SECTION 15.1.  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 H 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 10^th day of December 2002.

                                                                        /s/ John M. Falgout               

                                                                        JOHN M. FALGOUT, President

/s/ Jude W. Theriot                    

JUDE W. THERIOT, Secretary

                        (Other business not pertinent to the present excerpt may be found of record in the official minute book.)

                        Upon motion duly made and unanimously carried, the meeting was adjourned.

                                                                        /s/ John M. Falgout               

                                    JOHN M. FALGOUT, President

/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 Public Schools for the Parish of Calcasieu, Louisiana, and as such, Ex-Officio Secretary of the Calcasieu Parish School Board, governing authority of School District No. 22 of Calcasieu Parish,

                        I further certify that the foregoing is a true and correct copy of an excerpt from the minutes of a public meeting of the Calcasieu Parish School Board, held on December 10, 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. 22 of Calcasieu Parish, Louisiana, on this, the 10^th day of December 2002.

                                                                        ________________________

                                                                        JUDE W. THERIOT, Secretary

                                                                                                [S E A L]

Exhibit A

TO BOND RESOLUTION

OUTSTANDING BONDS TO BE REFUNDED

SCHOOL DISTRICT NO. 22

General Obligation Refunding Bonds, Series 1993

dated June 15, 1993 on original issue, as follows:

                        Date                                        Principal                                    Interest

               (February 1)                                    Payment                                      Rate

                        2004                                  $1,045,000                                    4.90%

                        2005                                   1,100,000                                    5.05%

                        2006                                    1,165,000                                    5.20%

                        2007                                    1,225,000                                    5.30%

                        2008                                    1,305,000                                    5.40%

                        2009                                    1,385,000                                    5.45%

            The Refunded Bonds will be called for redemption on February 1, 2003, at a price of par and accrued interest through the redemption date.

Exhibit B

TO BOND RESOLUTION

ESCROW DEPOSIT AGREEMENT

            This ESCROW DEPOSIT AGREEMENT, dated as of December 1, 2002, by and between SCHOOL DISTRICT NO. 22 OF CALCASIEU PARISH, LOUISIANA (the “District”), appearing herein through its Governing Authority, the Calcasieu Parish School Board, through its Executive Officers, and ARGENT TRUST, A DIVISION OF NATIONAL INDEPENDENT TRUST COMPANY, in the City of Ruston, Louisiana, a national trust company organized under the laws of the United States of America and duly authorized to exercise corporate trust powers, as escrow agent (the “Escrow Agent”), appearing herein through the hereinafter named officers:

WITNESSETH:

            WHEREAS, the District has heretofore duly authorized and issued $9,970,000 of its General Obligation Refunding Bonds, Series 1993, dated June 15, 1993, on original issue, of which $7,225,000 is outstanding (the “Outstanding Bonds”); and

            WHEREAS, the District has found and determined that currently refunding the Outstanding Bonds consisting of all bonds maturing February 1, 2004 to February 1, 2009, inclusive (the “Refunded Bonds”), would be financially advantageous to the District;

            WHEREAS, the District has authorized issuance of $7,550,000 of its General Obligation Refunding Bonds, 2002 Series (the “Bonds”) for the purpose of refunding the Refunded  Bonds, pursuant to a resolution adopted by the Governing Authority of the District on December 10, 2002, (the “Bond Resolution”), the Refunded Bonds to be redeemed being described in the Bond Resolution;

            WHEREAS, the Bond Resolution provides that a portion of the proceeds from the sale of the Bonds (exclusive of accrued interest thereon), shall be placed in escrow with the Escrow Agent and, together with the interest earned from the investment thereof, will be sufficient to pay on February 1, 2003, the principal of, premium, if any, and interest on the Refunded Bonds;

            NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, and in order to provide for the aforesaid refunding, the parties hereto agree as follows:

            SECTION 1.  Establishment of Escrow Fund.  There is hereby created and established with the Escrow Agent a special and irrevocable escrow fund (herein called the “Escrow Fund”) to be held in the custody of the Escrow Agent separate and apart from other funds of the District and the Escrow Agent.  Receipt of a true and correct copy of the Bond Resolution is hereby acknowledged by the Escrow Agent, and reference herein to or citation herein of any provision of said Bond Resolution shall be deemed to incorporate the same as a part hereof in the same manner and with the same effect as if fully set forth herein.

            SECTION 2.  Deposit to Escrow Fund; Application of Moneys.  Concurrently with issuance and delivery of the Bonds, the District will cause to be deposited with the Escrow Agent and the Escrow Agent hereby acknowledges receipt of the sum of $_______________ from proceeds of the Bonds (the “Bond Proceeds”), and a transfer of $___________ from the existing funds of the Issuer (the “Existing Funds”).  Such funds will be applied as follows:

            (i) $____________ of Bond Proceeds to the Escrow Fund to be invested as directed herein;

            (ii) $__________ of Existing Funds to the Escrow Fund as the remaining cash deposit;

            (iii) $___________ of Bond Proceeds to the Expense Fund created in Section 3 hereof; and

            (iv) $___________ of Bond Proceeds to pay the premium of the municipal bond insurance policy.

            Concurrently with such deposit, the Escrow Agent shall invest the moneys described in (i) and (ii) above in money market funds with the highest investment rating at the time of such investment (“Escrow Obligations”), assuring that sufficient moneys will be available from such investment to pay on February 1, 2003, the principal of, premium, if any, and interest on the Refunded Bonds.  The Escrow Agent shall have no power or duty to invest any moneys held in the Escrow Fund except as provided herein.

            SECTION 3.  Establishment of Expense Fund: Use of Moneys in Expense Fund.  There is also hereby created and established with the Escrow Agent a special trust account to pay the Costs of Issuance of the Bonds, as defined in the Bond Resolution (herein called the “Expense Fund”) to be held in the custody of the Escrow Agent separate and apart from any other funds of the District and the Escrow Agent, to which the amount of the proceeds derived from the issuance and sale of the Bonds hereinabove set forth are to be deposited.  The amounts on deposit in the Expense Fund shall be used for and applied to the payment of the Costs of Issuance of the District in connection with the issuance, sale and delivery of the Bonds and establishment of the funds hereunder.  Payment of the aforesaid expenses shall be made by the Escrow Agent from moneys on deposit in such Expense Fund for the purposes listed in Schedule A hereto upon receipt by the Escrow Agent of either an invoice or statement for the appropriate charges, or a written request of the District signed by the Executive Officers of the District, which request shall state, with respect to each payment to be made, the person, firm or corporation to whom payment is to be made, the amount to be paid and the purpose for which the obligation to be paid was incurred.  Each such invoice, statement or written request shall be sufficient evidence to the Escrow Agent that the payment requested to be made from the moneys on deposit in such Expense Fund is a proper payment to the person named therein in the amount and for the purpose stated therein, and upon receipt of such invoice, statement or written request, and the Escrow Agent shall pay the amount set forth therein as directed by the terms thereof.  When all expenses contemplated to be paid from such Expense Fund have been paid, such fund shall be closed and any balance remaining therein shall be withdrawn by the Escrow Agent and applied by the District to payment of principal of Bonds next falling due.

            SECTION 4.  Deposit to Escrow Fund Irrevocable.  The deposit of moneys in the Escrow Fund shall constitute an irrevocable deposit of said moneys exclusively for the benefit of the owners of the Refunded Bonds and such moneys and Escrow Obligations, together with any income or interest earned thereon, shall be held in escrow and shall be applied solely to the payment on February 1, 2003, of the principal of, premium, if any, and interest on the Refunded Bonds.  Subject to the requirements set forth herein for the use of the Escrow Fund and the moneys and investments therein, the District covenants and agrees that the Escrow Agent shall have full and complete control and authority over and with respect to the Escrow Fund and moneys and investments therein and the District shall not exercise any control or authority over and with respect to the Escrow Fund and the moneys and investments therein.

            SECTION 5.  Use of Moneys.  The Escrow Agent shall apply the moneys deposited in the Escrow Fund and the Expense Fund and the Escrow Obligations, together with any income or interest earned thereon, in accordance with the provisions hereof.

            The liability of the Escrow Agent for payment of amounts to be paid hereunder shall be limited to the principal of and interest on the Escrow Obligations and cash available for such purposes in the Escrow Fund and the Expense Fund.  Any amounts held as cash in the Escrow Fund, or in the Expense Fund shall be held in cash without any investment thereof, not as a deposit with any bank, savings and loan or other depository.

            SECTION 6.  Payment of Refunded Bonds.  On February 1, 2003, the redemption date of the Refunded Bonds, the Escrow Agent shall transmit to the paying agent for the Refunded Bonds in immediately available funds, sufficient amounts for payment of principal of, premium, if any, and interest on the Refunded Bonds, in accordance with Schedule B attached hereto.

            SECTION 7.  Notice of Redemption.  The District will cause a notice of redemption to be given by means of first class mail (postage prepaid) not less than thirty (30) days before February 1, 2003,  the redemption date with respect to the Refunded Bonds, such notice to be addressed to the registered owner of each bond to be redeemed at his address as shown on the registration books of the paying agent for the Refunded Bonds.

            SECTION 8.  Remaining Moneys in Escrow Fund.  Upon retirement of the Refunded Bonds, any amounts remaining in the Escrow Fund shall be paid to the District as its property free and clear of the trust created by the Bond Resolution and this Agreement and shall be transferred to the District.

            SECTION 9.  Rights of Owners of Refunded Bonds.  The escrow created hereby shall be irrevocable and owners of the Refunded Bonds shall have a beneficial interest and a first, prior and paramount claim on all moneys in the Escrow Fund until paid out, used and applied in accordance with this Agreement.

            SECTION 10.  Fees of Escrow Agent.  In consideration of the services rendered by the Escrow Agent under this Agreement, the District has paid to the Escrow Agent its reasonable fees and expenses, and the Escrow Agent hereby acknowledges (i) receipt of such payment and (ii) that it shall have no lien whatsoever upon any moneys in the Escrow Fund.  In no event shall the District be liable to any person by reason of the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section 10.

            The Escrow Agent and its respective successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with execution and delivery of this Agreement, establishment of the Escrow Fund, acceptance of moneys and securities deposited therein, retention of the Escrow Obligations or proceeds thereof or any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Agreement or by reason of any act, omission or error of the Escrow Agent made in good faith and without negligence in the conduct of its duties.

            SECTION 11.  Records and Reports.  The Escrow Agent will keep books of record and account in which complete and correct entries shall be made of all transactions relating to the receipts, disbursements, allocation and application of the money deposited to the Escrow Fund and all proceeds thereto.  Such books shall be available for inspection at reasonable hours and under reasonable conditions by the District and owners of the Bonds and the Refunded Bonds.

            SECTION 12.  Amendments.  This Agreement may be amended with the consent of the District and the Escrow Agent (i) to correct ambiguities, (ii) to strengthen any provision hereof which is for the benefit of the owners of the Refunded Bonds or the Bonds or (iii) to sever any provision hereof which is deemed to be illegal or unenforceable; and provided further that this Agreement shall not be amended unless the District shall deliver an opinion of nationally recognized bond counsel, that such amendments will not cause the Refunded Bonds to be “arbitrage bonds.”

            SECTION 13.  Enforcement.  The District, the paying agent for the Refunded Bonds and the owners of the Refunded Bonds shall have the right to take all actions available under law or equity to enforce this Agreement or the terms hereof.

            SECTION 14.  Successors Bound.  All covenants, promises and agreements in this Agreement shall bind and inure to the benefit of the respective successors and assigns of the District, the Escrow Agent and the owners of the Refunded Bonds, whether so expressed or not.

            SECTION 15.  Louisiana Law Governing.  This Agreement shall be governed by the applicable laws of the State of Louisiana.

            SECTION 16.  Termination.  This Agreement shall terminate when all of the Refunded Bonds have been paid as aforesaid and any remaining moneys have been paid to the District.

            SECTION 17.  Severability.  If any one or more of the covenants or agreements provided in this Agreement on the part of the District or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement.

            SECTION 18.  Counterparts.  This Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be one and the same instrument.

             IN WITNESS WHEREOF, the parties hereto have executed this Escrow Deposit Agreement as of the day and year first above written.

                                                                                SCHOOL DISTRICT NO. 22 OF

 ATTEST:                                                                CALCASIEU PARISH, LOUISIANA

_____________________    _            By:________________________________

JUDE W. THERIOT, Secretary                JOHN M. FALGOUT, President

Calcasieu Parish School Board       Calcasieu Parish School Board

[S E A L]

                                                ARGENT TRUST, A DIVISION OF

                                                NATIONAL INDEPENDENT TRUST  COMPANY

                                                                                Ruston, Louisiana, Escrow Agent

ATTESTED:

                                                                                By:                                             

                                                                                     Allain G. Davidson, Jr.

                                                                                     Senior Vice President

Lucius D. McGehee, Jr.

Senior Vice President

[S E A L]

SCHEDULE A

To Escrow Deposit Agreement

Issuance Expenses

COSTS OF ISSUANCE (fees set out on a “not to exceed” basis)

Bond Counsel Fees                              $_________

Disclosure Preparation              __________

Official Statement Printing                     __________

State Bond Commission Fees               __________

CPA Verification                                  __________

Bond Printing                                        __________

Paying Agent Fees                                __________

Escrow Agent Fees                              __________

Rating Agency Fees                              __________

Bond Insurance Premium                      __________

Miscellaneous

  (publication, recordation, etc.) __________

            TOTAL                                   $_________

SCHEDULE B

To Escrow Deposit Agreement

ESCROW CASH FLOW AND PROOF OF SUFFICIENCY

SCHEDULE C

To Escrow Deposit Agreement

DEBT SERVICE ON REFUNDED BONDS

Exhibit C

TO BOND RESOLUTION

(FACE OF SERIES A BOND)

UNITED STATES OF AMERICA                               STATE OF LOUISIANA

                        PARISH OF CALCASIEU

REGISTERED                                                                                                         REGISTERED

NO. R-____________                                                                                              $____________

GENERAL OBLIGATION REFUNDING BOND

OF SCHOOL DISTRICT NO. 22 OF

CALCASIEU PARISH, LOUISIANA

2002 SERIES

DATED DATE           INTEREST RATE:                   MATURITY DATE:                     CUSIP:

December 1, 2002

               School District No. 22 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 December 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, 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 1 and August 1 in each year, beginning February 1, 2003, at the interest rate per annum set forth above until said principal sum is paid.  The principal of this Bond upon maturity is payable in lawful money of the United States of America at the principal corporate trust office of Argent Trust, a Division of National Independent Trust Company located in the City of Ruston, Louisiana (the Paying Agent/Registrar), or successor thereto, upon presentation and surrender hereof.  Interest on this Bond is payable by check mailed on each interest payment date by the Paying Agent/Registrar to the registered owner (determined as of the fifteenth calendar day of the month next preceding an Interest Payment Date) 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. 22 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 December 1, 2002.

                                                            CALCASIEU PARISH SCHOOL BOARD

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

SECRETARY                                                               PRESIDENT

(FORM OF REVERSE OF BOND)

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 SEVEN MILLION FIVE HUNDRED FIFTY THOUSAND AND NO/100 ($7,550,000) DOLLARS; said Bonds to mature annually, issued pursuant to a resolution adopted on December 10, 2002, by the Issuer (the “Bond Resolution”), under and by virtue of Article VI, Section 33 of the Constitution of 1974 of the State of Louisiana, and Chapter 14-A 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 currently refunding the callable maturities of the Issuer’s outstanding General Obligation Refunding Bonds, Series 1993, dated June 15, 1993.

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. 22 of Calcasieu Parish, Louisiana, and in compliance with an election held within the Issuer on October 1, 1988 (the “Tax”), all as provided in the Bond Resolution.  The governing authority of the Issuer has covenanted and agreed and does hereby covenant and agree not to discontinue or decrease or permit to be discontinued or decreased the Tax in anticipation of the collection of which this Bond and the issue of which it forms a part have been issued, nor in any way make any change which would diminish the amount of the Tax revenues to be received by the Issuer until all of such Bonds shall have been paid in principal and interest.  For a complete statement of the revenues from which and conditions under which this Bond is issued, and provisions permitting the issuance of pari passu additional bonds under certain conditions, reference is hereby made to the Bond Resolution.

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

The Bonds are not subject to redemption prior to their stated maturities.

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.

Legal Opinion

We have acted as bond counsel in connection with the issuance by School District No. 22 of Calcasieu Parish, Louisiana (the “Issuer”) of $7,550,000 General Obligation Refunding Bonds, 2002 Series, dated December 1, 2002 (the “Bonds”).  All capitalized terms herein, unless otherwise defined, shall have the respective meanings assigned thereto in the Bond Resolution (herein defined).

The Bonds are issued for the purpose refunding a portion of the Issuer’s outstanding General Obligation Refunding Bonds, 1993 Series, dated June 15, 1993 (the “Refunded Bonds”), pursuant to the provisions of (i) Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, and Chapter 14-A, Title 39 of the Louisiana Revised Statutes of 1950, as amended (La. R.S. 39:1444-1455) (the “Act”), and (ii) a resolution adopted by the Calcasieu Parish School Board, governing authority of the Issuer, on December 10, 2002 (the “Bond Resolution”).

In accordance with the Bond Resolution, the Issuer has entered into an Escrow Deposit Agreement dated as of December 1, 2002 (the “Escrow Agreement”), with Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, as Escrow Agent, pursuant to the provisions of which (i) the proceeds of the Bonds have been deposited with the Escrow Agent and (ii) the Escrow Agent has simultaneously purchased with such proceeds non-callable direct general obligations of the United States of America maturing in principal and interest in such amounts and at such times as will, when added to other monies and securities deposited therewith, provide sufficient monies to pay the principal of, premium, if any, and interest on the Refunded Bonds to the date fixed for redemption.

We have examined (i) the Constitution and statutes of the State of Louisiana (“State”), including the Act; (ii) the Bond Resolution; (iii) a certified transcript of proceedings in connection with issuance of the Bonds; (iv) executed and authenticated Bond No. R-1; and (v) such other documents, instruments, papers and matters of law as we have considered necessary or appropriate for the purposes of this opinion.

We have not been engaged or undertaken to review the accuracy, completeness or sufficiency of the Preliminary or Final Official Statement or other offering material relating to the Bonds (except to the extent, if any, stated in the Official Statement) and we express no opinion relating thereto (excepting only matters set forth as our opinion in the Official Statement).

As to questions of fact material to our opinion, we have relied upon representations of the Issuer contained in the Bond Resolution and in the certified proceedings and other certifications of public officials furnished to us without undertaking to verify the same by independent investigation.

On the basis of the foregoing examinations, we are of the opinion, as of the date hereof and under existing law, as follows:

            1.         The Bonds constitute valid and binding general obligations of the Issuer, and the full faith and credit of the Issuer has been pledged to payment of the Bonds.  The Bonds are payable as to both principal and interest from the avails or proceeds of unlimited ad valorem taxes levied against property located within the Issuer.  The Issuer has agreed to levy ad valorem taxes on all property located within its boundaries sufficient to pay, as due, the principal of, premium, if any, and interest on, the Bonds.

            2.         The Bond Resolution has been duly authorized and adopted by the governing authority of the Issuer and constitutes the valid and legally binding agreement of the Issuer entered into for protection of the security and rights of the owners of the Bonds.

            3.         Interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations.  It should be noted, however, that such interest is taken into account in determining “adjusted net book income” for the purpose of computing the alternative minimum tax imposed on corporations.  This opinion is subject in all respects to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes.  Failure to comply with certain of such requirements may cause inclusion of interest on the Bonds in gross income for federal income tax purposes to be retroactive to the date of issuance of the Bonds.  The Issuer has covenanted that it shall not take or permit to be taken any action which would result in interest on the Bonds not being excludable from gross income for federal income tax purposes.  We express no opinion regarding other federal tax consequences arising with respect to the Bonds.

            4.         Interest on the Bonds is exempt from Louisiana income taxes under existing laws.

            5.         The Escrow Agreement has been duly authorized, executed and delivered by, and constitutes the legal, binding and valid obligation of the Issuer.  Upon application of the proceeds of the Bonds as provided in the Bond Resolution and the Escrow Agreement, funds sufficient to pay the Refunded Bonds at maturity or earlier redemption, and all interest to accrue on said Refunded Bonds until such payment will have been irrevocably deposited in trust to make such payments, and the covenants and agreements and other obligations of the Issuer to the owners of the Refunded Bonds will be discharged and satisfied.  Provided that this opinion is qualified to the extent that enforceability of the Escrow Agreement may be limited by applicable bankruptcy, moratorium, insolvency, or similar laws or equitable principles from time to time in effect relating to enforcement of creditors’ rights generally.

            6.         The Bonds are exempt from registration under the Securities Act of 1933 and the Louisiana Blue Sky Laws, and the Bond Resolution is exempt from qualification under the Trust Indenture Act of 1939.

It is to be understood that rights of the owners of the Bonds and enforceability of the Bonds and the Bond Resolution may be subject to bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors’ rights, and laws affecting remedies for enforcement of rights and security provided for therein heretofore or hereafter enacted, to the extent constitutionally applicable, including the remedies of specific performance and executory process, and that their enforcement may also be subject to the exercise of the sovereign police powers of the State or its governmental bodies and the exercise of judicial discretion in appropriate cases.

                                    Respectfully submitted,

                                    /s/ Joseph A. Delafield

Legal Opinion Certificate

I, the undersigned Secretary of the Calcasieu Parish School Board, governing authority of School District No. 22 of Calcasieu Parish, Louisiana, do hereby certify that the above and foregoing is a true copy of the complete legal opinion of Joseph A. Delafield, Attorney at Law, Lake Charles, Louisiana, Bond Counsel, the original of which was manually executed, dated and issued as of the date of payment for and delivery of the Bonds of the issue described therein and was delivered to the Original Purchasers thereof.  I further certify that an executed copy of the above-referenced legal opinion is on file in my office and that an executed copy thereof has been furnished to the Paying Agent/Registrar for this Bond.

                                                                                                Secretary

Exhibit D

TO THE BOND RESOLUTION

BOND PURCHASE AGREEMENT

$7,550,000

GENERAL OBLIGATION REFUNDING BONDS

OF SCHOOL DISTRICT NO. 22

OF CALCASIEU PARISH, LOUISIANA

2002 SERIES

December 10, 2002

School District No. 22 through the

Calcasieu Parish School Board

1724 Kirkman Street

Lake Charles, Louisiana  70601

Gentlemen:

            The undersigned, Morgan Keegan & Company, Inc., of New Orleans, Louisiana (the “Underwriter”), offers to enter into this agreement with School District No. 22, of Calcasieu Parish, State of Louisiana (the “District”), which, upon your acceptance of this offer, will be binding upon you and upon us.

            This offer is made subject to your acceptance of this agreement on or before 6:00 p.m., Lake Charles, Louisiana Time on this date.

            1. Purchase Price.  Upon the terms and conditions and upon the basis of the respective representations, warranties and covenants set forth herein, the Underwriter hereby agrees to purchase from the District, and the District hereby agrees to sell to the Underwriter, all (but not less than all) of the above-captioned General Obligation Refunding Bonds, 2002 Series, of the District (the “Bonds”).  The purchase price of the Bonds is set forth in Schedule I hereto.  Such purchase price shall be paid at the Closing (hereinafter defined) in accordance with paragraph 6 hereof.  The Bonds are to be issued by the District, acting through the Calcasieu Parish School Board, State of Louisiana, its governing authority (the “Governing Authority”), and are to be secured solely from the avails or proceeds of an unlimited ad valorem property tax levied and collected by or on behalf of the District upon all assessable properties situated within the District, now being levied and collected by the District, pursuant to the Constitution and laws of the State of Louisiana, and in compliance with an election held on October 1, 1988 (the “Tax”), all as provided in the Bond Resolution adopted by the Governing Authority of the District on December 10, 2002 (the “Bond Resolution”).  The Bonds are issued pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority (the “Act”).  The Bonds shall mature on the dates and shall bear interest at the fixed rates, all as described in Schedule II attached hereto.  A portion of the proceeds of the Bonds will be deposited with Argent Trust, a Division of National Independent Trust Company, Ruston, Louisiana, as Escrow Agent (the “Escrow Agent”), and invested pursuant to the Escrow Deposit Agreement dated as of December 1, 2002, between the District and the Escrow Agent (the “Escrow Agreement”) and applied to the payment on February 1, 2003, of the principal of, premium, if any, and interest on the District’s outstanding General Obligation Refunding Bonds, 1993 Series, dated June 15, 1993, which are described in Exhibit A to the Bond Resolution (the “Refunded Bonds”).

            Concurrently with delivery of the Bonds, Financial Guaranty Insurance Company (the “Insurer”) will deliver its policy of insurance insuring payment of principal of and interest on the Bonds pursuant to the terms and conditions of such policy (the “Insurance Policy”).

            2. General Offering.  The Underwriter intends to make an initial bona fide public offering of all of the Bonds at not in excess of the public offering prices set forth on Schedule II attached hereto, and may subsequently change such offering price without any requirement of prior notice. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing bonds into investment trusts) and others at prices lower than such public offering prices.  Not less than seven business days prior to the Closing, the Underwriter agrees to furnish to Joseph A. Delafield, a certificate acceptable to Bond Counsel (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 the accuracy of such reoffering prices (if lower than those set out in Schedule II).  The Underwriter acknowledges that Bond Counsel will rely on such representations in making their determination that the Bonds are not “arbitrage bonds” within the meaning of the Internal Revenue Code of 1986, as amended.

            3. Representative.  The Underwriter is duly authorized to execute this Bond Purchase Agreement on behalf of itself and others to whom the Bonds may be sold.

            4. Official Statement. The District shall deliver to the Underwriter at least one (l) copy of the Official Statement dated the date hereof relating to the Bonds, executed on behalf of the District by the duly authorized officers of the Governing Authority.  The District agrees to amend or supplement the Official Statement on or prior to the Closing whenever requested by the Underwriter when, in the reasonable judgment of the Underwriter and/or Bond Counsel to the District, such amendment or supplementation is required.

            You hereby ratify and approve the lawful use of the Preliminary Official Statement, dated November 19, 2002, relating to the Bonds (the “Preliminary Official Statement”) by the Underwriter prior to the date hereof, and authorize and approve the Official Statement and other pertinent documents referred to in Section 7 hereof to be lawfully used in connection with the offering and sale of the Bonds.  The District has previously provided the Underwriter with a copy of its Preliminary Official Statement dated November 19, 2002.  As of its date, the Preliminary Official Statement has been deemed final by the District for purposes of SEC Rule 15c2-12(b)(1). The District agrees to provide to the Underwriter within seven business days of the date hereof sufficient copies of the Official Statement to enable the Underwriter to comply with the requirements of Rule 15c2-12(b)(4) under the Securities Exchange Act of 1934, as amended.

            5. Representations of the District.

            (a)  The District has duly authorized all necessary action to be taken by it for:

                        (i) the sale of the Bonds upon the terms set forth herein and in the Preliminary Official Statement and Official Statement;

                        (ii) the approval of the Preliminary Official Statement and Official Statement and the signing of the Preliminary Official Statement and Official Statement by a duly authorized officer; and (iii) the execution, delivery and receipt of this Bond Purchase Agreement, the Escrow Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the District in order to carry out, give effect to, and consummate the transactions contemplated hereby, by the Bonds, the Preliminary Official Statement and Official Statement, and the Bond Resolution;

            (b)  The information contained in the Preliminary Official Statement and Official Statement is and, as of the date of Closing, will be correct in all material respects and such information does not contain and will not contain any untrue statement of a material fact and does not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements in such Preliminary Official Statement and Official Statement, in light of the circumstances under which they were made, not misleading; provided that no representation is made by the District concerning information about the Insurer or the Insurance Policy;

            (c)  There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending against or affecting the District or the Governing Authority or threatened against or affecting the District or the Governing Authority (or, to the knowledge of the District, any basis therefor) contesting the due organization and valid existence of the District or the Governing Authority or the validity of the Act or wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated hereby or by the Preliminary Official Statement and Official Statement or the validity or due adoption of the Bond Resolution or the validity, due authorization and execution of the Bonds, this Bond Purchase Agreement, the Escrow Agreement or any agreement or instrument to which the District is a party and which is used or contemplated for use in the consummation of the transaction contemplated hereby or by the Preliminary Official Statement and Official Statement;

            (d)  The authorization, execution and delivery by the District of the Preliminary Official Statement and Official Statement, this Bond Purchase Agreement, the Escrow Agreement and the other documents contemplated hereby and by the Preliminary Official Statement and Official Statement, and compliance by the District with the provisions of such instruments, do not and will not conflict with or constitute on the part of the District a breach of or a default under any provisions of the Louisiana Constitution of 1974, as amended, or any existing law, court or administrative regulation, decree or order by which the District or its properties are or, on the date of Closing will be bound;

            (e)  All consents of and notices to or filings with governmental authorities necessary for the consummation by the District of the transactions described in the Preliminary Official Statement and Official Statement, the Bond Resolution, the Escrow Agreement, and this Bond Purchase Agreement (other than such consents, notices and filings, if any, as may be required under the securities or blue sky laws of any federal or state jurisdiction) required to be obtained or made have been obtained or made or will be obtained or made prior to delivery of the Bonds;

            (f)  The District agrees to cooperate with the Underwriter and its counsel in any endeavor to qualify the Bonds for offering and sale under the securities or blue sky laws of such jurisdictions of the United States as the Underwriter may reasonably request provided however that the District shall not be required to register as a dealer or a broker in any such state or jurisdiction or qualify as a foreign corporation or file any general consents to service of process under the laws of any state.  The District consents to the lawful use of the Preliminary Official Statement and the Official Statement by the Underwriter in obtaining such qualifications.  No member of the Governing Authority, or any officer, employee or agent of the Issuer shall be individually liable for the breach of any representation or warranty made by the District.

            6.  Delivery of, and Payment for, the Bonds.  At 10:00 a.m., Lake Charles, Louisiana Time, on or about December 18, 2002, or at such other time or date as shall have been mutually agreed upon by the District and the Underwriter, the District will deliver, or cause to be delivered, to the Underwriter, the Bonds, in definitive form duly executed and registered by the Secretary of State, and authenticated by Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana, as Paying Agent (the “Paying Agent”), together with the other documents hereinafter mentioned and the other moneys required by the Bond Resolution to be provided by the District to refund the Refunded Bonds and, subject to the conditions contained herein, the Underwriter will accept such delivery and pay the purchase price of the Bonds in Federal Funds at the office of the Escrow Agent, for the account of the District.

            Delivery of the Bonds as aforesaid shall be made at the offices of Joseph A. Delafield in Lake Charles, Louisiana, or such other place as may be agreed upon by the Underwriter and the District.  Such payment and delivery is herein called the “Closing.”  The Bonds will be delivered initially as fully registered bonds, one bond representing each maturity of the Bonds, and registered in such names as the Underwriter may request not less than three business days prior to the Closing or if no such instructions are received by the Paying Agent, in the name of the Representative.

            7.  Certain Conditions To Underwriter’s Obligations.  The obligations of the Underwriter hereunder shall be subject to the performance by the District of its obligation to be performed hereunder, and to the following conditions:

            (a) At the time of Closing, (i) the Bond Resolution shall have been adopted and the Escrow Agreement shall have been executed and delivered in the form approved by the Underwriter and shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to by the Underwriter, (ii) the Bonds shall have been approved by resolution of the State Bond Commission, (iii) the proceeds of the sale of the Bonds shall be applied as described in the Official Statement and the Bond Resolution, and (iv) there shall have been duly adopted and there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby; and

            (b) At or prior to the Closing the Underwriter shall have received each of the following:

            (A)       the approving opinion of Bond Counsel, dated the date of the Closing, relating to, among other things, the validity of the Bonds and the exclusion of the interest on the Bonds from gross income for federal income tax purposes under the law existing on the date of the Closing, in form satisfactory to the Underwriter;

            (B)       a supplemental opinion of Bond Counsel, dated the date of the Closing, addressed to the District, the Escrow Agent and the Underwriter in form satisfactory to the Underwriter;

            (C)       certificates of the District dated the date of the Closing, executed by authorized officers in form satisfactory to the Underwriter;

            (D)       the Official Statement executed on behalf of the District by the duly authorized officers thereof;

            (E)       a specimen of the Bonds;

            (F)       certified copies of the Bond Resolution and all other resolutions of the District and the State Bond Commission relating to the issuance and/or sale of the Bonds, as applicable;

            (G)       a certificate of a duly authorized officer of the District, satisfactory to the Underwriter, dated the date of Closing, stating that such officer is charged, either alone or with others, with the responsibility for issuing the Bonds; setting forth, in the manner required by Bond Counsel, the reasonable expectations of the District as of such date as to the use of proceeds of the Bonds and of any other funds of the District expected to be used to pay principal or interest on the Bonds and the facts and estimates on which such expectations are based; and stating that, to the best of the knowledge and belief of the certifying officer, the District’s expectations are reasonable;

            (H)       evidence, satisfactory in form and substance to the Underwriter, that the Insurance Policy has been duly authorized, created and delivered by the Insurer and are in full force and effect;

            (I)        a certificate of the Paying Agent, as to (a) its corporate capacity to act as such, (b) the incumbency and signatures of authorized officers, and (c) its due registration of the Bonds delivered at the Closing by an authorized officer;

            (J)        other certificates of the District listed on a Closing Memorandum, including any certificates or representations required in order for Bond Counsel to deliver the opinions referred to in Paragraphs 7(b)(A) and (B) of this Bond Purchase Agreement and such additional legal opinions, certificates, proceedings, instruments and other documents as Bond Counsel may reasonably request to evidence compliance by the District with applicable legal requirements, the truth and accuracy, as of the time of Closing, of their respective representations contained herein, and the due performance or satisfaction by them at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each.

            All such opinions, certificates, letters, agreements and documents will be in compliance with the provisions hereof only if they are satisfactory in form and substance to the Underwriter.  The District will furnish the Underwriter with such conformed copies or photocopies of such opinions, certificates, letters, agreements and documents relating to the Bonds as the Underwriter may reasonably request.

            8.  Conditions to Obligation of the District.  The obligation of the District hereunder to deliver the Bonds shall be subject to the execution and delivery by the Insurer and the acceptance by the District or the Paying Agent of the Insurance Policy and receipt of the opinion of Bond Counsel described in Sections 7(b)(A) and 7(b)(B) hereof.

            9. Termination. The Underwriter shall have the right to cancel their obligation to purchase the Bonds if (i) between the date hereof and the Closing, legislation shall be enacted or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or the United States Tax Court shall be rendered, or a ruling, regulation or statement by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed to be made with respect to the federal taxation upon interest on obligations of the general character of the Bonds, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of adversely changing the federal income tax consequences of any of the transactions contemplated in connection herewith, and, in the opinion of the Underwriter, materially adversely affects the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds, or (ii) there shall exist any event which in the Underwriter's judgment either (a) makes untrue or incorrect in any material respect any statement or information contained in the Official Statement or (b) is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect, or (iii) there shall have occurred any outbreak of hostilities or any national or international calamity or crisis including financial crisis, or a default with respect to the debt obligations of, or the institution of proceedings under federal or state bankruptcy laws by or against the District, the effect of which on the financial markets of the United States being such as, in the reasonable judgment of the Underwriter, would make it impracticable for the Underwriter to market the Bonds or to enforce contracts for the sale of the Bonds, or (iv) there shall be in force a general suspension of trading on the New York Stock Exchange, or (v) a general banking moratorium shall have been declared by either federal, Louisiana or New York authorities, or (vi) there shall have occurred since the date of this Bond Purchase Agreement any material adverse change in the affairs of the District, except for changes which the Official Statement discloses have occurred or may occur, or (vii) legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the opinion of Bond Counsel, has the effect of requiring the contemplated distribution of the Bonds to be registered under the Securities Act of 1933, as amended, or the Bond Resolution, or any other document executed in connection with the transactions contemplated hereof to be qualified under the Trust Indenture Act of 1939, as amended, or (viii) a stop order, ruling, regulation or official statement by or on behalf of the Securities and Exchange Commission shall be issued or made to the effect that the issuance, offering or sale of the Bonds, or of obligation of the general character of the Bonds as contemplated hereby, or the offering of any other obligation which may be represented by the Bonds is in violation of any provision of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or the Trust Indenture Act of 1939, as amended, or (ix) any state blue sky or securities commission shall have withheld registration, exemption or clearance of the offering, and in the reasonable judgment of the Underwriter the market for the Bonds is materially affected thereby.

            If the District shall be unable to satisfy any of the conditions to the obligations of the Underwriter contained in this Bond Purchase Agreement and such condition is not waived by the Underwriter, or if the obligation of the Underwriter to purchase and accept delivery of the Bonds shall be terminated or cancelled for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriter nor the District shall be under further obligation hereunder; except that the respective obligation to pay expenses, as provided in Section 12 hereof, shall continue in full force and effect.

            10.  Additional Covenants.  The District covenants and agrees with the Underwriter as follows:

            (a) The District shall furnish or cause to be furnished to the Underwriter 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 Underwriter from the District.  Additional copies of the final Official Statement may be obtained up to three months following the Closing by a request and payment of costs for reproduction;

            (b) Before revising, amending or supplementing the Official Statement, the District shall furnish a copy of the revised Official Statement or such amendment or supplement to the Underwriter.  If in the opinion of the District, its Bond Counsel and the Underwriter a supplement or amendment to the Official Statement is required, the District will supplement or amend the Official Statement in a form and in a manner approved by the Underwriter and Bond Counsel.

            11.  Survival of Representations.  All representations and agreements of the District and the Underwriter hereunder shall remain operative and in full force and effect, and shall survive the delivery of the Bonds and any termination of this Bond Purchase Agreement by the Underwriter pursuant to the terms hereof.

            12.  Payment of Expenses.  If the Bonds are sold to the Underwriter by the District, the District shall pay, from the proceeds of the Bonds, any reasonable expenses incident to the performance of its obligations hereunder, including but not limited to: (i) the cost of the preparation,  printing and distribution of the Preliminary Official Statement and the Official Statement; (ii) the cost of the preparation of the printed Bonds; (iii) the insurance premium; (iv) any rating agency fees; and (v) the fees and expenses of Bond Counsel, the Escrow Agent, the Paying Agent and any and all experts or consultants retained by the District.

            The Underwriter shall pay (a) any advertising expenses in connection with the public offering of the Bonds; and (b) all other expenses incurred by the Underwriter (including the cost of any Federal Funds necessary to pay the purchase price of the Bonds) in connection with their public offering.

            13.  Notices.  Any notice or other communication to be given to the District under this Bond Purchase Agreement may be given by delivering the same in writing at the address of the District set forth above, and any notice or other communication to be given to the Underwriter under this Bond Purchase Agreement may be given by delivering the same in writing to Morgan Keegan & Company, Inc., 909 Poydras Street, Suite 1300, New Orleans, Louisiana 70112.

            14.  Parties.  This Bond Purchase Agreement is made solely for the benefit of the District and the Underwriter (including the successors or assigns of the either) and no other person shall acquire or have any right hereunder or by virtue hereof.

            15.  Governing Law.  This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana.

            16.  General.  This Bond Purchase Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which will constitute one and the same instrument.  The section headings of this Bond Purchase Agreement are for convenience of reference only and shall not affect its interpretation.  This Bond Purchase Agreement shall become effective upon your acceptance hereof.

                                                            Very truly yours,

                                                             MORGAN KEEGAN & COMPANY, INC.

                                                             By: _______________________________

                                                                        Title: First Vice President

Accepted and agreed to as of the date first above written.

                                                            SCHOOL DISTRICT NO. 22 OF

                                                            CALCASIEU PARISH, LOUISIANA

ATTEST:                                                                    

_________________________          BY:________________________________

JUDE W. THERIOT, Secretary                 JOHN M. FALGOUT, President

Calcasieu Parish School Board                   Calcasieu Parish School Board

[S E A L]

SCHEDULE I

To Bond Purchase Agreement

PURCHASE PRICE

Par Amount of Bonds:                                      $7,550,000.00

Plus: Reoffering Premium                                                            37,306.80

Less: Underwriter’s Discount (1.195%)                                      90,222.50

            BID                                                                         $7,497,084.30

Plus accrued interest to delivery date                                             9,802.15

PURCHASE PRICE                                      $7,506,886.45

SCHEDULE II

To Bond Purchase Agreement

REOFFERING PRICES

EXHIBIT E 

TO BOND RESOLUTION

NOTICE OF DEFEASANCE AND CALL FOR REDEMPTION

GENERAL OBLIGATION REFUNDING BONDS

1993 SERIES

DATED JUNE 15, 1993 ON ORIGINAL ISSUE

OF

SCHOOL DISTRICT NO. 22

OF CALCASIEU PARISH, STATE OF LOUISIANA

            NOTICE IS HEREBY GIVEN that, pursuant to a resolution adopted on December 10, 2002, by the Calcasieu Parish School Board, on behalf of School District No. 22 of Calcasieu Parish, State of Louisiana, acting as the governing authority of School District No. 22 (the “District”), there has been deposited with Argent Trust, a Division of National Independent Trust Company, in the City of Ruston, Louisiana (the “Escrow Agent”), as Escrow Agent under an Escrow Deposit Agreement dated as of December 1, 2002 (the “Escrow Deposit Agreement”), between the Escrow Agent and the District, moneys which have been invested in direct, non-callable obligations of the United States of America, in an amount sufficient to assure the availability of sufficient moneys to pay on February 1, 2003, the principal of and interest on the District’s outstanding bonds of $9,970,000 General Obligation Refunding Bonds, 1993 Series, dated as of June 15, 1993, on original issue, consisting of all of the bonds of said issue which mature February 1, 2004 to February 1, 2009, inclusive (these maturities herein collectively referred to as the “Refunded Bonds”), as hereinafter set forth.

            In accordance with the provisions of Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, the Refunded Bonds are defeased and deemed to be paid, and will no longer be secured by or entitled to the benefits of the resolution of the District providing for their issuance.  In accordance with the resolution providing for their issuance the Refunded Bonds are to be called for redemption at the earliest possible time, but not later than February 1, 2003.

            NOTICE IS HEREBY FURTHER GIVEN that the Refunded Bonds which have been so defeased are hereby further called for redemption, as follows:

The outstanding General Obligation Refunding Bonds of School District No. 22 of Calcasieu Parish, State of Louisiana, Series 1993, dated June 15, 1993, consisting of all of the bonds of said issue maturing February 1, 2004 to February 1, 2009, inclusive, SAID BONDS TO BE REDEEMED ON FEBRUARY 1, 2003 at a redemption price of 100% of the principal amount thereof and accrued interest to the call date, upon presentation and surrender of said bonds at the principal corporate trust office of Bank One Trust Company, N.A., New Orleans, Louisiana, the Paying Agent therefor.

            Said Refunded Bonds which are to be redeemed shall be presented for payment at the place specified above, on the call date specified above, after which call date no further interest shall accrue or be paid on said outstanding bonds.

            The owners of the Refunded Bonds which are hereby called for redemption pursuant to the terms of this notice are hereby notified and requested to present such Bonds, for payment and redemption on the date and at the place specified above.  The Refunded Bonds called for redemption will be paid from funds which have been irrevocably deposited for this purpose in an Escrow Fund established with the Escrow Agent pursuant to the Escrow Deposit Agreement.

                                                            SCHOOL DISTRICT NO. 22 OF

                                                            CALCASIEU PARISH, LOUISIANA

                                                            BY:_________________________________

                        Karl Bruchhaus

                        Chief Financial Officer

                        Calcasieu Parish School Board

Date: December 10, 2002

Architects of Record – Gillis Elementary and Bell City High Schools

On motion by Mr. Doucet, seconded by Mr. Pitre and carried, Moss Architects was named the architects of record for Gillis Elementary and Bell City High Schools.

Agreement Between Calcasieu Parish School Board (Sales Tax District #3) and Gravity Drainage District #8 of Ward 1

On motion by Mr. Fontenot, seconded by Mr. Armentor and carried, the following agreement was approved:

AGREEMENT BETWEEN CALCASIEU PARISH SCHOOL BOARD

(SALES TAX DISTRICT #3)

AND GRAVITY DRAINAGE DISTRICT #8 OF WARD 1

PURPOSE:                  Install approximately 2,030 feet of drainage pipe and 4,480

yards of fill dirt on the east and west side of Sam Houston High School.

REQUESTED BY:       Calcasieu Parish School Board – Sales Tax District #3

REQUIRED WORK:   To provide the labor and equipment needed to install drainpipe in areas on the east and west side of Sam Houston High School.  This work will be performed during normal work hours.  The Calcasieu Parish School Board (Sales Tax District #3) will reimburse Gravity Drainage District #8 of Ward 1 materials needed for this project.

                                                                        COST SUMMARY

DESCRIPTION                       DRAINAGE BOARD              SCHOOL BOARD

Material*

*Cost in accordance with                      $0.00                           $91,634.00

Culvert Installation Program

            TOTAL                                    $0.00                           $91,634.00

___________________________                  __________________________

Gravity Drainage District #8                              John Falgout, President

Ward One                                                        Calcasieu Parish School Board

BID REPORTS

Additions and Renovations to Lake Charles Boston High School, School District 31 Bond Funds, Bid Number 2003-06PC, C. Gayle Zembower Architect, Inc., Designer

The following bids were received:

Contractor                              Base Bid         Alt. #1             Alt. #2         Alt. #3    

Bessette Development              $3,350,000      -$120,000        -$150,000   -$338,000

Coushatta Empire                     $3,800,000      -$103,808        -$ 85,865    -$395,700

F. Miller and Sons                    $3,620,000      -$163,000        -$107,000   -$328,000

Miller and Associates                $3,460,000      -$142,000        -$126,000   -$340,000

Alfred Palma, Inc.                     $3,389,000      -$127,000        -$103,000   -$339,000

Priola Construction                   $3,440,000      -$124,000        -$100,000   -$358,000

Ribbeck Construction               $3,930,000      -$156,300        -$144,723   -$383,149

On motion by Mr. Victorian, seconded by Mr. Robert and unanimously carried, the contract was awarded to Bessette Development Corporation (base bid less alternates #1 and #2) in the amount of Three Million Eighty Thousand Dollars and no/100-------($3,080,000.00) as the lowest qualified bid meeting specifications.

Additions and Renovations to Western Heights Elementary School,

School District Number 23 Bond Funds, Bid Number 2003-07PC, King

Architects, Designer

The following bids were received:

Contractor                              Base Bid                     Alt. #1             Alt. #2

Lewing Construction                 $3,295,900                  -$284,663        -$23,736

Miller & Associates                  $3,050,000.                 -$305,000        -$21,000

Bessette Development $3,100,000                  -$296,000        -$29,114

Coushatta Empire                     $3,440,000                  -$315,000        -$21,400

Alfred Palma, Inc.,                    $3,268,000                  -$270,000        -$22,000

On motion by Mr. Doucet, seconded by Mr. Blackwell and unanimously carried, the contract was awarded to Miller & Associates (base bid only) in the amount of Three Million Fifty Thousand and no/100---------Dollars ($3,050,000.00) as the lowest qualified bid meeting specifications.

Janitorial Supplies, Second School Session, Fiscal Year 2002-2003, General Funds, Bid Number 2003-30

The following bids were received:

Vendor Name                                                 Bid Price                                            

Economical Janitorial                                        $61,169.28

Kenner, LA

Graybar Electric Company                                $ 2,947.92

Lake Charles, LA

Lake City Supply                                              $ 2,862.30

Lake Charles, LA

Pon Food Corporation                                     $ 4,649.16

Ponchatoula, LA

Southwest Bar Needs                                       $ 3,299.50

Lake Charles, LA

Tri-Star Marketing                                            $ 2,084.75

Lafayette, LA

            Total Bid Amount                                 $77,012.91

On motion by Mr. Karr, seconded by Mr. Andrepont and unanimously carried, the low bid for each item meeting specifications was approved.

Office Furniture for Westlake High School Administrative Offices, School District Number 23 Bond Funds, Bid Number 2003-36

The following bids were received:

Vendor Name                                                 Bid Price                                            

Corporate Express                                           $26,804.95

Lake Charles, LA

United Office Supply                                        $ 1,033.56

Sulphur, LA                                                     

            Total Bid Amount                                 $27,838.51

On motion by Mr. Karr, seconded by Mr. Andrepont and unanimously carried, the low bid for each item meeting specifications was approved.

Classroom Furniture and Teaching Supplies for Several Elementary Schools, Early Childhood Development, Grant Funds, Bid Number 2003-40

The following bids were received:

Vendor Name                                                 Bid Price                                            

Childcraft Education                                         $20,441.04

Lancaster, PA

Constructive Playthings                         $    110.24

Grandview, MO

Hatch Technology and Toys                              $     889.85

Winston-Salem, NC

Kaplan Early Learning Company                       $ 6,056.57

Lewisville, NC

Lakeshore Learning Materials                           $   895.00

Carson, CA

Rowley Company                                             $13,167.18

Metarie, LA

School Specialty                                               $ 7,207.46

Bernice, LA

            Total Bid Amount                                 $48,767.34

On motion by Mr. Karr, seconded by Mr. Andrepont and unanimously carried, the low bid for each item meeting specifications was approved.

PERMISSION TO ADVERTISE

Hewlett Packard Networking Switches for Several Schools, General Funds,

Bid Number 2003-42

On motion by Mr. Andrepont, seconded by Mrs. Duplechin and unanimously carried, permission to advertise for Hewlett Packard networking switches for several schools, general funds, bid number 2003-42, was approved.

Classroom Furniture for Westwood Elementary School, School District

Number 23 Bond Funds, Bid Number 2003-43

On motion by Mr. Andrepont, seconded by Mrs. Duplechin and unanimously carried, permission to advertise for classroom furniture for Westwood Elementary School, school district number 23 bond funds, bid number 2003-43, was approved.

CORRESPONDENCE

Change Order Number Three (3) for the Project “Combre/Fondel

Elementary School,” School District Number 31 Bond Funds

On motion by Ms. LaVergne, seconded by Mr. Victorian and carried, change

order number three (3) for the project “Combre/Fondel Elementary School,”

school district number 31 bond funds, project number 2002-10PC, for an

extension of 38 days, Moss Architects, designer; Bessette Development, Inc.,

contractor, was approved.

Change Order Number Four (4) for the Project “Additions and Renovations

to Sulphur High School,” School District Number 30 Bond Funds

On motion by Mr. Blackwell, seconded by Mr. Andrepont and carried, change order number four (4) for the project “Additions and Renovations

to Sulphur High School,” school district number 30 bond funds, bid number 2002-25PC, for an increase of $29,643.00 and an extension of 133 days,

Randall D. Broussard, Architect, designer; Alfred Palma, Inc., contractor, was approved.

Miscellaneous Improvements to S. P. Arnett Middle School, Project Number 9917-B2, Canopy and Sidewalk Covers, General Funds

On motion by Mr. Doucet, seconded by Mrs. Duplechin and carried, miscellaneous improvements to S. P. Arnett Middle School, project number 9917-B2, canopy and sidewalk covers, totaling $47, 549.05 general funds, Barry D.  King, AIA, designer; Lewing Construction Company, contractor, was approved.

Change Order Number One for the Project “New Field House for Westlake High School,” School District Number 23 Bond Funds

On motion by Mr. Doucet, seconded by Mr. Blackwell and carried, change order number one for the project of the new field house for Westlake High School, school district number 23 bond funds, project number 9917-A5, for an increase of $17,533.25 and an extension of thirty-nine (39) days, King Architects, Inc., designer; Lewing Construction Company, contractor, was approved.

Change Order Number Three for Additions and Improvements to Westwood Elementary School, School District Number 23 Bond Funds

On motion by Mr. Doucet, seconded by Mr. Blackwell and carried, change order number three for additions and improvements to Westwood Elementary School, school district number 23 bond funds, project number 9917-D1, for an increase of $8,730.00, King Architects, Inc., designer; Miller and Associates, contractor, was approved.

Miscellaneous Improvements to S. P. Arnett Middle School, School District Number 23 Bond Funds

On motion by Mr. Doucet, seconded by Mr. Blackwell and carried, miscellaneous improvements to S. P. Arnett Middle School, school district number 23 bond funds, project number 9917-B2, for an increase of $22,894.91, King Architects, Inc., designer; Lewing Construction Company, contractor, was approved.

Change Order Number One for the Paving Project at Sam Houston High School, Sales Tax District Number Three (3)

On motion by Mr. Fontenot, seconded by Mr. Armentor and carried, change order number one for the paving project at Sam Houston High School, sales tax district number three (3), project number 2003-03PC, for an increase of $25,383.34, Moss Architects, Inc., designer; Cypress General Contractors, contractor, was approved.

SUPERINTENDENT'S REPORT

Suggested Board Dates

On motion by Ms. LaVergne, seconded by Mr. Duhon and carried, the following dates were approved:

January 14, 2003

February 11, 2003

March 11, 2003

Suggested Make-Up Days Due to Hurricane Lili

On motion by Mr. Duhon, seconded by Mrs. Duhon and carried, the following dates were approved:

January 21, 2003

March 5, 2003

May 29, 2003

ANNOUNCEMENTS AND REQUESTS

Mr. Blackwell stated it has been a pleasure working in the school system as a Board member.  He commended all who are involved in public office.  He stated that the commitment is time consuming, but also rewarding.  He thanked his fellow Board members and his family for their support.

Mr. Duhon requested that the Employee Benefits Insurance Committee meet on Monday, January 13, 2003, at 4:45.  Mr. Duhon reported that the following announcement was made jointly with Mr. Karr:  Due to the state accountability and performance score requirements, it was requested by two Board members that the staff and principals of the three schools in Vinton begin to explore the possibility of a variable method in which students attend school.  He suggested that the schedule be adjusted to Monday through Thursday and utilize Friday as an instruction period for students focusing on performance requirements and “No Child Left Behind” regulations.  He reported that staff and the principals of Vinton have been working together collecting data and visiting schools that follow this schedule.  Mr. Duhon stated that the process is in a preliminary stage and would require intense research.  He reported that more details would be presented to the Board for their consideration to approve the implementation of a pilot program in the three Vinton schools that would reflect an altered attendance schedule.

Mr. Karr concurred with Mr. Duhon’s recommendation.

Mr. Duhon congratulated Sulphur High School’s football team for reaching the playoffs.

Mr. Andrepont requested a letter to Senators Landrieu and Breaux asking them for their continued support for the INCITE (Involved Community through Integrated Technology Education) program.  He complimented staff for a job well done on compiling the orientation manual.  Mr. Andrepont congratulated the Sulphur High School football team for a successful year.

Mr. Victorian stated that the last twenty years serving as a Calcasieu Parish School Board member have been interesting and fulfilling.  He thanked all Board members and especially Mr. Combre, his mentor.  He stated that Mr. Combre was his inspiration to him and he appreciated his guidance.  He stated that the Calcasieu Parish School system is one of the best in the state and nation and is recognized for our accomplishments.  Mr. Victorian stated that he felt that he has left a legacy of fairness and integrity.

Mr. Robert wished the staff, employees and their families a good holiday season.

Mrs. Duhon requested an approximate date when the construction at Lake Charles Boston High School would begin.   She thanked the outgoing Board members for their support and wished them good luck.  Mrs. Duhon introduced her husband, Mr. Gene Duhon, and on December 27^th they will be married 40 years.  Mrs. Duhon wished everyone a Merry Christmas.  She also thanked staff for an excellent job in compiling the orientation manual.

Mr. Armentor stated that during his tenure as Board member he has enjoyed serving with all of the Board members.  He stated that the last several years have been a learning experience.  He noted that as a parent it is important to be involved with the school system’s decisions.

Mr. Tarver commended St. John Elementary for an excellent family night that involved the math and science programs.  He stated that the success of a school is related to parental involvement.  He was impressed  that more than 150 parents and their children participated in math and science activities together. Mr. Tarver thanked the staff for the Board orientation manual.  He stated it was informative and very helpful and he appreciated the time and effort that was made by staff. 

Mr. Karr reported that the DeQuincy High School track is being repaired and he would check on the status.  He wished the outgoing Board members well.  He also wished everyone a Merry Christmas and a Happy New Year. 

Mr. Doucet requested letters of condolence to the family of Johanna Cox and to Glen Vamvoras on the loss of his father.  Mr. Doucet stated he has been associated with the school system for forty-nine years.  He stated he was affiliated with and thanked Mr. Oakley who was instrumental in the institution of the computer technology.  He thanked Mr. Theriot for his guidance and knowledge regarding accountability.  Mr. Doucet expressed his appreciation to the staff and all employees of Calcasieu Parish who contribute to the education of our children. He wished everyone a Merry Christmas and a Happy New Year.

Mrs. Duplechin expressed her sympathy to Glen Vamvoras and his family on the loss of his father.  She requested a letter of appreciation to Mrs. Beloney and her staff for hosting a wonderful holiday social.  Mrs. Duplechin thanked her fellow Board members, Mr. Theriot, staff, teachers, bus drivers, coaches and all employees of the Calcasieu Parish School System.  She stated that she has fond memories and will miss everyone.  She stated that she and her family are relocating to Texas.

Mr. Pitre requested a letter of commendation to Austin Snider, a student at S. J. Welsh, for his writing and publication of a book, The ABC’s of Dyslexia.  Mr. Pitre stated he has enjoyed serving as Board member and is looking forward to the next four years.  He stated he will miss the outgoing Board members and wished them well.  Mr. Pitre wished everyone a Merry Christmas and a happy holiday.

Ms. LaVergne requested that staff collect information regarding the school that she will represent in the Moss Bluff area.  She reported that a DAT team has been assigned to Molo Middle School due to corrective action, but she is not impressed with the progress.  She suggested the possibility of revising the students’ schedules to ensure appropriate remediation.  Ms. LaVergne requested a meeting involving the principal, staff, and teachers in an attempt to formulate a solution and recommendation for improvement.  She wished everyone a Merry Christmas and a Happy New Year.  She expressed her well wishes to the outgoing Board members.

Mr. Falgout expressed his appreciation to the outgoing Board members for their cooperation and support.  He wished them many years of happiness and success.  He stated that he would especially miss Mr. Victorian.  Their relationship and friendship go far beyond the “Board” days.

Mr. Andrepont commended Mr. Falgout on a job well done during his tenure as President of the Board.

SCHEDULE STANDING COMMITTEE MEETINGS

Budget/Fiscal Management Committee – Thursday, December 19, 2002, 4:45

This meeting has been postponed.

Employee Benefits Committee – Monday, January 13, 2003, 4:45

EXECUTIVE SESSION

On motion by Mr. Andrepont, seconded by Mr. Duhon and unanimously carried, the Board went into Executive Session at 6:00 p.m. to discuss personnel matters.  The Board resumed regular open session at 6:15 p.m.          

TAKE APPROPRIATE ACTION

Personnel

On motion by Mr. Doucet, seconded by Mr. Robert and unanimously carried, the following personnel changes were approved as recommended by the Superintendent:

Personal reasons, Susan Unkel, Teacher, Reynaud Middle School.

Recommend that her resignation become effective November 22, 2002.

Personal reasons, Laura Lewis, School Nurse, Special Services Department.

Recommend that her resignation become effective November 15, 2002.

Relocating, Susie Assunto, Teacher, S. J. Welsh Middle School.

Recommend that her resignation become effective December 2, 2002.

Personal reasons, Jacquelyne Castille, Teacher Aide, W. T. Henning Elementary

School.  Recommend that her resignation become effective December 6, 2002 and

not as previously reported for November 22, 2002.     

Personal reasons, Lana Welsh, Custodian, Starks High School.  Recommend that

her resignation becomes effective December 2, 2002.

Personal reasons, Eugene Boone, Teacher, Hospital / Homebound, Special

Services.  Recommend that his resignation become effective January 13, 2003.

Relocating, Dena Marks, Teacher, LeBlanc Middle School.  Recommend that her

resignation becomes effective December 4, 2002.

Personal reasons, Cornelius Moon, Teacher, Hospital / Homebound, Special

Services.  Recommend that his resignation become effective January 13, 2003.

Accepted other employment, Lorna Ellender, Teacher, Sulphur High School.

Recommend that her resignation become effective January 20, 2003.

Gay Arnold, Supervisor of Gifted and Talented, Special Services.  Recommend that her retirement become effective January 9, 2003.

Jackie Hargrove, Teacher Aide, Westlake T & I.  Recommend that her retirement

become effective January 10, 2003.

Deanna Cooper-Smith, Teacher, Sulphur High School.  Recommend that she be

granted a maternity leave beginning January 31, 2003 until April 1, 2003.

Sharon Bailey-Mott, Teacher, S. J. Welsh Middle School.  Recommend that she

be granted a maternity leave beginning November 18, 2002 until

January 20, 2003.

Tammy Bebee, Teacher, Fairview Elementary School.  Recommend that she be

granted a maternity leave beginning April 17, 2003 until May 31, 2003.

Sherry Dattola, Teacher, Brentwood Elementary School.  Recommend that she be

granted a maternity leave beginning March 31, 2003 until May 12, 2003.

Lisa Murphy, Teacher, Vincent Settlement Elementary School.  Recommend that

she be granted a maternity leave beginning April 7, 2003 until May 31, 2003.

Willona Jackson, Teacher, College Oaks Elementary School.

Recommend that she be granted a maternity leave beginning January 30, 2003

until March 27, 2003.

Kristi Cole, Teacher, Moss Bluff Elementary School.  Recommend that she be

granted a maternity leave beginning February 1, 2003 until April 7, 2003.

Alice Alex, Cafeteria Technician, Starks High School.   Recommend that she be

granted a leave without pay beginning November 15, 2002 until January 31, 2003.

Roland Thomas, Janitor, Barbe High School.  Recommend that he be granted a

leave without pay beginning December 9, 2002 until February 14, 2003.

Marlene Johnson-Marks, Teacher, Oak Park Elementary School.  Recommend

that she be granted a leave without pay beginning November 18, 2002 until

January 9, 2003.

Cynthia Champagne, Counselor, Maplewood Middle School. Recommend

that she be granted a leave without pay beginning January 10, 2003 until March

31, 2003.

Marilyn George, Teacher Aide, Vincent Settlement Elementary School.

Recommend that she be granted a leave without pay beginning January 13, 2003 until May 31, 2003.

Anita Alexander, Teacher Aide, Iowa High School.  Recommend that she be granted an extension of her leave without pay beginning December 4, 2002 until December 9, 2002.

Michelle Merritt, Teacher, Ralph Wilson Elementary School.  Recommend that

her leave without pay be rescinded and she return to work December 2, 2002.

Faynell Griffin, Cafeteria Technician, Moss Bluff Elementary School.

Recommend that her leave without pay be rescinded and she return to work

October 21, 2002.

Kristi Tyree, Teacher, Sulphur High School.  Recommend that her leave without

pay be rescinded and she return to work on December 16, 2002.

Jennifer White, Band Teacher, Molo Middle School.  Recommend that she be

granted a leave for professional development for the spring semester of the 2002-

03 session.

Janet Ritchie, 5^th Grade Teacher, Maplewood Middle School.  Recommend that

her leave for professional development be rescinded effective December 2, 2002.

Linda Stephens, Counselor, S. P. Arnett Middle School.  Recommend that she be

granted a leave for medical sabbatical for the spring semester of the 2002-03

session.

Aleda Jean-Louis, 4^th Grade Teacher, Barbe Elementary School.  Recommend that

she be granted a leave for medical sabbatical for the spring semester of the 2002-

03 session.

Suzanne Heath, Homebound Teacher, Special Services Department.  Recommend

that she be granted a leave for medical sabbatical for the spring semester of the

2002-03 session.

Richard Holmes, Jr., Biology Teacher, LaGrange High School.  Recommend that

he be granted a leave for medical sabbatical for the spring semester of the 2002-03

session.

Debra Guillory, Kindergarten Teacher, J.F. Kennedy Elementary School.  Recommend that she be granted a medical sabbatical for the spring semester of the 2002-2003 school session.

Lowanna Crosby, 1^st Grade Teacher, J.F. Kennedy Elementary School.  Recommend that she be granted a medical sabbatical for the spring semester of the 2002-2003 school session.

Alice Alex, Cafeteria Technician, Starks High School.  Recommend that she be

granted a leave without pay beginning October 15, 2002 until January 3, 2003 and

not as previously reported.

Recommendations

On motion by Mrs. Duplechin, seconded by Mr. Doucet and carried, Eva Savoy was named the Administrative Coordinator for Gifted and Talented, Special Services Department.

Meeting Adjourned

On motion by Mr. Andrepont seconded by Mr. Duhon and unanimously carried, the meeting was adjourned at 6:25 p.m.

/s/Jude W. Theriot                                                                                /s/John M. Falgout                               

Jude W. Theriot, Secretary                                                       John M. Falgout, President

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, December 10, 2002, at 5:00 p.m.  John M. Falgout, President, called the meeting to order.  Sheral LaVergne led the prayer; Mr. Armentor 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 Mr. Blackwell and unanimously carried, the minutes of the regular meeting of November 19, 2002, were approved as presented.

Supplemental Agenda

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

PRESENTATIONS

Special Presentation by Moss Bluff Principals

The principals from the Moss Bluff community presented a plaque to Mr. “Berk” Fontenot for sixteen years of dedicated service as a School Board member.  Mr. John Duhon, principal of Moss Bluff Middle School, extended his appreciation to Mr. Fontenot on behalf of all the Moss Bluff principals.

Mr. Fontenot thanked the principals for the recognition and the plaque.  He thanked staff, previous Board members, present Board members, and administrators for their support during his tenure as a Board member.

Mr. Fontenot named the following:

Pi Brown, Mike Demarie, Jim Nabours, Paul Patin, Desmond Jones, Glen Broussard, Skeets Jernigan, John Dennison, Carolyn Fontenot, Jack Marcantel, Bill Casey, Bobby Letard; Superintendents Billy Moses, Charles Oakley, Jude Theriot; high school principals Kerry Durr, Frank Harold, Doug McCullor; middle school principals Jude Theriot, Al Heimback, John Duhon; elementary school principals Vance Ethridge, James Strahan, Mary Brister, Troy Parsons, Mary Lou Caldarera, Homer Doty, Stephanie Couste’

Mr. Fontenot stated that the sixteen years serving as a Board member has been educational and he will treasure the friendships and camaraderie he has shared over the past years.  He thanked the community of Moss Bluff for their support.   He stated that sales tax district number three accomplished the following:

         New Elementary School

         New Gym/Auditorium

         New Tennis Courts

         New Track

         New Middle School Parking Lot

         New High School Vocational Agriculture Building

         New High School Parking Lots

         Cooperative Agreement with Drainage and Police Jury

He extended his appreciation and commendation to the staff.  He wished all a Merry Christmas and a Happy New Year.

On behalf of the Board, Mr. Falgout thanked Mr. Fontenot and wished him well.

Louisiana Association of Educators Representative Assembly Awards

President Falgout recognized Mary Margaret David, CAE Vice-President.  Ms. David reported that the recipient of the LAE Human and Civil Rights Trail Blazer Award is Faye Brown Blackwell, a local business owner.  Ms. David stated that this is a distinguished award that recognizes individuals, organizations, and groups that broaden the horizon for minorities and women. 

The Board congratulated Ms. Brown Blackwell.

Ms. Blackwell thanked CAE and the Board for the recognition.

-       

COMMITTEE REPORTS

Curriculum and Instruction

Jimmy Pitre, Chair, reported that the Curriculum and Instruction Committee met on November 21, 2002; a quorum was present.

The first item was for discussion was: HEALTH (6-8), HEALTH (9-12), SCIENCE (K-5), SCIENCE (6-8), AND SCIENCE (9-12) TEXTBOOK ADOPTION COMMITTEE RECOMMENDATIONS

Mr. Pitre reported that Steve Wieschhaus, Administrative Coordinator of Textbooks, explained that a seven-year cycle is in place for adoption of textbooks in our state.  This year grades 6-12 health textbooks and grades K-12 science textbooks are scheduled for adoption. 

Recommendations for five committees assigned by area—Health (6-8), Health (9-12), Science (K-5), Science (6-8), and Science (9-12) were presented.

A motion to accept committee recommendations as presented was made and carried.

On behalf of the committee, Mr. Pitre moved to approve the recommendations as presented.  The motion carried.

Next, Mr. Pitre reported that the second item for discussion was: REPORT ON TEACHER INSERVICE ACTIVITIES

He reported that because of concerns expressed relative to teacher pullouts, a report was presented detailing why teachers have been pulled from the classroom for staff development activities this year.  Four areas were addressed—elementary, middle, high, and technology.  This item was for informational purposes only. 

Mr. Pitre reported that the committee recommended that staff recommend a maximum number of days a teacher could be out of the classroom along with a master schedule.

This item was for informational purposes only.

There was concern expressed that several teachers were requested to write and participate in the LINCS grants, but did not receive any funds.  It was suggested that if the teachers are not receiving the funds, they should not be required to participate.  It was noted that this burden should not be placed on teachers and the priority should be placed in the classroom.

It was noted that in addition to the teachers being away from the classroom, principals are away from their schools.  It was suggested that the principals’ meetings should be scheduled every other month as opposed to monthly.

TAKE APPROPRIATE ACTION

Adoption of Bond Resolution for District 22 Refinancing

                                                                                                Lake Charles, Louisiana

                                                                                                December 10, 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 December 10, 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:

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

                        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. Doucet and seconded by Mr. Pitre, 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

BOND RESOLUTION

A resolution providing for the issuance, sale and delivery of SEVEN MILLION FIVE HUNDRED FIFTY THOUSAND AND NO/100 ($7,550,000) DOLLARS of General Obligation Refunding Bonds of School District No. 22 of Calcasieu Parish, Louisiana, 2002 Series; 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 outstanding public school improvement bonds of said District; and providing for other matters in connection therewith.

                        WHEREAS, School District No. 22 of Calcasieu Parish, Louisiana (the “District”)  held an election on October 1, 1988 within said District, wherein the following proposition was  proposed to and approved by the electorate of the District, to-wit:

PROPOSITION

Shall School District No. 22 of Calcasieu Parish, Louisiana, incur debt and issue bonds in various series and in an amount not exceeding $30,000,000 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 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. 22 of Calcasieu Parish, Louisiana, sufficient in rate and amount to pay said bonds in principal and interest as they respectively mature?

                        WHEREAS, the District has heretofore issued $9,970,000 of its General Obligation Refunding Bonds, 1993 Series, dated June 15, 1993 on original issue, of which $7,225,000 is currently outstanding (the “Outstanding Bonds”), which Outstanding Bonds are payable from a pledge and dedication of that portion of the net avails or proceeds of ad valorem taxes levied on all properties subject to taxation within the District, all in accordance with Article VI, Section 33 and Article VII, Section 26(E) of the Constitution of the State of Louisiana, and those portions of Part II of Article VII of the Constitution of 1974 of the State of Louisiana not repealed by the 1977 Louisiana Legislature, and Subpart A of Part III of Chapter 4 of Sub-Title II of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and all other laws on the same subject matter; and

                        WHEREAS, the Calcasieu Parish School Board, State of Louisiana, governing authority of the District has found and determined that currently refunding the Outstanding Bonds, consisting of those bonds which mature on February 1, 2004 to February 1, 2009, inclusive (the “Refunded Bonds”), would be advantageous to the District;

                        WHEREAS, the Calcasieu Parish School Board has adopted a preliminary resolution on October 15, 2002, expressing its intention to issue general obligation refunding bonds of the District in an amount not to exceed $8,000,000 pursuant to the Act (hereinafter defined);

                        WHEREAS, the State Bond Commission, on November 21, 2002, adopted a resolution granting authority for issuance of the Bonds in the principal amount not exceeding $8,000,000;

                        WHEREAS, pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority (the “Act”), it is now the desire of the District to adopt this Bond Resolution in order to provide for issuance by the District of $7,550,000 principal amount of its General Obligation Refunding Bonds, 2002 Series (the “Bonds”), for the purpose of currently refunding the Refunded Bonds, to fix the details of the Bonds and to sell the Bonds to the purchasers thereof;

                        WHEREAS, in connection with refunding of the Refunded Bonds, the District has found and determined that it would be of substantial benefit to the District to purchase a municipal bond insurance policy as more fully provided for herein, and to authorize acquisition 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 Bonds;

                        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 Bonds described in Exhibit A hereto, and to provide for the call for redemption of the Refunded Bonds, pursuant to a Notice of Call for Redemption;

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

                        WHEREAS, the District 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 Bond Purchase Agreement attached hereto as Exhibit D;

                        NOW, THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, State of Louisiana, acting as the governing authority of the District, 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 General Obligation Refunding Bonds, 2002 Series of the District, 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 ad valorem taxes levied upon taxable properties within the District, and insured by a Municipal Bond Insurance Policy.

                        “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, premiums for the insurance policy securing payment of the Bonds, if any, and any other cost, charge or fee paid or payable by the District 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.

                        “District” shall mean School District No. 22 of Calcasieu Parish, State of Louisiana.

                        “Escrow Agent” shall mean Argent Trust, 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 December 1, 2002, between the District and the Escrow Agent, substantially in the form attached hereto as Exhibit B, 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 President and the Secretary of the Calcasieu Parish School Board.

                        “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 District.

                        “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.

                        “Insurer” shall mean, with respect to the Bonds, Financial Guaranty Insurance Company, New York, New York, or its successor and assigns.

                        “Interest Payment Date” shall mean February 1 and August 1 of each year, commencing February 1, 2003.

                        “Municipal Bond Insurance Policy” shall mean the municipal bond insurance policy issued by the Insurer insuring the payment when due of the principal of and interest on the Bonds as provided therein.

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

                        3.         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, a Division of National Independent Trust Company, in the City of 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 Tax Revenues” shall mean the net avails or proceeds of the unlimited ad valorem tax levied against all assessable properties within the District, as approved by the electorate of the District in an election previously held therein.

                        “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 and approved in writing by the Insurer with notice to Standard & Poor’s Corporation.

                        “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 Bonds” shall mean those bonds of the District’s outstanding General Obligation Refunding Bonds, 1993 Series, dated June 15, 1993, on original issue, maturing February 1, 2004 to February 1, 2009, 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 Morgan Keegan & Company, Inc., of New Orleans, Louisiana.

                        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 or resolution.

ARTICLE II

AUTHORIZATION AND ISSUANCE OF BONDS

                        SECTION 2.1.  Authorization of Bonds.  This Bond Resolution creates an issue of Bonds  to be designated “General Obligation Refunding Bonds, 2002 Series, of School District No. 22 of Calcasieu Parish, Louisiana” 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 Bonds through the escrow of a portion of the proceeds of the Bonds, together with other available moneys of the District, 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 February 1, 2003, of the principal of, premium, if any, and interest on the Refunded Bonds.

                        (c) Provision having been made for the full payment and redemption of all the Refunded Bonds, 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 District incidental to the Refunded Bonds, and that accordingly, and in compliance with all that is herein provided, the District is expected to have no future obligation with reference to the aforesaid Refunded Bonds, except to assure that the Refunded Bonds are paid from the Government Securities and funds so escrowed in accordance with the provisions of the Escrow Agreement, and that the Refunded Bonds 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 District and the Executive Officers are hereby authorized and directed to execute and deliver the Escrow Agreement on behalf of the District substantially in the form of Exhibit B 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 Bonds from the special trust fund created under the Escrow Agreement shall be strictly observed and followed in all respects.

                        (e) The District does hereby find that since substantial benefits will accrue from the insurance of the Bonds, the Bonds are being insured by the Insurer and an appropriate legend shall be printed on the Bonds as evidence of such insurance.  The cost of the Municipal Bond Insurance Policy shall be paid by the District from proceeds of the Bonds.

                        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 District with the Owners of the Bonds and shall be deemed to be and shall constitute a contract between the District 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 District 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 Tax Revenues.  The Pledged Tax 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 Tax 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 $7,550,000 principal amount of Bonds to be designated “General Obligation Refunding Bonds, 2002 Series, of School District No. 22 of Calcasieu Parish, State of Louisiana,” for the purpose of currently refunding the Refunded Bonds.  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 December 1, 2002, shall bear interest payable on February 1 and August 1 of each year, commencing February 1, 2003, at the rates per annum and annual principal maturities set forth in the final Official Statement to be approved by the Executive Officers, and may mature on February 1 in the years and in the principal amounts set forth below:

                                     DATE        PRINCIPAL            INTEREST

                                   (Feb. 1)        PAYMENT                 RATE  

                               2004        $1,170,000                2.350%

                                       2005        1,195,000                  2.350%

                                       2006        1,230,000                  2.500%

                                       2007        1,265,000                  2.750%

                                       2008        1,320,000                  3.125%

                                       2009        1,370,000                  3.300%

                        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 District 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 District 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 District, the Insurer or by the Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Bonds.  Upon the occurrence and continuance of an Event of Default, as defined in Section 9.1, which would require the Insurer to make payments under the Municipal Bond Insurance Policy, the Insurer and its designated agent shall be provided with access to inspect and copy the registration books of the District for the Bonds.

                        Upon surrender for registration or 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 District 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 District, 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 District, the Insurer and the Paying Agent, and any agent of the District, the Insurer 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 District, the Insurer and the Paying Agent proof of his ownership thereof and proof of such mutilation, improper cancellation, destruction, theft or loss satisfactory to the District, the Insurer and the Paying Agent, (ii) giving to the District, the Insurer and the Paying Agent an indemnity bond in favor of the District, the Insurer and the Paying Agent in such amount as the District and the Insurer may reasonably require, (iii) compliance with such other reasonable regulations and conditions as the District and the Insurer may prescribe and (iv) paying such expenses as the District, the Insurer 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 District, 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 District 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 District 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 District, 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 District 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 District 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 and Secretary of State.  (a) 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 C 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.

                        (b)  The Bonds shall also be registered with the Secretary of State of Louisiana (which registration shall be by manual signature on the bonds issued upon original issuance of the Bonds and by facsimile signature on Bonds exchanged therefor) and shall have endorsed thereon the following:

“OFFICE OF SECRETARY OF STATE

STATE OF LOUISIANA

BATON ROUGE, LOUISIANA

This Bond secured by a tax.  Registered on the _____ day of December, 2002.”

                        _________________________________

                                        Secretary of State

            SECTION 3.7. Regularity of Proceedings.  The District, 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 District covenants that it will deposit or cause to be deposited with the Paying Agent from the moneys derived from collection of the Pledged Tax 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.  District Obligated to Collect Tax.  In compliance with the laws of Louisiana, the District, through the Governing Authority, by proper resolutions and/or ordinances is obligated to cause the ad valorem taxes to continue to be assessed, levied and collected for the full period of their authorization or 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, and further the District shall not discontinue or terminate or permit to be discontinued or terminated the ad valorem taxes in anticipation of the collection of which the Bonds have been issued, nor in any way make any change which would adversely effect the amount of the Pledged Tax Revenues to be received by the District 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 hereto.

                        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 District further covenants as follows:  All avails or proceeds of the ad valorem taxes constituting Pledged Tax Revenues shall be deposited as the same may be collected to the credit of the District, in a special bank account established and maintained with the regularly designated fiscal agent of the Calcasieu Parish School Board and designated “School District No. 22 General Obligation Refunding Bond Sinking Fund” (the “Sinking Fund”). Funds on deposit in the Sinking Fund shall constitute dedicated funds of the District, from which appropriations and expenditures by the District 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 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 District, 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 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 purpose 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 (unless otherwise approved by the Insurer) and the proceeds thereof invested in Qualified Investments.

ARTICLE V

REDEMPTION OF BONDS

                        SECTION 5.1.  Redemption of Bonds.  The Bonds are not subject to redemption prior to their stated maturities.

ARTICLE VI

PARTICULAR COVENANTS, ADDITIONAL BONDS

                        SECTION 6.1.  Obligation of the District in Connection with Issuance of the Bonds.  As a condition of the issuance of the Bonds, the District 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 District, 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 so as to provide sufficient moneys to pay on February 1, 2003, the principal of, premium, if any, and interest on the Refunded Bonds; 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.

                        Prior to or concurrently with delivery of the Bonds, the District shall obtain a mathematical verification of an independent certified public accountant that moneys and obligations required to be irrevocably deposited in trust in the Escrow Fund with the Escrow Agent, together with earnings to accrue thereon, will be sufficient for payment on February 1, 2003, of the principal of, premium, if any, and interest on the Refunded Bonds.

                        SECTION 6.2.  Payment of Bonds.  The District shall budget in each Fiscal Year sufficient Pledged Tax 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 District 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 District shall not take any action or fail to take any action, nor shall it permit at any time or times any of the proceeds of the Bonds or any other funds of the District 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 District shall not permit at any time or times any proceeds of the Bonds or any other funds of the District 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 not designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code.

                        SECTION 6.4.  Obligation to Collect Taxes.  The District recognizes that the Governing Authority is bound under the terms and provisions of law, to levy and impose and cause the enforcement and collection the ad valorem taxes which secure issuance of the Bonds, and to provide for the proper application thereof, until all of the Bonds have been retired as to both principal and interest.  Nothing herein contained shall be construed to prevent the Governing Authority from altering or amending from time to time as may be necessary the resolutions and/or ordinances adopted providing for the levying, imposition, enforcement and collection of the ad valorem taxes or any subsequent resolution and/or ordinance providing therefor, provided that such alterations or amendments shall not be made in any manner which would impair the rights of the Owners from time to time of the Bonds or which would in any way jeopardize the prompt payment of principal thereof and interest thereon.  The resolutions and/or ordinances imposing the ad valorem taxes and pursuant to which the ad valorem taxes are being levied, collected and allocated, and the obligation to continue to levy, collect and allocate the ad valorem taxes and to apply the Pledged Tax Revenues in accordance with the provisions of this Bond Resolution, shall be irrevocable until the Bonds 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 Bonds or which would in any way jeopardize the prompt payment of principal thereof and interest thereon.  More specifically, neither the Legislature of Louisiana, nor the District may discontinue the ad valorem taxes or permit to be discontinued the ad valorem taxes in anticipation of the collection of which the Bonds have been issued or in any way make any change in ad valorem taxes which would diminish the amount of the Pledged Tax Revenues to be received by the District until all of the Bonds shall have been retired as to both principal and interest.

                        SECTION 6.5.  Indemnity Bonds.  So long as any of the Bonds are outstanding and unpaid, the District shall require all of its officers and employees who may be in a position of authority or in possession of money derived from collection of the ad valorem taxes, to obtain or be covered by a blanket fidelity or faithful performance bond, or independent fidelity bonds written by a responsible indemnity company in amounts adequate to protect the District from loss.

                        SECTION 6.6.  District to Maintain Books and Records.  So long as any of the Bonds are outstanding and unpaid in principal or interest, the District 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 the receipts of the 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 District 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, and shall provide a copy of such audit to the Insurer immediately upon the completion thereof.  Such audit shall be available for inspection upon request by the Owners of any of the Bonds and the Insurer.  The District further agrees that the Paying Agent, the Insurer and the Owners of any of the Bonds shall have at all reasonable times the right to inspect the records, accounts and data of the District relating to the ad valorem taxes.

                        SECTION 6.7.  Pledged Tax Revenues Not Encumbered.  As of this date, the Pledged Tax Revenues are not pledged or encumbered in any way, except to the payment of the Refunded Bonds and to other bonds previously issued by the District.

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 and the Insurer 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 District in the Bond Resolution other covenants and agreements to be observed by the District 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 District 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 District 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 District 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.  Notwithstanding the foregoing, no provision of the Bond Resolution expressly recognizing or granting rights in or to the Insurer may be amended in any manner which affects the rights of the Insurer under the Bond Resolution without the prior written consent of the Insurer.

                        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 District 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 District to levy and collect the ad valorem taxes 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 or the Escrow 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.  The consent of the Insurer shall be required (i) in addition to Bondholder consent, when required, for the adoption of any supplemental resolution, and all supplemental resolutions must be filed with the Insurer immediately upon adoption, (ii) for removal of the Paying Agent and selection and appointment of any successor paying agent; and (iii) initiation or approval of any action not described in (i) or (ii) above which requires Bondholders consent.

ARTICLE VIII

PARITY BONDS

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

                        The Bonds or any part thereof, including interest and redemption premiums 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 (in determining whether a principal payment default has occurred, no effect shall be given to payments made under the Municipal Bond Insurance Policy); 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 (in determining whether an interest payment default has occurred, no effect shall be given to payments made under the Municipal Bond Insurance Policy); or

(c) if default shall be made by the District 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 District 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 District 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 Insurer and the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law; provided, however, that the exercise of remedies at the direction of the Owners is subject to the prior written consent of the Insurer, and the Insurer, acting alone, shall have the exclusive right to direct any action or remedy to be undertaken so long as it is not then in default of its payment obligations under the Municipal Bond Insurance Policy.  Under no circumstances may the principal or interest of any of the Bonds be accelerated.  The District shall notify the Insurer immediately upon the occurrence of any Event of Default.  No Event of Default shall be waived without the consent of the Insurer.  All remedies shall be cumulative with respect to the Paying Agent, the Owners and the Insurer; if any remedial action is discontinued or abandoned, the Paying Agent, the Owners and the Bond Insurer shall be restored to their former positions.

                        SECTION 9.2.  Notice to Insurer of Events of Default.  The Paying Agent shall provide the Insurer with immediate notice of any payment default, and notice of any other default known to the Paying Agent within five Business Days of the Paying Agent's knowledge thereof.

ARTICLE X

CONCERNING FIDUCIARIES

                        SECTION 10.1.  Escrow Agent; Appointment and Acceptance of Duties.  Argent Trust, 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 District, subscription forms for any Government Securities required by the Escrow Agreement.

                        SECTION 10.2.  Paying Agent; Appointment and Acceptance of Duties.  The District 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, 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 District.

                        SECTION 10.3.  Successor Paying Agent.  Any successor Paying Agent shall (i) be a trust company or bank in good standing, located in or incorporated under the laws of the State, duly authorized to exercise trust powers and subject to examination by federal or state authority and (ii) have a reported capital and surplus of not less than $75,000,000.  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, and until written notice thereof shall have been given to the Insurer.  The Insurer shall have the right to remove the Paying Agent upon written notice to the District and the 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, duly authorized to exercise trust powers and subject to examination by federal or state authority, having a reported capital and surplus of not less than $75,000,000 and acceptable to the Insurer.  Any successor Paying Agent, if applicable, shall not be appointed unless the Insurer approves such successor in writing.  Notwithstanding any other provision of this Bond Resolution, in determining whether the rights of the Bondholders will be adversely affected by any action taken pursuant to the terms and provisions of this Bond Resolution, the Paying Agent shall consider the effect on the Bondholders as if there were no Municipal Bond Insurance Policy.

ARTICLE XI

MISCELLANEOUS

                        SECTION 11.1. 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 District or the Paying Agent in accordance therewith.

                        SECTION 11.2.  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 11.3.  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 District, the Insurer, 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 District shall be for the sole and exclusive benefit of the District, the Insurer, the Paying Agent and Owners of the Bonds.

                        SECTION 11.4.  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 District or any person executing the Bonds.

                        SECTION 11.5.  Successors and Assigns.  Whenever in this Bond Resolution the District are named or referred to, it shall be deemed to include their successors, and assigns and all the covenants and agreements in this Bond Resolution contained by or on behalf of the District shall bind and ensure to the benefit of their successors, and assigns whether so expressed or not.

                        SECTION 11.6.  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 or the Insurer shall be subrogated to all the rights and remedies against the District had and possessed by the Owner or Owners of the Refunded Bonds.

                        SECTION 11.7.  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 11.8.  Publication of Bond Resolution; Peremption.  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 11.9.  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 District 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 11.10.  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 Bonds are hereby awarded to and sold to the Underwriters at a price of $7,506,886.45 (representing $7,550,000.00, plus a reoffering premium of $37,306.80, plus accrued interest in the amount of $9,802.15, less $90,222.50 Underwriters’s Discount), and under the terms and conditions set forth in the Bond Purchase Agreement attached hereto as Exhibit D, and after their execution, registration by the Secretary of State and authentication by the Paying Agent, the Bonds shall be delivered to the Underwriters or their agents or assigns, upon receipt by the District of the agreed purchase price.  The Bond Purchase Agreement attached hereto as Exhibit D is hereby approved and accepted and the Executive Officers are hereby authorized, empowered and directed to accept same on behalf of the District and deliver or cause to be executed and delivered all documents required to be executed on behalf of the District 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 District hereby approves the form and content of the Preliminary Official Statement pertaining to the Bonds, as submitted to the District, and hereby ratifies its prior use in connection with the sale of the Bonds.  The District further approves the form and content of the final Official Statement and hereby 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 District and are authorized to accept and execute on behalf of the District an offer of the Underwriters for purchase of the Bonds as expressly set forth in the Bond Purchase Agreement, provided (i) a policy of municipal bond insurance is obtained for the Bonds, and (ii) the offer of purchase by the Underwriters is received by the Executive Officers by not later than December 18, 2002, and such offer sets an average interest rate of less than 3.00% per annum, and a sales price of the Bonds at not less than 98.805% of the par value thereof (exclusive of bond insurance premium), plus accrued interest to the date of delivery of the Bonds.  The Executive Officers may, in their discretion, establish on behalf of the District 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, the Bond Purchase Agreement, the Preliminary Official Statement 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 BONDS

                        SECTION 13.1.  Call for Redemption.  Subject only to delivery of the Bonds, the Refunded Bonds are hereby irrevocably called for redemption on February 1, 2003, at a redemption price of 100% of the principal amount of each bond 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 Bonds, 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 bond to be redeemed at his address as shown on the registration books of the paying agent for the Refunded Bonds.

ARTICLE XIV

PROVISIONS RELATING TO INSURER

                        SECTION 14.1.  Notices and Information to Insurer.  The District agrees to provide the Insurer with the following information:

                        (i) Within 120 days after the end of each Fiscal Year of the District, the District’s budget for the new year, annual audited financial statements (as soon as available if not within 120 days), and, if not presented in the audited financial statements, a statement of the Pledged Tax Revenues pledged to payment of the Bonds in such Fiscal Year;

                        (ii) Official Statement or other disclosure, if any, prepared in connection with issuance of additional debt, whether or not it is on parity with the Bonds within 30 days after the sale thereof; and

                        (iii) Such additional information as the Insurer may reasonably request from time to time.

                        The District further agrees to notify the Insurer of any failure of the District to provide relevant notices, certificates and other information required of the District pursuant to this Bond Resolution.

                        The District will permit the Insurer to discuss the affairs, finances and accounts of the District or any information the Insurer may reasonably request regarding the security for the Bonds with appropriate officers of the District, and to have access and to make copies of all books and records relating to the Bonds at any reasonable time.

                        In the event the District fails to comply with the requirements set forth in (i) through (iii) above, the Insurer shall have the right to direct an accounting at the District’s expense, and the District’s failure to comply with such direction within thirty (30) days after receipt of written notice of the direction from the Insurer shall be deemed a default hereunder; provided, however, that if compliance cannot occur within such period, then such period will be extended so long as compliance is begun within such period and diligently pursued, but only if such extension would not materially adversely affect the interests of any Owner of the Bonds.

                        Notwithstanding any other provision of this Bond Resolution, the District shall immediately notify the Insurer if at any time there are insufficient moneys to make any payments of principal and/or interest as required and immediately upon the occurrence of any event of default hereunder.

                        SECTION 14.2.  Insurer As Third Party Beneficiary.  To the extent that this Bond Resolution confers upon, gives or grants to the Insurer any right, remedy or claim under or by reason of this Bond Resolution, the Insurer is hereby explicitly recognized as being a third-party beneficiary hereunder and may enforce any such right remedy or claim conferred, given or granted hereunder.

                        SECTION 14.3.  Notices to Insurer.  Any notices required by this Bond Resolution to be sent to the Insurer shall be addressed as follows:

                        Financial Guaranty Insurance Company

                        125 Park Avenue

                        New York, NY 10017

                        Attention: Risk Management

ARTICLE XV

CONTINUING DISCLOSURE UNDERTAKING