OFFICIAL PROCEEDINGS

OF THE

RAPIDES PARISH SCHOOL BOARD

Alexandria, Louisiana

February 5, 2014

The Rapides Parish School Board of Rapides Parish, Louisiana, met in special session at 11:00 o’clock on Wednesday, February 5, 2014 at the regular meeting place of said board in the Rapides Parish School Board Office, 619 Sixth and Beauregard Streets, in Alexandria, Louisiana.

President Janet H. Dixon called the meeting to order and on roll call the following members were present:

Janet Dixon, President

Julie McConathy, Vice President

John Allen, Member

Wilton Barrios, Member

Steve Berry, Member

Darrell Rodriguez, Member

Absent:            Stephen Chapman, Member

Absent:            Keith Breazeale, Vice President

Absent:            Pam Webb, Member

Mr. Nason Authement, secretary for the Board, was present for the meeting.

Attorney James Downs was present for the meeting.

The Invocation was pronounced by Mr. John Allen after which Mr. Steve Berry led in the recitation of the Pledge of Allegiance.

(COPY OF OFFICIAL CALL WAS MAILED TO EACH MEMBER OF THE RAPIDES PARISH SCHOOL BOARD AND TO THE MEDIA AND POSTED IN A CONSPICUOUS PLACE AT THE MEETING PLACE OF SAID BOARD ON JANUARY 31, 2014)

Alexandria, Louisiana

January 31, 2014

Dear Sir/Madam:

By virtue of the authority vested in me by law and by reason of the fact that it is deemed necessary, advisable, and to the public interest that the Rapides Parish School Board be called in special session; now, therefore,

I, Janet H. Dixon, President, do hereby give notice that the said board will meet in special session at its domicile at 619 Sixth and Beauregard Streets in the City of Alexandria, Louisiana, at 11:00 a.m. to commence on

Wednesday, February 5, 2014

for the purpose of considering, acting upon, deciding, and if deemed advisable, submitting the following propositions, to wit:

1.         Call to order

2.              Invocation, Pledge of Allegiance

3.         Roll call

4.         Motion to consider and take action with respect to adopting a Resolution providing for the opening and tabulation of the sealed and electronic bids received for the purchase of General Obligation School Bonds, Series 2014 of Rigolette School District Number 11 of Rapides Parish, Louisiana – Ms. Liz Domite

Pages 1-3

Source of funding District 11 Bonds

5.         Motion to consider and take action with respect to adopting a Resolution accepting the best bid received for the purchase of General Obligation School Bonds, Series 2014 of Rigolette School District Number 11 of Rapides Parish, Louisiana – Ms. Liz Domite

Pages 4-9

Source of funding District 11 Bonds

6.         Motion to consider and take action with respect to adopting a Resolution authorizing the incurring of debt and issuance of General Obligation School Bonds, Services 2014 of Rigolette School District Number 11 of Rapides Parish, Louisiana and providing for other matters in connection therewith – Ms. Liz Domite

Pages 10-31

Source of funding District 11 Bonds

IN TESTIMONY WHEREOF, Witness my official signature and the seal of the Rapides Parish School Board this 31^st day of January 2014.

/s/Janet H. Dixon

President

ATTEST:

/s/Nason Authement

Secretary  

S E A L

Public comment was solicited prior to the vote on items during this meeting.

A motion was made by Mr. Steve Berry and seconded by Mrs. Julie McConathy to adopt a Resolution providing for the opening and tabulation of the sealed and electronic bids received for the purchase of General Obligation School Bonds, Series 2014 of Rigolette School District Number 11 of Rapides Parish, Louisiana. (Item 4)

Mr. Grant Schlueter of Foley and Judell presented information to the Board and discussion ensued.

On roll call the vote was as follows to adopt the resolution:

AYE:                Mr. Barrios, Mr. Berry, Mr. Allen, Mrs. McConathy, Mr. Rodriguez, Mrs. Dixon

NAY:                None

ABSENT:          Dr. Chapman, Mr. Breazeale, Mrs. Webb

RESOLUTION

A resolution providing for the opening and tabulation of the sealed and electronic bids received for the purchase of Fifteen Million Dollars ($15,000,000) of General Obligation School Bonds, Series 2014 of Rigolette School District Number 11 of Rapides Parish, Louisiana, approv­ing the Official Notice of Bond Sale and Official Statement in connection therewith, and autho­rizing the President and the Secretary of the Parish School Board to sign copies thereof as evidence of the approval thereof.

BE IT RESOLVED by the Parish School Board of the Parish of Rapides, State of Louisiana, acting as the governing authority of Rigolette School District Number 11 of Rapides Parish, Louisiana (the “District”):

SECTION 1.  This Parish School Board (the "Governing Authority") does now proceed in open and public session to open the sealed and electronic bids received for the purchase of Fifteen Million Dollars ($15,000,000) of General Obligation School Bonds, Series 2014, of Rigolette School District Number 11 of Rapides Parish, Louisiana, authorized and duly advertised for sale by virtue of a resolution adopted on December 3, 2013.

SECTION 2.  The official Notice of Bond Sale and Official Statement prepared in connection with the sale of the aforementioned Bonds, and the information contained therein, are hereby approved by this Governing Authority and the President and the Secretary of the Governing Authority are hereby authorized, empowered and directed to sign copies thereof as evidence of the approval of the District.

This resolution having been submitted to a vote, the vote thereon was as follows:

And the resolution was declared adopted on this, the 5^th day of February, 2014.

/s/ Nason Authement                                                     /s/ Janet H. Dixon

Secretary                                                                      President

The bids received on February 5, 2014, for the purchase of Fifteen Million Dollars ($15,000,000) of General Obligation School Bonds, Series 2014, of Rigolette School District Number 11 of Rapides Parish, Louisiana, were thereupon opened and read in public session of the Governing Authority, said bids being based upon the maturity schedule set out in the Official Statement and hereinafter set out in these proceed­ings, said bids being as follows, to‑wit:

Bidder                                      TIC

Morgan Stanley & Co., LLC        3.539%

Piper Jaffray                             3.560

Robert W. Baird & Co., Inc.        3.577

Southwest Securities, Inc.          3.639

Bank of America Merrill Lynch    3.798

J.P. Morgan Securities LLC        3.939

A motion was made by Mr. Steve Berry and seconded by Mr. John Allen to adopt a Resolution accepting the best bid received for the purchase of General Obligation School Bonds, Series 2014 of Rigolette School District Number 11 of Rapides Parish, Louisiana. (Item 5)

Mr. Grant Schlueter of Foley and Judell presented information to the Board and discussion ensued.

On roll call the vote was as follows to adopt the resolution:

AYE:                Mr. Barrios, Mr. Berry, Mr. Allen, Mrs. McConathy, Mr. Rodriguez, Mrs. Dixon

NAY:                None

ABSENT:          Dr. Chapman, Mr. Breazeale, Mrs. Webb

RESOLUTION

A resolution accepting the bid of Morgan Stanley & Co., LLC, of New York, New York, for the purchase of Fifteen Million Dollars ($15,000,000) of General Obligation School Bonds, Series 2014, of Rigolette School District Number 11 of Rapides Parish, Louisiana.

WHEREAS, pursuant to the provisions of a Notice of Bond Sale dated December 3, 2013, published in the manner required by law, and pursuant to the provisions of a resolution adopted by the Parish School Board of the Parish of Rapides, State of Louisiana, the governing authority of Rigolette School District Number 11 of Rapides Parish, Louisiana (the "Issuer") on December 3, 2013, bids were solicited for the purchase of Fifteen Million Dollars ($15,000,000) of General Obligation School Bonds, Series 2014, of the Issuer (the "Bonds"), on February 5, 2014; and

WHEREAS, six (6) bids were received for the purchase of the Bonds; and

WHEREAS, this Parish School Board has found and deter­mined and does hereby find and determine that the bid submitted by Morgan Stanley & Co., LLC, of New York, New York (the “Purchaser”) complies with all terms and conditions prescribed by the Notice of Bond Sale and Official Statement; and

WHEREAS, this Parish School Board desires to accept said bid and to take such action as may be necessary to accomplish the delivery of the Bonds to the Purchaser;

NOW, THEREFORE, BE IT RESOLVED by the Parish School Board of Rapides Parish, Louisiana (the “Governing Authority”), acting as the governing authority of Rigolette School District Number 11 of Rapides Parish, Louisiana (the “District”), that:

SECTION 1.  The bid of the Purchaser for the purchase of the Bonds, a copy of which is annexed hereto as Exhibit A, is hereby accepted and the Bonds are hereby awarded in compli­ance with the terms of the bid.

SECTION 2.   In accordance with the provisions of the Preliminary Official Statement, the acceptance and award of each bid is conditioned on the receipt by wire on or before 3:30 p.m. tomorrow of an amount equal to 1% of the principal amount of the Bonds described in such bid.   In the event a good faith deposit for the issue of Bonds is not received timely, this acceptance of such bid and award of the sale of such Bonds shall be void.  The amount of the good faith deposit shall be deposited and credited towards the purchase price of the Bonds without regard to any interest earnings thereon.

SECTION 3.  When the Bonds have been properly prepared, this Governing Authority is hereby autho­rized to deliver the Bonds to the Purchaser upon the payment of Fifteen Million Dollars ($15,000,000), plus the stipulated premium, if any, and accrued interest to the date of delivery, less a credit of $150,000 for the amount of the good faith deposit described above.

SECTION 4.  The Governing Authority hereby finds that due diligence has been exercised in preparing the Bonds for sale and in preparing the Official Statement pertaining to the Bonds, and in view of that fact, the President and Secretary of the Governing Authority are hereby authorized and directed to execute and deliver to the successful bidder, as set forth herein, at the time of closing, a certificate which shall be substantially in the form of the certificate annexed hereto as Exhibit B.

SECTION 5. The foregoing resolution shall take effect immediate­ly upon its adoption.

This resolution having been submitted to a vote, the vote thereon was as follows:

And the resolution was declared adopted on this, the 5^th day of February, 2014.

/s/ Nason Authement                                                     /s/ Janet H. Dixon

Secretary                                                                      President

EXHIBIT "A"

(COPY OF SUCCESSFUL BID)

(A COPY IS ON FILE WITH THE RAPIDES PARISH SCHOOL BOARD)

EXHIBIT "B"

OFFICIAL STATEMENT CERTIFICATE

I, the undersigned Secretary of the Parish School Board of Rapides Parish, Louisiana, with respect to the Official Statement (the "Official Statement") issued regarding the sale of Fifteen Million Dollars ($15,000,000) of General Obligation School Bonds, Series 2014 (the “Bonds”) of Rigolette School District Number 11 of Rapides Parish, Louisiana (the “Issuer"), DO HEREBY CERTIFY:

THAT, at the time of payment for and delivery of the Bonds and at the date hereof, (i) the descriptions and statements, including financial data, of or pertaining to Rigolette School District Number 11 of Rapides Parish, Louisiana (the "Issuer") on the date of the Preliminary Official Statement, on the date of the Official Statement, on the date of the sale of the Bonds and on the date of the delivery thereof, were and are true in all material respects, and, insofar as such matters are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circum­stances under which they are made, not mislead­ing, and (ii) insofar as the descriptions and statements, including financial data, of or pertaining to govern­mental and/or non‑govern­mental entities other than the Issuer and its activi­ties, contained in the Official Statement are con­cerned, such descrip­tions, statements and data have been obtained from sources which the governing authority of the Issuer believes to be reliable and the said governing authority has no reason to believe that they are untrue or incomplete in any material respect, and (iii) there has been no adverse material change in the affairs of the Issuer between the date of the delivery of the Official Statement and the date of delivery of the Bonds.

RIGOLETTE SCHOOL DISTRICT NUMBER 11 OF RAPIDES PARISH, LOUISIANA

By:________________________

Secretary, Parish School Board

Dated:  ______________, 2014 (Date of Delivery)

A motion was made by Mr. Steve Berry and seconded by Mr. John Allen to adopt a Resolution authorizing the incurring of debt and issuance of General Obligation School Bonds, Services 2014 of Rigolette School District Number 11 of Rapides Parish, Louisiana and providing for other matters in connection therewith. (Item 6)

Mr. Grant Schlueter of Foley and Judell presented information to the Board and discussion ensued.

On roll call the vote was as follows to adopt the resolution:

AYE:                Mr. Barrios, Mr. Berry, Mr. Allen, Mrs. McConathy, Mr. Rodriguez, Mrs. Dixon

NAY:                None

ABSENT:          Dr. Chapman, Mr. Breazeale, Mrs. Webb

RESOLUTION

A resolution authorizing the incurring of debt and issuance of Fifteen Million Dollars ($15,000,000) of General Obliga­tion School Bonds, Series 2014­, of Rigolette School District Number 11 of Rapides Parish, Louisiana; prescrib­ing the form, terms and condi­tions of said Bonds­; designat­ing the date, denomi­nation and place of pay­ment of said Bonds; pro­vid­ing for the pay­ment thereof in principal and interest; and provid­ing for other matters in connection therewith.

BE IT RESOLVED by the Parish School Board of the Parish of Rapides, State of Louisiana, acting as the governing authori­ty of Rigolette School District Number 11 of Rapides Parish, Louisiana, that:

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

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

"Bond" means any Bonds of the Issuer authorized to be issued by this Resolution, whether initially delivered or issued in exchange for, upon transfer of, or in lieu of any Bond previously issued.

"Bond Register" means the records kept by the Paying Agent at its principal corporate trust office in which registration of the Bonds and transfers of the Bonds­ shall be made as provided herein.

"Bonds" means the Issuer's General Obligation School Bonds, Series 2014, autho­rized by this Resolution in the total aggregate principal amount of Fifteen Million Dollars ($15,000,000), authorized at a special election held on November 16, 2013.

"Code" means the Internal Revenue Code of 1986, as amended.

"Defeasance Obligations" means cash or Government Securities.

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

"Governing Authority" means the Parish School Board of Rapides Parish, Louisiana.

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

“Insurer” means, with respect to the Bonds, Build America Mutual Assurance Company (“BAM”), a New York domiciled mutual insurance company, or any successor thereto or assigned thereof.

"Interest Payment Date" means March 1 and September 1 of each year during the period the Bonds are outstanding, commencing September 1, 2014.

"Issuer" means Rigolette School District Number 11 of Rapides Parish, Louisiana.

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

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

1.         Bonds theretofore canceled by the Paying Agent or delivered to the Paying Agent for cancella­tion;

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

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

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

"Owner" or "Owners" when used with respect to any Bond means the Person in whose name such Bond is registered in the Bond Register.

"Paying Agent" means Argent Trust Company, N.A., in Ruston, Louisiana, until a successor Paying Agent shall have been ap­pointed pursuant to the applicable provisions of this  Resolution and thereafter "Paying Agent" shall mean such successor Paying Agent.

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

"Purchaser" means Morgan Stanley & Co., LLC, of New York, New York, representing the original purchas­ers of the Bonds.

"Record Date" for the interest payable on any Interest Payment Date means the 15th calendar day of the month next preceding such Interest Payment Date.

"Resolution" means this resolution authorizing the issuance of the Bonds, as it may be supplemented and amended.

SECTION 2.  Authorization of Bonds; Maturities.  In compliance with the terms and provisions of Article VI, Section 33 of the Constitution of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitu­tional and statutory authority, there is hereby authorized the incurring of an indebtedness of Fifteen Million Dollars ($15,000,000) for, on behalf of, and in the name of the Issuer, for the purpose of acquiring and/or improving lands for building sites and playgrounds; including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within and for the Issuer and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public. To represent said indebted­ness, this Govern­ing Authority does hereby authorize the issuance of Fifteen Million Dollars ($15,000,000) of General Obligation School Bonds, Series 2014, of the Issuer, being authorized at the said election held on November 16, 2013.  The Bonds shall be in fully registered form, shall be dated the date of delivery, shall be issued in the denomina­tion of Five Thousand Dollars ($5,000) or any integral multiple thereof within a single maturity and shall be numbered from R‑1 upwards.  The unpaid principal of 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 September 1, 2014, at the follow­ing rates of interest and shall mature on March 1 of each year as follows:

Year Principal      Interest Rate                                    Year             Principal       Interest Rate

(Mar. 1) Maturing   Per Annum                                      (Mar. 1)          Maturing         Per Annum 

2017                          $580,000               4.000%                  2026         $   830,000               3.125%

2018                            605,000               4.000                     2027              865,000               3.250

2019                            630,000               4.000                     2028              900,000               3.375

2020                            655,000               4.000                     2029              940,000               3.500

2021                            680,000               4.000                     2030              975,000               4.000

2022                            710,000               4.000                     2031           1,015,000               4.000

2023                            740,000               4.000                     2032           1,060,000               4.000

2024                            770,000               4.000                     2033           1,100,000               4.000

2025                            800,000               3.000                     2034           1,145,000               4.000

The principal of the Bonds, upon maturity or redemption, shall be payable at the principal corpo­rate trust office of the Paying Agent, upon presentation and surrender thereof, and interest on the 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 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.

During any period after the initial delivery of the Bonds in book-entry-only form when the Bonds are delivered in multiple certificates form, upon request of a registered owner of at least $1,000,000 in principal amount of Bonds outstanding, all payments of principal, premium, if any, and interest on the Bonds will be made by wire transfer in immediately available funds to an account designated by such registered owner; CUSIP number identification with appropriate dollar amounts for each CUSIP number will accompany all payments of principal, premium, and interest, whether by check or by wire transfer.

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

SECTION 3.  Book-Entry Registration of Bonds.  The Bonds shall be initially issued in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), as registered owner of the Bonds, and held in the custody of DTC.  The Secretary of the Issuer or any other officer of the Issuer is authorized to execute and deliver a Letter of Representation to DTC on behalf of the Issuer with respect to the issuance of the Bonds in "book-entry only" format.  The Paying Agent is hereby directed to execute said Letter of Representation. The terms and provisions of said Letter of Representation shall govern in the event of any inconsistency between the provisions of this Resolution and said Letter of Representation.  Initially, a single certificate will be issued and delivered to DTC for each maturity of the Bonds.  The Beneficial Owners will not receive physical delivery of Bond certificates except as provided herein.  Beneficial Owners are expected to receive a written confirmation of their purchase providing details of each Bond acquired.  For so long as DTC shall continue to serve as securities depository for the Bonds as provided herein, all transfers of beneficial ownership interest will be made by book-entry only, and no investor or other party purchasing, selling or otherwise transferring beneficial ownership of Bonds is to receive, hold or deliver any Bond certificate.

Notwithstanding anything to the contrary herein, while the Bonds are issued in book-entry-only form, the payment of principal of, premium, if any, and interest on the Bonds may be payable by the Paying Agent by wire transfer to DTC in accordance with the Letter of Representation.

For every transfer and exchange of the Bonds, the Beneficial Owner may be charged a sum sufficient to cover such Beneficial Owner's allocable share of any tax, fee or other governmental charge that may be imposed in relation thereto.

Bond certificates are required to be delivered to and registered in the name of the Beneficial Owner under the following circumstances:

(a)  DTC determines to discontinue providing its service with respect to the Bonds.  Such a determination may be made at any time by giving 30 days' notice to the Issuer and the Paying Agent and discharging its responsibilities with respect thereto under applicable law; or

(b)  The Issuer determines that continuation of the system of book-entry transfer through DTC (or a successor securities depository) is not in the best interests of the Issuer and/or the Beneficial Owners.

The Issuer and the Paying Agent will recognize DTC or its nominee as the Bondholder for all purposes, including notices and voting.

Neither the Issuer or the Paying Agent are responsible for the performance by DTC of any of its obligations, including, without limitation, the payment of moneys received by DTC, the forwarding of notices received by DTC or the giving of any consent or proxy in lieu of consent.

Whenever during the term of the Bonds the beneficial ownership thereof is determined by a book entry at DTC, the requirements of this Resolution of holding, delivering or transferring the Bonds shall be deemed modified to require the appropriate person to meet the requirements of DTC as to registering or transferring the book entry to produce the same effect.

If at any time DTC ceases to hold the Bonds, all references herein to DTC shall be of no further force or effect.

SECTION 4.  Redemption Provisions.  The Bonds maturing on March 1, 2025, and thereafter, will be callable for redemption by the Issuer in full or in part at any time on or after March 1, 2024, and if less than a full maturity, then by lot within such maturity, at the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for.  In the event a Bond to be redeemed is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed.  Bonds are not required to be redeemed in inverse order of maturity.   Official notice of such call of any of the Bonds­ for redemption shall be given by means of first class mail, postage prepaid, by notice deposited in the United States mails not less than thirty (30) days prior to the redemption date addressed to the Owner of each Bond to be redeemed at his address as shown on the Bond Register.

SECTION 5.  Registration and Transfer.  The Issuer shall cause the Bond Register to be kept by the Paying Agent.  The Bonds may be transferred, registered and assigned only on the Bond­ Register, and such registra­tion shall be at the expense of the Issuer.  A Bond may be assigned by the execution of an assignment form on the Bond­ 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 the denomination of $5,000 or any integral multiple thereof within a single maturity.  Neither the Issuer nor the Paying Agent shall be required to issue, register, transfer or exchange (i) any Bond during a period beginning at the opening of business on a Record Date and ending at the close of business on the Interest Payment Date, or (ii) any Bond called for redemption prior to maturity during a period beginning at the opening of business fifteen (15) days before the date of the mailing of a notice of redemption of such Bond and ending on the date of such redemption.

SECTION 6.  Form of Bonds.  The Bonds and the endor­sements to appear thereon shall be in substantially the following forms, respectively, to‑wit:

(FORM OF BOND)

Unless this Bond is presented by an authorized representative of the Depository Trust Company, a New York corporation ("DTC"), to the Issuer or their agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of CEDE & CO. or in such other name as is requested by an authorized representative of DTC (and any payment is made to CEDE & CO. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, CEDE & CO., has an interest herein.

As provided in the Resolution referred to herein, until the ter­mination of the system of book-entry-only transfers through DTC and notwithstanding any other provision of the Resolution to the contrary, this Bond may be transferred, in whole but not in part, only to a nominee of DTC, or by a nominee of DTC to DTC or a nominee of DTC, or by DTC or a nominee of DTC to any successor securities depository or any nominee thereof.

No. R-_____      Principal Amount $_________

UNITED STATES OF AMERICA

STATE OF LOUISIANA

PARISH OF RAPIDES

GENERAL OBLIGATION SCHOOL BOND, SERIES 2014

OF

RIGOLETTE SCHOOL DISTRICT NUMBER 11

OF RAPIDES PARISH, LOUISIANA

Maturity Date Interest Rate             Bond Date                 CUSIP Number

March 1, ______                             ______%                  ________, 2014                __________

RIGOLETTE SCHOOL DISTRICT NUMBER 11 OF RAPIDES PARISH, LOUISIANA (the "Issuer"), promises to pay to:

REGISTERED OWNER:                                     CEDE & CO. (Tax Identification #13-2555119)

PRINCIPAL AMOUNT:                                        ____________________________ DOLLARS

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 March 1 and September 1 of each year, commenc­ing September 1, 2014 (each an "Interest Payment Date"), at the Inter­est Rate per annum set forth above until said Principal Amount is paid, unless this Bond shall have been previous­ly called for redemption and payment shall have been duly made or provided for.  The principal of and premium, if any, on this Bond, upon maturity or redemp­tion, shall be payable at the principal corporate trust office of Argent Trust Company, N.A., in the City of Ruston, Louisiana, or successor thereto (the "Paying Agent") upon presentation and surrender hereof.  Interest on this Bond is payable by check of the Paying Agent mailed by the Paying Agent to the registered owner at the address as shown on the registration books of the Paying Agent maintained for such purpose.  The interest so payable on any Interest Payment Date will be paid to the person in whose name this Bond (or one or more predecessor Bonds) is registered at the close of business on the Record Date (which is the 15^th calendar day of the month next preceding an Interest Payment Date).  Any interest not punctually paid or duly provided for shall be payable as provided in the Resolution (hereinafter defined).

During any period after the initial delivery of the Bonds in book-entry-only form when the Bonds are delivered in multiple certificates form, upon request of a registered owner of at least $1,000,000 in principal amount of Bonds outstanding, all payment of principal, premium, if any, and interest on the Bonds will be paid by wire transfer in immediately available funds to an account designated by such registered owner; CUSIP number identification with appropriate dollar amounts for each CUSIP number must accompany all payments of principal, premium, and interest, whether by check or by wire transfer.

FOR SO LONG AS THIS BOND IS HELD IN BOOK-ENTRY FORM REGISTERED IN THE NAME OF CEDE & CO. ON THE REGISTRATION BOOKS OF THE ISSUER KEPT BY THE PAYING AGENT, AS BOND REGISTRAR, THIS BOND, IF CALLED FOR PARTIAL REDEMPTION IN ACCORDANCE WITH THE RESOLUTION, SHALL BECOME DUE AND PAYABLE ON THE REDEMPTION DATE DESIGNATED IN THE NOTICE OF REDEMP­TION GIVEN IN ACCORDANCE WITH THE RESOLUTION AT, AND ONLY TO THE EXTENT OF, THE REDEMPTION PRICE, PLUS ACCRUED INTEREST TO THE SPECIFIED REDEMPTION DATE; AND THIS BOND SHALL BE PAID, TO THE EXTENT SO RE­DEEMED, (i) UPON PRESENTATION AND SURRENDER HEREOF AT THE OFFICE SPECIFIED IN SUCH NOTICE OR (ii) AT THE WRITTEN REQUEST OF CEDE & CO., BY CHECK MAILED TO CEDE & CO. BY THE PAYING AGENT OR BY WIRE TRANSFER TO CEDE & CO. BY THE PAYING AGENT IF CEDE & CO. AS BONDOWNER SO ELECTS.  IF, ON THE REDEMPTION DATE, MONEYS FOR THE REDEMPTION OF BONDS OF SUCH MATURITY TO BE REDEEMED, TOGETHER WITH INTEREST TO THE REDEMPTION DATE, SHALL BE HELD BY THE PAYING AGENT SO AS TO BE AVAILABLE THEREFOR ON SUCH DATE, AND AFTER NOTICE OF REDEMPTION SHALL HAVE BEEN GIVEN IN ACCORDANCE WITH THE RESOLUTION, THEN, FROM AND AFTER THE REDEMPTION DATE, THE AGGREGATE PRINCIPAL AMOUNT OF THIS BOND SHALL BE IMMEDIATE­LY REDUCED BY AN AMOUNT EQUAL TO THE AGGREGATE PRINCIPAL AMOUNT THEREOF SO REDEEMED, NOTWITHSTANDING WHETHER THIS BOND HAS BEEN SURRENDERED TO THE PAYING AGENT FOR CANCELLATION.

This Bond is one of an authorized issue aggre­gating in princi­pal the sum of Fifteen Million Dollars ($15,000,000) (the "Bonds"), all of like tenor and effect except as to number, denomination, interest rate and maturity, the Bonds­­ having been issued by the Issuer pursuant to a resolution adopted by its governing author­ity on February 5, 2014 (the "Resolution"), for the purpose of acquiring and/or improving lands for building sites and playgrounds; including construction of necessary sidewalks and streets adjacent thereto; purchasing, erecting and/or improving school buildings and other school related facilities within and for the Issuer and acquiring the necessary equipment and furnishings therefor, title to which shall be in the public, under the authority conferred by Article VI, Section 33 of the Constitu­tion of the State of Louisiana of 1974, Sub-Part A, Part III, Chapter 4, Title 39 of the Louisiana Revised Statutes of 1950, as amended, and other constitutional and statutory authority, being  authorized at a special election held on November 16, 2013, the result of which election has been duly promulgated in accordance with law.

The Bonds are issuable only as fully registered bonds in the denomination of $5,000 principal amount or any integral multiple thereof, exchangeable for an equal aggregate principal amount of bonds of the same maturity of any other authorized denomination.

Subject to the limitations of and upon payment of the charges provided in the Resolution, the transfer of this Bond may be registered on the registration books of the Paying Agent upon surrender of this Bond at the principal corporate trust office of the Paying Agent as registrar, accompanied by a written instrument of transfer in form and with guaranty of signature satisfactory to the Paying Agent, duly executed by the registered owner or his attorney duly authorized in writing, and thereupon a new bond or bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount, will be issued to the transferee.  Prior to due presentment for registration of transfer of this Bond, the Issuer and the Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for all purposes, whether or not this Bond shall be overdue and neither the Issuer nor the Paying Agent shall be bound by any notice to the contrary.

The Bonds maturing on March 1, 2025, and thereafter, will be callable for redemption by the Issuer in full or in part at any time on or after March 1, 2024, and if less than a full maturity, then by lot within such maturity, at the principal amount thereof, plus accrued interest from the most recent Interest Payment Date to which interest has been paid or duly provided for.  In the event a Bond to be redeemed is of a denomination larger than $5,000, a portion of such Bond ($5,000 or any multiple thereof) may be redeemed.  Bonds are not required to be redeemed in inverse order of maturity.   Official notice of such call of any of the Bonds­ for redemption shall be given by means of first class mail, postage prepaid, by notice deposited in the United States mails not less than thirty (30) days prior to the redemption date addressed to the Owner of each Bond to be redeemed at his address as shown on the Bond Register.

The Resolution permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Issuer and the rights of the owners of the Bonds at any time by the Issuer with consent of the owners of two-thirds (2/3) of the aggregate principal amount of all Bonds issued under the Resolution, to be determined in accordance with the Resolution.

This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the certificate of registration hereon shall have been signed by the Paying Agent.

This Bond and the issue of which it forms a part constitute general obligations of the Issuer, and the full faith and credit of the Issuer is pledged for the payment of this Bond and the issue of which it forms a part.  Said Bonds are secured by a special ad valorem tax to be imposed and collected annually in excess of all other taxes on all the property subject to such taxation within the territorial limits of the Issuer, under the Constitution and laws of Louisiana, sufficient in amount to pay the principal of this Bond and the issue of which it forms a part and the interest thereon as they severally mature.

This Bond and the issue of which it forms a part have been duly registered with the Secretary of State of the State of Louisiana as provided by law.

It is hereby 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 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 the limitations prescribed by the Constitution and statutes of the State of Louisiana. 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.

IN WITNESS WHEREOF, Rigolette School District Number 11 of Rapides Parish, Louisiana has caused this Bond to be executed in its name by the manual or facsimile signatures of the President and Secretary of its governing authority, the Parish School Board of the Parish of Rapides, State of Louisiana, and the corporate seal of said governing authority to be impressed hereon.

RIGOLETTE SCHOOL DISTRICT NUMBER 11 OF RAPIDES PARISH, LOUISIANA

_________________________________  ____________________________________

Secretary,                                                         President,

Rapides Parish School Board                            Rapides Parish School Board

(SEAL)

(FORM OF SECRETARY OF STATE ENDORSEMENT -

TO BE PRINTED ON ALL BONDS)

OFFICE OF SECRETARY OF STATE

STATE OF LOUISIANA

This Bond secured by a tax.  Registered on this the ____ day of ________, 2014.

Secretary of State

(FORM OF PAYING AGENT'S CERTIFI­CATE OF REGISTRATION

TO BE PRINTED ON ALL BONDS)

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

ARGENT TRUST COMPANY, N.A.,

as Paying Agent

Date of Registration: _____________

By:_______________________________

Authorized Officer

STATEMENT OF INSURANCE

(TO BE INSERTED IN BONDS)

Build America Mutual Assurance Company (“BAM”), New York, New York, has delivered its municipal bond insurance policy (the “Policy”) with respect to the scheduled payments due of principal of and interest on this Bond to ARGENT TRUST COMPANY, N.A., Ruston, Louisiana, or its successor, as paying agent for the Bonds (the “Paying Agent”).  Said Policy is on file and available for inspection at the principal office of the Paying Agent and a copy thereof may be obtained from BAM or the Paying Agent.  All payments required to be made under the Policy shall be made in accordance with the provisions thereof.  By its purchase of these Bonds, the owner acknowledges and consents to the subrogation and all other rights of BAM as more fully set forth in the Policy.

(FORM OF ASSIGNMENT)

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

Please Insert Social Security or other Identifying Number of Assignee

_________________________

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney or agent to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ___________________                                  _______________________________________

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

(FORM OF LEGAL OPINION CERTIFICATE ‑

TO BE PRINTED ON ALL BONDS)

I, the undersigned Secretary of the Parish School Board of the Parish of Rapides, State of Louisiana, do hereby certify that the following is a true copy of the complete legal opinion of Foley & Judell, L.L.P., the original of which was manually executed, dated and issued as of the date of payment for and delivery of the original Bonds­ of the issue described therein and was delivered to Morgan Stanley & Co., LLC, of New York, New York, the original purchaser thereof:

(Bond Printer Shall Insert Legal Opinion)

I further certify that an executed copy of the above legal opinion is on file in my office, and that an executed copy thereof has been furnished to the Paying Agent for this Bond.

_(facsmilile)__

Secretary, Parish School Board

SECTION 7.  Execution of Bonds.  The Bonds­ shall be signed by the Executive Officers for, on behalf of, in the name of and under the corporate seal of the Issuer, and the Legal Opinion Certificate shall be signed by the Secretary of the Governing Authority, which signatures and corporate seal may be either manual or facsimile.

SECTION 8.  Registration of Bonds.  The Bonds shall be registered with the Secretary of State of the State of Louisiana as provided by law and shall bear the endorsement of the Secretary of State in substantially the form set forth herein, provided that such endorsement shall be manually signed only on the Bonds initially delivered to the Purchaser, and Bonds subsequently exchanged therefor as permitted in this Resolution may bear the facsimile signature of said Secretary of State.

SECTION 9.  Pledge of Full Faith and Credit.  The Bonds shall constitute general obligations of the Issuer, and the full faith and credit of the Issuer is hereby pledged for their payment.  This Governing Authority does hereby obligate itself and is bound under the terms and provisions of law and the election authorizing the Bonds to impose and collect annually in excess of all other taxes a tax on all of the property subject to taxation within the territorial limits of the Issuer, sufficient to pay the principal of and the interest on the Bonds falling due each year, said tax to be levied and collected by the same officers, in the same manner and at the same time as other taxes are levied and collected within the territorial limits of the Issuer.

SECTION 10.  Sinking Fund.  For the payment of the principal of and the interest on the Bonds, the Issuer will establish a special fund, to be held by the regularly designated fiscal agent of the Issuer (the "Sinking Fund"), into which the Issuer will deposit the proceeds of the aforesaid special tax and no other moneys whatsoever (other than investment earnings thereon).  The depository for the Sinking Fund shall transfer from the Sinking Fund to the Paying Agent at least one (1) day in advance of each Interest Payment Date, funds fully sufficient to pay promptly the principal and interest falling due on such date.

All moneys deposited with the regularly designated fiscal agent bank or banks of the Issuer or the Paying Agent under the terms of this Resolution shall constitute sacred funds for the benefit of the Owners of the Bonds, and shall be secured by said fiduciaries at all times to the full extent thereof in the manner required by law for the securing of depos­its of public funds.

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 provi­sions of the laws of the State of Louisiana, in which event all income derived from such invest­ments shall be added only to the Sinking Fund.

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 necessary Bonds to be printed, to issue, execute and seal the Bonds, and to effect delivery thereof as hereinafter provided.  The proceeds derived from the sale of the Bonds, except accrued interest, shall be deposited by the Issuer in a bank or banks to be used only for the purpose for which the Bonds are issued.  Accrued interest, if any, derived from the sale of the Bonds shall be deposited in the Sinking Fund to be applied to the first interest payment.

SECTION 12.  Bonds Legal Obligations.  The Bonds shall constitute legal, binding and valid obliga­tions of the Issuer, and shall be the only representations of the indebtedness as herein authorized and created.

SECTION 13.  Resolution a Contract.  The provisions of this Resolution shall constitute a contract between the Issuer and its successors, and the Owner or Owners from time to time of the Bonds and any such Owner or Owners may at law or in equity, by suit, action, mandamus or other proceedings, enforce and compel the performance of all duties required to be performed by the Governing Authority or the Issuer as a result of issuing the Bonds.

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

Any amendment or supplement to the Bond Resolution shall be subject to the prior written consent of the Insurer.  Any rating agency rating the Bonds must receive notice of each amendment and a copy thereof at least fifteen (15) days in advance of its execution or adoption.  The Insurer shall be provided with a full transcript of all proceedings relating to the execution of any such amendment or supplement.

A supplemental resolution, upon the filing with the Paying Agent of a certified copy thereof, shall become fully effective in accordance with its terms.

SECTION 14.  Severability; Application of Subsequently Enacted Laws.  In case any one or more of the provisions of this Resolution or of the Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Resolution or of the Bonds, but this Resolution and the Bonds­ shall be construed and enforced as if such illegal or invalid provisions had not been contained therein.  Any constitu­tional or statutory provisions enacted after the date of this Resolution which vali­date or make legal any provision of the Resolution and/or the Bonds which would not otherwise be valid or legal, shall be deemed to apply to this Resolution and to the Bonds.

SECTION 15.  Recital of Regularity.  This Governing Authority having investi­gated the regularity of the proceedings had in connection with the Bonds herein authorized and having deter­mined the same to be regular, the Bonds shall contain the following recital, to‑wit:

"It is certified that this Bond is authorized by and is issued in conformity with the re­quirements of the Constitution and statutes of this State."

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 Bond is regis­tered as the Owner of such Bond for the purpose of receiv­ing payment of the principal (and redemption price) of and interest on such Bond and for all other purposes whatsoev­er, and to the extent permitted by law, neither the Issuer, the Paying Agent, nor any agent of either of them shall be affected by notice to the contrary.

SECTION 17.  Notices to Owners.  Wherever this Resolution pro­vides for notice to Owners of Bonds of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first‑class postage prepaid, to each Owner of such Bonds, at the address of such Owner as it appears in the Bond Register.  In any case where notice to Owners of Bonds is given by mail, neither the failure to mail such notice to any particular Owner of Bonds, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Bonds.  Where this Resolution provides for notice in any manner, such notice may be waived in writing by the Owner or Owners entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Owners shall be filed with the Paying Agent, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 18.  Cancellation of Bonds.  All Bonds surrendered for payment, redemption, transfer, exchange or replacement, if surrendered to the Paying Agent, shall be promptly canceled by it and, if surrendered to the Issuer, shall be delivered to the Paying Agent and, if not already canceled, shall be promptly canceled by the Paying Agent.  The Issuer may at any time deliver to the Paying Agent for cancellation any Bonds previously registered and delivered which the Issuer may have acquired in any manner whatsoever, and all Bonds so delivered shall be promptly canceled by the Paying Agent.  All canceled Bonds held by the Paying Agent shall be disposed of as directed in writing by the Issuer.

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, interest rate and principal amou­nt, bearing a number not contemporaneously outstanding.  In case any such mutilated, destroyed, lost or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond.  Upon the issuance of any new Bond under this Section, the Issuer may require the payment by the Owner of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Paying Agent) connected therewith.  Every new Bond issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen bond shall constitute a replacement of the prior obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Bond shall be at any time enforceable by anyone and shall be entitled to all the benefits of this Resolution equally and ratably with all other Outstanding Bonds.  Any additional procedures set forth in the Agreement, authorized in this Resolution, shall also be available with respect to mutilated, de­stroyed, lost or stolen Bonds.  The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, de­stroyed, lost or stolen Bonds.

SECTION 20.  Discharge of Resolution; Defeasance.  If the Issuer shall pay or cause to be paid, or there shall other­wise be paid to the Owners, the principal (and redemption price) of and interest on the Bonds, at the times and in the manner stipulated in this Resolution, then the pledge of the money, securities, and funds pledged under this Resolution and all cove­nants, agreements, and other obligations of the Issuer to the Owners of the Bonds shall thereupon cease, terminate, and become void and be discharged and satisfied, and the Paying Agent shall pay over or deliver all money held by it under this Resolution to the Issuer.

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

SECTION 21.  Successor Paying Agent; Paying Agent Agreement.  The Issuer will at all times maintain a Paying Agent meeting the qualifica­tions hereinafter described for the perfor­mance of the duties hereunder for the Bonds.  The designa­tion of the initial Paying Agent in this Resolution is hereby confirmed and approved.  The Issuer reserves the right to appoint a successor Paying Agent by (a) filing with the Person then performing such function a certified copy of a resolution or ordinance giving notice of the termination of the Agreement and appointing a successor and (b) causing notice to be given to each Owner.  Every Paying Agent appointed hereunder shall at all times be a bank or trust company organized and doing business under the laws of the United States of America or of any State, authorized under such laws to exer­cise trust powers, and subject to supervi­sion or examination by Federal or State authority.  The Executive Officers are hereby authorized and directed to execute an appropri­ate Agree­ment with the Paying Agent for and on behalf of the Issuer in such form as may be satisfactory to said officers, the signa­tures of said officers on such Agreement to be conclu­sive evi­dence of the due exercise of the authority granted hereunder.

The Insurer shall be furnished with written notice of the resignation or removal of the Paying Agent and the appointment of any successor thereto.

SECTION 22.  Non-Arbitrage.  The Issuer covenants and agrees that, to the extent permit­ted by the laws of the State of Louisiana, it will comply with the requirements of the Code in order to establish, maintain and preserve the exclusion from "gross income" of interest on the Bonds under the Code.  The Issuer further covenants and agrees that it will not take any action, fail to take any action, or permit any action within its control to be taken, or permit at any time or times any of the proceeds of the Bonds or any other funds of the Issuer to be used directly or indirectly in any manner, the effect of which would be to cause the Bonds to be "arbitrage bonds" or would result in the inclusion of the interest on any of the Bonds in gross income under the Code, including, without limitation, (i) the failure to comply with the limitation on investment of Bond­ proceeds or (ii) the failure to pay any required rebate of arbitrage earnings to the United States of America or (iii) the use of the proceeds of the Bonds in a manner which would cause the Bonds to be "private activity bonds".

SECTION 23.  Not Qualified Tax-Exempt Obligations. The Bonds are not designated as "qualified tax‑exe­mpt obliga­tions" within the meaning of Section 265(b)(3) of the Code.

SECTION 24.  Execution of Documents.  In connection with the issuance and sale of the Bonds, the Executive Officers are each authorized, empowered and directed to execute on behalf of the Issuer such documents, certificates and instruments as they may deem necessary, upon the advice of bond counsel, to effect the transactions contemplated by this Resolution, the signatures of such persons on such documents, certificates and instruments to be conclusive evidence of the due exercise of the authority granted hereunder.

SECTION 25.  Publication.  A copy of this Resolution shall be published immediately after its adoption in one issue of the official journal of the Issuer.­

SECTION 26.  Paying Agent Compliance as to Payments Pursuant to the Insurance Policy. As long as the Insurance Policy is in full force and effect, the Issuer and any Paying Agent agree to comply with the following provisions:

(a) At least two (2) Business Days (as defined in the Insurance Policy) prior to each payment date on the Obligations (the “Interest Payment Date”), the Paying Agent, will determine whether there will be sufficient funds in the funds and accounts established under the Resolution to pay all principal of and interest on the Obligations due on such Interest Payment Date and shall immediately notify the Insurer or its designee (the “Fiscal Agent”) on the same Business Day by telephone or electronic mail, confirmed in writing by registered or certified mail, of the amount of any deficiency. Such notice shall specify the amount of the anticipated deficiency, the Obligations to which such deficiency is applicable and whether such Obligations will be deficient as to principal or interest or both. If the deficiency is made up in whole or in part prior to or on the Interest Payment Date, the Paying Agent shall so notify the Insurer or its designee.

(b) The Paying Agent, shall after giving notice to the Insurer as provided above, make available to the Insurer and, at the Insurer’s direction, to any Fiscal Agent, the registration books of the Issuer maintained by the Paying Agent and all records relating to the funds maintained under the Resolution.

(c) The Paying Agent shall provide the Insurer and any Fiscal Agent with a list of registered owners of Obligations entitled to receive principal or interest payments from the Insurer under the terms of the Policy, and shall make arrangements with the Insurer, the Fiscal Agent or another designee of the Insurer to (i) mail checks or drafts to the registered owners of Obligations entitled to receive full or partial interest payments from the Insurer and (ii) pay principal upon Obligations surrendered to the Insurer, the Fiscal Agent or another designee of the Insurer by the registered owners of Obligations entitled to receive full or partial principal payments from the Insurer.

(d) The Paying Agent, shall, at the time it provides notice to the Insurer of any deficiency pursuant to (a) above, notify registered owners of Obligations entitled to receive the payment of principal or interest thereon from the Insurer (i) as to such deficiency and its entitlement to receive principal or interest, as applicable, (ii) that the Insurer will remit to them all or a part of the interest payments due on the related payment date upon proof of the Holder’s entitlement thereto and delivery to the Insurer or any Fiscal Agent, in form satisfactory to the Insurer, of an appropriate assignment of the registered owner’s right to payment, (iii) that, if they are entitled to receive partial payment of principal from the Insurer, they must surrender the related Obligations for payment first to the Paying Agent, which will note on such Obligations the portion of the principal paid by the Paying Agent and second to the Insurer or its designee, together with the an appropriate assignment, in form satisfactory to the Insurer, to permit ownership of such Obligations to be registered in the name of the Insurer, which will then pay the unpaid portion of principal, and (iv) that, if they are entitled to receive full payment of principal from the Insurer, they must surrender the related Obligations for payment to the Insurer or its designee, rather than the Paying Agent, together with an appropriate assignment, in form satisfactory to the Insurer, to permit ownership of such Obligations to be registered in the name of the Insurer.

(e) In the event that the Paying Agent has notice that any payment of principal of or interest on a Bond which has become Due for Payment and which is made to a Holder by or on behalf of the Issuer has been deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Paying Agent shall, at the time the Insurer is notified pursuant to (a) above, notify all registered owners that in the event that any registered owner’s payment is so recovered, such registered owner will be entitled to payment from the Insurer to the extent of such recovery if sufficient funds are not otherwise available, and the Paying Agent shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Obligations which have been made by the Paying Agent and subsequently recovered from registered owners and the dates on which such payments were made.

(f) In addition to those rights granted to the Insurer under the Resolution and hereunder, the Insurer shall, to the extent it makes any payment of principal or interest on the Obligations, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Policy, and to evidence such subrogation (i) in the case of claims for past due interest, the Paying Agent shall note the Insurer’s rights as subrogee on the registration books of the Issuer maintained by the Paying Agent upon receipt from the Insurer of proof of payment of interest thereon to the registered holders of the Obligations, and (ii) in the case of claims for past due principal, the Paying Agent shall note the Insurer’s rights as subrogee on the registration books of the Issuer maintained by the Paying Agent upon surrender of the Obligations together with receipt of proof of payment of principal thereof.

SECTION 27.  Continuing Disclosure.  The Executive Officers are hereby empowered and directed to execute an appropriate Continuing Disclosure Certificate (substantially in the form set forth in Appendix H of the official statement issued in connection with the sale and issuance of the Bonds) pursuant to S.E.C. Rule 15c2-12(b)(5).

SECTION 28.  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 29.  Effective Date.  This Resolution shall become effective immediately.

This resolution having been submitted to a vote, the vote thereon was as follows:

And the resolution was declared adopted on this, the 5^th day of February, 2014.

/s/ Nason Authement                                                     /s/ Janet H. Dixon

Secretary                                                                      President

Pursuant to motion duly carried, the Rapides Parish School Board adjourned.

/s/Janet H. Dixon

President

ATTEST:

/s/Nason Authement

Secretary

S E A L