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PUBLIC NOTICE - - - LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY On the motion of Camardelle seconded by Butler , the following resolution was adopted: RESOLUTION A RESOLUTION AUTHORIZING THE LOUISIANA LOCAL GOVERNMENT ENVIRONMENTAL FACILITIES AND COMMUNITY DEVELOPMENT AUTHORITY TO PROCEED WITH THE ISSUANCE OF ITS NOT TO EXCEED $17,000,000 REVENUE BONDS (INNOVATIVE STUDENT FACILITIES, INC. – LOUISIANA TECH UNIVERSITY INFRASTRUCTURE IMPROVEMENTS PROJECT) IN ONE OF MORE SERIES, TAXABLE OR TAX-EXEMPT, ON BEHALF OF INNOVATIVE STUDENT FACILITIES, INC.; EMPLOYING BOND COUNSEL AND OTHER PROFESSIONALS; AUTHORIZING AN APPLICATION TO THE STATE BOND COMMISSION; AND TO OTHERWISE PROVIDE WITH RESPECT THERETO. WHEREAS, the Louisiana Local Government Environmental Facilities and Community Development Authority (the “Authority”) is a political subdivision established for public purposes under and pursuant to the provisions of Chapter 10-D of Title 33 of the Louisiana Revised Statutes of 1950, as amended (the “Act”), and other constitutional and statutory authority; WHEREAS, the Act empowers the Authority to issue bonds to provide funds for and to fulfill and achieve its authorized public functions or corporate purposes as set forth in the Act; WHEREAS, the Authority has been asked to proceed and desires to proceed with the development of a project on behalf of Innovative Student Facilities, Inc., a Louisiana nonprofit corporation (the “Corporation”), which Corporation was formed for the benefit of Louisiana Tech University (the “University”), involving the issuance of not to exceed $17,000,000 Louisiana Local Government Environmental Facilities and Community Development Authority Revenue Bonds (Innovative Student Facilities, Inc. – Louisiana Tech University Infrastructure Improvements Project), in one or more series, taxable or tax-exempt (the “Bonds”), to provide financing for the (i) planning, design, acquisition, construction, renovation, improvement, and equipping of certain utility infrastructure projects, and other related improvements and facilities necessary or convenient in connection therewith (the “Facilities”), (ii) paying capitalized interest on the Bonds, if necessary, (iii) funding a debt service reserve fund, if necessary and (iv) paying costs of issuance of the Bonds, including the premiums for a bond insurance policy and a debt service reserve fund surety policy, if necessary (the “Project”); WHEREAS, the Authority desires to authorize the filing of an application with the Louisiana State Bond Commission (the “Commission”) requesting that the Commission grant approval to the issuance of the Bonds in accordance with the Act; WHEREAS, it is desirable that the Executive Committee of the Authority (the “Executive Committee”) adopt a resolution approving the issuance of the Bonds for the development of the Project; and WHEREAS, the Authority reasonably expects to reimburse expenditures of the Corporation, incurred prior to the issuance of the Bonds, if any, for the Project from proceeds of the Bonds and that this resolution is a declaration of official intent under Section 1.150-2 of the United States Treasury Regulations. NOW THEREFORE, BE IT RESOLVED by the Executive Committee of the Board of Directors of Louisiana Local Government Environmental Facilities and Community Development Authority, acting as the governing authority of said Authority, that: SECTION 1. The facts recited in the preamble to this resolution are found to be true and correct and are specifically and affirmatively adopted by the Authority as resolutions of the Authority. SECTION 2. Pursuant to the authority of the Act, the Project is hereby approved and the Executive Committee of the Authority does hereby authorize the undertaking and development of the Project and the issuance of the Authority’s Revenue Bonds (Innovative Student Facilities, Inc. – Louisiana Tech University Infrastructure Improvements Project), in one or more series, taxable or tax exempt, in an aggregate principal amount not to exceed $17,000,000 (the “Bonds”) to provide financing for the (i) planning, design, acquisition, construction, renovation, improvement, and equipping of certain infrastructure projects, and other related improvements and facilities necessary or convenient in connection therewith (the “Facilities”), (ii) paying capitalized interest on the Bonds, if necessary, (iii) funding a debt service reserve fund, if necessary and (iv) paying costs of issuance of the Bonds, including the premiums for a bond insurance policy and a debt service reserve fund surety policy, if necessary (the “Project”). SECTION 3. The Bonds shall mature not later than twenty-five (25) years from the date of their issuance, shall bear interest at a rate not to exceed six percent (6.0%), and shall be secured by payments under a loan agreement between the Authority and the Corporation, which payments will be payable by the Corporation from rental payments received by the Corporation from the Board pursuant to an Agreement to Lease with Option to Purchase by and between the Corporation and the Board (the “Facilities Lease”) which payments will be assigned and pledged to the Authority for payment of principal of, premium, if any, and interest on the Bonds. Rental payments owed by the Board under the Facilities Lease will be paid from General Revenues of the University, as defined below. “General Revenues of the University” means, the funds, income, revenue, fees, receipts or charges of any nature from any source whatsoever on deposit with or accruing from time to time to the University, provided that no such funds, income, revenue, fees, receipts or charges shall be so included which have been or are in the future legally dedicated and required for other purposes by the terms of specific grants, by the terms of particular obligations issued or to be issued (to the extent pledged to pay debt service on such other obligations) or by operation of law, and provided further the full faith and credit of the University is not pledged. “General Revenues of the University” shall not include funds which are appropriated to or for the University by the State Legislature from the State’s General Fund. SECTION 4 . This Resolution evidences official intent of the Authority toward the issuance of its Bonds as contemplated herein in accordance with the laws of the State and the United States Treasury Regulations, Section 1.150-2(e). The amount of the proceeds of the Bonds expected to be used to reimburse the Corporation for expenditures relating to the Project is not expected to exceed $17,000,000. Reimbursement of expenditures of the Corporation from proceeds of the Bonds, if any, will be for reimbursement of expenditures for the Project from the Corporation’s general fund or project fund. SECTION 5 . The officers and staff of the Authority are authorized and empowered to take any and all further action and to sign any and all documents, instruments and writings as may be necessary to carry out the purposes of this resolution and to file, on behalf of the Authority, with any governmental board or entity having jurisdiction over the Bonds or the Project, such applications or requests for approval thereof as may be required by law. SECTION 6 . The Authority does hereby authorize the filing of an application with the Louisiana State Bond Commission (the “Commission”) requesting approval of the issuance of the Bonds. By virtue of applicant/issuer's application for, acceptance and utilization of the benefits of the Louisiana State Bond Commission's approval(s) resolved and set forth herein, it resolves that it understands and agrees that such approval(s) are expressly conditioned upon, and it further resolves that it understands, agrees and binds itself, its successors and assigns to, full and continuing compliance with the "State Bond Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products Hedges, Etc.", adopted by the Commission on July 20, 2006, as to the borrowing(s) and other matter(s) subject to the approval(s), including subsequent application and approval under said Policy of the implementation or use of any swap(s) or other product(s) or enhancement(s) covered thereby. SECTION 7 . The Authority hereby approves and authorizes the publication of one or more Notices of Public Hearing and does hereby further authorize and approve the conducting of public hearings as set forth in said notices in accordance with the requirements of Section 147(f) of the Internal Revenue Code of 1981, as amended. SECTION 8. It is recognized, found and determined that a real necessity exists for the employment of Bond Counsel in connection with the issuance of the Bonds and accordingly, Jones Walker LLP, Baton Rouge, Louisiana is hereby employed as Bond Counsel to the Authority to do and to perform comprehensive, legal and coordinate professional work with respect to the issuance and sale of the bonds. Bond Counsel shall (i) prepare and submit to the Authority for adoption all of the proceedings incidental to the authorization, issuance, sale and delivery of the Bonds, (ii) counsel and advise the Authority with respect to the issuance and sale of the Bonds, and (iii) furnish their opinion covering the legality of the issuance thereof. The fee for bond counsel services to be paid Bond Counsel from Bond proceeds shall be an aggregate amount not to exceed the Attorney General’s then current Bond Counsel Fee Schedule and other guidelines, as negotiated, for comprehensive, legal and coordinate professional work in the issuance of revenue bonds applied to the actual aggregate principal amount issued, sold, delivered and paid for at the time such Bonds are delivered, together with the reimbursement of out-of-pocket expenses incurred and advanced in connection with the issuance of the Bonds, said fee to be payable out of Bond proceeds, subject to the Attorney General’s written approval of said employment and fee as required by the Act. SECTION 8. It is recognized and agreed that a real necessity exists for the employment of special counsel to serve as issuer counsel to the Authority to supervise the issuance of the Bonds and accordingly Butler Snow LLP, Baton Rouge, Louisiana, is hereby employed for such purposes. The fee to be paid for such services shall be an amount to be negotiated with the Authority, together with reimbursement of out-of-pocket expenses incurred and advanced in connection with the issuance of the Bonds, and shall be payable by the Authority from the proceeds of the Bonds. SECTION 9. Stifel, Nicolaus & Company, Incorporated is hereby employed as the Underwriter in connection with the issuance of the Bonds and any Authorized Officer is hereby authorized to execute a contract for such employment. SECTION 10 . This Resolution does hereby incorporate by reference as though fully set out herein the provisions and requirements of the Act. SECTION 11 . This Resolution shall be published in The Advocate, the official journal of the Authority, published in Baton Rouge, Louisiana, and that, as provided by the Act, for a period of thirty (30) days from the date of such publication, any person in interest may contest the legality of this resolution and the Bonds to be issued pursuant hereto and the provisions securing the Bonds. After the said thirty days, no person shall have any right of action to contest the validity of the Bonds or the security therefor or the provisions of this resolution, and all of the Bonds shall be conclusively presumed to be legal, and no court shall thereafter have authority to inquire into such matters. SECTION 12 . This Resolution shall become effective immediately upon its adoption. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 181381-mar 21-1t $182.83