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The following resolution was offered

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The following resolution was offered by Curtis Dowling and seconded by Joe Mitcham:
Resolution
A resolution providing for the incurring of debt and issuance of Three Million One Hundred Fifty Thousand Dollars ($3,150,000) of Revenue Bonds (Taxable QSCB), Series 2011, of ?the Parish School Board of the Parish of Lincoln, State of Louisiana, to be designated as Qualified School Construction Bonds; prescribing the form, terms and conditions of such Bonds and providing for the payment thereof; and providing for other matters in connection therewith. WHEREAS, the Parish School Board of the Parish of Lincoln, State of Louisiana (the “Issuer”) is authorized by the Louisiana State Constitution to levy a special tax of four and twenty-three hundredths (4.23) mills (such rate being subject to adjustment from time to time due to reassessment) in each year (the “Tax”); and WHEREAS, the Issuer has no outstanding indebtedness of any kind payable from a pledge or dedication of the avails or proceeds of the Tax, EXCEPT for $5,087,000 Revenue Bonds (Taxable QSCB), Series 2009 (the “Outstanding Parity Bonds”); and WHEREAS, Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended authorizes the Issuer to make and enter into contracts dedicating the pledge and dedication of the funds to be derived by the Issuer from the Tax; and WHEREAS, the Issuer, on January 4, 2011, gave its preliminary approval to the issuance of the hereinafter defined Bonds; and WHEREAS, the Issuer now desires to incur debt and issue Three Million One Hundred Fifty Thousand Dollars ($3,150,000) of its Revenue Bonds (Taxable QSCB), Series 2011 (the “Bonds”), in the manner authorized and provided by the aforesaid sections of the Louisiana Revised Statutes of 1950, as amended, as hereinafter provided, for the purpose of construction, rehabilitation or repair of public school facilities, including equipping of school facilities improved with Bond proceeds, and paying the costs of issuance of the Bonds; and WHEREAS, an offer to purchase the Bonds has been submitted by Community Trust Bank (the “Purchaser”), and the Issuer desires to accept the terms of said offer and provide for the sale of the Bonds to the Purchaser at the price and in the manner hereinafter provided; and WHEREAS, it is the desire of the Issuer to fix the details necessary with respect to the issuance of the Bonds and to provide for the authorization and issuance thereof; and WHEREAS, it is the further desire of the Issuer to provide for the sale of the Bonds to the Purchaser at the price and in the manner hereinafter provided; and WHEREAS, the Issuer further desires to qualify said Bonds under Section 54F of the Internal Revenue Code of 1986, as amended, as Qualified School Construction Bonds; and WHEREAS, the Department of Education (hereinafter defined) has reserved for the Issuer an allocation of $10,000,000 of the national qualified school construction bond limitation for calender year 2010 pursuant to the QSCB Regulations and the policies and procedures of the Department of Education, as shown in Exhibit “B” attached hereto (herein defined);
NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of the Parish of Lincoln, State of Louisiana, acting as the governing authority of the Parish of Lincoln, State of Louisiana, for school purposes, that:
1.SECTION Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires:
“Act” means Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.
“Additional Parity Obligations” means any additional pari passu bonds which may hereafter be issued, pursuant to Section 8 hereof, on a parity with the Bonds.
“Agreement” means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Resolution.
“Bonds” means the Issuer's Revenue Bonds (Taxable QSCB), Series 2011, authorized by this Resolution in the total aggregate principal amount of Three Million One Hundred Fifty Thousand Dollars ($3,150,000), whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any bond previously issued.
“Bond Register” means the records kept by the Paying Agent at its principal corporate office in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.
“Bond Year” means the one-year period ending on each Principal Account Deposit Date, provided that the initial bond year may be a period shorter than one year.
“Cash” means cash and cash equivalents.
“Code” means the Internal Revenue Code of 1986, as amended.
“Commitment Letter” means the offer to purchase by the Purchaser attached hereto as Exhibit A.
“Coupon Rate” means seventy-nine hundredths of one percent per annum (0.79%).
“Credit Allowance Date” means with respect to the Bonds, each March 15, June 15, September 15 and December 15 on which any portion of the principal amount of the Bonds remains unpaid, and includes the last day on which the Bonds are outstanding.
“Credit Rate” means five and thirty-eight hundredths percent (5.38%) the rate designated by the Secretary of the United States Treasury on April 5, 2011 the date of the Issuer’s acceptance of the Commitment Letter of the Purchaser, which Commitment Letter is a binding, written contract for the sale or exchange of the Bonds.
“Date of Issuance” means the date the Issuer receives payment for the Bonds, which is anticipated to be May 4, 2011.
“Event of Default” means the occurrence of any of the following events unless waived in writing by the Owners:
1. a failure to pay the principal of or interest or premium, if any, on any Bond when the same shall become due and payable whether at maturity, upon redemption, or otherwise and such failure continues for two (2) days after the Issuer’s receipt of written notice from the Owner or the Paying Agent;
2. a failure of the Issuer to make the Principal Account Deposit Requirement on any Principal Account Deposit Date and such failure continues for two (2) days after the Issuer’s receipt of written notice from the Owner or the Paying Agent;
3. a failure of the Issuer to pay any other amount payable hereunder or with respect to any Bond (other than those specified in (1) and (2) above) when the same shall become due and payable and such failure continues for seven (7) days after the Issuer’s receipt of written notice from the Owner or the Paying Agent;
4. an Event of Insolvency shall occur with respect to the Issuer;
5. a failure by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in this Resolution or in the Bonds, and such failure continues for thirty (30) days after the Issuer’s receipt of written notice from the Owner or the Paying Agent unless the Issuer has instituted corrective actions satisfactory to the Owners within such 30-day period and diligently pursues such actions until such default is remedied.
“Event of Insolvency” means, with respect to the Issuer, the occurrence of one or more of the following events:
1. the issuance, under the laws of any state or under the laws of the United States of America, of an order of rehabilitation, liquidation or dissolution of the Issuer;
2. the commencement by or against the Issuer of a case or other proceeding seeking liquidation, reorganization or other relief with respect to the Issuer or its debts under any bankruptcy, insolvency or other similar state or federal law now or hereafter in effect, including, without limitation, the appointment of a trustee, receiver, liquidator, custodian or other similar official for the Issuer or there shall be appointed or designated with respect to it, an entity such as an organization, board, commission, authority, agency or body to monitor, review, oversee, recommend or declare a financial emergency or similar state of financial distress with respect to it or there shall be declared or introduced or proposed for consideration by it or by any legislative or regulatory body with competent jurisdiction over it, the existence of a state of financial emergency or similar state of financial distress in respect of it;
3. the inability or failure of the Issuer to generally pay its debts as they become due;
4. the declaration of a moratorium with respect to the payment of the debts of the Issuer;
5. an authorized Executive Officer of the Issuer shall admit in writing its inability to pay its debts when due; or
6. the initiation of any action in furtherance of or to authorize any of the foregoing by or on behalf of the Issuer.
“Executive Officers” means, collec?tively, the President and the Secretary of the Issuer.
“Final Maturity Date” means May 1, 2026.
“Fiscal Year” means the one-year accounting period beginning July 1 of each year, or such other period as may be designated by the Governing Authority as the fiscal year of the Issuer.
“Governing Authority” means the Parish School Board of the Parish of Lincoln, State of Louisiana, and any successor thereto.
“Government Securities” means noncallable direct general obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America, which may be United States Treasury Obligations such as the State and Local Government Series or which may consist of specified portions of interest thereon, such as those securities commonly known as CATS, TIGRS, and STRPS, and may be in book-entry form; provided, however, that no Government Security shall mature or be payable (in whole or in part) after the Final Maturity Date.
“Interest Payment Date” means May 1 and November 1 if each year which the Bonds, or any portion thereof are Outstanding, beginning November 1, 2011. Interest will accrue on a 30/360 day basis.
“Issuer” means the Parish School Board of the Parish of Lincoln, State of Louisiana.
“Maximum Annual Debt Service” means the highest amount of principal and interest due on an obligation in any Fiscal Year, provided that if there is outstanding any balloon indebtedness subject to mandatory sinking fund payments or redemptions, such balloon indebtedness shall be calculated as amortizing on the dates and in the amounts such mandatory sinking fund payments or redemptions are required rather than on the date such indebtedness matures; and further provided that if any interest payments due on any indebtedness are to be subsidized by payments paid or to be paid by the United State Department of the Treasure, the amount of such interest payments shall be reduced by an amount equal to the payments paid or to be paid during such period by the United State Department of the Treasury that are pledged as security for such indebtedness.
“Outstanding” when used with respect to the Bonds means, as of the date of determination, any Bond theretofore issued and delivered under this Resolution, except:
1. Any Bond theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancella?tion;
2. Any Bond for which payment or redemption sufficient funds have been theretofore deposited in trust for the owners of such Bond with the effect specified in this Resolution or by law, provided that if such Bond is to be redeemed prior to maturity, irrevocable notice of such redemption has been duly given or provided for pursuant to this Resolution or waived;
3. Any Bond in exchange for or in lieu of which another Bond has been registered and delivered pursuant to this Resolution; and
4. Any Bond alleged to have been mutilated, destroyed, lost or stolen which may have been paid as provided in this Resolution or by law.
“Outstanding Parity Bonds” shall mean the Issuer’s $5,087,000 Revenue Bonds (Taxable QSCB), Series 2009.
“Owner” when used with respect to any Bond means the Person or Persons constituting a taxpayer in whose name(s) such Bond is registered in the Bond Register.
“Paying Agent” means Argent Trust, a division of National Independent Trust Company, in the City of Ruston, Louisiana, until a successor Paying Agent shall have been ap?pointed 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.
“Principal Account Deposit Date” means May 1st of each year, beginning May 1, 2012 and ending on the final Maturity Date.
“Principal Account Deposit Requirement” means on each Principal Account Deposit Date, a cash deposit, together with any amounts then held in the Principal Account of the Sinking Fund, in an amount sufficient to meet the Required Principal Account Value for such Principal Account Deposit Date.
“Principal Amount” means $3,150,000, less any amount redeemed as a result of mandatory redemption required pursuant to Section 3(a) of this Resolution.
“Purchaser” means Community Trust Bank, Ruston, Louisiana.
“Qualified Purposes” means construction, rehabilitation and repair of public school facilities within the jurisdiction of the Issuer, including equipping of school facilities improved with Bond proceeds.
“QSCB Code Provision” means Section 54F of the Code and the applicable portions of Section 54A of the Code.
“QSCB Disqualification Event” has the meaning given it in Section 3 of this Resolution.
“QSCB Regulations” means, collectively, IRS Notice 2009-35 and IRS Notice 2010-17.
“Required Principal Account Value” means for each Principal Account Deposit Date the corresponding value required as set forth in Section 9 of this Resolution.
“Resolution” means this resolution authorizing the issuance of the Bonds, as it may be supplemented and amended.
“School Board” means the Lincoln Parish School Board as governing authority of the School System.
“School System” means the Lincoln Parish School Board System.
“Sinking Fund” means the “Parish School Board of the Parish of Lincoln, State of Louisiana, Revenue Bonds (Taxable QSCB), Series 2011, Sinking Fund” established pursuant to Section 9 herein.
“State” means the State of Louisiana.
“Superintendent” and “Secretary” mean the Superintendent of the School Board.
“Tax” means the special ad valorem tax of four and twenty-three hundredths (4.23) mills (such rate being subject to adjustment from time to time due to reassessment), and authorized by Article VIII, §13(C) First of the Louisiana State Constitution of 1974 to be levied and collected annually by the Issuer in each year.
2.SECTION Authorization of Bond; Maturity(a). In compliance with the terms and provisions of the Act, the QSCB Code Provision, the QSCB Regulations, other constitutional and statutory authority, and the policies and procedures of the Department of Education, there is hereby authorized the incurring of indebtedness of Three Million One Hundred Fifty Thousand Dollars? ($3,150,000) for, on behalf of, and in the name of the Issuer, for the purpose of construction, rehabilitation or repair of public schools facilities, including equipping of school facilities improved with Bond proceeds, and paying the costs of issuance thereof. Costs of issuance shall not exceed two percent (2.00%) of the proceeds of the Bonds. To represent said indebtedness, this Governing Authority does hereby authorize the issuance of Revenue Bonds (Taxable QSCB), Series 2011, of the Issuer, in the amount of Three Million One Hundred Fifty Thousand Dollars ($3,150,000). Any Bond issued hereby shall be in the form of a fully registered bond, shall be dated the Date of Issuance, and shall be numbered R-1. The Bonds shall bear interest from the date thereof or from the most recent Interest Payment Date to which interest has been paid or duly provided for, at the Coupon Rate, payable on each Interest Payment Date, commencing November 1, 2011. Subject to the provisions of Section 3, the Bonds shall become due and payable and mature on the Final Maturity Date.
(b)Payment of Bonds. The principal of the Bonds upon maturity or redemption shall be payable by check of the Paying Agent mailed or delivered by the Paying Agent to the Owner thereof (determined as of the close of business on the day before the Final Maturity Date) at the address shown on the Bond Register upon presentation and surrender of the Bonds at the principal corporate trust office of the Paying Agent. Any Bond delivered under this Resolution upon transfer of, in exchange for or in lieu of any other Bond shall carry all the rights which were carried by such other Bond.
No Bond shall be entitled to any right or benefit under this Resolution, or be valid or obligatory for any purpose, unless there appears on such Bond a certificate of registration, substantially in the form provided in this Resolution, executed by the Paying Agent by manual signature.
The Bonds are hereby issued on a parity with the Outstanding Parity Bonds with respect to the avails or proceeds of the Tax, and the Bonds shall rank equally with and enjoy complete parity of lien with the Outstanding Parity Bonds on the avails or proceeds of the Tax in each of the fiscal years during which the Bonds and the Outstanding Parity Bonds are outstanding. It is certified that the Issuer has complied with, or will comply with prior to the issuance of the Bonds, all the terms and conditions for the issuance of Additional Parity Obligations set forth in the resolution authorizing the issuance of the Outstanding Parity Bonds.
(c) Designation as Qualified School Construction Bond. In accordance with the QSCB Code Provision, the Issuer hereby designates the Bonds as Qualified School Construction Bonds.
3.SECTION Redemption Provisions. The Bonds are not subject to redemption by the Issuer prior to their stated maturity or prepayment except as specified in this section as follows:
(a) To the extent that less than 100% of the “available project proceeds” of the Bonds (as defined in the QSCB Regulations) are expended for Qualified Purposes by the close of the 3-year period beginning on the Date of Issuance (or if an extension of such expenditure period has been received by the Issuer from the Secretary of the United States Treasury Department, by the close of the extended period), the Issuer shall redeem all of the non-qualified Bonds (as described in the QSCB Regulations) within 90 days after the end of such period at a redemption price equal to principal amount of the Bonds to be redeemed plus accrued and unpaid interest to the redemption date on the Bonds to be redeemed. The Issuer shall pay any redemption price in excess of the aggregate principal amount of the non-qualified bonds to be redeemed from sources other than any proceeds of the Bonds. A partial redemption of the Bonds as described in this paragraph shall reduce the annual Principal Account Deposit Requirement payments (described in Section 9 hereof) on a pro-rata basis; and
(b) The Issuer may elect to redeem the Bonds in whole but not in part prior to maturity at its option upon a final, non-appealable determination by the Internal Revenue Service or a court of competent jurisdiction over the matter that the bond does not qualify as a “qualified school construction bond” pursuant to Section 54F of the Code “qualified school construction bonds” (a “QSCB Disqualification Event”).
Official notice of such call for redemption of the Bonds, or any portion thereof, shall be given by the Paying Agent by means of first class mail, postage prepaid, by notice deposited in the United States mails not less than twenty (20) days prior to the redemption date addressed to the Owner of the Bonds to be redeemed at his address as shown on the Bond Register.
In the event the Bonds, or any portion thereof, are redeemed prior to the Final Maturity Date pursuant to this Section, the Issuer will pay to the Owner thereof the portion of the Principal Amount being redeemed that is held by such Owner, plus a “make-whole” amount to compensate the Owner for any reasonable losses or breakage fees related to such Owner’s cost of funds or other costs (including reasonable attorneys fees) to the extent allowed by applicable law incurred by the Owner as a result of such redemption. Further, in the event of a QSCB Disqualification Event, the Issuer shall make, and so long as the Bonds remain outstanding continue to make, to the Owner on each Principal Account Deposit Date, additional payments to the Owner in an amount sufficient, after taking into consideration all penalties, fines, interest and additions to federal income tax (including lost tax credits) that are imposed on the Owner, to maintain the same after-tax yield that the Owner would have realized had such loss or reduction of tax credits not occurred.
4.SECTION Registration and Transfer. The Issuer shall cause the Bond Register to be kept by the Paying Agent. The Bonds may be transferred, registered and assigned only on the Bond Register, and such registration shall be at the expense of the Issuer. A Bond may be assigned by the execution of an assignment form on the Bonds ?or by other instruments of transfer and assignment acceptable to the Paying Agent. A new Bond or Bonds will be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Bonds after receipt of the Bonds ?to be transferred in proper form. Such new Bond or Bonds shall be of the same maturity.
5.SECTION Form of Bonds. The Bonds and the endorsements to appear thereon shall be in substantially the following forms, respectively, to-wit:
No. R -1 Principal Amount $3,150,000
UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF LINCOLN
REVENUE BOND
(TAXABLE QSCB), SERIES 2011
PARISH SCHOOL BOARD OF THE PARISH OF LINCOLN, STATE OF LOUISIANA
Bond Date
May 4, 2011
Maturity Date
May 1, 2026
Date of Issuance
May 4, 2011
Credit Rate 5.38%
Coupon Rate 0.79%
The Parish School Board of the Parish of Lincoln, State of Louisiana (the “Issuer”), promises to pay, but solely from the source and as hereinafter provided, to:
COMMUNITY TRUST BANK or registered assigns, the Principal Amount set forth above on the Maturity Date set forth above, together with interest thereon from the Bond Date set forth above or the most recent interest payment date to which interest has been paid or duly provided for, at the Interest Rate per annum set forth above, payable May 1 and November 1 of each year and on the Maturity Date, commencing November 1, 2011, and the last day this Bond is outstanding (each an "Interest Payment Date"). Interest will accrue on a 30/360 day basis. The principal of this Bond, upon maturity or redemption, is payable in lawful money of the United States of America at the principal office of Argent Trust, a division of National Independent Trust Company, in the City of Ruston, Louisiana, or successor thereto (the “Paying Agent”), upon presentation and surrender hereof.
THIS BOND CONSTITUTES A QUALIFIED SCHOOL CONSTRUCTION BOND WITHIN THE MEANING OF SECTIONS 54A AND 54F OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”). SUBJECT TO SECTION 54A(c), A TAXPAYER IS ENTITLED TO A TAX CREDIT AGAINST FEDERAL INCOME TAX (INCLUDING ALTERNATIVE MINIMUM TAX) IMPOSED ON SUCH TAXPAYER. THE TAX CREDIT UNDER SAID SECTIONS 54A AND 54F IS EQUAL TO 25% OF THE CREDIT RATE SPECIFIED HEREON MULTIPLIED BY THE PRINCIPAL AMOUNT OF THE BONDS HELD BY A TAXPAYER ON THE CREDIT ALLOWANCE DATE; PROVIDED, HOWEVER, THAT THE AMOUNT OF THE TAX CREDIT ALLOWED TO A TAXPAYER ON THE FIRST CREDIT ALLOWANCE DATE FOLLOWING THE ISSUANCE OF THIS BOND OR ON THE REDEMPTION OR MATURITY OF THIS BOND SHALL BE PRORATED AS PROVIDED IN SECTION 54A(b)(4) OF THE CODE.
“CREDIT ALLOWANCE DATE” AS USED HEREIN SHALL MEAN EACH MARCH 15, JUNE 15, SEPTEMBER 15 AND DECEMBER 15 ON WHICH THIS BOND IS OUTSTANDING. SUCH TERM SHALL ALSO INCLUDE THE LAST DAY ON WHICH THIS BOND IS OUTSTANDING.
This Bond represents the entire principal amount of an authorized issue aggregating in principal the sum of Three Million One Hundred Fifty Thousand Dollars ($3,150,000) of Revenue Bonds (Taxable QSCB), Series 2011 (the “Bonds”), of the Issuer, said Bonds having been issued by the Issuer pursuant to a resolution adopted on April 5, 2011 (the “Resolution”), for the purpose of construction, rehabilitation or repair of public school facilities within the jurisdiction of the Issuer, including equipping of school facilities improved with Bond proceeds, and paying the costs of issuance thereof, under the authority conferred by Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority.
This Bond is not subject to redemption by the Issuer prior to its stated Maturity Date except: (a) to the extent that less than 100% of the available project proceeds(as defined in the QSCB Regulations) of this Bond is expended for Qualified Purposes by the close of the 3-year period beginning on the date of this Bond (or if an extension of such expenditure period has been received by the Issuer from the Secretary of the United States Treasury Department, by the close of the extended period) the Issuer shall redeem all of the non-qualified Bonds within 90 days after the end of such period; and (b) the Issuer may elect to redeem this Bond in whole but not in part prior to maturity at its option upon a final, non-appealable determination by the Internal Revenue Service or a court of competent jurisdiction over the matter that the bond does not qualify as a “qualified school construction bond” pursuant to Section 54F of the Code “qualified school construction bonds” (a “QSCB Disqualification Event”).
Official notice of such call for redemption of this Bond, or any portion thereof, shall be given by the Paying Agent by means of first class mail, postage prepaid, by notice deposited in the United States mails not less than twenty (20) days prior to the redemption date addressed to the Owner of this Bond at his address as shown on the Bond Register.
In the event the Bonds, or any portion thereof, are redeemed prior to the Final Maturity Date pursuant to this Section, the Issuer will pay to the Owner thereof the portion of the Principal Amount being redeemed that is held by such Owner, plus a “make-whole” amount to compensate the Owner for any reasonable losses or breakage fees related to such Owner’s cost of funds or other costs (including reasonable attorneys fees) to the extent allowed by applicable law incurred by the Owner as a result of such redemption. Further, in the event of a QSCB Disqualification Event, the Issuer shall make, and so long as the Bonds remain outstanding continue to make, to the Owner on each Principal Account Deposit Date, additional payments to the Owner in an amount sufficient, after taking into consideration all penalties, fines, interest and additions to federal income tax (including lost tax credits) that are imposed on the Owner, to maintain the same after-tax yield that the Owner would have realized had such loss or reduction of tax credits not occurred.
The Issuer shall cause to be kept at the principal corporate office of the Paying Agent a register (the “Bond Register”) in which registration of the Bonds and of transfers of the Bonds shall be made as provided in the Resolution. This Bond may be transferred, registered and assigned only on the Bond Register, and such registration shall be at the expense of the Issuer. This Bond may be assigned by the execution of the assignment form hereon or by other instrument of transfer and assignment acceptable to the Paying Agent. A new Bond will be delivered by the Paying Agent to the last assignee (the new registered owner) in exchange for this transerred and assigned Bond after receipt of this Bond to be transferred in proper form.
This Bond is issued on a parity with the Issuer’s outstanding $5,087,000 Revenue Bonds (Taxable QSCB), Series 2009 (the “Outstanding Parity Bonds”) with respect to the avails or proceeds of the Tax. It is certified that the Issuer, in issuing this Bond and the issue of which it forms a part, has complied with all the terms and conditions set forth in the resolution authorizing the issuance of the Outstanding Parity Bonds.
This Bond, along any amount owed thereon, equally with the Outstanding Parity Bonds, is secured by and payable from an irrevocable pledge and dedication of the funds to be derived by the Issuer from the levy and collection of a special tax of four and twenty-three hundredths (4.23) mills (such rate being subject to adjustment from time to time due to reassessment), which the Issuer is authorized to impose and collect in each year, pursuant to Article VIII, Section 13(C) First of the Louisiana State Constitution of 1974, as amended (the “Tax”). Said special Tax has been authorized to be levied on all the property subject to taxation within the corporate boundaries of the Issuer. For a more complete statement of the tax revenues from which and conditions under which this Bond is issued, reference is hereby made to the Resolution. The Issuer, in the Resolution, has also entered into certain other covenants and agreements with the registered owner of this Bond, including provisions for the issuance of additional bonds payable from the proceeds of the Tax on a parity with this Bond for the terms of which reference is made to the Resolution.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of registration hereon shall have been signed by the Paying Agent.
It is certified that this Bond is authorized by and issued in conformity with the requirements of the Constitution and statutes of this State. 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 to constitute the same legal, binding and valid obligations 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 the limitations prescribed by the Constitution and statutes of the State of Louisiana.
Any capitalized terms in this Bond which are not defined herein shall have the meaning assigned to such terms of the Resolution.
IN WITNESS WHEREOF, the Issuer, acting through the Parish School Board of the Parish of Lincoln, State of Louisiana, as its governing authority, has caused this Bond to be executed on behalf of the Issuer by the manual or facsimile signatures of the President and Secretary of the Governing Authority, and its corporate seal to be impressed or imprinted hereon.
PARISH SCHOOL BOARD OF THE PARISH OF LINCOLN, STATE OF LOUISIANA
(Manual or facsimile) (Manual or facsimile)
Secretary, Parish School Board
President, Parish School Board
(SEAL) (FORM OF PAYING AGENT'S CERTIFICATE OF REGISTRATION)
This Bond represents the entire issue of Bonds referred to in the within-mentioned Resolution.
Argent Trust, a division of National Independent Trust Company
Ruston, Louisiana, as Paying Agent
Date of Registration:  ________By: Authorized Officer
(FORM OF ASSIGNMENT) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto Please Insert Social Security or other Identifying Number of Assignee 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.
6.SECTION Execution of Bonds. The Bonds shall be signed by the Executive Officers for, on behalf of, in the name of and under the corporate seal of the Issuer, which signatures and corporate seal may be either manual or facsimile.
7.SECTION Payment of Bonds. The Bonds and any amounts owed thereon, equally with the Outstanding Parity Bonds, shall be secured by and payable solely from an irrevocable pledge and dedication of the avails or proceeds of the Tax. This Governing Authority does hereby obligate itself and its successors in office to impose and collect the Tax annually in each year, and does hereby irrevocably and irrepealably dedicate, appropriate and pledge the annual income to be derived from the assessment, levy and collection of the Tax in each year to the payment of the Bonds. The Issuer further covenants that it shall not lower the Tax rate to result in lower Tax revenues than were collected in the fiscal year prior to the proposed adjustment unless it shall deliver to the Owner, at least thirty (30) days prior to the date of any proposed adjustment, written evidence satisfactory to the Owner showing that the lower Tax revenues will be not less than 1.35 times the combined Maximum Annual Debt Service requirements for the Bonds, the Outstanding Parity Bonds and any Additional Parity Obligations.
8.SECTION Parity Bonds. The Issuer shall issue no other bonds or obligations of any kind or nature payable from or enjoying a lien on the revenues of the Tax having priority over or parity with the Bonds, except that additional bonds may hereafter be issued on a parity with the Bonds under the following conditions:
(2)The Bonds herein authorized or any bonds issued on a parity therewith or any part thereof, including the interest 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; provided, however, that if only a portion of the bonds outstanding is so refunded and the refunding bonds require total principal and interest payments during any year in excess of the principal and interest which would have been required in such year to pay the bonds refunded thereby, then such bonds may not be refunded without the consent of the owner of the unrefunded portion of the bonds issued hereunder (provided such consent shall not be required if such refunding bonds meet the requirements set forth in clause 2 of this Section).
(3)Additional bonds may be issued on and enjoy a full and complete parity with the Bonds with respect to the revenues of the Tax, provided that the anticipated Tax revenues in the year in which the additional bonds are to be issued, as reflected in the budget adopted by the Issuer, must be at least 1.35 times the combined principal and interest requirements and Principal Account Deposit Requirements for any calendar year on the Bonds, the Outstanding Parity Bonds and the said additional bonds.
(4)Junior and subordinate bonds may be issued without restriction.
(5)The Issuer must be in full compliance with all covenants and undertakings in connection with the Bonds, and there must be no delinquencies in payments required to be made in connection therewith.
In addition to the foregoing, while the Bonds are still Outstanding, the Issuer shall not be permitted to issue Additional Parity Obligations unless it shall deliver to the Owner of the Bonds, at least thirty (30) days prior to the date of any proposed issuance of Additional Parity Obligations, written evidence satisfactory to such Owner showing that the Tax revenues in the most recently completed fiscal year would have been sufficient to produce revenues in an amount equal to 1.35 times the combined Maximum Annual Debt Service of the Bonds and all outstanding Additional Parity Obligations, including the proposed Additional Parity Obligations.
9.SECTION Sinking Fund. For the payment of the principal of the Bonds, there shall be established and maintained a special fund known as “Parish School Board of the Parish of Lincoln, State of Louisiana, Revenue Bonds (Taxable QSCB), Series 2011, Sinking Fund,” said Sinking Fund to be established and maintained with the Paying Agent or its designee. The Sinking Fund shall consist of a principal account established for the purpose of paying the principal falling due on the final maturity date and an interest account established for the purpose of paying the interest falling due on each Interest Payment Date. The Sinking Fund shall be maintained separate from any sinking fund established and maintained in connection with any other bonds of the Issuer, including but not limited to the Outstanding Parity Bonds.
Not less than fifteen (15) days before each Principal Account Deposit Date, the Paying Agent shall provide to the Issuer a selection of Government Securities that, either alone or in combination with other Government Securities, satisfies the Principal Account Deposit Requirement. Not less than ten (10) days before each Principal Account Deposit Date, an Executive Officer of the Issuer shall select the Government Security or Securities from the list provided by the Paying Agent to satisfy the Principal Account Deposit Requirement. Not less than one (1) day before each Principal Account Deposit Date, the Issuer shall deposit in the Principal Account an amount fully sufficient to satisfy the Principal Account Deposit Requirement falling due on such Principal Account Deposit Date; provided, however, that on the last Principal Account Deposit Date before the Final Maturity Date, the Issuer shall instead be required to deposit the difference between the amount then held in the Principal Account and the Principal Amount of the Bonds. On each Principal Account Deposit Date, the Paying Agent shall use the amount deposited by the Issuer in the Principal Account to purchase the Government Securities selected from the list provided by the Paying Agent by an Executive Officer of the Issuer or his or her designee. If no Government Securities are available or may be purchased on a Principal Account Deposit Date to satisfy the relevant Principal Account Deposit Requirement, the Paying Agent shall retain the amount deposited in the Principal Account as Cash until such Government Securities are available, at which time the Paying Agent shall comply with the terms of this paragraph.
It is further provided by the Issuer that the sum of all Cash and investments held in the Principal Account shall equal, as close as is reasonably possible, but in no event shall exceed, the Required Principal Account Value set forth below on the relevant Principal Account Deposit Date:

INSERT CHART 1

For purposes of determining compliance with the Required Principal Account Value, the “value” of any Cash or Government Securities held in the Sinking Fund shall be determined as follows:
(a) For Cash - the amount of such Cash; and
(b) For Government Securities - the par value of such security plus accrued but unpaid interest on such security.
It is expressly provided that (1) the Issuer shall endeavor to purchase State and Local Government Series securities unless a prevailing reason exists at the time of purchase to do otherwise, (2) absent further guidance from the Internal Revenue Service to the contrary, the Issuer shall make all reasonable efforts to ensure that the yield on the Sinking Fund for purposes of the QSCB Code Provisions and QSCB Regulations does not exceed 4.68% (which equals the Permitted Sinking Fund Yield in effect on the date of the Issuer’s acceptance of the Commitment Letter), and (3) nothing contained herein shall prohibit the Paying Agent from acting through a designee to satisfy its obligations imposed pursuant to this Section. The Issuer shall further transfer to the Paying Agent for deposit in the interest account on or before each Interest Payment Date the amount necessary to pay the interest due on such Interest Payment Date. The Issuer shall further transfer to the Paying Agent on or before the redemption date or the Credit Allowance Date, as applicable.
It shall be specifically understood and agreed, however, and this provision shall be a part of this contract, that after the funds have been budgeted out of the revenues of the Tax for any year sufficient to pay the principal and interest on the Bonds and the Outstanding Parity Bonds herein authorized for that year, and all required amounts for that year have been deposited in the aforesaid sinking funds established for the Bonds and the Outstanding Parity Bonds, then any annual revenues of the Tax remaining in that year shall be free for expenditure by the Issuer for the purposes for which the Tax was authorized.
All Cash and investments held in the Sinking Fund under the terms of this Resolution shall constitute sacred funds for the benefit of the Owners of the Bonds, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of deposits of public funds. Neither the cash nor Government Securities nor the principal or interest payments on any such Government Securities shall be withdrawn or used for any purpose other than the purchase of additional Government Securities or the payment of the Principal Amount of the Bonds at the Final Maturity Date. The Purchaser is hereby granted an express lien on all moneys deposited and Government Securities held in the Sinking Fund.
Subject to the provisions of this Section, all of the Cash in the Sinking Fund shall be invested unless available to be used pursuant to the terms of this Resolution within five (5) business days. All investments shall be made in accordance with the provisions of the laws of the State of Louisiana.
10.SECTION Annual Financial Statements. While any portion of the Bonds is Outstanding, the Issuer shall make available to the Owner its annual audited financial statements no later than 180 days after the applicable fiscal year-end of the Issuer.
11.SECTION Comprehensive Budget. While any portion of the Bonds is Outstanding, the Issuer shall prepare and adopt a budget at the beginning of each fiscal year and shall furnish to the Owner a copy of such budget not later than 90 days after its adoption.
12.SECTION Application of Proceeds. 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, to cause the Bonds to be prepared or printed, to issue, execute and seal the Bonds, and to effect delivery thereof as hereinafter provided. The proceeds derived from the sale of the Bonds shall be deposited by the Issuer with its fiscal agent bank or banks to be used only for the Qualified Purposes for which the Bonds are issued and paying costs of issuance of the Bonds. The Issuer covenants that pursuant to Section 54A of the Code 100% of the “available project proceeds” will be spent within three years of the date of issuance of the Bonds.
13.SECTION Bonds Legal Obligations. The Bonds shall constitute legal, binding and valid obligations of the Issuer, and shall be the only representation of the indebtedness herein authorized and created.
14.SECTION Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer, or its successor, and the Owners from time to time of the Bonds and any such Owner 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 the Governing Authority or the Issuer as a result of issuing the Bonds.
15.SECTION Amendment to Resolution. No material modification or amendment of this Resolution, or of any resolution and/or ordinance amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owners of the Bonds.
16.SECTION Recital of Regularity. This Governing Authority having investigated the regularity of the proceedings had in connection with the Bonds herein authorized and having determined the same to be regular, the Bonds shall contain the following recital, to-wit:
“It is certified that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of this State.”
17.SECTION Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name the Bonds is registered as the Owner of such Bond for the purpose of receiving payment of the principal (and redemption price) of such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.
18.SECTION Notices to Owner. Wherever this Resolution provides for notice to the Owner of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Owner at the address of such Owner as it appears in the Bond Register. Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner 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 the Owner shall be filed with the Paying Agent and the Issuer, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
19.SECTION Cancellation of Bonds. Any Bond surrendered for payment, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already canceled, shall be promptly canceled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Bond previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and any Bond so delivered shall be promptly canceled by the Paying Agent. Any canceled Bond held by the Paying Agent shall be disposed of as directed in writing by the Issuer.
20.SECTION Mutilated, Destroyed, Lost or Stolen Bond. If (1) any mutilated Bond is surrendered to the Paying Agent, or the Issuer and the Paying Agent receive evidence to their satisfaction of the destruction, loss or theft of any Bond, and (2) there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Paying Agent that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Paying Agent shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of the same maturity and of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith. Every new Bond issued pursuant to this Section in lieu of any mutilated, de?stroyed, lost or stolen bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Bond shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with any other Outstanding Bond. Any additional procedures set forth in the Agreement, authorized in this Resolution, shall also be available with respect to any mutilated, destroyed, lost or stolen Bond. 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 any mutilated, destroyed, lost or stolen Bond.
21.SECTION Discharge of Resolution; Defeasance. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owner, the Principal Amount of the Bonds and interest and redemption price thereon, with respect thereto, 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 Owner 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.
Portions of the Principal Amount 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 Final Maturity Date thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section if they are defeased in the manner provided by Chapter 14 of Title 39 of the Louisiana Revised Statutes of 1950, as amended.
22.SECTION Successor Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifications hereinafter described for the performance of the duties hereunder for the Bonds. The designation of the initial Paying Agent in this Resolution is hereby confirmed and approved. The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of official proceedings of the Governing Authority giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to the Owner. Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any state, authorized under such laws to exercise trust powers, 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 said officers on such Agreement to be conclusive evi?dence of the due exercise of the authority granted hereunder.
23.SECTION Covenants Relating to the QSCB Code Provision, QSCB Regulations and Other Matters. The School Board hereby certifies that:
1) 100% of the available project proceeds, as defined in the Code, will be spent for Qualified Purposes;
2) 100% of the available project proceeds, as defined in the Code, will be spent at public school facilities within the jurisdiction of the School Board;
3) Within the six-month period beginning on the Date of Issuance, it will incur a binding commitment with a 3rd party to spend at least 10% of such available project proceeds on Qualified Purposes;
4) Any reimbursement of proceeds of the Bonds for capital expenditures for Qualified Purposes incurred prior to the Date of Issuance of the Bonds will be undertaken strictly in accordance with 54A(d)(2)(D) of the Code;
5) All applicable State and local laws governing conflicts of interest have and will continue to be satisfied with respect to the Bonds; and if the Secretary of the Treasury prescribes additional conflicts of interest rules governing appropriate members of Congress, Federal, State and local officials, and their spouses, such additional rules will also be satisfied with respect to the Bonds;
6) The Issuer will redeem all nonqualified Bonds pursuant to Section 3(a) of this Resolution;
7) The Issuer will comply with the terms of the Davis-Bacon Act, to the extent required by the American Recovery and Reinvestment Act of 2009; and
8) The Issuer will comply with the information reporting requirements of Section 54A(d)(3) of the Code.
24.SECTION Arbitrage. The Issuer covenants and agrees that, to the extent permitted by the laws of the State of Louisiana, it will comply with the provisions of Section 148 of the Code, as modified by the QSCB Code Provisions and QSCB Regulations, with respect to the proceeds of the Bonds.
25.SECTION Disclosure Under SEC Rule 15c2-12(b). It is recognized that the Issuer will not be required to comply with the continuing disclosure requirements described in the Rule 15c-2-12(b) of the Securities and Exchange Commission [17 CFR §240.15c2-12(b)], because:
(a) the Bonds are not being purchased by a broker, dealer or municipal securities dealer acting as an underwriter in a primary offering of municipal securities, and
(b) the Bonds are being sold to not more than 35 financial institutions (i.e., no more than thirty-five persons) constituting an “Eligible Person” pursuant to the Rules of the Securities and Exchange Commission, which (i) have such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment in the Bonds and (ii) are not purchasing the Bonds for more than one account or with a view to distributing the Bonds.
26.SECTION Publication. A copy of this Resolution shall be published immediately after its adoption in one (1) issue of the official journal of the Issuer.
27.SECTION Award of Bonds. All of the provisions of the Commitment Letter attached as Exhibit A hereto not otherwise addressed herein are incorporated herein by reference. It is intended by the Issuer and the Purchaser that the Commitment Letter and this Resolution shall constitute a binding, written contract for the sale of the Bonds. The Bonds shall be delivered to said Purchaser upon the payment of the Principal Amount thereof.
28.SECTION Severability; Application of Subsequently Enacted Laws. In case any one or more of the provisions of this Resolution or of the Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Resolution or of the Bonds, but this 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 provisions enacted after the date of this Resolution which validate or make legal any provision of the Resolution and/or the Bonds which would not otherwise be valid or legal, shall be deemed to apply to this Resolution and to the Bonds.
29.SECTION Default. Upon an Event of Default, the Owner may pursue any and all remedies, including but not limited to an action for mandamus, that may exist at law or in equity pursuant to the law of the State at the time of such Event of Default.
30.SECTION Section Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.
31.SECTION Effective Date. This Resolution shall become effective immediately.
The foregoing Resolution having been submitted to a vote, the vote thereon was as follows:
MEMBERS: YEAS:
Mattie M. Harrison
Eddie Jones
Curtis Dowling
Michael Barmore
Danny Hancock
Joe E. Mitcham
Trott Hunt
Lisa Best
Lynda Henderson
Otha Anders
George Mack
Debbie Abrahm
NAYS:
ABSENT:
ABSTAINING:
And the resolution was declared adopted on this, the 5th day of April, 2011.
/s/ Danny Bell /s/ Otha Anders Secretary President
EXHIBIT A
COMMITMENT LETTER
(A COPY IS ON FILE WITH THE LINCOLN PARISH SCHOOL BOARD)
EXHIBIT B
DEPARTMENT OF EDUCATION LETTER
(A COPY IS ON FILE WITH THE LINCOLN PARISH SCHOOL BOARD)
1td: April 28, 2011

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