13,000,000 GENERAL OBLIGATION PUBLIC SCHOOL IMPROVEMENT BONDS OF SCHOOL DISTRICT NO. 31 OF CALCASIEU PARISH, LOUISIANA, 2002 SERIES, AND AUTHORIZING ITS DISTRIBUTION TO PROSPECTIVE BIDDERS FOR THE BONDS; AND AUTHORIZING, APPROVING AND DIRECTING THE TAKING OF ALL OTHER ACTIONS NECESSARY TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS RESOLUTION.

WHEREAS, on March 14, 2000, an election was held in School District No. 31 of Calcasieu Parish, Louisiana, at which election the voters of School District No. 31 of Calcasieu Parish authorized said District to incur debt and issue bonds in an amount not to exceed

$38,000,000, to run not to exceed twenty (20) years from the date thereof, with interest at a rate not exceeding twelve (12%) percent per annum for the purpose of improving school buildings and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public; and

WHEREAS, as a result of said election, on May 24, 2000, the Issuer issued $15,000,000 General Obligation Public School Improvement Bonds of School District No. 31 of Calcasieu Parish, Louisiana, 2000 Series, described in the proposition has been duly authorized; and

WHEREAS, the Issuer now desires to authorize issuance of $13,000,000 General Obligation Public School Improvement Bonds of School District No. 31 of Calcasieu Parish, Louisiana, 2002 Series;

WHEREAS, the sale of the 2002 Series of the Bonds will be held on February 19, 2002; and

WHEREAS, the Calcasieu Parish School Board must distribute to prospective bidders for the initial sale of the Bonds certain information to aid and assist those persons or institutions interested in bidding for the Bonds, in the form of a Preliminary Official Statement;

WHEREAS, an Official Statement must be provided to the successful bidder (initial purchaser of the Bonds) by the Calcasieu Parish School Board, which said Official Statement must contain not only all of the pertinent information which a prospective bidder requires but also information not yet available; and

WHEREAS, it is necessary or desirable to designate by resolution, (i) the Preliminary Official Statement as the “near final official statement” within the meaning of Rule 15c2-12 of the Securities and Exchange Commission (the “Rule”) and to approve the form and distribution thereof, and (ii) the individual who, for and on behalf of this Board and School District No. 31, would make such a decision.

NOW THEREFORE, BE IT RESOLVED by the Parish School Board of Calcasieu Parish, Louisiana, as the governing authority of School District No. 31 of Calcasieu Parish, Louisiana as follows:

SECTION 1. Approval and Designation. There is hereby delegated to the Chief Financial Officer authority to designate the form of the Preliminary Official Statement, with such

revisions, additions and appendices thereto as he may deem necessary, in his discretion, as the “near final official statement” within the meaning of the Rule. Such form, when so approved by the Chief Financial Officer, is hereby authorized to be distributed to prospective purchasers of the Bonds.

SECTION 2. Final Official Statement. The Official Statement shall describe the final terms of the Bonds approved by the resolution of the Calcasieu Parish School Board authorizing issuance thereof and shall constitute the “final official statement” within the meaning of the Rule.

SECTION 3. Ratification. All actions heretofore taken by the Calcasieu Parish School Board and by the officers thereof or on their behalf, not inconsistent herewith directed toward preparation and delivery of the Preliminary Official Statement are hereby ratified, approved and confirmed.

SECTION 4. The Preliminary Official Statement. The preliminary draft of the Official Statement (a copy of which is on file in the office of the Superintendent of Schools of Calcasieu Parish) is hereby approved and adopted and copies thereof shall be distributed to prospective bidders for the Bonds.

SECTION 5. Other Matters. By the passage of this resolution, the Board does not intend to approve, nor is it approving hereby, any matters otherwise relating to execution and issuance of the Bonds.

SECTION 6. Severability. If any paragraph, clause, section or provision of this resolution is judicially adjudged invalid or unenforceable, such judgement shall not affect, impair or invalidate the remaining paragraphs, clauses, sections or provisions hereof.

SECTION 7. Repealer. All resolutions, ordinances, or orders in conflict herewith, be, to the extent of such conflict, and they are hereby repealed.

APPROVED AND ADOPTED this 15^th day of January, 2002.

/s/ John M. Falgout

JOHN M. FALGOUT, President

Calcasieu Parish School Board

ATTEST:

/s/ Jude W. Theriot

JUDE W. THERIOT, Secretary