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The following resolution was offered by Curtis Dowling and seconded by Michael Barmore: RESOLUTION

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The following resolution was offered by Curtis Dowling and seconded by Michael Barmore:
RESOLUTION
A resolution providing for the incurring of debt and issuance of Three Million Four Hundred Fifteen Thousand Dollars ($3,415,000) of Taxable General Obligation Bonds (QSCB), Series 2011, of Ruston School District No. 1 of the Parish of Lincoln, State of Louisiana; prescribing the form, terms and conditions of said Bonds; designating said Bonds as Qualified School Construction Bonds; designating the date, denomination and place of payment of said Bonds; providing for the payment thereof in principal and interest; and providing for other matters in connection therewith. WHEREAS, the Parish School Board of the Parish of Lincoln, State of Louisiana (the "Governing Authority") at its regular meeting held on May 3, 2011, gave its preliminary approval to the issuance of the Three Million Four Hundred Fifteen Thousand Dollars ($3,415,000) of Taxable General Obligation Bonds (QSCB), Series 2011 (the "Bonds"), of Ruston School District No. 1 of the Parish of Lincoln, State of Louisiana (the "Issuer"), authorized at an election held by the Parish School Board of the Parish of Lincoln on April 30, 2011, the results of which election have been duly promulgated in accordance with law; and WHEREAS, the Bonds were approved by unanimous vote of the Louisiana State Bond Commission at a meeting held on May 19, 2011; 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, an offer for the purchase of the Bonds has been submitted by Community Trust Bank (the "Purchaser"), and the Issuer desires to direct the Superintendent to duly execute the Commitment Letter with the Purchaser; 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 Louisiana Department of Education has reserved for the Issuer an allocation of $10,000,000 of the national qualified school construction bond limitation for 2010 pursuant to the QSCB Regulations and the policies and procedures of the Louisiana Department of Education, of which the Governing Authority has previously issued $3,150,000 in qualified school construction bonds; BE IT RESOLVED by the Parish School Board of the Parish of Lincoln, State of Louisiana, acting as the governing authority of Ruston School District No. 1 of the Parish of Lincoln, State of Louisiana, that:
1.SECTION Definitions. As used herein, the following terms shall have the following meanings, unless the context otherwise requires: "Agreement" means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Resolution. "Bond" means any Bonds of the Issuer authorized to be issued by this Resolution, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any Bond previously issued, authorized at a special election held on April 30, 2011.
"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.
"Bonds" means the Issuer's Taxable General Obligation Bonds (QSCB), Series 2011, authorized by this Resolution, in the total aggregate principal amount of Three Million Four Hundred Fifteen Thousand Dollars ($3,415,000).
"Cash" means cash and cash equivalents.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commitment Letter" shall mean the offer to purchase by the Purchaser attached hereto as Exhibit A.
"Coupon Rate" means one percent per annum (1.00%).
"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 four and ninety nine hundredths percent per centum (4.99%) per annum, the rate designated by the Secretary of the United States Treasury on June 9, 2011, the date of the adoption of this Resolution and 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 Delivery" means the date on which the Bonds are delivered to the Purchaser in exchange for payment therefore, which date is expected to be July 19, 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, collectively, the President and the Secretary of the Governing Authority.
"Final Maturity Date" means March 1, 2026.
"Governing Authority" means the Parish School Board of the Parish of Lincoln, State of Louisiana.
"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 which may be United States Treasury obligations such as the State and Local Government Series 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 Account" means the account of such name established pursuant to Section 9 of this Resolution.
"Interest Payment Date" means each March 1st and September 1st on which the Bonds, or any portion thereof, are Outstanding, commencing March 1, 2012, and includes the last day on which the Bonds are Outstanding. Interest will accrue on a 30/360 day basis.
"Issuer" means Ruston School District No. 1 of the Parish of Lincoln, State of Louisiana.
"Outstanding" when used with respect to the Bonds means, as of the date of determination, all Bonds theretofore issued and delivered under this Resolution, except:
1. Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;
2. Bonds for which payment or redemption sufficient funds have been theretofore deposited in trust for the owners of such Bonds, provided that if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Resolution or waived;
3. Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to this Resolution; and
4. Bonds alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Resolution or by law.
"Owner" or "Owners" when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register.
"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.
"Principal Account" means the account of such name established pursuant to Section 9 of this Resolution.
"Principal Account Deposit Date" means March 1 of each year, beginning March 1, 2012, and ending on March 1, 2026.
"Principal Account Deposit Requirement" means on each Principal Account Deposit Date, a cash deposit, in an amount sufficient, together with any amounts in the Principal Account, to meet the Required Principal Account Value for such Principal Account Deposit Date.
"Purchaser" means Community Trust Bank, of 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 Provisions" means Section 54F of the Code and 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.
"Record Date" for the interest payable on any Interest Payment Date means the 1st calendar day of the month of such Interest Payment Date.
"Resolution" means this resolution authorizing the issuance of the Bonds, as it may be supplemented and amended.
"Sinking Fund" means the "Ruston School District No. 1 of the Parish of Lincoln, State of Louisiana, Taxable General Obligation Bonds (QSCB), Series 2011, Sinking Fund" established and maintained pursuant to Section 9 herein.
2.SECTION Authorization of Bonds; Maturities. (a) In compliance with the terms and provisions of Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, authorized at a special election held on April 30, 2011, there is hereby authorized the incurring of an indebtedness of Three Million Four Hundred Fifteen Thousand Dollars ($3,415,000) for, on behalf of, and in the name of the Issuer, 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. To represent said indebtedness, this Governing Authority does hereby authorize the issuance of Taxable General Obligation Bonds (QSCB), Series 2011, of the Issuer, in the amount of Three Million Four Hundred Fifteen Thousand Dollars ($3,415,000). The Bonds shall be in fully registered form, shall be dated the Date of Delivery, shall be issued in the denomination of Five Thousand Dollars ($5,000) each or any integral multiple thereof within a single maturity and shall be numbered from R-1 upward. Costs of issuance shall not exceed two percent (2.00%) of the proceeds of the Bonds. The Bonds shall bear interest from the date thereof or 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 March 1, 2012. 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.
(c) Designation as Qualified School Construction Bond. In accordance with the QSCB Code Provisions, the Governing Authority hereby designates the Bonds as Qualified School Construction Bonds.
3.SECTION Redemption Provisions. The Bonds are not subject to redemption or prepayment by the Issuer prior to their stated maturity 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 within 90 days after the end of such period. 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 in the event the Internal Revenue Service or court of competent jurisdiction over the matter, that the bond no longer constitutes a "qualified school construction bonds" pursuant to Section 54F of the Code ("QSCB Disqualification Event") at a redemption price equal to the principal amount of the Bonds to be redeemed plus accrued and unpaid interest to the redemption date on the Bonds to be redeemed, plus a "make whole" amount as calculated pursuant to this Section; provided, however, that the Issuer shall be required to redeem the Bonds within 90 days of the 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 accrued and unpaid interest, 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 Interest Payment 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:
(FORM OF BOND)
No. R-1 Principal Amount $3,415,000
UNITED STATES OF AMERICA STATE OF LOUISIANA
PARISH OF LINCOLN
TAXABLE GENERAL OBLIGATION BOND (QSCB), SERIES 2011
OF RUSTON SCHOOL DISTRICT NO. 1 OF THE PARISH OF LINCOLN, STATE OF LOUISIANA

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RUSTON SCHOOL DISTRICT NO. 1 OF THE PARISH OF LINCOLN, STATE OF LOUISIANA (the "Issuer"), promises to pay 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 on March 1, 2012 and each March 1 and September 1 thereafter on which any portion of the principal amount of this Bond remains unpaid, and includes the last day on which 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 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"). 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 authorized issue aggregating in principal the sum of Three Million Four Hundred Fifteen Thousand Dollars ($3,415,000) (the "Bonds"), said Bonds having been issued by the Issuer pursuant to a resolution adopted by its governing authority on June 9, 2011 (the "Resolution"),for the purpose of construction, rehabilitation or repair of public school facilities, including equipping of school facilities improved with Bond proceeds, title to which shall be in the public, under the authority conferred by Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, authorized at an election held on April 30, 2011, the results of which election have been duly promulgated in accordance with law. 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 are 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 this Bond no longer constitutes a "qualified school construction bond" pursuant to Section 54F of the Code ("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 this Bond, or any portion thereof, is redeemed prior to the Final Maturity Date pursuant to the Resolution, 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 this Bond remains outstanding continue to make, to the Owner on each Interest Payment 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 transferred and assigned Bond after receipt of this Bond to be transferred in proper form. This Bond and the issue of which it forms a part have been duly registered with the Secretary of State of Louisiana as provided by law. 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. This Bond and the issue of which it forms a part constitute general obligations of the Issuer, and the full faith and credit of the Issuer is pledged for the payment of this Bond and the issue of which it forms a part. Said Bonds are secured by unlimited ad valorem taxes now being levied and collected annually in excess of all other taxes on all the property subject to taxation within the territorial limits of the Issuer, under the Constitution and laws of Louisiana, sufficient in amount to pay the principal of this Bond and the issue of which it forms a part and the interest thereon as they severally mature. 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.
RUSTON SCHOOL DISTRICT NO. 1 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 SECRETARY OF STATE ENDORSEMENT - TO BE PRINTED ON ALL BONDS)
OFFICE OF SECRETARY OF STATE
STATE OF LOUISIANA
This Bond secured by a tax. Registered on this the _ day of June, 2011.
Secretary of State
(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 Registration of Bonds. The Bonds shall be registered with the Secretary of State of the State of Louisiana as provided by law and shall bear the endorsement of the Secretary of State in substantially the form set forth herein, provided that such endorsement shall be manually signed only on the Bonds initially delivered to the Purchaser, and Bonds subsequently exchanged therefor as permitted in this Resolution may bear the facsimile signature of said Secretary of State.
8.SECTION Pledge of Full Faith and Credit. The Bonds and any amounts awed thereon shall constitute general obligations of the Issuer, and the full faith and credit of the Issuer is hereby pledged for their payment. This Governing Authority does hereby obligate itself and is bound under the terms and provisions of law and the election authorizing the Bonds to impose and collect annually in excess of all other taxes a tax on all of the property subject to taxation within the territorial limits of the Issuer sufficient to pay the principal of and the interest on the Bonds falling due each year, said tax to be levied and collected by the same officers, in the same manner and at the same time as other taxes are levied and collected within the territorial limits of the Issuer.
9.SECTION Sinking Fund. For the payment of the principal of and interest on general obligation bonds of the Issuer, there has been established and maintained with the Paying Agent a special fund known as the "Ruston School District No. 1 of the Parish of Lincoln, State of Louisiana, Taxable General Obligation Bonds (QSCB), Series 2011, Sinking Fund." There shall be 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.
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 in the Principal Account. Not less than ten (10) days before each Principal Account Deposit Date an Executive Officer, or his designee, shall select the Government 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 to an Executive Officer of the Issuer or his 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, the Required Principal Account Value set forth below on the relevant Principal Account Deposit Date:

INSERT TABLE 2

For purposes of determining compliance with the Required Principal Account Value, the "value" of any Cash or Government Securities held in the Principal Account shall be determined as follows:
(a) For Cash, the amount of such Cash; and
(b) For Government Securities; the par 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 on each Principal Account Deposit Date 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 Principal Account for purposes of the QSCB Code Provisions and QSCB Regulations does not exceed 4.59% (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. 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 or 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 Cash and Government Securities held in the Sinking Fund. Subject to the provisions of this Section, all of the Cash in the Principal Account shall be invested in accordance with the provisions of the laws of the State of Louisiana unless available to be used pursuant to the terms of this Resolution within five (5) business days.
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 not 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 necessary Bonds to be 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 Purpose for which the Bonds are issued and paying costs of issuance of the Bonds. The Issuer covenants that, pursuant to 54A of the Code, 100% of the "available project proceeds" will be spent within three years of the Date of Delivery 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 representations of the indebtedness as 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 Owner or Owners from time to time of the Bonds and any such Owner or Owners may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by this Governing Authority or the Issuer as a result of issuing the Bonds. No material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made without the consent in writing of the Owners of two-thirds (2/3) of the aggregate principal amount of the Bonds then Outstanding; provided, however, that no modification or amendment shall permit a change in the maturity or redemption provisions of the Bonds, or a reduction in the rate of interest thereon, or in the amount of the principal obligation thereof, or affecting the obligation of the Issuer to pay the principal of and the interest on the Bonds as the same shall come due from the taxes pledged and dedicated to the payment thereof by this Resolution, or reduce the percentage of the Owners required to consent to any material modification or amendment of this Resolution, without the consent of all of the Owners of the Bonds.
15.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 this 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.
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 any Bond is registered as the Owner of such Bond for the purpose of receiving payment of the principal (and redemption price) of and interest on such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.
18.SECTION Notices to Owners. Wherever this Resolution provides for notice to Owners of Bonds of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Owner of such Bonds, at the address of such Owner as it appears in the Bond Register. In any case where notice to Owners of Bonds is given by mail, neither the failure to mail such notice to any particular Owner of Bonds, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds. Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner or Owners entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
19.SECTION Cancellation of Bonds. All Bonds surrendered for payment, redemption, 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 Bonds previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent. All canceled Bonds held by the Paying Agent shall be disposed of as directed in writing by the Issuer.
20.SECTION Mutilated, Destroyed, Lost or Stolen Bonds. 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, interest rate and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon 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, destroyed, lost or stolen Bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Bond shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with all other Outstanding Bonds. Any additional procedures set forth in the Agreement, authorized in this Resolution, shall also be available with respect to mutilated, destroyed, lost or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds.
21.SECTION Discharge of Resolution; Defeasance. If the Issuer shall pay or cause to be paid, or there shall otherwise be paid to the Owners, the principal (and redemption price) of, interest on and any other amounts owed with respect to the Bonds, at the times and in the manner stipulated in this Resolution, then the pledge of the money, securities, and funds pledged under this Resolution and all covenants, agreements, and other obligations of the Issuer to the Owners of the Bonds shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Resolution to the Issuer. Bonds or interest installments for the payment or redemption 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 redemption or otherwise) at the maturity or redemption date thereof shall be deemed to have been paid 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.
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 a resolution or ordinance giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner. Every Paying Agent appointed hereunder shall at all times be a bank 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 evidence 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 area of the Issuer and the jurisdiction of the Governing Authority;
3) Within the six-month period beginning on the Date of Delivery, 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 and the QSCB Regulations, as applicable;
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 Internal Revenue Code of 1986 and any amendment thereto (the "Code"), as modified by Section 54A of the Code, 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, 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 and Incorporation of Commitment Letter. The Superintendent is authorized and directed to execute the Commitment Letter on behalf of the Issuer. All of the provisions of the Commitment Letter 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:

INSERT TABLE 3
And the resolution was declared adopted on this, the 9th day of June, 2011.
/s/ Danny L. Bell
/s/ Otha Anders
Secretary President
EXHIBIT A
COMMITMENT LETTER
A COPY IS ON FILE WITH THE LINCOLN PARISH SCHOOL BOARD
1td: June 16, 2011

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