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, September 5, 2006, at 4:45 p.m. The meeting was called to order by Ed Stephens, President. The prayer was led by Bryan LaRocque; Jay Duhon led the Pledge of Allegiance.

 

ROLL CALL

 

The roll was called and the following members were present: Joe A. Andrepont, Clara F. Duhon, Jay L. Duhon, Mary Kaye Eason, Rev. J.L. Franklin, Bryan LaRocque, Sheral A. LaVergne, James W. Pitre, Dr. Edward Stephens, Dale B. Bernard, Billy Breaux, John Falgout, and R.L. Webb.

 

Greg Robert and James Karr, Sr. were absent.

 

MINUTES APPROVED

 

On a motion by Joe Andrepont, seconded by Billy Breaux and unanimously carried, the minutes of the regular meeting of August 8, 2006 were approved as presented.

 

SUPPLEMENTAL AGENDA

 

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

 

PRESENTATIONS

 

Attorney Jay Delafield presented ITEM VII B to the Board, the resolution authorizing the sale of Excess Revenue Certificates and the Certificate Purchase Agreement, for the Sam Houston High School Project. The bonds were sold by negotiation to Crews & Associates, Inc. for a true interest cost of  3.9826734 %. On a motion to adopt the bond resolution and sale of the bonds by Mr. LaRocque, seconded by Mr. Pitre, the motion carried.

 

                                                                                 Lake Charles, Louisiana

                                                                                 September 5, 2006

 

         The Parish School Board of Calcasieu Parish, Louisiana, met in regular public session at 4:45 o’clock p.m. on Tuesday, September 5, 2006, at the regular meeting place of said Board in the Calcasieu Parish School Board Office, Lake Charles, Louisiana, pursuant to the provisions of written notice given to each and every member thereof and duly posted in the manner required by law.

         President, Dr. Edward Stephens, called the meeting to order and on roll call, the following members were present:

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

 

ABSENT:     James W. Karr and Gregory P. Robert

 

         Wayne R. Savoy, Board Secretary, also attended.  The meeting was called to order and the roll called with the above results.

 

         Thereupon, the following resolution was introduced, and pursuant to a motion made by Mr. LaRocque and seconded by Mr. Pitre, was adopted by the following vote:

 

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

 

NAYS:          None

 

ABSENT:     Mr. Karr and Mr. Robert

 

NOT VOTING:        President Stephens

 

 

CERTIFICATE RESOLUTION

 

A RESOLUTION AUTHORIZING ISSUANCE, SALE AND DELIVERY OF THREE MILLION AND NO/100 ($3,000,000) DOLLARS EXCESS REVENUE CERTIFICATES OF INDEBTEDNESS OF THE CALCASIEU PARISH SCHOOL BOARD (SAM HOUSTON HIGH SCHOOL PROJECT), SERIES 2006, CONFIRMING THE SALE, PRESCRIBING THE FORM AND FIXING THE DETAILS THEREOF; PROVIDING FOR SECURITY AND PAYMENT OF SAID CERTIFICATES IN PRINCIPAL AND INTEREST; AND CERTAIN OTHER MATTERS IN CONNECTION THEREWITH.

 

         WHEREAS, it is projected that the general fund budget of the Calcasieu Parish School Board, Lake Charles, Louisiana (the “Issuer”) for the fiscal year ending June 30, 2006, will show an estimated excess of revenues over statutory, necessary and usual charges and all other expenses for such fiscal year in the total amount in excess of $21 million, as will more fully appear by reference to said budget;

 

         WHEREAS, after carefully investigating and studying the actual revenues and expenditures and all matters in connection therewith for that portion of the fiscal year ending June 30, 2006, the Issuer has found and does hereby find and determine that the actual surplus for said fiscal year will, in all probability, be in excess of the amount reflected in the aforesaid budget; 

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

 

         WHEREAS, Sections 2922 to 2923, inclusive, of Title 33 of the Louisiana Revised Statutes of 1950, as amended, the (the “Act”) authorize the Issuer to make and enter into contracts dedicating the excess of annual revenues of subsequent years above statutory, necessary and usual charges to the payment of that portion of the cost of public improvements which is to be borne by the Issuer under such contacts, provided all such dedications do not exceed the estimated excess of revenues over said statutory, necessary and usual charges of the year in which the contract is made;

 

         WHEREAS, the Issuer desires to incur debt and issue not exceeding THREE MILLION AND NO/100 ($3,000,000) DOLLARS in Excess Revenue Certificates of Indebtedness in the manner authorized and provided by the Act and as hereinafter provided, to provide ready funds to pay the costs of construction of certain improvements at Sam Houston High School, Moss Bluff, Louisiana, title to which shall be in the public;

 

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

 

         WHEREAS, the Issuer acquired approval of the Louisiana State Bond Commission on August 17, 2006, for approval of the issuance, sale and delivery of not to exceed THREE MILLION AND NO/100 ($3,000,000) DOLLARS of Excess Revenue Certificates of Indebtedness of the Issuer, to be used for the purpose of financing the construction and installation of certain school improvements Sam Houston High School, Moss Bluff, Louisiana, and which Certificates are to be secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the ten (10) year period during which the Certificates are outstanding, above statutory, necessary and usual charges;

 

         WHEREAS, sale of the Certificates has been negotiated with Crews & Associates, Inc., Little Rock, Arkansas, at a price of 99.633% of par and accrued interest to date of delivery; and

 

                                                                     WHEREAS, the Issuer now desires to provide for issuance of the Certificates in the original principal amount of THREE MILLION AND NO/100 ($3,000,000) DOLLARS of its Excess Revenue Certificates of Indebtedness (Sam Houston High School Project), Series 2006 (the “Certificates”) to finance construction and installation of certain school improvements at Sam Houston High School, Moss Bluff, Louisiana, said Certificates to be secured by and payable from the excess of annual revenues accruing to the budget of the Issuer for the ten (10) year period during which the Certificates are outstanding, above statutory, necessary and usual charges;

 

NOW THEREFORE, BE IT RESOLVED by the Calcasieu Parish School Board, as follows:

 

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

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

 

         “Bond Counsel” means Joseph A. Delafield, A Professional Corporation, Lake Charles, Louisiana.

 

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

 

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

 

         “Calcasieu Parish School System” means the public school system available to the members of the general public at large, administered and maintained by the Governing Authority.

 

         “Certificate” means any Series 2006 Certificate of Indebtedness of the Issuer authorized to be issued by this Resolution, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any certificate previously issued.

 

         “Certificates” means the Calcasieu Parish School Board Excess Revenue Certificates of Indebtedness (Sam Houston High School Project), Series 2006, authorized by this Resolution, in the total aggregate principal amount of Three Million Dollars ($3,000,000).

 

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

 

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

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

 

         “Federal” means the United States of America.

 

         “Governing Authority” means the Calcasieu Parish School Board.

 

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

 

         “Insurer” means, with respect to the Certificates, CIFG Assurance North America, Inc., or its successor and assigns.

 

         “Interest Payment Dates” means April 1 and October 1 in each year commencing April 1, 2007.

 

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

 

         “Municipal Bond Insurance Policy” means the municipal bond new issue insurance policy issued by the Insurer insuring the payment when due of the principal of and interest on the Certificates as provided therein.

 

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

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

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

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

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

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

 

         “Owner” or “Owners” or “Registered Owner” when used with respect to any Certificate means the Person in whose name such Certificate is registered in the Bond Register, as herein provided.  Notwithstanding any provision of this Resolution to the contrary, the Insurer shall, at all times, be deemed an owner of all the Certificates for the purposes of consenting to any resolution supplementing or amending this 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.

 

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

 

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

 

         “Project” means certain improvements to Sam Houston High School, Moss Bluff, Louisiana, within the Calcasieu Parish School System.

 

         “Purchaser” means Crews & Associates, Inc., Little Rock, Arkansas, the original purchaser or purchasers of the Certificates.

 

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

 

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

 

         “Sinking Fund” shall have the meaning ascribed to such term in Section 15 hereof.

 

         “State” means the State of Louisiana.

 

         “Surety” means CIFG Assurance North America, Inc., New York, New York.

 

         “Surety Bond” means the Debt Service Reserve Insurance Policy in the amount of $300,000, issued by the Surety in lieu of a debt service reserve fund requirement.

 

 

         SECTION 2.  Authorization of Certificates; Maturities.   In compliance with and under the authority of the provisions of Sections 2922 to 2923, inclusive, of Title 33 of the Louisiana Revised Statutes of 1950, as amended (the “Act”), and constitutional and statutory authority supplemental thereto, and pursuant to proceedings regularly and legally taken by the Issuer, there is hereby authorized the creation of an indebtedness of not exceeding THREE MILLION AND NO/100 ($3,000,000) DOLLARS, for, on behalf of and in the name of the Issuer, to be represented by Excess Revenue Certificates of Indebtedness of the Issuer, for the purpose of paying the cost of construction and installation of certain school improvements at Sam Houston High School, Moss Bluff, Louisiana, within the Calcasieu Parish School System.  To represent said indebtedness, there be and there is hereby authorized issuance of negotiable interest bearing, fully registered Excess Revenue Certificates of Indebtedness of the Calcasieu Parish School Board, Series 2006, in the principal amount of THREE MILLION AND NO/100 ($3,000,000) DOLLARS (the “Certificates”), which Certificates shall be in the denomination of $5,000 each and any integral multiple of $5,000 in excess thereof, within a single maturity, shall be numbered consecutively commencing with number R-0001, shall be dated October 1, 2006, and shall bear interest at the rate or rates hereinafter specified, payable April 1 and October 1 of each year beginning April 1, 2007, both principal and interest being payable at the principal corporate office of Argent Trust, a division of National Independent Trust Company, Ruston, Louisiana, and shall mature serially on October 1 of each year and shall bear interest as follows:

 

                     MATURITY                            INTEREST

                     DATE              PRINCIPAL    RATE PER

                     (Oct. 1)            AMOUNT       ANNUM

                                                           2007 250,000            4.00%

                                                           2008 260,000            3.60%

                                                           2009 270,000            4.00%

                                                           2010 280,000            4.00%

                                                           2011 295,000            4.00%

                                                           2012 305,000            3.60%

                                                           2013 315,000            3.65%

                                                           2014 330,000            3.70%

                                                           2015 340,000            3.75%

                                                           2016 355,000            4.50%

 

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

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

 

            SECTION 3.  Redemption Provisions.   Those Certificates maturing in the years 2007 to 2011, inclusive, shall not be subject to redemption prior to maturity.  Those Certificates maturing October 1, 2012 and thereafter shall be callable for redemption by the Issuer in full at any time on or after October 1, 2011, or in part in the inverse order of their maturities, and if less than a full maturity then by lot within such maturity, on any Interest Payment Date on or after October 1, 2011, at the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for to the date fixed for redemption.

 

            In the event a Certificate to be redeemed is of a principal amount denomination larger than $5,000, a portion of such Certificate ($5,000 principal amount or any multiple thereof) may be redeemed.  Any Certificate which is to be redeemed only in part shall be surrendered at the principal corporate office of the Paying Agent and there shall be delivered to the Owner of such Certificate a new Certificate or Certificates of the same maturity and of any authorized denomination or denominations as requested by such Owner in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal amount of the Certificate so surrendered.

 

            In the case of any redemption of Certificates, the Issuer shall give written notice to the Paying Agent and the Insurer of the election so to redeem and the redemption date, and of the principal amounts and numbers of the Certificates or portions of Certificates of each maturity to be redeemed.  Such notice shall be given at least forty-five (45) days prior to the redemption date.  Official notice of such call of any of the Certificates for redemption will be given by the Paying Agent by means of first class mail, postage prepaid, by notice deposited in the United States mail not less than thirty (30) days prior to the redemption date, addressed to the Insurer and to the Owner of each Certificate to be redeemed as shown on the Bond Register.  Failure to give such notice by mailing to any Owner or the Insurer, or any defect therein, shall not affect the validity of any proceedings for the redemption of other Certificates.

 

            SECTION 4.  Exchange of Certificates; Persons Treated as Owners.  The Issuer shall cause books for registration and for transfer of the Certificates (the “Bond Register”), as provided in this Resolution to be kept at the principal office of the Paying Agent, and the Paying Agent is hereby constituted and appointed the Registrar for the Certificates.  At reasonable times and under reasonable regulations established by the Paying Agent said list may be inspected and copied by the Issuer, the Insurer or by the Owners (or a designated representative thereof) of 15% of the outstanding principal amount of the Certificates.  Upon the occurrence and continuance of an Event of Default, as defined in Section 34, 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 Bond Register of the Issuer for the Certificates.

 

            The Certificates may be transferred, registered and assigned, at the expense of the Issuer, only upon the Bond Register upon surrender thereof at the principal office of the Paying Agent and by execution of the assignment form on the Certificates or by other instrument of transfer and assignment in such form as shall be satisfactory to the Paying Agent.  A new Certificate or Certificates will be delivered by the Paying Agent to the last assignee (the new registered owner) in exchange for such transferred and assigned Certificates within three (3) business days after receipt of the Certificates to be transferred in proper form.  Such new Certificate or Certificates must be in the principal amount denomination of $5,000 or any integral multiple thereof within a single maturity.  Neither the Issuer nor the Paying Agent will be required to issue, register the transfer of or exchange any Certificate during a period beginning (i) at the opening of business on the Record Date, or (ii) with respect to any Certificate called for redemption prior to maturity during a period beginning at the opening of business fifteen (15) days before the date of mailing of a notice of redemption of such Certificate and ending on the date of such redemption.  The execution by the Issuer of any fully registered Certificate shall constitute full and due authorization of such Certificate and the Paying Agent shall thereby be authorized to authenticate, date and deliver such Certificate; provided, however, that the principal amount of outstanding Certificates of each maturity authenticated by the Paying Agent shall not exceed the authorized principal amount of Certificates for such maturity less previous retirements, subject to the provisions of Section 24 hereof.  The Issuer is authorized to prepare, and the Paying Agent shall keep custody of, multiple Certificate blanks executed by the Issuer for use in the transfer and exchange of Certificates.

 

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

 

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

 

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

(FACE OF CERTIFICATE)

UNITED STATES OF AMERICA              

STATE OF LOUISIANA

PARISH OF CALCASIEU

REGISTERED                                                                                                          REGISTERED

NO. R-                                                                                                                     $               

CALCASIEU PARISH SCHOOL BOARD

EXCESS REVENUE CERTIFICATE OF INDEBTEDNESS

(SAM HOUSTON HIGH SCHOOL PROJECT)

SERIES 2006

 

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

October 1, 2006

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

 

REGISTERED OWNER:

 

PRINCIPAL AMOUNT: 

 

or registered assigns, on the maturity date set forth above, the principal amount set forth above, together with interest thereon from the dated date, said interest payable on April 1 and October 1 of each year, commencing April 1, 2007, at the interest rate per annum set forth above until said principal sum is paid, unless this Certificate has been previously called for redemption and payment shall have been duly made or provided for.  The principal of this Certificate upon maturity or redemption is payable in lawful money of the United States of America at the principal corporate trust office of Argent Trust, a Division of National Independent Trust Company located in Ruston, Louisiana (the Paying Agent/Registrar), or successor thereto, upon presentation and surrender hereof.  Interest on this Certificate is payable by check mailed on each Interest Payment Date by the Paying Agent/Registrar to the registered owner (determined as of the 15^th calendar day of the month next preceding said Interest Payment Date) at the address, as shown on the books of the Paying Agent/Registrar.

 

Certificates maturing in the years 2007 to 2011, inclusive, shall not be subject to redemption prior to maturity.  Those Certificates maturing October 1, 2012 and thereafter shall be callable for redemption by the Issuer in full at any time on or after October 1, 2011, or in part in the inverse order of their maturities, and if less than a full maturity then by lot within such maturity, on any Interest Payment Date on or after October 1, 2011, at the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for to the date fixed for redemption.

 

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

 

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

 

IN WITNESS WHEREOF, the Calcasieu Parish School Board has caused this Excess Revenue Certificate of Indebtedness to be executed in its name by the facsimile signatures of the duly authorized President and Secretary of the Calcasieu Parish School Board, and the seal of said Issuer to be impressed or imprinted hereon, and this Certificate to be dated October 1, 2006.

 

                                                                                                                                 CALCASIEU PARISH SCHOOL BOARD

 

____________________________                                                                                                                                    

SECRETARY                                                                                                           PRESIDENT

                                                                                                                                                                     [S E A L]

 

(LOWER LEFT)

 

PAYING AGENT/REGISTRAR'S

CERTIFICATE OF REGISTRATION

 

This Certificate is one of the Certificates

referred to in the within mentioned

Certificate Resolution.

 

Argent Trust, a Division of

National Independent Trust Company

in the City of Ruston, Louisiana,

as Paying Agent/Registrar

 

By:                                              

Date of Authentication:

 

 

(REVERSE OF CERTIFICATE)

 

ADDITIONAL PROVISIONS

 

This Certificate is one of an issue, the Certificates of which are all of like date, tenor and effect, except as to the number, maturity and rate of interest, aggregating in principal the sum of THREE MILLION AND NO/100 ($3,000,000.00) DOLLARS; said Certificates to mature annually, issued pursuant to a Certificate Resolution adopted on September 5, 2006, by the Calcasieu Parish School Board, under the provisions of Sections 2922 and 2923, et seq., of Title 33 of the Louisiana Revised Statues of 1950, as amended, for the purpose of paying the cost of construction and installation of certain school improvements for energy efficiency within the schools of the Calcasieu Parish School Board.

 

This Certificate and the other Certificates of this issue are secured by and payable in principal and interest from the irrevocable pledge and dedication of the excess of annual revenues of the Issuer in the Fiscal Year Beginning July 1, 2006, and ending June 30, 2007, and subsequent years above statutory, necessary and usual charges as well as those funds and monies of the Issuer budgeted, allocated, available, dedicated, set aside or otherwise to be utilized to fund or make debt services payments on the outstanding Certificates.  The Issuer is obligated to budget annually a sufficient sum of money to pay said Certificates and the interest thereon as they respectively mature, and to levy and collect taxes and other revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and interest on all outstanding certificates of indebtedness, after payment in such years of all statutory, necessary and usual charges.  For a more complete statement of the revenues from which and conditions under which this Certificate is payable, and the general covenants and provisions pursuant to which this Certificate is issued, reference is hereby made to the aforesaid Certificate Resolution adopted on September 5, 2006.

 

At the option of the Issuer, Certificates of this issue maturing in the years 2012 to 2016 shall be callable for redemption prior to their stated dates of maturity in inverse order of their maturities, and if less than a full maturity, then by lot within such maturity on any interest payment date on or after October 1, 2011, at a price of par of the face value thereof and accrued interest to the redemption date.  Notice of call for redemption of any of the Certificates shall be given not less than thirty (30) days prior to the redemption date by means of registered or certified mail by notice deposited in the United States Mail addressed to the Paying Agent/Registrar and to the registered owner of each Certificate to be redeemed at his address as shown on the registration books of the Paying Agent/Registrar.  In the event a Certificate is of a denomination larger than $5,000 a portion of such Certificate ($5,000 or any multiple thereof) may be redeemed.

 

IT IS CERTIFIED that this Certificate is authorized by and is issued in conformity with the requirements of the Constitution and Statutes of the State of Louisiana.  It is further certified, recited and declared that all acts, conditions and things required to exist, to happen and to be performed precedent to and in the issuance of this Certificate and the issue of which it forms a part, necessary to have the same constitute legal, binding and valid obligation of the Issuer, have existed, have happened and have been performed in due time, form and manner, as required by law, and that this Certificate and the issue of which it forms a part do not exceed any limitation prescribed by the Constitution and Statutes of the State of Louisiana.  It is also certified, recited and declared that this Certificate is negotiable paper under the Law Merchant, and it shall not be invalid for any irregularity or defect in the proceedings provided for its issuance and that it shall be incontestable in the hands of bona fide purchasers thereof for value.

 

A S S I G N M E N T

 

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

 

Dated:                                                                                                                      

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

 

(Form of Legal Opinion Certificate -

to Be Printed on All Certificates)

 

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

 

                                                                                                                         

                                                                     Secretary

 

(Form of Statement of Insurance -

to Be Printed on All Certificates)

 

[to be provided by Insurer]

 

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

 

            SECTION 8.  The Issuer does hereby find that since substantial benefits will accrue from the insurance of the Certificates, the Certificates are being insured by the Insurer and an appropriate legend shall be printed on the Certificates as evidence of such insurance.  The cost of the Municipal Bond Insurance Policy shall be paid by the Issuer from proceeds of the Certificates.

 

            SECTION 9.  Payments under the Municipal Bond Insurance Policy.  If, on the third Business Day prior to the related scheduled Interest Payment Date or principal payment date (“Payment Date”), there is not on deposit with the Issuer under this Resolution, after making all transfers and deposits required under this Resolution, moneys sufficient to pay the principal of, and interest on, Insured Certificates due on such Payment Date, the Issuer shall give notice to the Insurer and to its designated agent (if any) (the “Insurer’s Fiscal Agent”), by telephone or telecopy, of the amount of such deficiency by 10:00 a.m., New York City time, on such Business Day.  If, on the Business Day prior to the related Payment Date, there is not on deposit with the Paying Agent moneys sufficient to pay the principal of, and interest on, the Insured Certificates due on such Payment Date, the Paying Agent shall make a claim under the Municipal Bond Insurance Policy and give notice to the Insurer and the Insurer’s Fiscal Agent (if any) by telephone of the amount of any deficiency in the amount available to pay principal and interest, and the allocation of such deficiency between the amount required to pay interest on the Insured Certificates and the amount required to pay principal of the Insured Certificates, confirmed in writing to the related Insurer and Insurer’s Fiscal Agent by 10:00 a.m., New York City time, on such Business Day, by delivering the Notice of Nonpayment and Certificate.

 

            For the purposes of the preceding paragraph, “Notice” means telephonic or telecopied notice, subsequently confirmed in a signed writing, or written notice by registered or certified mail, from the Paying Agent to the Insurer, which notice shall specify (a) the name of the entity making the claim, (b) the policy number, (c) the claimed amount and (d) the date such claimed amount will become Due for Payment.  “Nonpayment” means the failure of the Issuer to have provided sufficient funds to the Paying Agent for payment in full of all principal of, and interest on, the Certificates that are Due for Payment.  “Due for Payment,” when referring to the principal of the Certificates, means when the stated maturity date or mandatory redemption date for the application of a required sinking fund installment has been reached and does not refer to any earlier date on which payment is due by reason of call for redemption (other than by application of required sinking fund installments, acceleration or other advancement of maturity, unless the Insurer shall elect, in its sole discretion, to pay such principal due upon such acceleration; and when referring to interest on the Certificates, means when the stated date for payment of interest has been reached. “Certificate” means a certificate in form and substance satisfactory to the Insurer as to the Paying Agent’s right to receive payment under the Municipal Bond Insurance Policy.

 

            The Paying Agent shall designate any portion of payment of principal on the Certificates paid by the Insurer at maturity on its books as a reduction in the principal amount of Certificates registered to the then current Certificate Owner, whether DTC or its nominee or otherwise, and shall issue a replacement Certificate to the Insurer, registered in the name of the Insurer, as the case may be, in a principal amount equal to the amount of principal so paid (without regard to authorized denominations); provided that the Paying Agent’s failure to so designate any payment or issue any replacement Certificate shall have no effect on the amount of principal or interest payable by the Issuer on any Certificate or the subrogation rights of the Insurer.

 

            The Paying Agent shall keep a complete and accurate record of all funds deposited by the Insurer into the Policy Payments Account (as hereinafter defined) and the allocation of such funds to payment of interest on and principal paid with respect to any Certificate.  The Insurer shall have the right to inspect such records at reasonable times upon reasonable notice to the Paying Agent.

 

            Upon payment of a claim under the Municipal Bond Insurance Policy, the Paying Agent shall establish a separate special purpose trust account for the benefit of Holders of the Certificates referred to herein as the “Policy Payments Account” and over which the Paying Agent shall have exclusive control and sole right of withdrawal.  The Paying Agent shall receive any amount paid under the Municipal Bond Insurance Policy in trust on behalf of Holders of the Certificates and shall deposit any such amount in the Policy Payments Account and distribute such amount only for purposes of making the payments for which a claim was made.  Such amounts shall be disbursed by the Paying Agent to Holders of the Certificates in the same manner as principal and interest payments are to be made with respect to the Certificates under the sections hereof regarding payment of the Certificates.  It shall not be necessary for such payments to be made by checks or wire transfers separate from the check or wire transfer used to pay debt service with other funds available to make such payments.

 

            Funds held in the Policy Payments Account shall not be invested by the Paying Agent and may not be applied to satisfy any costs, expenses or liabilities of the Paying Agent.

 

            Any funds remaining in the Policy Payments Account following a Certificate payment date shall promptly be remitted to the Insurer.

 

            SECTION 10.  Obligations of the Issuer.  The Certificates of Indebtedness herein authorized shall be secured by and payable in principal and interest from the irrevocable pledge and dedication of the excess of annual revenues of the Calcasieu Parish School Board in the fiscal year beginning July 1, 2006 and ending June 30, 2007, and subsequent years above statutory, necessary and usual charges.  Until said Certificates herein authorized shall have been paid in full in principal and interest, the Issuer does hereby obligate itself to budget annually a sufficient sum of money to pay said Certificates and the interest thereon as they respectively mature, and to levy and collect taxes and other revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and the interest on all outstanding Certificates, after payment in such years of all statutory, necessary and usual charges.  It shall be specifically understood and agreed, however, and this provision shall be made a part of this contract, that after the funds have actually been set aside out of the revenues of any year sufficient to pay the principal of and the interest on said Certificates for that year and such funds have been deposited in a Sinking Fund, then any excess of annual revenues remaining in that year shall be free for expenditure by the Issuer for other lawful purposes.

 

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

 

            SECTION 11.  Application of Certificate Proceeds; 2006 Sam Houston High School Project Fund.  Neither the purchaser of the Certificates nor the holder of any of them shall in any way be responsible for the application of the proceeds of said Certificates by the Governing Authority or any of its officers.  The Executive Officers are hereby empowered, authorized and directed to do any and all things necessary and incidental to carry out all of the provisions of this Resolution.  The proceeds derived from the sale of the Certificates, other than accrued interest upon the Certificates to be deposited into the 2006 Excess Revenue Certificate Sinking Fund in accordance with the provisions of Section 15 hereof, shall be deposited into a fund separate and apart from the general funds of the Governing Authority, namely, the “2006 Sam Houston High School Project Fund” (the “2006 Sam Houston High School Project Fund”) hereby created, and disbursements shall be made from the 2006 Sam Houston High School Project Fund solely and only for the purposes for which the Certificates are being issued and for which the principal proceeds are hereby appropriated.

            Earnings, if any, upon the invested proceeds of the Certificates within the 2006 Sam Houston High School Project Fund shall be maintained within the 2006 Sam Houston High School Project Fund and utilized solely and only for (i) the purposes for which the Certificates are being issued and/or (ii) payment of any required rebate of excess arbitrage profits to the United States Treasury.

 

            SECTION 12.  Additional Certificates.  All of the Certificates of a series (including the Series 2006 Certificates) shall enjoy complete parity of lien on the excess revenues of the Issuer despite the fact that any of the Certificates may be delivered at an earlier or later date than any other of the Certificates.  The Issuer may issue other certificates or obligations payable from or enjoying a lien on its excess revenues on a parity with the Certificates.  It is specifically understood that after funds have been set aside out of the revenues of any year sufficient to pay the principal of and the interest on the Certificates for the then current year and such funds have been deposited in the 2006 Excess Revenue Certificate Sinking Fund, then any excess of annual revenues remaining in that year will be free for expenditure by the Issuer for any other lawful purpose.

 

            SECTION 13.  Payment of Certificates.  Pursuant to this Resolution there is irrevocably and irrepealably pledged and dedicated an amount sufficient for payment of the Certificates in principal and interest as they shall respectively become due and payable, after payment of all statutory, necessary and usual charges of the Issuer for the current year.

            SECTION 14.  Annual Budget.  Until said Certificates shall have been paid in full in both principal and interest, the Governing Authority of the Issuer shall prepare a budget at the beginning of each fiscal year and furnish a copy of such budget within thirty (30) days after its preparation to the Paying Agent/Registrar for the Certificates.

 

            SECTION 15.  Sinking Fund.  The Issuer covenants to duly and punctually pay or cause to be paid (but solely from the sources provided in the Resolution) the principal of every Certificate and the interest thereon, and premium, if any, on the dates and at the places and in the manner stated in the Certificates according to the true intent and meaning thereof.  In order that the said principal, interest and premium, if any, due upon the Certificates will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer hereby further covenants that it shall create and maintain a Sinking Fund to be designated the Calcasieu Parish School Board 2006 Excess Revenue Certificates of Indebtedness Sinking Fund (the “2006 Excess Revenue Certificate Sinking Fund”), to be held by the regularly designated fiscal agent of the Issuer, into which shall be deposited monies sufficient in amount to pay promptly and fully the principal of, interest on, and premium, if any, of the Certificates herein authorized, as they severally become due and payable.

            At least one (1) business day prior to any date on which the principal of or interest on any of the Certificates is due to be paid to the Owners thereof, the Issuer shall furnish to the Paying Agent/Registrar funds fully sufficient to pay promptly the principal and interest so falling due on such date.  Such funds shall be used by the Paying Agent/Registrar solely for the purpose of paying the principal of, premium, if any and interest on the Certificates in accordance with their terms and the provisions of this Resolution.   Monies held in the 2006 Excess Revenue Certificate Sinking Fund may be invested and reinvested upon the written direction of the Issuer in such investments which are authorized by the law of the State of Louisiana for municipal investments, provided, however, that such investments mature at such time or times which will not impede or interfere with the payments required to be made under and pursuant to this Resolution to the Paying Agent/Registrar for the Certificates.

 

            SECTION 16.  Surety Bond.  The Issuer does hereby find and determine that substantial benefits will accrue from issuance of a Surety Bond as additional security for payment of principal of and interest on the Certificates, in lieu of maintaining a debt service reserve fund for the Certificates.  The Executive Officers are hereby authorized to seek issuance of as Surety Bond upon terms and conditions most advantageous to the Issuer.  The premium for the Surety Bond shall be paid from the proceeds of the Certificates.

 

            SECTION 17.  Legality of Proceedings; Enforceability.  The Issuer covenants that it is duly authorized under all applicable laws to authorize and issue the Certificates and to adopt this Certificate Resolution and to pledge the excess of annual revenues of the Governing Authority above statutory, necessary and usual charges, to be pledged in the manner and to the extent provided in this Resolution.  The Certificates and the provisions of this Resolution are and will be the valid and legally enforceable special obligations of the Issuer in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally.  The Issuer shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the excess of annual revenues in the fiscal year beginning July 1, 2006 and ending June 30, 2007, and subsequent years above statutory, necessary and usual charges, and all the rights of the owners of the Certificates under this Resolution against all claims and demands of all persons whomsoever.  The Issuer has obligated itself and is bound under the terms and provisions of this Resolution to budget annually, until all of the Certificates have been retired as to both principal and interest, a sufficient sum of money to pay the Certificates and the interest thereon as they mature and come due, and to levy and collect taxes and other  revenues in each year, within the limits prescribed by law, sufficient to pay the principal of and the interest on its outstanding Certificates, after payment in such years of all statutory, necessary and usual charges.  Nothing contained in this Resolution, however, shall be construed to prevent the Issuer from altering, amending or repealing from time to time, as may be necessary, the resolutions and ordinances adopted by Governing Authority providing for the levying, imposition and collection of taxes, service charges and other revenues, said alterations, amendments or repeals to be conditioned upon the continued preservation of the rights of the Owners of the Certificates.  The obligation of the Governing Authority to continue to levy and collect taxes and other revenues and to apply the revenues there from in accordance with the provisions of this Resolution, shall be irrevocable until the Certificates have been paid in full as to both principal and interest, and shall not be subject to amendment in any manner which would impair the rights of the owners from time to time of the Certificates, or which would in any way jeopardize the prompt payment of principal thereof and interest thereon.

 

   SECTION 18.  Certificates Legal Obligations.  The Certificates shall constitute legal, binding and valid obligations of the Issuer, and shall be the only representations of the indebtedness as herein authorized and created.

 

   SECTION 19.  Resolution a Contract.  The provisions of this Resolution and the Certificates shall constitute a contract between the Issuer, or its successor, and the Owner or Owners from time to time of the Certificates and any such Owner or Owners may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by this Governing Authority or the Issuer as a result of issuing the Certificates.

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

 

   SECTION 20.  Recital of Regularity.  This Governing Authority having investigated the regularity of the proceedings had in connection with issuance of the Certificates herein authorized and having determined the same to be regular, the Certificates shall contain the following recital:

 

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

 

 

   SECTION 21.  Effect of Registration.  The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Certificate is registered as the Owner of such Certificate for the purpose of receiving payment of the principal (and redemption price) of and interest on such Certificate and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.

 

   SECTION 22.  Notices to Owners.  Wherever this Resolution provides for notice to Owners of Certificates of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class postage prepaid, to each Owner of such Certificates, at the address of such Owner as it appears in the Bond Register.  In any case where notice to Owners of Certificates is given by mail, neither the failure to mail such notice to any particular Owner of Certificates, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates.  Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner or Owners entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

 

   SECTION 23.  Cancellation of Certificates.  All Certificates surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already cancelled, shall be promptly cancelled by the Paying Agent.  The Issuer may at any time deliver to the Paying Agent for cancellation any Certificates previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent.  All cancelled Certificates held by the Paying Agent shall be disposed of as directed in writing by the Issuer.

   SECTION 24.  Mutilated, Destroyed, Lost or Stolen Certificates.  If (1) any mutilated Certificate is surrendered to the Paying Agent, or the Issuer and the Paying Agent receives evidence to its, satisfaction of the destruction, loss or theft of any Certificate, and (2) there is delivered to the Issuer, the Paying Agent and the Insurer such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent that such Certificate has been acquired by a bona fide purchaser, the Issuer shall, under the authority of Part XI of Chapter 4 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, execute, and upon its request the Paying Agent shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same maturity and of like tenor, interest rate and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Certificate has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Certificate, pay such Certificate.  Upon issuance of any new Certificate under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith.  Every new Certificate issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Certificate shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Certificate shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with all other outstanding Certificates.  Any additional procedures set forth in this Resolution, shall also be available with respect to mutilated, destroyed, lost or stolen Certificates.  The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates.

 

   SECTION 25.  Discharge of Resolution; Defeasance.  The Certificates or any part thereof, including interest and redemption premiums thereon, if any, may be refunded and the refunding certificates or bonds so issued shall enjoy complete equality of lien with the portion of the Certificates which is not refunded, if there be any, and the refunding certificates or bonds shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Certificates refunded.

   If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owners, the principal of and interest on the Certificates, and any amounts which may be then payable by the Issuer with respect to the Municipal Bond Insurance Policy to the Insurer, at the times and in the manner stipulated in this Resolution, then the pledge of the money, securities, and funds pledged under this Resolution and all covenants, agreements, and other obligations of the Issuer to the Owners of the Certificates and to the Insurer shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Resolution to the Issuer.

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

   No defeasance shall be effective unless the Insurer shall be provided with a copy of an independent certified public accountant’s verification as to the adequacy of the amounts so deposited to pay when due the principal and all accrued interest, together with an opinion of Bond Counsel, addressed to the Issuer, the Insurer and the Paying Agent, that the Certificates are no longer Outstanding under this Resolution and the laws of the State.  In connection with the defeasance of any of the Certificates, the escrow agreement shall provide that no substitution of any defeasance obligation shall be permitted except with other qualifying defeasance obligations and upon delivery of a new accountant’s verification and opinion of Bond Counsel.

   Notwithstanding the foregoing, amounts paid by the Insurer under the Municipal Bond Insurance Policy shall not be deemed to be paid or defeased and shall continue to be due and owing until paid by the Issuer in accordance with this Resolution.  All covenants, agreements and other obligations of the Issuer to the Certificate Owners shall continue to exist and shall run to the benefit of the Insurer, and the Insurer shall be subrogated to the rights of such Certificate Owners.

 

   SECTION 26.  Paying Agent; Paying Agent Agreement.  The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Certificates.  The designation of 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.  Every Paying Agent appointed hereunder shall at all times be a bank or trust company in good standing, located in the State, organized and doing business under the laws of the United States of America or of any state, authorized under such laws to serve as Paying Agent, and subject to supervision or examination by Federal or State authority.  The Executive Officers are hereby authorized and directed to execute an appropriate Agreement with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signatures of such officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.

   The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a resolution giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner and the Insurer.  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, (ii) have a combined capital, surplus and undivided profits of at least $30,000,000, or assets under management of at least $25,000,000, (iii) be subject to supervision or examination by Federal or state authority, and (iv) be acceptable to the Insurer.  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 Issuer and the Paying Agent.    Any successor Paying Agent, if applicable, shall not be appointed unless the Insurer approves such successor in writing.  Notwithstanding any other provision of this Resolution, in determining whether the rights of the Certificate Owners will be adversely affected by any action taken pursuant to the terms and provisions of this Resolution, the Paying Agent shall consider the effect on the Certificate Owners as if there were no Municipal Bond Insurance Policy.

 

   SECTION 27.  Non-Arbitrage Representations, Warranties and Covenants.  The Governing Authority of the Issuer certifies and covenants that so long as the Certificates remain outstanding, moneys on deposit in any fund in connection with the Certificates, whether or not such moneys were derived from the proceeds of the sale of the Certificates or from any other sources, will not be used in a manner which will cause such Certificates to be “arbitrage bonds” within the meaning of Section 148 of the Code or ruling or regulations promulgated there under.

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

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

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

   (1)        there are no moneys, funds or accounts other than those described in Section 15 hereof that the Issuer expects to be available to pay debt service on the Certificates;

 

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

 

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

   (4)        the Issuer expects that 100% of the net proceeds of the Certificates, including any reasonably required retainage (not exceeding 5% of the net proceeds of the issue) will be expended on or before October 1, 2008 for the purpose of paying the cost of acquisition of the Project, said date being within three years following the date of issue of the Certificates;

 

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

 

   (6)        the Project has not been and is not expected to be sold or otherwise disposed of in whole or in part prior to the last maturity of the Certificates;

 

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

 

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

 

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

 

   SECTION 28.  Printing and Delivery of Certificates.   The Executive Officers of the Issuer are hereby empowered, authorized and directed to cause the necessary Certificates to be printed or lithographed, and they are hereby further empowered, authorized and directed to sign, execute and seal all of the Certificates as herein provided and cause the same to be registered with the Secretary of State, all in accordance with the provisions of law and this Resolution.