The Franklin Sun: Public Notices: Friday, October 12th, 2007



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Public Notices: Friday, October 12th, 2007

Public & Legal Notices may be submitted to us at legals@franklinsun.com.

Public Notices Published Friday, October 12th, 2007

The following resolution was offered by Mr. Richard Kelly and seconded by Mr. Jesse Young: ¬
RESOLUTION

A resolution providing for the incurring of debt and issuance of Three Million Nine Hundred Thirty Three Thousand Six Hundred Dollars ($3,933,600) of Limited Tax Certificates of Indebtedness (Taxable QZAB), Series 2007A, of Franklin Parish School District of the Parish of Franklin, State of Louisi¬ana; prescrib¬ing the form, terms and condi¬tions thereof and provid¬ing for the pay¬ment thereof; awarding such Certifi¬cates to the pur¬chasers thereof; and providing for other mat¬ters in connection therewith.
WHEREAS, pursuant to the proposition approved by the voters of Franklin Parish School District of the Parish of Franklin, State of Louisiana (the "Issuer"), at an election held on May 5, 2007, the Issuer was authorized to levy a special tax of 15 mills (such rate being subject to adjustment from time to time due to reassess¬ment) through the year 2016, for the purpose of renovating, improving, operating, repairing and/or supporting schools and school related facilities, equipment and programs as set out in a proposition approved by the voters on May 5, 2007, and paying the costs of issuance of the Certificates (the "Tax"); and
WHEREAS, pursuant to and in accordance with Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, the Issuer now desires to incur debt and issue its Limited Tax Certificates of ¬Indebted¬ness (Taxable QZAB), Series 2007A, in the principal amount of Three Million Nine Hundred Thirty Three Thousand Six Hundred Dollars ($3,933,600) (the "Series 2007A Certifi¬cates") for the purpose of rehabilitating or repairing schools and school related facilities and purchasing equipment for the Issuer as authorized by the voters at an election held on May 5, 2007, and paying the costs of issuance thereof; and
WHEREAS, other than the Series 2007A Certificates herein authorized and the Series 2007B Certificates (hereinafter defined), the Issuer will have no outstanding obligations as of the date of delivery of the Certificates of any kind or nature payable from or enjoying a lien on the Tax herein pledged; and
WHEREAS, the Series 2007A Certificates shall be issued on a complete parity with the Series 2007B Certificates; and
WHEREAS, the maturities of the Series 2007A Certificates and the Series 2007B Certificates have been arranged so that the combined principal and interest requirements for any calendar year on said Certificates does not exceed 75% of the revenues estimated to be received by the Issuer from the Tax in the year 2007 (which is hereby estimated to be at least $809,000); and
WHEREAS, it is the desire of the Issuer to fix the details necessary with respect to the issuance of the Series 2007A Certificates 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 Series 2007A Certificates to the Purchaser (hereinafter defined) at the price and in the manner hereinaf¬ter provid¬ed; and
WHEREAS, the Issuer further desires to qualify said Series 2007A Certificates under Section 1397E of the Internal Revenue Code of 1986, as amended, such that an Eligible Taxpayer (herein defined) holding the Series 2007A Certificates on a Credit Allowance Date (herein defined) may be allowed a tax credit against federal income tax imposed on such Eligible Taxpayer for the taxable year that includes the Credit Allowance Date, in an amount equal to the Credit Rate (herein defined) multiplied by the face amount of Series 2007A Certificates held by an Eligible Taxpayer on the Credit Allowance Date; and
WHEREAS, Section 1397E (d) of the Code requires an issuer to (i) designate the Qualified Zone Academy with respect to which proceeds of Certificates designated as Qualified Zone Academy Bonds are to be used, (ii) specify the qualified purpose(s) for which proceeds of Certificates designated as Qualified Zone Academy Bonds are to be used, and (iii) certify that a private business contribution requirement has been satisfied;
NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of the Parish of Franklin, State of Louisiana, acting as the governing authority of Franklin Parish School District of the Parish of Franklin, State of Louisiana, that:
SECTION 1. 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.
"Agreement" means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Resolution.
"Certificate" means any certificate of indebtedness of the Issuer authorized to be issued by this Resolution, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any certificate previously issued.
"Certificates"or (Series 2007A Certificates( means the Issuer's Limited Tax Certificates of Indebtedness (Taxable QZAB), Series 2007A, autho¬rized by this Resolution, in the total aggregate principal amount of Three Million Nine Hundred Thirty Three Thousand Six Hundred Dollars ($3,933,600).
"Certificate Register" means the records kept by the Paying Agent at its principal corporate office in which registra¬tion of the Certificates and transfers of the Certifi¬cates shall be made as provided herein.
"Code" means the Internal Revenue Code of 1986, as amended.
"Comprehensive Education Plan" means the program described in Appendix A which has been designed by the School System in cooperation with business for the Qualified Zone Academy to enhance the academic curriculum, increase graduation and employment rates, and better prepare students for the rigors of college and the increasingly complex workplace.
"Credit Allowance Date" means with respect to the Certificates, the last day of the one year period beginning on the Date of Issuance and the last day of each successive one year period thereafter.
"Credit Rate" means the rate designated on the date of closing as evidenced by Exhibit "C" hereto.
"Date of Issuance" means the date the Issuer receives payment for the Certificates.
"Eligible Taxpayer" means (a) a bank within the meaning of Section 581 of the Code, (b) an insurance company to which subchapter L of the Code applies and (c) a corporation actively engaged in the business of lending money.
"Executive Officers" means ¬the President and the Secretary of the Governing Authority.
"Fiscal Year" means the one-year accounting period beginning July 1 of each year, or such other accounting period as may be designated by the Governing Authority as the fiscal year of the Issuer.
"Governing Authority" or (School Board( means the Parish School Board of the Parish of Franklin, State of Louisiana.
"Government Securities" means direct obligations of, or obliga¬tions the principal of and interest on which are uncondi¬tion¬ally guaranteed by the United States of America, which are non callable prior to their maturity, may be United States Treasury obligations such as the State and Local Government Series and may be in book entry form.
"Interest Payment Dates" means April 19 and October 19 of each year, commencing April 19, 2008.
"Issuer" means Franklin Parish School District of the Parish of Franklin, State of Louisiana.
"Outstanding" when used with respect to the Certificates means, as of the date of determination, any Certificate thereto¬fore issued and delivered under this Resolution, except:
1. Any Certificate theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancella¬tion;
2. Certificates for which payment or redemption suffi¬cient funds or government securities, or both, have been theretofore deposited in trust for the owners of such Certificates with the effect specified in this Resolution or by law;
3. Any Certificate in exchange for or in lieu of which another Certificate has been registered and deliv¬ered pursuant to this Resolution; and
4. Any Certificate alleged to have been mutilated, de¬stroy¬ed, lost or stolen which may have been paid as provided in this Resolution or by law.
"Outstanding Parity Certificate Resolution" means the resolution adopted by the Governing Authority on October 1, 2007, authorizing the issuance of the Series 2007B Certificates.
"Outstanding Parity Certificates" or "Series 2007B Certificates" means as of the date of delivery of the Certificates, the Issuer's $1,500,000 of Limited Tax Certificates of Indebtedness, Series 2007B, maturing serially on October 19, 2008 through October 19, 2017, inclusive.
"Owner" when used with respect to any Certificate means the Person in whose name such Certificate is registered in the Certificate Register.
"Paying Agent" means Regions Bank, in Baton Rouge, 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, partner¬ship, joint venture, association, joint stock company, trust, unincorpo¬rated organization or government or any agency or political subdivision thereof.
"Private Contributor" means National Education Foundation, the private entity executing the Qualified Contribution Agreement and making a Qualified Contribution.
"Purchaser" means Regions Bank, in Monroe, Louisiana, ¬the original purchaser of the Certificates, and its successors, assigns and transferees.
"Qualified Contribution Agreement" means the agreement by that name attached as Exhibit "B" hereto by and between the School Board and the Private Contributor providing for a Qualified Contribution in accordance with the QZAB Code Provision.
"Qualified Contribution" means any contribution identified in the Qualified Contribution Agreement.
"Qualified Purposes" means the purposes identified in Appendix B hereto for which at least ninety-five percent (95%) of the proceeds of the Series 2007A Certificates must be expended which must involve one or more of the following:
(a) rehabilitating or repairing the public school facility in which the Qualified Zone Academy is established,
(b) providing equipment for use at such Qualified Zone Academy,
(c) developing course materials for education to be provided at such Qualified Zone Academy, or
(d) training teachers and other school personnel in such Qualified Zone Academy.
"Qualified Zone Academy" means the public schools identified and/or academic programs identified in Appendix C and/or certified by the Superintendent of the School System as satisfying the requirements of the QZAB Code Provision and the QZAB Regulations which will be subject to the Comprehensive Education Plan.
"QZAB Code Provision" means Section 1397E of the Code.
"QZAB Regulations" means Section 1.1397E-1 of the Treasury Regulations at 26 CFR Part 1.
"Resolution" means this resolution authorizing the issuance of the Certificates, as it may be supplemented and amended.
"School System" means the Franklin School Board System.
"Sinking Fund" means the "Franklin Parish School District, Limited Tax Certificates of Indebtedness, Sinking Fund" established pursuant to Section 8 herein.
"Superintendent" means the Superintendent of the Franklin Parish School Board.
"Tax" means the special ad valorem tax of 15 mills (such rate being subject to adjustment from time to time due to reassess¬ment) for the purpose of renovating, improving, operating, repairing and/or supporting schools and school related facilities, equipment and programs as set out in a proposition approved by the voters on May 5, 2007, and paying the costs of issuance of the Certificates, to be levied and collected annually through the year 2016.
SECTION 2. Authorization of Certificates; Maturities. Subject to the approval of the State Bond Commission and in compliance with the terms and provisions of the Act, the QZAB Code Provision, the QZAB Regulations, and other constitu¬tional and statutory authority, there is hereby and other constitu¬tional and statutory authority, there is hereby authorized the incurring of an indebted¬ness of Three Million Nine Hundred Thirty Three Thousand Six Hundred Dollars ($3,933,600) for, on behalf of, and in the name of the Issuer, for the purpose of rehabilitating or repairing schools and school related facilities and purchasing equipment for the Issuer as authorized by the voters at an election held on May 5, 2007, and paying the costs of issuance thereof. Costs of issuance shall not exceed five percent (5%) of the proceeds of the Certificates. To represent said indebted¬ness this Govern¬ing Authority does hereby authorize the issuance of its Limited Tax Certificates of Indebtedness (Taxable QZAB), Series 2007A, in the principal amount of Three Million Nine Hundred Thirty Three Thousand Six Hundred Dollars ($3,933,600). The Certificates shall be in fully registered form, shall be dated the date of delivery thereof, shall be issued in denomina¬tions corresponding to the principal amount of each maturity (one Certificate per maturity), and shall be numbered from R-1 upward. The Certifi¬cates 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, payable on each Interest Payment Date, commencing April 19, 2008, at the rate of 1.25% per annum and shall become due and payable and mature serially on October 19 of the years and in the amounts, as follows:
Certificate Year Principal
Number (October 19) Amount

R-1 2008 $379,830
R-2 2009 383,310
R-3 2010 386,080
R-4 2011 389,180
R-5 2012 391,590
R-6 2013 395,360
R-7 2014 397,450
R-8 2015 400,940
R-9 2016 403,800
R-10 2017 406,060

The principal of the Certificates upon maturity or redemption, subject to Section 3 below, shall be payable at the principal office of the Paying Agent, upon presentation and surrender thereof, and interest on the Certifi¬cates shall be payable by check of the Paying Agent mailed by the Paying Agent to the Owner (determined as of the close of business on the Record Date) at the address shown on the Certifi¬cate Register. Each Certificate delivered under this Resolution upon transfer of, in exchange for or in lieu of any other Certifi¬cate shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Certifi¬cate, and each such Certificate shall bear interest (as herein set forth) so neither gain nor loss in interest shall result from such transfer, exchange or substitution.
No Certificate shall be entitled to any right or benefit under this Resolution, or be valid or obliga¬tory for any purpose, unless there appears on such Certificate a certificate of registra¬tion, substantially in the form provided in this Resolution, executed by the Paying Agent by manual signature.
The Certificate is hereby issued on a parity with the Outstanding Parity Certificates, and the Certificates shall rank equally with and enjoy complete parity of lien with the Outstanding Parity Certificates on the revenues pledged to the payment therefor or other funds specially applicable to the payment of said Outstanding Parity Certificates, including funds established under the resolution authorizing the issuance of the Outstanding Parity Certificates (the (Outstanding Parity Certificate Resolution().
SEC¬TION 3. Redemption Provisions. The Certificates are not subject to optional redemption by the Issuer prior to their stated dates of maturity; however, (i) in the event the Internal Revenue Service issues a ruling notice or final determination affecting the tax credits against Federal income tax imposed on the Purchaser, its successors or assigns, as a result of a breach or inaccuracy of any covenants or representations of the Issuer in connection with the financing, the Issuer shall use its best efforts to refund in accordance with Section 9 or otherwise, the outstanding Certificates at the earliest possible date, and (ii) to the extent that less than 95 percent of the proceeds of the Certificates are expended by the close of the 5-year period beginning on the date of issuance of the Certificates (or if an extension of such expenditure period has been received by the Issuer from the Secretary of the Treasury Department by the close of the extended period) the Issuer shall redeem all of the non-qualified Certificates within 90 days after the end of such period.
SECTION 4. Registration and Transfer. The Issuer shall cause the Certifi¬cate Register to be kept by the Paying Agent. The Certificates may be transferred, registered and assigned only on the Certifi¬cate Register, and such registra¬tion shall be at the expense of the Issuer. A Certificate may be assigned by the execution of an assignment form on the Certifi¬cate or by other instru¬ments of transfer and assignment accept¬able to the Paying Agent. A new Certificate or Certificates will be delivered by the Paying Agent to the last assignee (the new Owner) in exchange for such transferred and assigned Certificates after receipt of the Certificates to be transferred in proper form. Such new Certifi¬cate or Certificates shall be in an authorized denomination of the same maturity and like principal.
SECTION 5. Form of Certificates. The Certificates and the endorsements to appear thereon shall be in substantially the following forms, respectively, to wit:
[FORM OF CERTIFICATE]
No. R-____ Principal Amount $________

UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF FRANKLIN

LIMITED TAX CERTIFICATE OF INDEBTEDNESS (TAXABLE QZAB),
SERIES 2007A
OF FRANKLIN PARISH SCHOOL DISTRICT OF THE
PARISH OF FRANKLIN, STATE OF LOUISIANA

Certificate Maturity Date of Credit Allowance Credit Interest
Date Date Issuance Date Rate Rate
10/19/07 10/19/__ 10/19/07 __/__/__ _____% 1.25%

Franklin Parish School District of the Parish of Franklin, State of Louisiana (the "Issuer"), promis¬es to pay, but solely from the source and as hereinafter provided, to:

___________________________________________

or registered assigns, on the Maturity Date set forth above, the Principal Amount set forth above, together with interest thereon from the Certificate Date set forth above or the most recent interest payment date to which interest has been paid or duly provided for, payable on April 19 and October 19 of each year, commenc¬ing April 19, 2008 (each an "Interest Payment Date"), at the Inter¬est Rate per annum set forth above until said Principal Amount is paid. The principal of this Certificate, upon maturity or redemption subject to the provisions of Section 3 of the Resolution, ¬is payable in lawful money of the United States of America at the principal office of Regions Bank, in Baton Rouge, Louisiana, ¬¬or successor thereto (the "Paying Agent"), upon presentation and surrender hereof. Interest on this Certifi¬cate is payable by check mailed by the Paying Agent to the registered owner (deter¬mined as of the close of business on the 15th calendar day of the month next preced¬ing each Interest Payment Date) at the address as shown on the registra¬tion books of the Paying Agent.

THIS CERTIFICATE CONSTITUTES A QUALIFIED ZONE ACADEMY BOND WITHIN THE MEANING OF SECTION 1397E OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). AN ELIGIBLE TAXPAYER IS ENTITLED TO A TAX CREDIT AGAINST FEDERAL INCOME TAX IMPOSED ON SUCH ELIGIBLE TAXPAYER FOR THE TAXABLE YEAR THAT INCLUDES THE CREDIT ALLOWANCE DATE. THE TAX CREDIT UNDER SAID SECTION 1397E IS EQUAL TO THE CREDIT RATE SPECIFIED HEREON MULTIPLIED BY THE PRINCIPAL AMOUNT OF THE CERTIFICATE HELD BY AN ELIGIBLE TAXPAYER ON THE CREDIT ALLOWANCE DATE. AN ELIGIBLE TAXPAYER IS DEFINED UNDER THE CODE TO MEAN (A) A BANK WITHIN THE MEANING OF SECTION 581 OF THE CODE, (B) AN INSURANCE COMPANY TO WHICH SUBCHAPTER L OF THE CODE APPLIES, AND (C) A CORPORATION ACTIVELY ENGAGED IN THE BUSINESS OF LENDING MONEY.
This Certificate is one of an authorized issue aggregat¬ing in principal the sum of Three Million Nine Hundred Thirty Three Thousand Six Hundred Dollars ($3,933,600) of Limited Tax Certificates of Indebtedness (Taxable QZAB), Series 2007A, of the Issuer (the "Certificates") all of like tenor and effect except as to number, denomination, and maturity, said Certifi¬cates having been issued by the Issuer pursuant to a resolution adopted by its governing authority on October 1, 2007 (the "Resolution"), for the purpose of rehabilitating or repairing schools and school related facilities and purchasing equipment for the Issuer as authorized by the voters at an election held on May 5, 2007, 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 Certificate is issued on a complete parity with the Issuer's Limited Tax Certificates of Indebtedness, Series 2007B, final maturity October 19, 2017 (the "Outstanding Parity Certificates"). It is certified that the Issuer, in issuing this Certificate, has complied with all the terms and conditions set forth in the resolution authorizing the issuance of the Outstanding Parity Certificates.
The Certificates are not subject to optional redemption by the Issuer prior to their stated dates of maturity; however, (i) in the event the Internal Revenue Service issues a ruling notice or final determination affecting the tax credits against Federal income tax imposed on the Purchaser, its successors or assigns, as a result of a breach or inaccuracy of any covenants or representations of the Issuer in connection with the financing, the Issuer shall use its best efforts to refund, in accordance with Section 9 of the Resolution or otherwise, the outstanding Certificates at the earliest possible date, and (ii) to the extent that less than 95 percent of the proceeds of the Certificates are expended by the close of the 5-year period beginning on the date of issuance of the Certificates (or if an extension of such expenditure period has been received by the Issuer from the Secretary of the Treasury Department by the close of the extended period) the Issuer shall redeem all of the non-qualified Certificates within 90 days after the end of such period.
The Issuer shall cause to be kept at the principal office of the Paying Agent a register (the "Certificate Register") in which registration of the Certificates and of transfers of the Certificates shall be made as provided in the Resolution. This Certificate may be transferred, registered and assigned only on the Certificate Register, and such registra¬tion shall be at the expense of the Issuer. This Certificate may be assigned by the execution of the assignment form hereon or by other instrument of transfer and assignment acceptable to the Paying Agent.
This Certificate, equally with the Outstanding Parity Certificates, is secured by an irrevocable pledge and dedication of the funds to be derived by the Issuer from the levy and collection of a special 15 mills tax (such rate being subject to adjustment from time to time due to reassessment) authorized to be levied through the year 2016 (the "Tax") on all the property subject to taxation within the corporate boundaries of the Issuer pursuant to an election held therein on May 5, 2007. For a more complete statement of the Tax revenues from which and conditions under which this Certificate 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 Certificate, including provisions for the issuance of additional certificates of indebtedness payable from the proceeds of the Tax on a parity with this Certificate and the Outstanding Parity Certificates, for the terms of which reference is made to the Resolution.
This Certificate shall not be valid or become obligato¬ry for any purpose or be entitled to any security or benefit under the Resolution until the certifi¬cate of registration hereon shall have been signed by the Paying Agent.
It is certified that this Certificate is authorized by and issued in conformity with the requirements of the Constitu¬tion and statutes of this State. It is further certified, recited and declared that all acts, conditions and things re¬quired to exist, to happen and to be performed precedent to and in the issuance of this Certificate and the issue of which it forms a part 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 Certifi¬cate and the issue of which it forms a part, does not exceed the limitations prescribed by the Constitu¬tion and statutes of the State of Louisiana.
IN WITNESS WHEREOF, the Parish School Board of the Parish of Franklin, State of Louisiana, acting as the governing authority of the Issuer, has caused this Certifi¬cate to be executed on behalf of the Issuer by the manual or facsimile signature of its President and attested by its Secretary and its corporate seal to be impressed hereon.
FRANKLIN PARISH SCHOOL DISTRICT OF THE PARISH OF FRANKLIN, STATE OF LOUISIANA
Secretary, Parish School Board President, Parish School Board

(SEAL)

* * * * * *

(FORM OF PAYING AGENT'S CERTIFICATE OF REGISTRATION)

This Certificate is one of the Certificates referred to in the within mentioned Resolution.

Regions Bank
Baton Rouge, Louisiana

Date of Registration: By:
Authorized Officer

* * * * * *

(FORM OF ASSIGNMENT)

FOR VALUE RE¬CEIVED, the undersigned hereby sells, assigns and transfers unto

Please Insert Social Security
or other Identifying Number of Assignee
the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints

attorney or agent to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to this assign¬ment must corre¬spond with the name as it appears upon the face of the within Certificate in every particular, without alteration or enlarge¬ment or any change whatever.

* * * * *

SECTION 6. Execution of Certificates. The Certifi¬cates shall be signed by the Executive Officers for, on behalf of, in the name of and under the corporate seal of the Issuer, which signa¬tures and corporate seal may be either manual or facsimile.
SECTION 7. Pledge and Dedication of Revenues. Pursuant to the Act, the Certificates, equally with the Outstanding Parity Certificates, shall be secured by and payable 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 through the year 2016, so long as the Certificates and the Outstanding Parity Certificates are outstanding, as provided in the proposition authorizing the Tax, and does hereby irrevocably and irrepealably dedicate, appropriate and pledge the annual income to be derived from the assessment, levy and collec¬tion of the Tax in each of the years through 2016, inclusive, to the payment of the Certificates and the Outstanding Parity Certificates.
SECTION 8. Sinking Fund. (a) For the payment of the principal of and the interest on the Certificates, the Outstanding Parity Certificates and any additional parity certificates of indebtedness, there is hereby created a special fund known as "Franklin Parish School District, Limited Tax Certificates of Indebtedness, Sinking Fund", said Sinking Fund to be ¬established and maintained with the regularly designated fiscal agent bank of the Issuer. The Issuer shall deposit in the Sinking Fund at least one (1) day in advance of the date on which each payment of principal and/or interest on the Certificates and the Outstanding Parity Certificates fall due, funds fully sufficient to promptly pay principal of and/or interest so falling due on such date. Said fiscal agent bank shall make available from the Sinking Fund to the Paying Agent funds fully sufficient to pay promptly principal and/or interest falling due on such date.
(b) All moneys deposited with the regularly designated fiscal agent bank of the Issuer or the Paying Agent under the terms of this Resolution shall constitute dedicated funds for the benefit of the Owners of the Certificates and the Outstanding Parity Certificates, 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 depos¬its of public funds.
(c) All or any part of the moneys in the Sinking Fund shall, at the written request of the Issuer, be invested in accordance with the provi¬sions of the laws of the State of Louisiana.
SECTION 9. Parity Certificates. The Issuer shall issue no other certificates 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 Certificates and the Outstanding Parity Certificates, except that addition¬al certificates may hereafter be issued on a parity with the Certificates and the Outstanding Parity Certificates under the following conditions:
(1) The Certificates herein authorized or any part thereof, including the interest thereon, may be refunded, and the refunding certificates so issued shall enjoy complete equality of lien with the portion of the Certificates which is not refunded, if there be any, and the refunding certificates shall continue to enjoy whatever priority of lien over subsequent issues may have been enjoyed by the Certificates refunded; provided, however, that if only a portion of the Certificates outstanding is so refunded and the refunding certificates 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 Certificates refunded thereby, then such Certificates may not be refunded without the consent of the Owner of the unrefunded portion of the Certificates issued hereunder (provided such consent shall not be required if such refunding certificates meet the requirements set forth in clause 2 of this Sec¬tion).
(2) Additional certificates of indebtedness may be issued on and enjoy a full and complete parity with the Certificates and the Outstanding Parity Certificates with respect to the Tax, provided that the combined principal and interest requirements for any calendar year on the Certificates, the Outstanding Parity Certificates and the said additional certifi¬cates of indebted¬ness may not exceed 75% of the revenues estimated to be realized from the levy of the Tax in the year in which such additional certificates of indebtedness are issued; it being provided, however, that the proceeds of said additional certificates of indebted¬ness are to be expended only for the purposes for which the Tax is levied.
(3) Junior and subordinate certificates of indebtedness may be issued without restriction.
(4) The Issuer must be in full compliance with all covenants and undertakings in connection with the Certificates and the Outstanding Parity Certificates and there must be no delinquencies in payments required to be made in connection there¬with, unless the Owners waive such non-compliance or delinquency.
(5) The additional certificates must be payable as to principal on October 19th of each year, commencing not more than 2 years from the date thereof, and payable as to interest on April 19 and October 19 of each year.
SECTION 10. Budget. As long as any of the Certificates are outstanding and unpaid in principal or interest, the Issuer shall prepare and adopt a budget prior to the begin¬ning of each Fiscal Year and shall furnish a copy of such budget within thirty (30) days after its adoption to the Purchaser.
SECTION 11. 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 Certificates to be prepared or printed, to issue, execute and seal the Certificates, and to effect delivery thereof as hereinafter provided. The proceeds derived from the sale of the Certificates shall be deposited by the Issuer with its fiscal agent bank or banks to be used only for the purpose for which the Certificates are issued.
SECTION 12. Certificates Legal Obligations. The Certificates shall constitute legal, binding and valid obliga¬tions of the Issuer, and its successors in office, and shall be the only representation of the indebted¬ness as herein authorized and created.
SECTION 13. 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 Certificates 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 Certificates.
SECTION 14. Amendment to Resolution. No material modification or amend¬ment of this Resolution, or of any resolution amendatory hereof or supple¬mental hereto, may be made without the consent in writing of the Owners of two thirds (2/3) of the aggregate principal amount of the Certificates then outstanding; provided, however, that no modifica¬tion or amendment shall permit a change in the maturity or redemption provisions of the Certifi¬cates, or a reduction in the rate of interest thereon, or in the amount of the principal obligation thereof, or affecting the obligation of the Issuer to pay the principal of and the interest on the Certificates as the same shall come due from the revenues appro¬priated, 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 the Owners of the Certificates.
SECTION 15. Recital of Regularity. This Governing Authority having investi¬gated the regularity of the proceedings had in connection with the Certificates herein authorized and having determined the same to be regular, the Certificates shall contain the following recital, to wit:
"It is certified that this Certif¬i¬cate is authorized by and is issued in conformity with the requirements of the Constitution and statutes of this State."
SECTION 16. Effect of Registration. The Issuer, the Paying Agent, and any agent of either of them may treat the Owner in whose name any Certificate is regis¬tered as the Owner of such Certificate for the purpose of receiv¬ing payment of the principal (and redemption price) of and interest on such Certificate and for all other purposes whatsoev¬er, 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.
SECT¬ION 17. Notices to Owners. Wherever this Resolution pro¬vides for notice to the Owners 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 at the address of such Owner as it appears in the Certificate 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 Owners 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.
SECTION 18. Cancellation of Certificates. All Certif¬icates surrendered for payment shall be prompt¬ly canceled by either the Paying Agent or the Issuer. All canceled Certificates held by the Paying Agent shall be disposed of as directed in writing by the Issuer.
SECTION 19. Mutilated, Destroyed, Lost or Stolen Certificates. If (1) any mutilated Certifi¬cate is surrendered to the Paying Agent, or the Issuer and the Paying Agent receive evidence to their satisfac¬tion of the destruction, loss or theft of any Certificate, and (2) there is delivered to the Issuer and the Paying Agent such security or indemnity as may be required by them to save each of them harm¬less, then, in the absence of notice to the Issuer or the Paying Agent that such Certificate has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Paying Agent shall register and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Certificate, a new Certificate of the same maturity and of like tenor, interest rate and principal amou¬nt, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost or stolen Certificate has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Certificate, pay such Certificate. Upon the issuance of any new Certificate under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith. Every new Certificate issued pursuant to this Section in lieu of any mutilated, de¬stroyed, lost or stolen certificate shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilat¬ed, destroyed, lost or stolen Certificate shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with any other Outstanding Certificates. Any additional procedures set forth in the Agree¬ment, authorized in this Resolution, shall also be available with respect to any mutilated, de¬stroyed, lost or stolen Certificate. The provi¬sions 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, de¬stroyed, lost or stolen Certificate.
SEC¬TION 20. Discharge of Resolution; Defeasance. If the Issuer shall pay or cause to be paid, or there shall other¬wise be paid to the Owner, the principal of and interest on the Certifi¬cates, 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 cove¬nants, agree¬ments, 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.
Certificates 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 maturi¬ty 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.
SECTION 21. Successor Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifica¬tions hereinafter described for the perfor¬mance of the duties hereunder for the Certificates. The designa¬tion 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 resolutions 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 exer¬cise trust powers, and subject to supervi¬sion or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropri¬ate Agree¬ment with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signa¬tures of said officers on such Agreement to be conclu¬sive evi¬dence of the due exercise of the authority granted hereunder.
SECTION 22. Covenants and Certificates Relating to the QZAB Code Provision and QZAB Regulations. The School Board hereby certifies that it is a local educational agency as defined in Section 9101 of the Elementary and Secondary Education Act of 1965 and that the Qualified Zone Academy identified in Appendix C provides education or training below the post-secondary level. The School Board further certifies that:
(i) the Qualified Zone Academy was designed in cooperation with business to enhance the academic curriculum, increase graduation and employment rates and better prepare students for the rigors of college and the increasingly complex workforce,
(ii) students in the Qualified Zone Academy will be subject to the same academic standards and assessments as other students educated by the School System,
(iii) the Comprehensive Education Plan is approved by the School Board,
(iv) either (a) the public schools identified in Appendix C are located in empowerment zones or enterprise communities or (b) there is a reasonable expectation that, as of the date of issuance of the Certificates, at least thirty-five percent (35%) of the students attending the public schools so identified or participating in the QZAB Academy will be eligible for free or reduced-cost lunches under the school lunch program established under the Richard B. Russell National School Lunch Act,
(v) at least ninety-five percent (95%) of the proceeds of the Certificates will used for Qualified Purposes constituting (a) the rehabilitation or repair of the public school facility in which the Qualified Zone Academy is established, (b) equipment for use in the Qualified Zone Academy, (iii) expenditures to develop course materials for education provided at the Qualified Zone Academy, or (iv) expenditures to train teachers and other personnel of the School System in the Qualified Zone Academy, and
(vi) Qualified Contributions committed pursuant to Qualified Contribution Agreements have been or will be received and will have a present value (as of the Date of Issuance) of not less than ten percent (10%) of the proceeds of the Certificates.
SECTION 23. 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 required by Section 1397E(g) of the QZAB Code Provision, with respect to the proceeds of the Certificates.
SECTION 24. Authorization and Approval of the Qualified Contribution Agreement and Qualified Contribution. The School Board hereby approves the form of the Qualified Contribution Agreement attached as Exhibit "B" hereto by and between the School Board and the Qualified Contributor to evidence the written commitment that Qualified Contributions have been received and/or committed in connection with the Qualified Zone Academy.
SECTION 25. Disclosure Under SEC Rule 15c2-12. 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 Certificates 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 Certificates are being sold to only one financial institution(i.e., no more than thirty-five persons), which (i) have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment in the Certificates and (ii) are not purchasing the Certificates for more than one account or with a view to distributing the Certificates.
SECTION 26. Designation as Qualified Zone Academy Bond. In accordance with the requirement of Section 1397E(d)(1)(C)(i) of the Code, the Issuer hereby designates the Certificate as a Qualified Zone Academy Bond.
SECTION 27. Publication. A copy of this Resolution shall be published immediately in one (1) issue of the official journal of the Issuer.
SECTION 28. Award of Certificates. The Issuer hereby accepts the offer of the Purchaser to purchase the Certificates, attached as Exhibit "A" hereto. All of the provisions of said offer attached as Exhibit A hereto are agreed to and incorporated herein by reference. The Certificates shall be delivered to the Purchas¬er upon the payment of the principal amount thereof.
SECTION 29. Severability; Application of Subsequently Enacted Laws. In case any one or more of the provisions of this Resolution or of the Certificates 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 Certificates, but this Resolution and the Certificates shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitu¬tional or statutory provi¬sions enacted after the date of this Resolution which vali¬date or make legal any provision of the Resolution and/or the Certificates which would not otherwise be valid or legal, shall be deemed to apply to this Resolution and to the Certificates.
SECTION 30. Section Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.
SECTION 31. Effective Date. This Resolution shall become effective immediately.
This resolution having been submitted to a vote, the vote thereon was as follows:
Member Yea Nay Absent Abstaining

Eddie Ray Bryan x _____ _____ _____
Ronnie Hatton x _____ _____
Jesse Young x _____ _____
Richard Kelly x _____ _____
Louise Johnson x _____ _____
Tim Eubanks x _____ _____
Dorothy Brown x _____ _____

And the resolution was declared adopted on this, the 1st day of October, 2007.
/s/ Lanny Johnson /s/ Eddie Ray Bryan
Secretary President

EXHIBIT A
COMMITMENT LETTER
EXHIBIT B
FORM OF QUALIFIED CONTRIBUTION AGREEMENT
EXHIBIT C
CREDIT RATE
APPENDIX A
COMPREHENSIVE EDUCATION PLAN
FOR
QUALIFIED ZONE ACADEMY BOND
FRANKLIN PARISH SCHOOL BOARD
APPENDIX B
QUALIFIED PURPOSES
APPENDIX C
LIST OF PUBLIC SCHOOLS AND/OR
ACADEMIC PROGRAMS
STATE OF LOUISIANA
PARISH OF FRANKLIN
I, the undersigned Secretary of the Parish School Board of the Parish of Franklin, State of Louisiana, acting as the governing authority of Franklin Parish School District of the Parish of Franklin, State of Louisiana (the (Issuer() do hereby certify that the foregoing ______ (___) pages constitute a true and correct copy of a resolution adopted by the Parish School Board on October 1, 2007, providing for the incurring of debt and issuance of Three Million Nine Hundred Thirty Three Thousand Six Hundred Dollars ($3,933,600) of Limited Tax Certificates of Indebtedness, Series 2007B, of Franklin Parish School District of the Parish of Franklin, State of Louisi¬ana; prescrib¬ing the form, terms and condi¬tions thereof and provid¬ing for the pay¬ment thereof; awarding such Certifi¬cates to the pur¬chasers thereof; and providing for other mat¬ters in connection therewith.
IN FAITH WHEREOF, witness my official signature and the impress of the official seal of said Issuer on this, the 1st day of October, 2007.

____________________________________
Secretary
(SEAL)
10/10 1tb
The following resolution was offered by Mrs. Louise Johnson and seconded by Mr. Jesse Young:¬

RESOLUTION

A resolution authorizing the issuance of Seven Million Fifty Thousand Dollars ($7,050,000) of Revenue Bonds (Taxable QZAB), Series 2007, of the Parish School Board of the Parish of Franklin, State of Louisiana; prescrib¬ing the form, terms and conditions of such Bonds and provid¬ing for the payment thereof; autho¬rizing an agreement with the Paying Agent; and providing for other matters in connec¬tion therewith.
WHEREAS, the Parish School Board of the Parish of Franklin, State of Louisiana (the "Issuer"), is now levying and collecting a special one-half of one percent (1/2%) sales and use tax (the "Tax") pursuant to an election held in the Parish of Franklin, State of Louisiana (the "Parish")on May 5, 2007, at which election the following proposition was approved by a majority of the qualified electors voting at such election, viz:
SALES TAX PROPOSITION
SUMMARY: 1/2% SALES AND USE TAX FOR 10 YEARS FOR CONSTRUCTING, IMPROVING AND/OR RENOVATING SCHOOLS AND SCHOOL-RELATED FACILITIES IN FRANKLIN PARISH.
Shall the Parish School Board of the Parish of Franklin, State of Louisiana (the "School Board"), be authorized to levy and collect a tax of one-half of one per cent (1/2%) (the "Tax"), for a period of ten (10) years from the date of the first levy, upon the sale at retail, the use, the lease or rental, the consumption, and the storage for use or consumption of tangible personal property and on sales of services in Franklin Parish (the "Parish"), all as defined by law (an estimated $940,000 reasonably expected at this time to be collected from the levy of the tax for an entire year) with the proceeds of the Tax (after paying the reasonable and necessary costs and expenses of collecting and administering the Tax), to be dedicated and used for the purpose of constructing, improving and/or renovating schools and school related facilities in the Parish?
WHEREAS, pursuant to the authority of the aforesaid election, the Issuer adopted an ordinance on May 14, 2007 (the "Tax Ordinance"), providing for the levy and collection of the Tax; and
WHEREAS, in accordance with the provisions of the Tax Ordinance, the net avails or proceeds of the Tax (after the reasonable and necessary costs and expenses of the collection and administration thereof have been paid therefrom) shall be available for appropriation and expendi¬ture by the Issuer for the purposes designated in the proposition authorizing the levy of the Tax; and
WHEREAS, the Issuer desires to incur debt and issue its Revenue Bonds (Taxable QZAB), Series 2007, in the principal amount of Seven Million Fifty Thousand Dollars ($7,050,000) (the "Bonds"), payable specifically from a pledge and dedication of the net avails or proceeds of the special one-half of one percent (1/2%) sales and use tax now being levied and collected, all in accordance with Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, for constructing, improving and/or renovating schools and school related facilities in the Parish (limited, however, to rehabilitating or repairing schools and school related facilities and purchasing equipment with respect to any series of Bonds constituting QZAB obligations), and paying costs of issuance of the Bonds; and
WHEREAS, other than the Bonds herein authorized, the Issuer has no outstanding bonds or other obligations of any kind or nature payable from or enjoying a lien on the Tax herein pledged; and
WHEREAS, the maturities of the hereinafter described Bonds have been arranged so that the total amount of principal falling due in any year on the Bonds will never exceed 75% of the revenues of the Tax estimated to be received by the Issuer in the year in which the Bonds are issued (which tax proceeds are hereby estimated to be at least $1,083,000); and
WHEREAS, it is now desired to fix the details necessary with respect to the issuance of the Bonds, and to provide for the authorization and issuance thereof, as hereinafter provided; and
WHEREAS, it is the further desire of the Issuer to provide for the sale of the Bonds to the Purchaser (hereinafter defined) at the price and in the manner hereinaf¬ter provid¬ed; and
WHEREAS, the Issuer further desires to qualify said Bonds under Section 1397E of the Internal Revenue Code of 1986, as amended, such that an Eligible Taxpayer (herein defined) holding the Bonds on a Credit Allowance Date (herein defined) may be allowed a tax credit against federal income tax imposed on such Eligible Taxpayer for the taxable year that includes the Credit Allowance Date, in an amount equal to the Credit Rate (herein defined) multiplied by the face amount of Bonds held by an Eligible Taxpayer on the Credit Allowance Date; and
WHEREAS, Section 1397E (d) of the Code requires an issuer to (i) designate the Qualified Zone Academy with respect to which proceeds of Bonds designated as Qualified Zone Academy Bonds are to be used, (ii) specify the qualified purpose(s) for which proceeds of Bonds designated as Qualified Zone Academy Bonds are to be used, and (iii) certify that a private business contribution requirement has been satisfied;
NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of the Parish of Franklin, State of Louisiana, acting as the governing authority of the Parish of Franklin, State of Louisiana, for school purposes; and
SECTION 1. 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.
"Agreement" means the agreement to be entered into between the Issuer and the Paying Agent pursuant to this Bond Resolution.
"Bond" or "Bonds" means the Revenue Bonds (Taxable QZAB), Series 2007, of the Issuer issued by this Bond Resolution in the total aggregate principal amount of Seven Million Fifty Thousand Dollars ($7,050,000), and any bond of said issue, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any previously issued.
"Bond Register" means the registration books of the Paying Agent in which registration of the Bonds and transfers of the Bonds shall be made as provided herein.
"Bond Resolution" means this resolution authorizing the issuance of the Bonds.
"Bond Year" means the one year period ending on October 19 of each year, the principal payment date for the Bonds.
"Business Day" means a day of the year on which banks located in the cities in which the principal corporate trust offices of the Paying Agent are located are not required or authorized to remain closed and on which the New York Stock Exchange is not closed.
"Code" means the Internal Revenue Code of 1986, as amended.
"Comprehensive Education Plan" means the program described in Appendix A which has been designed by the School System in cooperation with business for the Qualified Zone Academy to enhance the academic curriculum, increase graduation and employment rates, and better prepare students for the rigors of college and the increasingly complex workplace.
"Credit Allowance Date" means with respect to the Bonds, the last day of the one year period beginning on the Date of Issuance and the last day of each successive one year period thereafter.
"Credit Rate" means the rate designated on the date of closing as evidenced by Exhibit "C" hereto.
"Date of Issuance" means the date the Issuer receives payment for the Bonds.
"Eligible Taxpayer" means (a) a bank within the meaning of Section 581 of the Code, (b) an insurance company to which subchapter L of the Code applies and (c) a corporation actively engaged in the business of lending money.
"Executive Officers" means collectively the President and the Secretary of the Parish School Board of the Parish of Franklin, State of Louisiana.
"Fiscal Year" means the twelve-month accounting period commencing on the first day of July or any other twelve-month accounting period determined by the Governing Authority as the fiscal year of the Issuer.
"Governing Authority" means the Parish School Board of the Parish of Franklin, State of Louisiana.
"Government Securities" means direct obligations of, or obligations the principal of and interest on which are uncondition¬ally guaranteed by, the United States of America, which are non callable prior to the respective maturities of the Bonds and may be United States Treasury Obligations such as the State and Local Government Series and may be in book entry form.
"Interest Payment Dates" means April 19 and October 19 of each year, commencing April 19, 2008.
"Issuer" means the Parish School Board of the Parish of Franklin, State of Louisiana.
"Outstanding" when used with respect to Bonds means, as of the date of determina¬tion, all Bonds theretofore issued and delivered under this Bond Resolution, except:
(a) Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancellation;
(b) Bonds for whose payment or redemption sufficient funds have been theretofore deposited with the Paying Agent in trust for the Owners of such Bonds as provided in Section 20; provided that, if such Bonds are to be redeemed, irrevocable notice of such redemption has been duly given or provided for pursuant to this Bond Resolution, to the satisfaction of the Paying Agent, or waived;
(c) Bonds in exchange for or in lieu of which other Bonds have been registered and delivered pursuant to this Bond Resolution; and
(d) Bonds alleged to have been mutilated, destroyed, lost or stolen which have been paid as provided in this Bond Resolution.
"Owner" or "Owners" when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register.
"Parish" means the Parish of Franklin, State of Louisiana.
"Paying Agent" means Regions Bank, in the City of Baton Rouge, Louisiana, ¬until a successor Paying Agent shall have become such pursuant to the applicable provisions of this Bond Resolution, and thereafter Paying Agent shall mean such successor Paying Agent.
"Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorpo¬rated organization, or government or any agency or political subdivision thereof.
"Private Contributor" means National Education Foundation, the private entity executing the Qualified Contribution Agreement and making a Qualified Contribution.
"Purchaser" means Regions Bank, of Monroe, Louisiana, ¬the original purchaser of the Bonds, and its successors, assigns and transferees.
"Qualified Contribution Agreement" means the agreement by that name attached as Exhibit "B" hereto by and between the School Board and the Private Contributor providing for a Qualified Contribution in accordance with the QZAB Code Provision.
"Qualified Contribution" means any contribution identified in the Qualified Contribution Agreement.
"Qualified Purposes" means the purposes identified in Appendix B hereto for which at least ninety-five percent (95%) of the proceeds of the Bonds must be expended which must involve one or more of the following:
(a) rehabilitating or repairing the public school facility in which the Qualified Zone Academy is established,
(b) providing equipment for use at such Qualified Zone Academy,
(c) developing course materials for education to be provided at such Qualified Zone Academy, or
(d) training teachers and other school personnel in such Qualified Zone Academy.
"Qualified Zone Academy" means the public schools identified and/or academic programs identified in Appendix C and/or certified by the Superintendent of the School System as satisfying the requirements of the QZAB Code Provision and the QZAB Regulations which will be subject to the Comprehensive Education Plan.
"QZAB Code Provision" means Section 1397E of the Code.
"QZAB Regulations" means Section 1.1397E-1 of the Treasury Regulations at 26 CFR Part 1.
"Qualified Investments" shall mean the following, provided that the same are at the time legal for investment of the Issuer's funds and, if required by law, are secured at all times by collateral described in clause (A) below:
(A) Government Securities, including obligations of any of the Federal agencies set forth in clause (B) below to the extent unconditionally guaranteed by the United States of America and any certificates or any other evidences of an ownership interest in obligations or in specified portions thereof (which may consist of specified portions of the interest thereon) of the character described in this clause (A) such as those securities commonly known as CATS, TIGRS and/or STRIPS;
(B) bonds, debentures or other evidences of indebtedness issued by the Private Export Funding Corporation, Federal Home Loan Bank System, Federal Home Loan Mortgage Corporation, Federal National Mortgage Association and Student Loan Marketing Association;
(C) certificates of deposit, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of the State or any national banking association having its principal office in the State (including the Paying Agent or the Escrow Agent) which is a member of the Federal Deposit Insurance Corporation and which are secured at all times by collateral described in clause (A) above;
(D) certificates of deposit, savings accounts, deposit accounts or money market deposits of any bank or trust company organized under the laws of the State or any national banking association having its principal office in the State (including the Paying Agent and the Escrow Agent) which are fully insured by the Federal Deposit Insurance Corporation; and
(E) the Louisiana Asset Management Pool (LAMP).
"Revenues of the Tax" shall mean the avails or proceeds of the Issuer's one-half of one percent (1/2%) sales and use tax authorized at the election held within the corporate boundaries of the Parish on May 5, 2007, which revenues are authorized to be funded into bonds under the Act and are pledged to the payment of the Bonds as herein provided.
"School System" means the Franklin School Board System.
"Superintendent" means the Superintendent of the Franklin Parish School Board.
"Tax" shall mean the one-half of one percent (1/2%) sales and use tax being levied and collected by the Issuer pursuant to an election held within the corporate boundaries of the Parish on May 5, 2007 and the Tax Ordinance.
"Tax Ordinance" means the tax ordinance adopted by the Issuer on May 14, 2007, providing for the levy and collec¬tion of the Tax.
SECTION 2. Authorization of Bonds. In compli¬ance with and under the authority of the Act, and other constitu¬tional and statutory authority, and the Tax having been authorized at an election held within the corporate boundaries of the Parish on May 5, 2007, there is hereby authorized the incurring of an indebted¬ness of Seven Million Fifty Thousand Dollars ($7,050,000) for, on behalf of and in the name of the Issuer, for rehabilitating or repairing schools and school related facilities and purchasing equipment for the Issuer, and paying costs of issuance of the Bonds, and to represent the said indebtedness, the Issuer does hereby authorize the issuance of Seven Million Fifty Thousand Dollars ($7,050,000) of its Revenue Bonds (Taxable QZAB), Series 2007. The Bonds shall be in fully registered form, shall be dated the date of delivery thereof, shall be issued in denominations corresponding to the principal amount of each maturity (one Bond per maturity) and shall be numbered from R 1 upward. 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, payable on each Interest Payment Date, commencing April 19, 2008, at the rate of 1.25% per annum and shall become due and payable and mature serially on October 19 of the years and in the amounts, as follows:
BOND PRINCIPAL
NUMBER MATURING YEAR
R-1 2008 $666,000
R-2 2009 675,000
R-3 2010 683,000
R-4 2011 692,000
R-5 2012 700,000
R-6 2013 709,000
R-7 2014 718,000
R-8 2015 727,000
R-9 2016 736,000
R-10 2017 744,000

The principal of the Bonds upon maturity or redemption, subject to Section 3 below, shall be payable at the principal office of the Paying Agent, upon presentation and surrender thereof, and interest on the Bonds shall be payable by check of the Paying Agent mailed by the Paying Agent to the Owner (determined as of the close of business on the Record Date) at the address shown on the Bond Register. Each Bond delivered under this Bond Resolution upon transfer of, in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond, and each such Bond shall bear interest (as herein set forth) so neither gain nor loss in interest shall result from such transfer, exchange or substitution.
SECTION 3. Redemption of Bonds. The Bonds are not subject to optional redemption by the Issuer prior to their stated dates of maturity; however, (i) in the event the Internal Revenue Service issues a ruling notice or final determination affecting the tax credits against Federal income tax imposed on the Purchaser, its successors or assigns, as a result of a breach or inaccuracy of any covenants or representations of the Issuer in connection with the financing, the Issuer shall use its best efforts to refund the outstanding Bonds at the earliest possible date in accordance with Section 15 or otherwise, and (ii) to the extent that less than 95 percent of the proceeds of the Bonds are expended by the close of the 5-year period beginning on the date of issuance of the Bonds (or if an extension of such expenditure period has been received by the Issuer from the Secretary of the 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.
SECTION 4. Registration, Transfer and Exchange of Bonds . The Issuer shall cause the Bond Register to be kept at the principal office of the Paying Agent. The Bonds may be trans¬ferred, 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 in an authorized denomination of the same maturity and like principal.
SECTION 5. The Bonds and the endorse¬ments to appear thereon shall be in substantially the following forms, respective¬ly, to wit:
[FORM OF BOND]
No. R-____ Principal Amount $________

UNITED STATES OF AMERICA
STATE OF LOUISIANA
PARISH OF FRANKLIN

REVENUE BOND, (TAXABLE QZAB),
SERIES 2007
OF THE
PARISH SCHOOL BOARD OF THE
PARISH OF FRANKLIN, STATE OF LOUISIANA

Bond Maturity Date of Credit Allowance Credit Interest
Date Date Issuance Date Rate Rate
10/19/07 10/19/__ 10/19/07 __/__/__ _____% 1.25%

The Parish School Board of the Parish of Franklin, State of Louisiana (the "Issuer"), promis¬es to pay, but solely from the source and as hereinafter provided, to:

REGIONS BANK

or registered assigns, on the Maturity Date set forth above, the Principal Amount 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, payable on April 19 and October 19 of each year, commenc¬ing April 19, 2008 (each an "Interest Payment Date"), at the Inter¬est Rate per annum set forth above until said Principal Amount is paid. The principal of this Bond, upon maturity or redemption, subject to the provisions of Section 3 of the Bond Resolution, ¬is payable in lawful money of the United States of America at the principal office of Regions Bank, in Baton Rouge, Louisiana, ¬¬or successor thereto (the "Paying Agent"), upon presentation and surrender hereof. Interest on this Bond is payable by check mailed by the Paying Agent to the registered owner (deter¬mined as of the close of business on the 15th calendar day of the month next preced¬ing each Interest Payment Date) at the address as shown on the registra¬tion books of the Paying Agent.

THIS BOND CONSTITUTES A QUALIFIED ZONE ACADEMY BOND WITHIN THE MEANING OF SECTION 1397E OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"). AN ELIGIBLE TAXPAYER IS ENTITLED TO A TAX CREDIT AGAINST FEDERAL INCOME TAX IMPOSED ON SUCH ELIGIBLE TAXPAYER FOR THE TAXABLE YEAR THAT INCLUDES THE CREDIT ALLOWANCE DATE. THE TAX CREDIT UNDER SAID SECTION 1397E IS EQUAL TO THE CREDIT RATE SPECIFIED HEREON MULTIPLIED BY THE PRINCIPAL AMOUNT OF THE CERTIFICATE HELD BY AN ELIGIBLE TAXPAYER ON THE CREDIT ALLOWANCE DATE. AN ELIGIBLE TAXPAYER IS DEFINED UNDER THE CODE TO MEAN (A) A BANK WITHIN THE MEANING OF SECTION 581 OF THE CODE, (B) AN INSURANCE COMPANY TO WHICH SUBCHAPTER L OF THE CODE APPLIES, AND (C) A CORPORATION ACTIVELY ENGAGED IN THE BUSINESS OF LENDING MONEY.
This Bond is one of an authorized issue aggregating in principal the sum of Seven Million Fifty Thousand Dollars ($7,050,000) (the "Bonds"), all of like tenor and effect except as to number, denomination, and maturity, said Bonds having been issued by the Issuer pursuant to a resolution adopted on October 1, 2007 (the "Bond Resolution"), for rehabilitating or repairing schools and school related facilities and purchasing equipment for the Issuer, and paying costs of issuance of the Bonds, under the authority conferred by Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitu¬tional and statutory authority, pursuant to all require¬ments therein speci¬fied, including the authorization of a majority of the qualified electors voting at an election held on May 5, 2007, the results of which election have been duly promulgated in accor¬dance with law.
The Bonds are not subject to optional redemption by the Issuer prior to their stated dates of maturity; however, (i) in the event the Internal Revenue Service issues a ruling notice or final determination affecting the tax credits against Federal income tax imposed on the Purchaser, its successors or assigns, as a result of a breach or inaccuracy of any covenants or representations of the Issuer in connection with the financing, the Issuer shall use its best efforts to refund the outstanding Bonds at the earliest possible date in accordance with Section 15 of the Bond Resolution or otherwise, and (ii) to the extent that less than 95 percent of the proceeds of the Bonds are expended by the close of the 5-year period beginning on the date of issuance of the Bonds (or if an extension of such expenditure period has been received by the Issuer from the Secretary of the 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.
The Issuer shall cause to be kept at the principal 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 Bond Resolution. This Bond may be transferred, registered and assigned only on the Bond Register, and such registra¬tion 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.
This Bond and the issue of which it forms a part are payable solely from and secured specifically by an irrevocable pledge and dedication of the avails or proceeds (the "Revenues of the Tax") of the special one-half of one percent (1/2%) sales and use tax now being levied and collected by the Issuer, pursuant to Article VI, Section 29 of the Constitution of the State of Louisiana of 1974, and other constitu¬tional and statutory authority, said tax being authorized by an election held therein on May 5, 2007 (the "Tax"), subject only to the prior payment of the reasonable and necessary costs and expenses of collecting and administering the Tax. This Bond constitutes a borrowing solely upon the credit of the Revenues of the Tax received by the Issuer and does not constitute an indebtedness or pledge of the general credit of the Issuer within the meaning of any constitu¬tional or statutory provisions relating to the incurring of indebtedness. The Issuer has covenanted and agreed and does hereby covenant and agree to continue to levy the Tax and not to discon¬tinue or decrease or permit to be discontinued or decreased the Tax in anticipation of the collection of which this Bond and the issue of which it forms a part have been issued, nor in any way make any change which would diminish the amount of said Revenues of the Tax pledged to the payment of the Bonds, until all of the Bonds have been paid in principal and interest. For a complete statement of the revenues from which and conditions under which this Bond is issued, reference is hereby made to the Bond Resolu¬tion.
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 Bond 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 is 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 and the issue of which it forms a part necessary 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 and the issue of which it forms a part, does not exceed any limitation prescribed by the Constitution and statutes of the State of Louisiana.
IN WITNESS WHEREOF, the Parish School Board of the Parish of Franklin, State of Louisiana, has caused this Bond to be executed in its name by the manual or facsimile signatures of its President and attested by its Secretary and its ¬corporate seal to be impressed hereon.
PARISH SCHOOL BOARD OF THE PARISH OF FRANKLIN, ¬¬STATE OF LOUISIANA
Secretary President

(SEAL)

* * * * * *

(FORM OF SECRETARY OF STATE ENDORSEMENT)

OFFICE OF SECRETARY OF STATE
STATE OF LOUISIANA
BATON ROUGE

Incontestable. Secured by a pledge and dedi¬cation of proceeds of a sales and use tax in the Parish of Franklin, State of Louisiana. Registered this _____ day of October, 2007.

______________________________
Secretary of State

* * * * * *

(FORM OF PAYING AGENT'S CERTIFICATE OF REGISTRATION)

This Bond is one of the Bonds referred to in the within mentioned Bond Resolution.

Regions Bank
Baton Rouge, Louisiana
as Paying Agent

Date of Registration: October 19, 2007 By:
Authorized Officer

* * * * * * *

(FORM OF ASSIGNMENT)

FOR VALUE RE¬CEIVED, 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 assign¬ment must corre¬spond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlarge¬ment or any change whatever.

SECTION 6. Execution of Bonds. The Bonds shall be signed by the Executive Officers for, on behalf of, in the name of the Issuer and under the corporate seal of the Issuer, which signatures may be either manual or facsimile.
SECTION 7. Registration of Bonds by Secretary of State. The Bonds shall be registered with the Secretary of State of Louisiana as provided by law and shall bear the endorsement of the Secretary of State of Louisiana in substantially the form set forth herein, provided such endorsement shall be manually signed only on the Bonds initially delivered to the Purchaser; any bonds subsequently exchanged therefor as permitted in this Bond Resolu¬tion may bear the facsimile signature of said Secretary of State.
SECTION 8. Recital of Regularity. This Governing Authority, having investigated the regularity of the proceedings had in connection with this issue of Bonds, 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 re¬quirements of the Constitution and statutes of this State."
SECTION 9. Pledge of Revenues of the Tax. The Bonds shall be secured by and payable in principal solely and specifically from an irrevocable pledge and dedication of the avails or proceeds of the Tax, after there have first been paid from the gross avails or proceeds of the Tax the reasonable and necessary costs and expenses of collecting and administering the Tax, all as more fully provided in the Tax Ordinance. Said net avails or proceeds be and they are hereby irrevocably and irrepeal¬ably pledged and dedicated in an amount sufficient for the payment of the Bonds in principal as they shall respectively become due and payable, and for the other purposes hereinafter set forth in this Bond Resolution. In compliance with the Tax Ordinance, all of the Revenues of the Tax shall be set aside in a separate fund , as herein provided, and shall be and remain pledged for the security and payment of the Bonds and any additional parity bonds issued pursuant to the Bond Resolution in principal and for all other payments provided for in this Bond Resolution until the Bonds shall have been fully paid and discharged.
SECTION 10. Flow of Funds. The Issuer hereby obligates itself to continue to levy and collect the Tax ¬and not to discontinue or decrease or permit to be discontin¬ued or decreased the Tax in anticipation of the collection of which the Bonds have been issued, nor in any way make any change which would diminish the amount of the Revenues of the Tax to be received by the Issuer until all of the Bonds have been paid as to principal. In order that the principal of the Bonds will be paid in accordance with their terms and for the other objects and purposes hereinafter provided, the Issuer further covenants as follows:
In compliance with the Tax Ordinance, all of the avails or proceeds derived from the levy and collection thereof shall be deposited daily as the same may be collected in a separate and special bank account to be established and maintained with the regularly designated fiscal agent of the Issuer and designated as the "Sales Tax Fund" (hereinafter called the "Sales Tax Fund"). The Sales Tax Fund shall constitute a dedicated fund of the Issuer, from which appropriations and expenditures by the Issuer shall be made solely for the purposes designated in the proposition authorizing the levy of the Tax, including the payment of the Bonds and any Additional Parity Bonds.
Out of the funds on deposit in the Sales Tax Fund, the Issuer shall first pay all reasonable and necessary costs and expenses of collection and administration of the Tax. After payment of such costs and expenses, the remaining balance of the proceeds of the Tax shall be administered and used for the following express purposes:

(i) The establishment and maintenance of a "Sales Tax Bond Sinking Fund" (hereinafter called the "Sinking Fund") with the regularly designated fiscal agent bank of the Issuer, sufficient in amount to pay promptly and fully the principal of and interest on the Bonds, and any Additional Parity Bonds, in the manner provided by the Bond Resolution, as they severally become due and payable, by transferring from the Sales Tax Fund, monthly, on or before the 20th day of each month of each year, a sum equal to the pro-rata amount of the principal and/or interest falling due on the Bonds and any Additional Parity Bonds on the next principal and/or interest payment date, together with such additional proportionate sum as may be required to pay said principal and/or interest as the same respectively become due. Said fiscal agent shall transfer or cause to be transferred from the Sinking Fund to the paying agent bank or banks for all bonds payable from the Sinking Fund at least three (3) days in advance of the date on which payment of principal and/or interest falls due, funds fully sufficient to pay promptly the principal so falling due on such date.
All or any part of the moneys in the Sinking Fund shall at the written request of the Issuer be invested in Qualified Investments, in which event all income derived from such investments shall be added to the Sales Tax Fund and such investments shall, to the extent at any time necessary, be liquidated and the proceeds thereof applied to the purposes for which the Sales Tax Fund was created.
All moneys remaining in the Sales Tax Fund on the 20th day of each month and after making the required payments into the Sinking Fund for the current month and for prior months during which the required payments may not have been made, shall be considered as surplus. Such surplus may be used by the Issuer for any of the purposes for which the Tax is authorized.
SECTION 11. Issuer Obligated to Continue to Collect Tax. The Issuer does hereby obligate itself and is bound under the terms and provisions of law to levy, impose, enforce and collect the Tax and to provide for all reasonable and necessary rules, regulations, procedures and penalties in connection therewith, including the proper application of the proceeds of the Tax, until all of the Bonds have been retired as to principal. Nothing herein contained shall be construed to prevent the Issuer from altering, amending or repealing from time to time as may be necessary this Bond Resolu¬tion or any subsequent resolution providing with respect to the Tax, said alterations, amendments or repeals to be condi¬tioned upon the continued preservation of the rights of the Owners with respect to the Revenues of the Tax. The Tax Ordinance imposing the Tax and pursuant to which the Tax is being levied, collected and allocat¬ed, and the obliga¬tions to continue to levy, collect and allocate the Tax and to apply the revenues therefrom in accordance with the provisions of this Bond Resolution, shall be irrevocable for the full period of its authorization until the Bonds have been paid in full as to principal and shall not be subject to amendment in any manner which would impair the rights of the Owners from time to time of the Bonds or which would in any way jeopardize the prompt payment of principal thereof.
The Owners of any of the Bonds may, either at law or in equity, by suit, action, mandamus or other proceeding, enforce and compel performance of all duties required to be performed as a result of issuing the Bonds and may similarly enforce the provi¬sions of any resolution or ordinance imposing the Tax and the Bond Resolution and proceedings authorizing the issuance of the Bonds.
SECTION 12. Covenants of the Issuer. In providing for the issuance of the Bonds, the Issuer does hereby covenant that it has a legal right to levy and collect the Tax, to issue the Bonds and to pledge the Revenues of the Tax as herein provided, and that the Bonds will have a lien and privilege on the revenues of the Tax, subject only to the prior payment of the reasonable and necessary costs and expenses of administering and collecting the Tax.
SECTION 13. Bonds Legal Obligations. The Bonds shall constitute legal, binding and valid obliga¬tions of the Issuer, and its successors in office, and shall be the only representation of the indebted¬ness as herein authorized and created.
SECTION 14. Bond Resolution a Contract. The provisions of this Bond Resolu¬tion shall constitute a contract between the Issuer and the Owner or Owners from time to time of the Bonds, and any Owner of any of the Bonds may either 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 Issuer as a result of issuing the Bonds, and may similarly enforce the provisions of the Tax Ordinance imposing the Tax and this Bond Resolution.
SECTION 15. Records and Accounts Relating to Tax. So long as any of the Bonds are outstanding and unpaid in principal, the Issuer shall maintain and keep proper books of records and accounts separate and apart from all other records and accounts in which shall be made full and correct entries of all transactions relating to the collection and expenditure of the Revenues of the Tax, including specifically but without limitation, all reasonable and necessary costs and expenses of collec¬tion.
Not later than three (3) months after the close of each Fiscal Year, the Issuer shall cause an audit of such books and accounts to be made by the Legislative Auditor of the State of Louisiana (or his successor) or by a recognized independent firm of certified public accountants showing the receipts of and disburse¬ments made for the account of the Sales Tax Fund. Such audit shall be available for inspection upon request by the Owners of any of the Bonds. The Issuer further agrees that the Paying Agent and the Owners of any of the Bonds shall have at all reasonable times the right to inspect the records, accounts and data of the Issuer relating to the Tax.
SECTION 16. Issuance of Refunding and Additional Parity Bonds. All of the Bonds shall enjoy complete parity of lien on the Revenues of the Tax despite the fact that any of the Bonds may be delivered at an earlier date than any other of the Bonds. The Issuer shall issue no other bonds or obligations of any kind or nature payable from or enjoying a lien on the avails or proceeds of the Tax having priority over or parity with the Bonds, except that bonds may hereafter be issued on a parity with the Bonds under the following conditions:
(A)The Bonds herein authorized or any part thereof, including the interest thereon, may be refunded, and the refunding certificates 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 certificates 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 certificates 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 Sec¬tion).
(B) Additional bonds may be issued on and enjoy a full and complete parity with the Bonds with respect to the Tax, provided that the combined principal and interest requirements for any calendar year on the Bonds and the said additional bonds ¬¬may not exceed 75% of the revenues estimated to be realized from the levy of the Tax in the year in which such additional bonds are issued; it being provided, however, that the proceeds of said additional bonds ¬are to be expended only for the purposes for which the Tax is levied.
(C) Junior and subordinate bonds may be issued without restriction.
(D) 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 there¬with, unless the Owners waive such non-compliance or delinquency.
(E) The additional bonds must be payable as to principal on October 19th of each year, commencing not more than 2 years from the date thereof, and payable as to interest on April 19th and October 19th of each year.
SECTION 17. Fidelity Bonds for Officers and Employees. So long as any of the Bonds are outstand¬ing and unpaid, the Issuer shall require all of its officers and employees who may be in a position of authority or in possession of money derived from the collection of the Tax, to obtain or be covered by a blanket fidelity or faithful performance bond, or independent fidelity bonds written by a responsible indemnity company in amounts adequate to protect the Issuer from loss.
SECTION 18. Amendments to Bond Resolution. No material modification or amendment of this Bond 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 outstand¬ing; provided, however, that no such modification or amendment shall permit a change in the maturity of the Bonds or the redemption provisions thereof, or the promise of the Issuer to pay the principal on the Bonds as the same shall come due from the Revenues of the Tax, or reduce the percentage of owners required to consent to any material modifica¬tion or amendment of this Bond Resolution, without the consent of the Owner or Owners of the Bonds.
SECTION 19.Mutilated, Destroyed, Lost or Stolen Bonds. If (a) 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 (b) 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, 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 Bond Resolution equally and ratably with all other Outstanding Bonds. The procedures set forth in the Agreement authorized in this Bond Resolution shall also be available with respect to mutilated, destroyed, lost or stolen Bonds. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Bonds.
SECTION 20. Discharge of Bond Resolution. If the Issuer shall pay or cause to be paid, or there shall be paid to the Owners, the principal of the Bonds, at the times and in the manner stipulated in this Bond Resolution, then the pledge of the Tax or any other money, securities, and funds pledged under this Bond Resolution and all covenants, agreements, and other obligations of the Issuer to the Owners of 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 Bond Resolution to the Issuer.
SECTION 21. Defeasance. Bonds or interest install¬ments for the payment or redemp¬tion 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 maturi¬ty 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-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended, or any successor provisions thereto.
SECTION 22.Events of Default. If one or more of the following events (in this Bond Resolution called "Events of Default") shall happen, that is to say, (i) if default shall be made in the due and punctual payment of the principal of any Bond when and as the same shall become due and payable, whether at maturity or otherwise; or (ii) if default shall be made in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; or (iii) if default shall be made by the Issuer in the performance or observance of any other of the covenants, agreements or conditions on its part in the Bond Resolution, any supplemental ordinance or in the Bonds contained and such default shall continue for a period of forty five (45) days after written notice thereof to the Issuer by the Owners of not less than 25% of the Bond Obligation (as defined in the Bond Resolution); or (iv) if the Issuer shall file a petition or otherwise seek relief under any Federal or State bankruptcy law or similar law; then, upon the happening and continuance of any Event of Default the Owners of the Bonds shall be entitled to exercise all rights and powers for which provision is made under Louisiana law.
SECTION 23. Successor Paying Agent; Paying Agent Agreement. The Issuer will at all times maintain a Paying Agent meeting the qualifica¬tions hereinafter described for the perfor¬mance of the duties hereunder for the Bonds. The designa¬tion of the initial Paying Agent in this Bond 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 exer¬cise trust powers, and subject to supervi¬sion or examination by Federal or State authority. The Executive Officers are hereby authorized and directed to execute an appropri¬ate Agree¬ment with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signa¬tures of said officers on such Agreement to be conclusive evidence of the due exercise of the authority granted hereunder.
SECTION 24. 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 of on such Bond and for all other purposes whatsoever, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.
SECTION 25. Notices to Owners. Wherever this Bond 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 Bond 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 Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.
SECTION 26. Cancellation of Bonds. All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly cancelled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already cancelled, shall be promptly cancelled by the Paying Agent. The Issuer may at any time deliver to the Paying Agent for cancellation any Bonds previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly cancelled by the Paying Agent. All cancelled Bonds held by the Paying Agent shall be disposed of as directed in writing by the Issuer.
SECTION 27. Preparation of Bonds; Deposit of Bond 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 Bond Resolution, to cause the necessary Bonds to be printed or lithographed, to issue, execute, seal and deliver the Bonds, to effect the delivery of the Bonds in accordance with the sale thereof, to collect the purchase price therefor, and to deposit the funds derived from the sale of the Bonds in a special account with the regularly designated fiscal agent bank of the Issuer. The proceeds derived from the sale of the Bonds shall constitute a trust fund to be used exclusively for the purposes for which the Bonds are herein authorized to be issued, but the Purchaser of the Bonds shall not be obliged to see to the application thereof.
SECTION 28. Covenants and Certificates Relating to the QZAB Code Provision and QZAB Regulations. The School Board hereby certifies that it is a local educational agency as defined in Section 9101 of the Elementary and Secondary Education Act of 1965 and that the Qualified Zone Academy identified in Appendix C provides education or training below the post-secondary level. The School Board further certifies that:
(i) the Qualified Zone Academy was designed in cooperation with business to enhance the academic curriculum, increase graduation and employment rates and better prepare students for the rigors of college and the increasingly complex workforce,
(ii) students in the Qualified Zone Academy will be subject to the same academic standards and assessments as other students educated by the School System,
(iii) the Comprehensive Education Plan is approved by the School Board,
(iv) either (a) the public schools identified in Appendix C are located in empowerment zones or enterprise communities or (b) there is a reasonable expectation that, as of the date of issuance of the Bonds, at least thirty-five percent (35%) of the students attending the public schools so identified or participating in the QZAB Academy will be eligible for free or reduced-cost lunches under the school lunch program established under the Richard B. Russell National School Lunch Act,
(v) at least ninety-five percent (95%) of the proceeds of the Bonds will used for Qualified Purposes constituting (a) the rehabilitation or repair of the public school facility in which the Qualified Zone Academy is established, (b) equipment for use in the Qualified Zone Academy, (iii) expenditures to develop course materials for education provided at the Qualified Zone Academy, or (iv) expenditures to train teachers and other personnel of the School System in the Qualified Zone Academy, and
(vi) Qualified Contributions committed pursuant to Qualified Contribution Agreements have been or will be received and will have a present value (as of the Date of Issuance) of not less than ten percent (10%) of the proceeds of the Bonds.
SECTION 29. 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 required by Section 1397E(g) of the QZAB Code Provision, with respect to the proceeds of the Bonds.
SECTION 30. Authorization and Approval of the Qualified Contribution Agreement and Qualified Contribution. The School Board hereby approves the form of the Qualified Contribution Agreement attached as Exhibit "B" hereto by and between the School Board and the Qualified Contributor to evidence the written commitment that Qualified Contributions have been received and/or committed in connection with the Qualified Zone Academy.
SECTION 31. Disclosure Under SEC Rule 15c2-12. 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 only one financial institution (i.e., no more than thirty-five persons), which (i) have such knowledge and experience in financial and business matters that they are 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.
SECTION 32. Designation as Qualified Zone Academy Bonds. In accordance with the requirement of Section 1397E(d)(1)(C)(i) of the Code, the Issuer hereby designates the Bonds as Qualified Zone Academy Bonds.
SECTION 33. Award of Bonds. The Issuer hereby accepts the offer of the Purchaser to purchase the Bonds, attached as Exhibit "A" hereto. All of the provisions of said offer attached as Exhibit A hereto are agreed to and incorporated herein by reference. The Bonds shall be delivered to the Purchas¬er upon the payment of the principal amount thereof.
SECTION 34. Publication. A copy of this Bond Resolution shall be published immediately after its adoption in one issue of the official journal of the Issuer.¬
SECTION 35. Recordation. A certified copy of this Bond Resolution shall be filed and recorded as soon as possible in the Mortgage Records of the Parish of Franklin, State of Louisiana.
SECTION 36. Section Headings. The headings of the various sections hereof are inserted for convenience of reference only and shall not control or affect the meaning or construction of any of the provisions hereof.
SECTION 37. Severability. In case any one or more of the provisions of this Bond Resolution or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Bond Resolution or of the Bonds, but this Bond Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained therein. Any constitutional or statutory provision enacted after the date of this Bond Resolution which validates or makes legal any provision of this Bond Resolution and/or the Bonds which would not otherwise be valid or legal, shall be deemed to apply to this Bond Resolution and to the Bonds.
SECTION 38. Effective Date. This Bond Resolution shall become effective immediately.
This resolution having been submitted to a vote, the vote thereon was as follows:
Member Yea Nay Absent Abstaining
Eddie Ray Bryan x _____ _____ _____
Ronnie Hatton x _____ _____
Jesse Young x _____ _____
Richard Kelly x _____ _____
Louise Johnson x _____ _____
Tim Eubanks x _____ _____
Dorothy Brown x _____ _____
And the resolution was declared adopted on this, the 1st day of October, 2007.
/s/ Lanny Johnson /s/ Eddie Ray Bryan Secretary President

EXHIBIT A
COMMITMENT LETTER
Honorable Parish School Board
Parish of Franklin
Winnsboro, Louisiana
Re: $7,050,000 of Revenue Bonds (Taxable QZAB),Series 2007 of the Parish School Board of the Parish of Franklin, State of Louisiana.
Please accept the letter as a commitment of the undersigned to purchase the above-captioned Bonds (the "Bonds") upon the terms and conditions outlined below:
1. Issuer and Amount: $7,050,000 of Revenue Bonds (Taxable QZAB), Series 2007, issued by the Parish School Board of the Parish of Franklin, State of Louisiana (the "Issuer").
2. Purpose of Issue: Rehabilitating or repairing schools and school related facilities and purchasing equipment for the Issuer, and paying the costs of issuance thereof.
3. Authority of Issue: Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended.
4. Purchaser: Regions Bank (the "Bank")
5. Dated Date of Bonds: Date of Delivery October 19, 2007
6. Form of Bonds: The Bonds will be issued as a single typewritten or printed bond, in fully registered form, per each maturity.
7. QZAB Tax Credit & Maturities: The Bonds will mature according to the following schedule as follows:
Year Principal
(October 19) Due
2008 $666,000
2009 675,000
2010 683,000
2011 692,000
2012 700,000
2013 709,000
2014 718,000
2015 727,000
2016 736,000
2017 744,000
The QZAB Tax Credit Rate will be set as of the date of closing. As of September 17, 2007, the QZAB Tax Credit Rate was 5.71%. The undersigned will receive the applicable tax credit as well as a supplemental coupon payment to be made by the Issuer to the Bank equal to the outstanding Principal Amount multiplied by 1.25%, per annum, calculated at the beginning of each period on this transaction over the life of the issue. The first coupon payment shall be due and payable on April 19, 2008 and each October 19 and April 19 thereafter.
8. redemption Provisions: The Bonds are not subject to optional redemption by the Issuer prior to their stated dates of maturity; however, (i) in the event the Internal Revenue Services issues a ruling notice or final determination affecting the tax credits against Federal income tax imposed on the Bank, its successors or assigns, as a result of breach or inaccuracy of any covenants or representations of the Issuer in connection with the financing, the Issuer shall use its best efforts to refund the outstanding Bonds at the earliest possible date, and (ii) to the extent that less than 95 percent of the proceeds of the Bonds are expended by the close of the 5-year period beginning on the date of issuance of the Bonds (or if an extension of such expenditure period has been received by the Issuer from the Secretary of the 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.
9. Security: The Bonds will be secured by a pledge and dedication of the avails or proceeds of the special 1/2% sales and use tax now being levied and collected by the Issuer pursuant to an election held in the Parish on May 5, 2007 (the "Sales Tax").
10. Expenses: Regions Bank, Baton Rouge, Louisiana shall act as Paying Agent for the Bonds and Parker Poe Adams and Bernstein shall be retained as Bank counsel. If Regions Bank is awarded both Taxable QZABs and the Bank Qualified Certificates, the total counsel fee shall be $8,500 and the Paying Agent fee shall be $1,000 up-front and $1,500 annually.
11. Investment Letter: The undersigned will sign an investment letter indicating that it has made a full investigation of the security for the issue and has not relied upon or requested that any disclosure documents be prepared by or on behalf of the Issuer, and further that it is purchasing the Bonds without any intention to sell any portion thereof to any person other than another financial institution and then only on the terms and conditions set forth therein.
12. Legal Opinion: Legal opinion of Foley & Judell, L.L.P., as to the due authorization and validity of the Certificates will be required and that the Certificates are "qualified zone academy bonds" under Section 1397E of the Code.
13. Parity Bonds: The Issuer may issue additional bonds (or other obligations) payable from the pledge and dedication of the funds to be derived from the levy and collection of the Sales Tax on a parity with the Bonds as described in the resolution authorizing the issuance of the Bonds. The annual debt service requirement on the Taxable QZAB plus the annual debt service requirement on any parity obligations shall not total more than 75% of the projected revenue generated by the Sales Tax.
14. Annual Financial Statements: Until principal and interest of the Bonds are paid in full, annual audited financial statements of the Issuer shall be furnished to the undersigned no later than 180 days after the applicable fiscal year-end of the Issuer. Prior to delivery of the Taxable QZAB, the Issuer shall furnish the Bank with a schedule of revenues projected to be generated by the Sales Tax (the "Projection"). A statement of actual Sales Tax revenues collected versus the Projection shall be provided annually to the Bank in conjunction with the annual audited financial statements of the Issuer.
15. Comprehensive Budget: The Issuer shall prepare and adopt a budget at the beginning of each fiscal year and furnish the undersigned a copy of such budget within 30 days after its adoption.
16. Continuing Disclosure: It is understood that, with respect to the Bonds, the Issuer will not be required to comply with the continuing disclosure requirements of SEC Rule 15c2-12(b).
If the foregoing meets with your approval, please sign two copies of this letter in the space provided below and return one copy to the undersigned.
Yours very truly,

Title: Senior Vice President

Accepted by the Parish School Board of the Parish of Franklin, State of Louisiana
Lanny Johnson
Secretary

EXHIBIT B
FORM OF QUALIFIED CONTRIBUTION AGREEMENT

EXHIBIT C
CREDIT RATE

APPENDIX A
COMPREHENSIVE EDUCATION PLAN
FOR
QUALIFIED ZONE ACADEMY BOND
FRANKLIN PARISH SCHOOL BOARD

APPENDIX B
QUALIFIED PURPOSES

APPENDIX C
LIST OF PUBLIC SCHOOLS AND/OR
ACADEMIC PROGRAMS

STATE OF LOUISIANA
PARISH OF FRANKLIN
I, the under¬signed Secretary of the Parish School Board of the Parish of Franklin, ¬State of Louisiana, do hereby certify that the foregoing _______¬________¬_____ (_____) pages constitute a true and correct copy of a resolution adopted by the Parish School Board on October 1, 2007, authorizing the issuance of Seven Million Fifty Thousand Dollars ($7,050,000) of Revenue Bonds (TAXABLE QZAB), Series 2007 of the Parish School Board of the Parish of Franklin, State of Louisiana; prescribing the form, terms and conditions of such Bonds and providing for the payment thereof; autho¬rizing an agreement with the Paying Agent; and providing for other matters in connec¬tion therewith.
IN FAITH WHEREOF, witness my official signature and the impress of the official seal of the Parish School Board ¬on this, the 1st day of October, 2007.

(SEAL) ___________________________________
Secretary
10/10 1tb

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