Public Improvemednt Sales Tax Revenue Refunding Bonds Series 2007A

5/20/2018 Public Improvemednt Sales Tax Revenue Refunding Bonds Series 2007A

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OFFICIAL STATEMENT

NEW ISSUE RATINGS:BOOK-ENTRY ONLY Fitch: AAA

Moodys: AaaS&P: AAA

MBIA Insured

The delivery of the Series 2007A Bonds is subject to the opinion of Breazeale, Sachse & Wilson, L.L.P., Bond Counsel, to

the effect that, under existing law, interest on the Series 2007A Bonds is excluded from gross income of the owners thereof forfederal income tax purposes. Bond Counsel is further of the opinion that, under existing law, interest on the Series 2007A Bonds

is not a specific tax preference item for purposes of calculating the federal alternative minimum tax imposed on individuals and

corporations. Pursuant to the Act, the Series 2007A Bonds and the interest thereon are exempt from all taxation in the State of

Louisiana. See Tax Exemption herein for a discussion of the opinion of Bond Counsel, including a description of alternativeminimum tax consequences for certain corporations. (See Appendix F for Bond Counsels opinion.)

$30,395,000PUBLIC IMPROVEMENT SALES TAX REVENUE REFUNDING BONDS,

SERIES 2007ACITY OF BATON ROUGE, STATE OF LOUISIANA

The City of Baton Rouge, State of Louisiana (the City or the Issuer) is issuing $30,395,000 of its Public ImprovementSales Tax Revenue Refunding Bonds, Series 2007A (the Series 2007A Bonds) for the purpose of (1) providing sufficient funds,together with other available moneys, to current refund $2,615,000 in principal amount of the Issuers Public Improvement SalesTax Revenue Bonds, Series 1993, and to advance refund (i) $2,275,000 in principal amount of the Issuers Public ImprovementSales Tax Revenue Bonds, Series 1997, and (ii) $25,765,000 in principal amount of the Issuers Public Improvement Sales Tax

Revenue and Refunding Bonds, Series 1998A (collectively, the Refundable Sales Tax Revenue Bonds); and (2) paying the costsof issuance thereof.

The Series 2007A Bonds are payable solely from and secured by an irrevocable pledge and dedication of the net avails orproceeds of the special two percent (2%) sales and use tax now being levied and collected within the City of Baton Rouge inaccordance with Section 20 of Act No. 169 of the 1898 Regular Session of the Louisiana Legislature, as amended by Act No. 334of the 1946 Regular Session of the Louisiana Legislature, after payment of the reasonable and necessary costs and expensesof collecting and administering the tax. The Series 2007A Bonds are being issued on a complete parity with the Issuersoutstanding (1) Public Improvement Sales Tax Revenue Bonds, Series 1997, of which $1,650,000 will remain outstanding(the Non-Refunded Series 1997 Bonds), (2) Public Improvement Sales Tax Revenue and Refunding Bonds, Series 1998A,of which $32,215,000 will remain outstanding (the Non-Refunded Series 1998A Bonds), (3) Public Improvement Sales TaxRevenue Bonds, Series 2001A, of which $21,235,000 is currently outstanding (the Non-Refunded Series 2001A Bonds) and(4) Public Improvement Sales Tax Revenue Bonds, Series 2005B (Taxable), of which $2,010,000 is currently outstanding (theNon-Refunded Series 2005B Bonds and, together with the Non-Refunded Series 1997 Bonds, the Non-Refunded Series 1998ABonds and the Non-Refunded Series 2001A Bonds, the Non-Refunded Sales Tax Revenue Bonds).

The Series 2007A Bonds are issuable only as fully registered bonds in denominations of $5,000 or any integral multiplethereof within a maturity. Interest on the Series 2007A Bonds will be payable on each February 1 and August 1, commencing

August 1, 2007 until maturity. Purchasers of the Series 2007A Bonds will not receive certificates representing their interestin the Series 2007A Bonds purchased. The Series 2007A Bonds will be registered in the name of Cede & Co., as nominee ofThe Depository Trust Company, New York, New York (DTC). Principal of and premium, if any, and interest on the Series2007A Bonds will be payable by The Bank of New York Trust Company, N.A., in the City of Baton Rouge, Louisiana (thePaying Agent/Registrar) to Cede & Co., which will remit such payments to the DTC Participants (as defined herein) forsubsequent disbursement to purchasers of the Series 2007A Bonds. See THE SERIES 2007A BONDS - Book-Entry OnlySystem herein.

The Series 2007A Bonds are not subject to optional redemption prior to their stated maturities.

The Series 2007A Bonds will mature in each of the years and with the interest rates included on the schedule whichappears on the inside cover page hereof.

The scheduled payment of principal of and interest on the Series 2007A Bonds when due is guaranteed under an insurancepolicy to be issued concurrently with the delivery of the Series 2007A Bonds by MBIA Insurance Corporation (MBIA).

This cover page contains information for quick reference only. It is not a summary of this issue. Investors must read theentire Official Statement to obtain information essential to the making of an informed investment decision.

The Series 2007A Bonds are offered subject to the approving opinion of Breazeale, Sachse & Wilson, L.L.P., Baton Rouge,Louisiana, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Issuer by DeCuir, Clark& Adams, L.L.P., Baton Rouge, Louisiana. Certain legal matters will be passed upon for the Underwriters, by their counsel,Crawford Lewis, P.L.L.C., Baton Rouge, Louisiana. Government Consultants of Louisiana, Inc., Baton Rouge, Louisiana isacting as Financial Advisor to the Issuer. It is expected that the Series 2007A Bonds will be available for delivery in book-entryonly form to DTC, New York, New York, on or about March 28, 2007, against payment therefor.

The date of this Official Statement is March 1, 2007

MERRILL LYNCH & CO. MORGAN KEEGAN & COMPANY, INC.



MATURITY SCHEDULE

$30,395,000

PUBLIC IMPROVEMENT SALES TAX REVENUE REFUNDING BONDS,

SERIES 2007A

CITY OF BATON ROUGE, STATE OF LOUISIANA

BASE CUSIP: 071270

Due August 1 Principal Amount Interest Rate Yield CUSIP

2008 $210,000 4.000% 3.640% KM3

2009 220,000 4.000 3.660 KN1

2010 465,000 4.000 3.700 KP6

2011 8,825,000 5.000 3.700 KQ4

2012 9,265,000 5.000 3.710 KR2

2013 2,605,000 4.000 3.720 KS0

2014 2,710,000 5.000 3.730 KT8

2015 2,845,000 4.500 3.790 KU5

2016 2,530,000 4.000 3.840 KV3

2017 530,000 4.000 3.870 KW1

2018 190,000 4.000 3.930 KX9



OFFICIALS

OF THE CITY OF BATON ROUGE, PARISH OF EAST BATON ROUGE,

STATE OF LOUISIANA

MAYOR PRESIDENT

Melvin L. Kip Holden

METROPOLITAN COUNCIL

District 1: Wayne Carter District 7: Byron Sharper

District 2: Ulysses Addison District 8: Mike WalkerDistrict 3: Dr. Pat Culbertson, Jr. District 9: Darrell P. OursoDistrict 4: Joseph Greco District 10: Lorri BurgessDistrict 5: Charles R. Kelly District 11: David BonenoDistrict 6: Martha Jane Tassin District 12: Mickey Skyring

COUNCIL ADMINISTRATOR-TREASURER

M. Brian Mayers

CHIEF ADMINISTRATIVE OFFICER

Walter Monsour

FINANCE DIRECTOR

David M. Medlin

PARISH ATTORNEY

E. Wade Shows, Esq.

BOND COUNSEL

Breazeale, Sachse & Wilson, L.L.P.Baton Rouge, Louisiana

FINANCIAL ADVISOR

Government Consultants of Louisiana, Inc.Baton Rouge, Louisiana



NO DEALER, BROKER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED BY THEISSUER OR THE UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANYREPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND, IFGIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPONAS HAVING BEEN AUTHORIZED BY THE ISSUER OR THE UNDERWRITER. THIS OFFICIALSTATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO

BUY, NOR SHALL THERE BE ANY SALE OF THE SERIES 2007A BONDS BY ANY PERSON IN ANYJURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER,SOLICITATION OR SALE. THE INFORMATION SET FORTH HEREIN CONCERNING THE DEPOSITORYTRUST COMPANY ("DTC") HAS BEEN FURNISHED BY DTC, AND NO REPRESENTATION IS MADE BYTHE ISSUER OR THE UNDERWRITER AS TO THE COMPLETENESS OR ACCURACY OF SUCHINFORMATION.

THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENTIN ACCORDANCE WITH, AND AS PART OF, THEIR RESPONSIBILITIES TO INVESTORS UNDER THEFEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THISTRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTEE THE ACCURACY ORCOMPLETENESS OF SUCH INFORMATION.

ALL OTHER INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE ISSUER

AND OTHER SOURCES WHICH ARE BELIEVED TO BE RELIABLE BUT IS NOT GUARANTEED AS TOACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION BY,THE UNDERWRITERS. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECTTO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NORANY SALES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANYIMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER, THE BONDINSURER OR DTC SINCE THE DATE HEREOF.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECTTRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2007ABONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THEOPEN MARKET, AND SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.THE UNDERWRITERS MAY OFFER AND SELL THE SERIES 2007A BONDS TO CERTAIN DEALERS AND

OTHERS AT PRICES OR YIELDS LOWER THAN THE PUBLIC OFFERING PRICES OR YIELDS STATEDON THE COVER PAGE OF THIS OFFICIAL STATEMENT, AND SUCH PUBLIC OFFERING PRICES ORYIELDS MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS.

THE REGISTRATION, QUALIFICATION OR EXEMPTION OF THE SERIES 2007A BONDS INACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTIONS INWHICH THESE SECURITIES HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED DOES NOT MEANTHAT EITHER THESE JURISDICTIONS OR ANY OF THEIR AGENCIES HAVE PASSED IN ANY WAYUPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED, THE SECURITIES, OR THEIROFFER OR SALE. NEITHER THESE JURISDICTIONS NOR ANY OF THEIR AGENCIES HAVEGUARANTEED OR PASSED UPON THE SAFETY OF THE SERIES 2007A BONDS AS AN INVESTMENT,UPON THE PROBABILITY OF ANY EARNINGS THEREON OR UPON THE ACCURACY OR ADEQUACYOF THIS OFFICIAL STATEMENT.

THE SERIES 2007A BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES ANDEXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. IN MAKING ANINVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE CITYAND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.



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TABLE OF CONTENTS

INTRODUCTION .......................................................................................................................................................1

THE BONDS................................................................................................................................................................2

General Description ....................................................................................................................................................2

Bo ok- En tr y On ly Sy st em .....................................................................................................................................2

Removal From Book-Entry Only System.................................................................................................................4

Redemption of the Series 2007A Bonds.....................................................................................................................5

Optional Redemption ..................................................................................................................................................5

PLAN OF FINANCING..............................................................................................................................................5

SECURITY PROVISIONS AND PROTECTIVE COVENANTS............................................................................6

Bond Resolution...........................................................................................................................................................6

Security for the Series 2007A Bonds..........................................................................................................................6

Flow of Funds............................................................................................................................................................7

Reserve Fund ...............................................................................................................................................................9

Issuance of Additional Bonds ................................................................................................................................9

Additional Provisions ................................................................................................................................................11

Bond Resolution to Constitute Contract..................................................................................................................11

Tax Covenants ...........................................................................................................................................................11

Parity Bonds...............................................................................................................................................................11

Debt Service Requirements.......................................................................................................................................12

INFORMATION RELATING TO SALES AND USE TAX SECURING THE SERIES 2007A BONDS ........12

Authority for Levy of Sales Tax ...............................................................................................................................12

Description of Sales Tax............................................................................................................................................12

Levy and Collection of Sales and Use Tax...............................................................................................................14

SALES TAX COLLECTIONS.................................................................................................................................15

Annual Collections.....................................................................................................................................................15



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Monthly Collections...................................................................................................................................................15

SOURCE S AND US ES OF FUND S .................................................................................................................16

FINANCIAL GUARANTY INSURANCE ......................................................................................................16

LITIGATION ............................................................................................................................................................18

TAX EXEMPTION....................................................................................................................................................19

Federal Tax-Exemption ............................................................................................................................................19

General .......................................................................................................................................................................19

Alternative Minimum Tax Considerations..............................................................................................................19

Tax Treatment of Original Issue Discount and of Premium..................................................................................20

Non-Qualified Tax-Exempt Obligations for Financial Institutions.......................................................................20

Louisiana Taxes .........................................................................................................................................................20

Legal Opinion.............................................................................................................................................................20

FINANCIAL ADVISOR...........................................................................................................................................20

BOND RATINGS.......................................................................................................................................................21

CONTINUING DISCLOSURE................................................................................................................................21

VERIFICATION OF MATHEMATICAL COMPUTATIONS............................................................................21

UNDERWRITING ....................................................................................................................................................22

LEGAL MATTERS..................................................................................................................................................22

MISCELLANEOUS..................................................................................................................................................22

INVESTMENTS........................................................................................................................................................20

ADDITIONAL INFORMATION.............................................................................................................................20

CERTIFICATION AS TO OFFICIAL STATEMENT .........................................................................................24

APPENDICES

APPENDIX A CERTAIN PROVISIONS OF THE BOND RESOLUTION

APPENDIX B FINANCIAL AND STATISTICAL DATA RELATIVE TO THE CITY OF BATON ROUGE

AND THE PARISH OF EAST BATON ROUGE

APPENDIX C AUDITED FINANCIAL STATEMENTS

APPENDIX D ANNUAL OPERATING BUDGET SUMMARY

APPENDIX E BONDS TO BE REFUNDED

APPENDIX F FORM OF OPINION OF BOND COUNSEL

APPENDIX G FORM OF CONTINUING DISCLOSURE AGREEMENT

APPENDIX H SPECIMEN FORM OF FINANCIAL GUARANTY INSURANCE POLICY



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OFFICIAL STATEMENT

$30,395,000

PUBLIC IMPROVEMENT SALES TAX REVENUE REFUNDING BONDS,

SERIES 2007A

CITY OF BATON ROUGE, STATE OF LOUISIANA

INTRODUCTION

The purpose of this Official Statement, including the cover page and the Appendices attached hereto, is toset forth certain information concerning the City of Baton Rouge, State of Louisiana (the Issuer or the City) andthe $30,395,000 aggregate original principal amount of Public Improvement Sales Tax Revenue Refunding Bonds,Series 2007A (the "Series 2007A Bonds") to be issued by the Issuer. The Series 2007A Bonds are being issued bythe Issuer pursuant to the General Bond Resolution No. 29075 adopted by the Metropolitan Council of the City ofBaton Rouge, State of Louisiana (the Governing Authority) on July 12, 1989 (the "General Bond Resolution") andthe Supplemental Bond Resolution adopted by the Governing Authority on January 10, 2007 (the "SupplementalBond Resolution and together with the General Bond Resolution, the "Bond Resolution").

The Series 2007A Bonds are being issued by the Issuer under the authority of Chapter 14-A of Title 39 ofthe Louisiana Revised Statutes of 1950, as amended, (the Act), and other constitutional and statutory authority.The Series 2007A Bonds are being issued for the purpose of (1) providing sufficient funds, together with otheravailable moneys of the Issuer, to current refund $2,615,000 in principal amount of the Issuers PublicImprovement Sales Tax Revenue Bonds, Series 1993, maturing August 1, 2007, to and including August 1, 2018(the Refundable Series 1993 Bonds), and to advance refund (i) $2,275,000 in principal amount of the IssuersPublic Improvement Sales Tax Revenue Bonds, Series 1997, maturing August 1, 2010, to and including August 1,2017 (the Refundable Series 1997 Bonds) and (ii) $25,765,000 in principal amount of the Issuers PublicImprovement Sales Tax Revenue and Refunding Bonds, Series 1998A, maturing August 1, 2011, to and includingAugust 1, 2016 (the Refundable Series 1998A Bonds, and together with the Refundable Series 1993 Bonds andthe Refundable Series 1997 Bonds, the Refundable Sales Tax Revenue Bonds); and (2) paying the costs ofissuance thereof.

The Series 2007A Bonds are payable solely from and secured by an irrevocable pledge and dedication ofthe net avails or proceeds of the special two percent (2%) sales and use tax now being levied and collected withinthe City of Baton Rouge in accordance with Section 20 of Act No. 169 of the 1898 Regular Session of the LouisianaLegislature, as amended by Act No. 334 of the 1946 Regular Session of the Louisiana Legislature, after payment ofthe reasonable and necessary costs and expenses of collecting and administering the tax. The Series 2007A Bondsare being issued on a complete parity with the Citys outstanding (1) Public Improvement Sales Tax RevenueBonds, Series 1997, maturing August 1, 2007, to and including August 1, 2009, in the principal amount of$1,650,000 (the Non-Refunded Series 1997 Bonds), (2) Public Improvement Sales Tax Revenue and RefundingBonds, Series 1998A, maturing August 1, 2007, to and including August 1, 2010, in the principal amount of$32,215,000 (the Non-Refunded Series 1998A Bonds), (3) Public Improvement Sales Tax Revenue Bonds, Series2001A, of which $21,235,000 is currently outstanding (the Non-Refunded Series 2001A Bonds) and (4) PublicImprovement Sales Tax Revenue Bonds, Series 2005B (Taxable), of which $2,010,000 is currently outstanding (theNon-Refunded Series 2005B Bonds and, together with the Non-Refunded Series 1997 Bonds, the Non-RefundedSeries 1998A Bonds and the Non-Refunded Series 2001A Bonds, the Non-Refunded Sales Tax Revenue Bonds).

Payment of the scheduled principal and interest on the Series 2007A Bonds is guaranteed by a financial

guaranty insurance policy (the "Policy") to be issued by MBIA Insurance Corporation (the "Bond Insurer")simultaneously with the delivery of the Series 2007A Bonds. See "FINANCIAL GUARANTY INSURANCE" hereinand "APPENDIX H - Specimen Form of Financial Guaranty Insurance Policy."



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Unless the context shall clearly indicate otherwise, all capitalized terms used in this Official Statementwhich are defined in the Bond Resolution, shall, for all purposes of this Official Statement, have the respectivemeanings given to them in the Bond Resolution. See "APPENDIX A - Certain Provisions of the Bond Resolution -Definitions."

This Official Statement contains brief descriptions of the Series 2007A Bonds, the City Sales Tax, thePolicy, and the Bond Resolution. Such descriptions do not purport to be comprehensive or definitive and arequalified in their entirety by reference to such documents. Until the issuance and delivery of the Series 2007ABonds, copies of drafts of such documents described herein may be obtained from the Underwriters. After thedelivery of the Series 2007A Bonds, copies of such documents will be available for inspection during normalbusiness hours at the principal corporate trust office of the Paying Agent/Registrar located in Baton Rouge,Louisiana.

THE SERIES 2007A BONDS

General Description

The Series 2007A Bonds are dated the date of delivery, will bear interest payable at the rates and timesand will mature in the amounts and on the dates set forth on the inside cover page of this Official Statement. TheSeries 2007A Bonds are initially issuable as fully registered bonds, without coupons, in the denomination of$5,000 or any integral multiple thereof. Interest on the Series 2007A Bonds will be paid by check mailed on orbefore each February 1 and August 1 of each year, commencing August 1, 2007 (each an Interest Payment

Date) by the Paying Agent to the person in whose name the Bond is registered at the close of business on theRecord Date (which is the 15 thday of the calendar month next preceding the Interest Payment Date). The Bankof New York Trust Company, N.A., Baton Rouge, Louisiana is serving as Paying Agent and Registrar for theSeries 2007A Bonds.

The Bond Register shall be maintained by the Trustee as Bond Registrar for the registration, exchangeand transfer of Bonds. Bonds may be exchanged or transferred upon surrender thereof at the principal corporatetrust office of the Paying Agent with a written instrument of exchange or transfer satisfactory to the PayingAgent. In connection with any transfer or exchange of Bonds, the Issuer or the Paying Agent may impose acharge for any applicable tax, fee or other governmental charge incurred in connection with such transfer orexchange, which sums are payable by the person requesting such transfer or exchange.

THE SERIES 2007A BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OR PLEDGE OF THE

GENERAL CREDIT OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL ORSTATUTORY LIMITATION OF INDEBTEDNESS. THE SERIES 2007A BONDS CONSTITUTE ABORROWING SOLELY UPON THE CREDIT OF THE CITY TAX RECEIVED BY THE ISSUER AND DOESNOT CONSTITUTE AN INDEBTEDNESS OR PLEDGE OF THE GENERAL CREDIT OF THE ISSUERWITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS RELATING TOTHE INCURRING OF INDEBTEDNESS.

Book-Entry Only System

The Series 2007A Bonds initially will be issued solely in book-entry form to be held in the book-entry-only system maintained by The Depository Trust Company ("DTC"), New York, New York. So long as such book-entry system is used, only DTC will receive or have the right to receive physical delivery of the Series 2007ABonds and Beneficial Owners will not be or be considered to be, and will not have any rights as, owners or

holders of the Series 2007A Bonds under the Bond Resolution.

The following information in this section concerning DTC and the DTC book-entry system has beenobtained from DTC and none of the Issuer, the Paying Agent nor the Underwriter takes responsibility for theaccuracy or completeness thereof.

DTC will act as securities depository for the Series 2007A Bonds. The Series 2007A Bonds will beissued as fully-registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or suchother name as may be requested by an authorized representative of DTC. One fully-registered Bond will beissued for each series of the Series 2007A Bonds as set forth on the inside cover page hereof, each in theaggregate principal amount of such maturity, will be registered and will be deposited with DTC.



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DTC is a limited-purpose trust company organized under the New York Banking Law, a "bankingorganization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a"clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency"registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds andprovides asset servicing for issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, andmoney market instruments that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitatesthe post-trade settlement among Direct Participants of sales and other securities transactions in depositedsecurities, through electronic computerized book-entry transfers and pledges between Direct Participantsaccounts. This eliminates the need for physical movement of securities certificates. Direct Participants include bothU.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain otherorganizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC").DTCC, in turn, is owned by a number of Direct Participants of DTC and Members of the National SecuritiesClearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and EmergingMarkets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by theNew York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of SecuritiesDealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securitiesbrokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodialrelationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The DTC Rulesapplicable to its Participants are on file with the Securities and Exchange Commission. More information aboutDTC can be found at www.dtcc.com.

Purchases of the Series 2007A Bonds under the DTC system must be made by or through Direct

Participants, which will receive a credit for the Series 2007A Bonds on DTC's records. The ownership interest ofeach actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and IndirectParticipants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase.Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction,as well as periodic statements of their holdings, from the Direct or Indirect Participant through which theBeneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2007A Bonds are tobe accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of BeneficialOwners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2007ABonds, except in the event that use of the book-entry system for the Series 2007A Bonds is discontinued.

To facilitate subsequent transfers, all of the Series 2007A Bonds deposited by Direct Participants withDTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may berequested by an authorized representative of DTC. The deposit of the Series 2007A Bonds with DTC and their

registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficialownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2007A Bonds; DTC's recordsreflect only the identity of the Direct Participants to whose accounts such the Series 2007A Bonds are credited,which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible forkeeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants toIndirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed byarrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.Beneficial Owners of the Series 2007A Bonds may wish to take certain steps to augment the transmission to them ofnotices of significant events with respect to the Series 2007A Bonds, such as redemptions, tenders, defaults, andproposed amendments to the Bond documents. For example, Beneficial Owners of the Series 2007A Bonds maywish to ascertain that the nominee holding the Series 2007A Bonds for their benefit has agreed to obtain and

transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names andaddresses to the registrar and request that copies of notices be provided directly to them.

Redemption notices shall be sent to DTC. If fewer than all of the Series 2007A Bonds within an issue arebeing redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in suchissue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series2007A Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usualprocedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The OmnibusProxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series2007A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).



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Redemption proceeds, distributions, and dividend payments on the Series 2007A Bonds will be made toCede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practiceis to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from theIssuer or the Paying Agent/Registrar, on payable date in accordance with their respective holdings shown onDTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions andcustomary practices, as is the case with securities held for the accounts of customers in bearer form or registeredin "street name," and will be the responsibility of such Participant and not of DTC nor its nominee, the Issuer or thePaying Agent/Registrar, subject to any statutory or regulatory requirements as may be in effect from time to t ime.Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee asmay be requested by an authorized representative of DTC) is the responsibility of the Issuer or the PayingAgent/Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, anddisbursement of such payments to the Beneficial Owners will be the responsibility of Direct and IndirectParticipants.

DTC may discontinue providing its services as depository with respect to the Series 2007A Bonds at anytime by giving reasonable notice to the Issuer or the Paying Agent/Registrar. Under such circumstances, in theevent that a successor depository is not obtained, the Bond certificates are required to be printed and delivered.

The Issuer may decide to discontinue use of the system of book-entry only transfers through DTC (or asuccessor securities depository). In that event, Bond certificates will be printed and delivered to DTC as describedin the Bond Resolution.

THE ISSUER, THE PAYING AGENT AND THE UNDERWRITERS CANNOT AND DO NOT GIVEANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILLDISTRIBUTE TO THE BENEFICIAL OWNERS OF THE SERIES 2007A BONDS, (i) PAYMENTS OFPRINCIPAL OF OR INTEREST ON THE SERIES 2007A BONDS, (ii) CERTIFICATES REPRESENTING ANOWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS INBONDS, OR (iii) REDEMPTION OR OTHER NOTICES SENT TO DTC OR CEDE & CO., ITS NOMINEE,AS THE REGISTERED OWNERS OF THE SERIES 2007A BONDS, OR THAT THEY WILL DO SO ON ATIMELY BASIS OR THAT DTC OR DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILLSERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CURRENT"RULES" APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSIONAND THE CURRENT "PROCEDURES" OF DTC TO BE FOLLOWED IN DEALING WITH DTCPARTICIPANTS ARE ON FILE WITH DTC.

NEITHER THE ISSUER, PAYING AGENT NOR THE UNDERWRITERS WILL HAVE ANYRESPONSIBILITY OR OBLIGATIONS TO SUCH DTC PARTICIPANTS OR THE BENEFICIAL OWNERSWITH RESPECT TO: (1) THE SERIES 2007A BONDS; (2) THE ACCURACY OF ANY RECORDSMAINTAINED BY DTC OR ANY DTC PARTICIPANT; (3) THE PAYMENT BY ANY DTC PARTICIPANTOF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OFOR INTEREST ON THE SERIES 2007A BONDS; (4) THE DELIVERY BY ANY DTC PARTICIPANT OFANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THETERMS OF THE BOND RESOLUTION TO BE GIVEN TO HOLDERS OF THE SERIES 2007A BONDS; (5)THE SELECTION OF THE BENEFICIAL OWNERS TO RECEIVE PAYMENT IN THE EVENT OF ANYPARTIAL REDEMPTION OF THE SERIES 2007A BONDS; OR (6) ANY CONSENT GIVEN OR OTHERACTION TAKEN BY DTC AS HOLDER OF THE SERIES 2007A BONDS.

Removal From Book-Entry Only System

In the event the Series 2007A Bonds are removed from the Book Entry System, the principal of and theinterest on the Series 2007A Bonds shall be payable to the persons in whose names the Series 2007A Bonds areregistered on the Bond Register on the applicable Record Date. Payments of interest on the Series 2007A Bondsshall be made to the Registered Owners of the Series 2007A Bonds (as determined at the close of business on theRecord Date next preceding the applicable Interest Payment Date) by check drawn upon the Paying Agent andmailed by first class as they appear on the Bond Register or to such other address as may be furnished in writingby any Registered Owner to the Paying Agent prior to the applicable Record Date. The principal amount of anyBond and premium, if any, together with interest payable on any Bond Payment Date (other than interest payableon a regularly scheduled Interest Payment Date) will be made by check only upon presentation and surrender ofthe Bond on or after its maturity date or date fixed for purchase, redemption or other payment at the office of the



5

Paying Agent designated by the Paying Agent for that purpose. Notwithstanding the foregoing, payment ofprincipal of, premium, if any, and interest on any Bond shall be made by wire transfer to any account within theUnited States of America designated by a Bondholder owning $1,000,000 or more in aggregate principal amountof Bonds (if requested in writing of the Paying Agent by such Bondholder not less than five (5) days prior to theapplicable Interest Payment Date and if such Bondholder otherwise complies with the reasonable requirements ofthe Paying Agent. A request for wire transfer may specify that it is effective with respect to all succeedingpayments of principal, premium, if any, and interest and will be so effective unless and until rescinded in writingby the Bondholder at least five (5) days prior to the Record Date for the first Bond Payment Date to which suchrescission is designated to apply. If interest on the Series 2007A Bonds is in default, the Paying Agent shall,prior to payment of interest, establish a special record date (the Special Record Date) for such payment, whichSpecial Record Date shall be not more than fifteen (15) nor less than ten (10) days prior to the date of theproposed payment. Payment of such defaulted interest shall then be made by check or wire transfer, as describedabove, mailed or remitted to the person in whose names the Series 2007A Bonds are registered on the SpecialRecord Date at the addresses or accounts of such persons shown on the Bond Register.

Redemption of the Series 2007A Bonds

Optional Redemption

The Series 2007A Bonds are not subject to redemption at the option of the Issuer prior to their statedmaturities.

PLAN OF REFUNDING

The Series 2007A Bonds will be issued for the purpose of providing sufficient funds, together with otheravailable moneys of the Issuer, to current refund the Refundable Series 1993 Bonds, and to advance refund theRefundable 1997 Bonds and the Refundable Series 1998A Bonds. See Appendix E hereto for a list of bonds beingrefunded.

The City will use a portion of the proceeds of the Series 2007A Bonds, together with certain funds ondeposit in the Debt Service Fund relating to the Refundable Series 1993 Bonds, the Refundable Series 1997 Bondsand the Refundable Series 1998A Bonds, to make a deposit of $31,822,623.24 into an escrow fund (the EscrowFund) created pursuant to an Escrow Deposit Agreement (the Escrow Agreement), dated as of March 1, 2007,between the Issuer and The Bank of New York Trust Company, N.A., as escrow trustee (the Escrow Trustee),solely for the benefit of the owners of the Refundable Series 1993 Bonds, the Refundable Series 1997 Bonds and theRefundable Series 1998A Bonds. The Escrow Trustee will use such proceeds to acquire certain noncallable directUnited States of America government obligations (the Escrow Obligations). Said Escrow Obligations will be heldby the Escrow Trustee pursuant to the terms of the Escrow Agreement. The Escrow Obligations will mature at suchtimes and in such amounts so that sufficient moneys will be available from such maturing principal, together withinterest income to be derived from the Escrow Obligations, and cash balances, if any, to pay when due the principal,premium and interest on the Refundable Series 1993 Bonds, the Refundable Series 1997 Bonds and the RefundableSeries 1998A Bonds prior to and on their respective optional redemption dates. See VERIFICATION OFMATHEMATICAL COMPUTATIONS herein.

Upon the making of such deposit, the Refundable Series 1993 Bonds, the Refundable Series 1997 Bondsand the Refundable Series 1998A Bonds will have been defeased, will be deemed to have been paid and will nolonger be considered outstanding under the General Bond Resolution, and pursuant to which the Refundable Series1993 Bonds, the Refundable Series 1997 Bonds and the Refundable Series 1998A Bonds were issued; the

covenants, agreements and obligations of the Issuer under the General Bond Resolution will have been dischargedand satisfied and the Refundable Series 1993 Bonds, the Refundable Series 1997 Bonds and the Refundable Series1998A Bonds will no longer be entitled to any benefits under the General Bond Resolution. The Escrow Fund shallbe held by the Escrow Trustee separate and apart from all other funds or accounts held by the Escrow Trustee. TheEscrow Trustee will have no lien whatsoever upon any moneys in the Escrow Fund for any of its fees and costsincurred in carrying out the provisions of the Escrow Agreement, which fees and costs will be paid to the EscrowTrustee by the Issuer from other available funds.



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SECURITY PROVISIONS AND PROTECTIVE COVENANTS

Bond Resolution

The Series 2007A Bonds are being issued pursuant to General Bond Resolution No. 29075 adopted on July12, 1989, by the Metropolitan Council of the Parish of East Baton Rouge and City of Baton Rouge, the governingauthority of the City (the Governing Authority), as supplemented and amended by the following resolutions,adopted on the following dates and defined collectively as the Bond Resolution:

Resolution

Number

Adoption

Date

Amended &

Supplemented by

Resolution

Adoption

Date Defined As

29075 07/12/89 29135 08/09/89 General Bond Resolution

30564 10/24/90 30724 12/12/90 1990 Supplemental Bond Resolution


32177 03/11/92 32325 04/22/92 1992A Supplemental Bond Resolution





43867 01/26/05 44014 04/13/05 2005B Supplemental Bond Resolution

45252 01/10/07 -- 03/14/07 2007A Supplemental Bond Resolution

(collectively, the Bond Resolution)

Security for the Series 2007A Bonds

The Series 2007A Bonds are being issued on a complete parity with the following described issues ofbonds, collectively the Non-Refunded Sales Tax Revenue Bonds:

Principal Outstanding

Amount Name Series Dated Date January 1, 20071

$4,000,000 Public Improvement Sales Tax Revenue Bonds Series 1993 October 1, 1993 $2,615,000

$19,325,000 Public Improvement Sales Tax Revenue Bonds Series 1997 October 1, 1997 3,925,000$94,450,000 Public Improvement Sales Tax Revenue & Refunding Bonds Series 1998A November 1, 1998 57,980,000

$23,625,000 Public Improvement Sales Tax Revenue Bonds Series 2001A August 1, 2001 21,235,000

$2,100,000 Public Improvement Sales Tax Revenue Bonds Series 2005B April 19, 2005 2,010,000

The Series 2007A Bonds are being issued under the authority of Chapter 14-A of Title 39 of the Louisiana RevisedStatutes of 1950, as amended, and other constitutional and statutory authority supplemental hereto, and pursuant tothe Bond Resolution. The Bond Resolution provides that the Series 2007A Bonds will be secured by and are payablesolely from a pledge and dedication of the net avails or proceeds of the two percent (2%) sales and use taxauthorized pursuant to Section 20 of Act No. 169 of the 1898 Regular Session of the Louisiana Legislature, asamended by Act No. 334 of the 1946 Regular Session of the Louisiana Legislature (the City Tax), levied andcollected by the Governing Authority pursuant to Ordinance 10127 (the Ordinance) adopted by the GoverningAuthority on December 14, 1994, levying the City Tax. The City Tax is levied upon the sale at retail, the use, theconsumption, the distribution and the storage in the City of each item of tangible personal property, and upon thelease or rental of such property and the sale of services within the City, and upon the furnishing, preparing orserving of articles of tangible personal property as defined in the Ordinance.

THE SERIES 2007A BONDS ARE SPECIAL OBLIGATIONS OF THE CITY AND DO NOTCONSTITUTE AN INDEBTEDNESS OR PLEDGE OF THE GENERAL CREDIT OF THE CITY WITHIN THEMEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS RELATING TO THE INCURRINGOF INDEBTEDNESS.

The City recognizes that the Governing Authority is bound under the terms and provisions of law, to levy,impose, enforce and collect the City 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 City Tax,

1$2,615,000 of the Series 1993 Bonds will be current refunded and defeased with the proceeds of the Series 2007A Bonds, and will no longer beoutstanding; $2,275,000 of the Series 1997 Bonds and $25,765,000 of the Series 1998A Bonds will be advance refunded and defeased with the

proceeds of the Series 2007A Bonds, and will no longer be outstanding.



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until all of the Series 2007A Bonds and the Non-Refunded Sales Tax Revenue Bonds have been retired as to bothprincipal and interest. Nothing contained in the Bond Resolution shall be construed to prevent the GoverningAuthority from altering, amending or repealing, from time to time as may be necessary, the Ordinance adoptedproviding for the levying, imposition, enforcement and calculation of the City Tax or any subsequent ordinanceproviding therefor, such alterations, amendments or repeals to be conditioned upon the continued preservation of therights of the Owners with respect to the revenues from the City Tax. More specifically, there shall be no amendmentto the ordinance levying the City Tax unless the Director of Finance certifies that if such change were in effect forthe prior two Fiscal Years, each years City Tax revenues would have been at least three (3) times the highestcombined principal and interest requirement for any succeeding Fiscal Year on the Series 2007A Bonds, the Non-Refunded Sales Tax Revenue Bonds and any pari passu bonds. Subject to such provision, the Bond Resolution andthe obligation to continue to levy, collect and allocate the City Tax and to apply the revenues therefrom inaccordance with the provisions of the Citys Bond Resolution, shall be irrevocable until the Series 2007A Bonds andthe Non-Refunded Sales Tax Revenue Bonds have been paid in full as to both principal and interest and shall not besubject to amendment in any manner which would impair the rights of the Owners from time to time of payment ofprincipal thereof and interest thereon. More specifically, neither the Legislature of the State of Louisiana nor theCity may discontinue or decrease the City Tax or permit to be discontinued or decreased the City Tax in anticipationof the collection of which the Series 2007A Bonds and the Non-Refunded Sales Tax Revenue Bonds have beenissued, or in any way make any change in such City Tax which would diminish the amount of the sales tax revenuesto be received by the City except as provided above, until all of the Series 2007A Bonds and the Non-RefundedSales Tax Revenue Bonds shall have been retired as to both principal and interest.

(NOTE: The Governing Authority levies and collects additional sales and use taxes as further described herein,

however, said additional taxes do not serve as security for the Series 2007A Bonds and the Non-Refunded SalesTax Revenue Bonds).

Flow of Funds

The City, in the Bond Resolution, has established and created the following special accounting funds to beheld by the Fiscal Agent of the City for the City for the equal and ratable benefit and security for the Owners of theSeries 2007A Bonds which funds shall be maintained and separately accounted for by the City for purposes of theSeries 2007A Bonds:

(1) City of Baton Rouge Two Percent Sales Tax Fund (the Sales Tax Fund);

(2) 2007A City STRB Debt Service Sinking Fund (the Sinking Fund);

(3) 2007A City STRB Debt Service Reserve Fund (the Reserve Fund); and

(4) 2007A City STRB Refunding Proceeds Fund (the Refunding Proceeds Fund).

All moneys or securities deposited into the Sinking Fund and the Reserve Fund pursuant to the BondResolution shall be held in trust by the Fiscal Agent of the City and applied only in accordance with the provisionsthereof and shall be considered trust funds for the purposes of the Bond Resolution.

The collector of the City Tax shall remit monthly the avails or proceeds derived from the levy andcollection thereof to the City. The City shall deposit such proceeds from time to time, as the same may be received,in the Sales Tax Fund maintained with the Fiscal Agent of the City. So long as any bonds issued under the BondResolution remain outstanding, the City shall cause all such avails or proceeds to be deposited as promptly as

possible after receipt thereof in the Sales Tax Fund and disbursed by the Fiscal Agent of the City in the mannerprovided by the Bond Resolution.

From the Sales Tax Fund, the following payments, in addition to those payments required to be made inconnection with Non-Refunded Sales Tax Revenue Bonds, shall be made at the time, in the amounts and in the orderas follows:

First: To the appropriate party the monthly amount (which need not be the same inevery month) sufficient to provide for the payment of the reasonable costs andexpenses of collecting and administering the City Tax in the event said costswere not deducted by the collector before transferring said funds to the City.



8

Second: To the Fiscal Agent of the City for the maintenance of the Sinking Fundestablished pursuant to Section 503 (A)(2) of the General Bond Resolutionmoneys sufficient in amount to pay promptly and fully the principal of andthe interest on the Series 2007A Bonds therein authorized in the mannerprovided by the Bond Resolution, as they become due and payable, bytransferring from the Sales Tax Fund to the regularly designated Fiscal Agentof the City, on or before the last day of each month, beginning with the monthdesignated in a subsequent resolution, such sums as may be designated bysubsequent resolution to provide sufficient monies to pay promptly theinterest falling due on each Interest Payment Date and the principal fallingdue on each Principal Payment Date as set forth in a subsequent resolution,together with such additional proportionate amount as may be required to paysaid principal and interest as the same respectively become due. Said FiscalAgent will transfer from said Sinking Fund to the Paying Agent for all Series2007A Bonds payable from said fund, at least one (1) Business Day inadvance of the date on which payment of principal or interest falls due, fundsfully sufficient to pay promptly the principal and interest so falling due onsuch date.

Third: To the Fiscal Agent of the City for maintenance of the Reserve Fundheretofore created and established pursuant to Section 503 (A)(3) of theCitys General Bond Resolution, an amount on a monthly or annual basis

sufficient to ensure that, after taking into account amounts deposited into theReserve Fund from the proceeds of the Outstanding Bonds, the Reserve Fundwill equal the Debt Service Reserve Fund Requirement by no later than thefifth anniversary date of the issuance of the Series 2007A Bonds, saidReserve Fund to be retained solely for the purpose of paying the principal ofand the interest on the Series 2007A Bonds Outstanding payable from theSinking Fund as to which there would otherwise be a default (except suchamounts, if any, as may be payable to the United States of America as arebate of arbitrage pursuant to Section 148(f) of the Code). In the event theadditional pari passu bonds are issued hereafter in the manner provided by theBond Resolution, there shall be transferred from the proceeds of such paripassu bonds and/or Sales Tax Fund, monthly or annually, such amounts (asmay be designated in the resolution authorizing the issuance of such pari

passu bonds) as will increase the total amount on deposit in said ReserveFund within a period not exceeding five (5) years to a sum equal to theReserve Fund Requirement.

If at any time it shall be necessary to use the moneys in the Reserve Fund forthe purpose of paying principal or interest on the Series 2007A BondsOutstanding payable from the Sinking Fund as to which there would otherwisebe a default, then the moneys so used shall be replaced from the revenues ofthe City Tax first thereafter received, not hereinabove required for paymentsinto the Sinking Fund, it being the intention hereof that there shall as nearly aspossible be at all times in the Reserve Fund the Reserve Fund Requirement.

All or any part of the moneys in the Sales Tax Fund, Sinking Fund and

Reserve Fund shall, at the written request of the City, be invested in theQualified Investments, maturing in five years or less, except with respect to adirect security repurchase agreement, which may mature in ten years or less,except for Bond proceeds representing accrued interest, in which event allincome derived from such Qualified Investments shall be added to the SalesTax Fund, and such investments shall, to the extent at any time necessary, beliquidated and the proceeds thereof applied to the purposes for which the SalesTax Fund was created. Income on investments in the Reserve Fund shall beadded to the Sales Tax Fund only to the extent that such income or earningsexceed the amount required to be on deposit in the Reserve Fund.



9

Fourth: Any moneys remaining in the Sales Tax Fund on the last day of each monthafter making the required payments into the Sinking Fund and Reserve Fundfor the current month and for prior months during which the requiredpayments may not have been made shall be considered surplus. Such surplusmay be used by the City for any of the purposes for which the imposition ofthe City Tax is now or hereafter may be authorized or for the purpose ofretiring Bonds Outstanding in advance of their maturities, either by purchaseof Bonds Outstanding at prices not greater than the then applicable redemptionprices of the Bonds Outstanding or by retiring such Bonds Outstanding at theprices and in the manner set forth in the Bond Resolution.

Reserve Fund

Notwithstanding anything contained in the General Bond Resolution or any supplemental resolution to thecontrary, the Issuer may in its discretion, substitute a Surety Bond or other Credit Facility as additional security forthe Series 2007A Bonds in place of the Reserve Fund. The Issuer of the Surety Bond or other Credit Facility, if any,and the terms and provisions thereof shall be established in a Supplemental Resolution.

In connection with the Series 2007A Bonds, the Issuer has provided in the Bond Resolution that it willcause to be transferred into the Reserve Fund on the dates set forth therein the 1993 Transferred Proceeds, the 1997Transferred Proceeds and the 1998A Transferred Proceeds which will ensure that after taking into account amountsdeposited into the Reserve Fund from the proceeds of the Non-Refunded Sales Tax Revenue Bonds, the Reserve

Fund will equal the Reserve Requirement.

Issuance of Additional Bonds

The City Bond Resolution obligates the City to issue no other bonds or obligations of any kind or naturepayable from or enjoying a lien on the revenues of the City Tax having priority over or parity with the Series 2007ABonds and the Outstanding Parity Bonds, except that under the following conditions: the Series 2007A Bonds andthe Outstanding Parity Bonds may be refunded without losing their rank of lien, or parity bonds may be issued uponcompliance with the terms of the City Bond Resolution, which are substantially as follows:

1. The Series 2007A Bonds or any part thereof, including interest andredemption premiums thereon, may be refunded and the refunding bonds so issued shall enjoycomplete equality of lien with the portion of the Series 2007A Bonds which is not refunded, if there

are any and the refunding bonds shall continue to enjoy whatever parity of lien over subsequentissues may have been enjoyed by the Series 2007A Bonds refunded, provided, however, that if only aportion of the Series 2007A Bonds is so refunded and the refunding bonds require total principal andinterest payments during a Bond Year in excess of the principal and interest which would have beenrequired in such Bond Year to pay the Series 2007A Bonds refunded thereby, then such Series2007A Bonds may not be refunded without consent of the owners of the unrefunded portion of theSeries 2007A Bonds (provided such consent shall not be required if such refunding bonds meet therequirements set forth in clause 2 below.)

2. Additional bonds may also be issued on a parity with the Series 2007A Bondsand the Outstanding Parity Bonds if all of the following conditions are met:

(a) The average annual net revenues derived by the City from the CityTax when computed for the last two (2) completed Fiscal Yearsimmediately preceding the issuance of the additional bonds musthave been not less than three (3) times the highest combinedprincipal and interest requirements for any succeeding Fiscal Yearon all bonds then outstanding, including any pari passu additionalbonds theretofore issued and then outstanding and any other bondsor other obligations whatsoever then outstanding which are payablefrom the City Tax (but not including bonds which have beenrefunded or provision otherwise made for their full and completepayment and redemption) and the Series 2007A Bonds so proposedto be issued. Net Revenues shall be understood to refer to gross



10

revenues from the City Tax after there shall have been deductedtherefrom the reasonable and necessary expenses of collection andadministration of the City Tax.

(b) The payments to be made into the various funds provided for in theBond Resolution must be current.

(c) The existence of the facts required by subsections (a) and (b) abovemust be determined and certified to by the Legislative Auditor or byan independent firm of certified public accountants as may havebeen employed by the City for that purpose.

(d) The additional bonds must be payable on August 1 of each year inwhich principal falls due and payable as to interest on February 1and August 1 of each year.

(e) The Insurers (as defined in the Bond Resolution) must be notified ofthe issuance of such additional bonds on or before the delivery datethereof.

Provided, however, that on and after the date on which the Series 1993 Bonds, the 1997 Bonds, the Series1998A Bonds and the Series 2001A Bonds are no longer Outstanding, the following amendment to the General

Bond Resolution, which was adopted by the Governing Authority on January 26, 2005, will be in full force andeffect:

After the date the Series 1993 Bonds, the Series 1997 Bonds, the Series 1998A Bonds and the Series2001A Bonds are no longer Outstanding, the Issuer shall not issue any bonds or obligations of any kind or naturepayable from or enjoying a lien on the Tax revenues having priority over or on a parity with the Series 2007A Bondsand any parity bonds issued thereafter, except that under the following conditions the Series 2007A Bonds may berefunded without losing their rank of lien, or parity bonds may be issued upon compliance with the following parityprovisions:

(A) The Series 2007A Bonds or any part thereof, including interest and redemptionpremiums thereon, may be refunded and the refunding bonds so issued shall enjoy completeequality of lien with the portion of the Series 2007A Bonds which is not refunded, if there be any,

and the refunding bonds shall continue to enjoy whatever priority of lien over subsequent issuesmay have been enjoyed by the Series 2007A Bonds refunded, provided, however, that if only aportion of the Series 2007A Bonds outstanding is so refunded and if the refunding bonds requireAnnual Principal and Interest Requirements during any Bond Year in excess of the principal andinterest which would have been required in such Bond Year to pay the Series 2007A Bondsrefunded thereby, then such Bonds may not be refunded without the consent of the Owners of theunrefunded portion of the Series 2007A Bonds issued hereunder (provided such consent shall notbe required if such refunding bonds meet the requirements set forth in clause B below).

(B) Additional Bonds may also be issued on a parity with the Series 2007A Bondsand any parity bonds issued thereafter if all of the following conditions are met:

(1) The average annual revenues derived by the Issuer from the Tax when

computed for the two (2) completed Fiscal Years immediately preceding the issuance ofthe Additional Bonds must have been not less than three (3) times the highest combinedAnnual Principal and Interest Requirements for any succeeding Fiscal Year on all Bondsthen Outstanding, including any Additional Bonds theretofore issued and thenOutstanding and any other obligations whatsoever then Outstanding issued on a paritywith the Series 2007A Bonds then Outstanding and which are payable from the Taxrevenues (but not including Bonds which have been refunded or provisions otherwisemade for their full and complete payment and redemption), and the Additional Bonds soproposed to be issued. For purposes of the Bond Resolution, if Variable Rate Bonds areto be or have been issued, the interest rate thereon for purposes of determining the highestcombined Annual Principal and Interest Requirement shall be the Certified Interest Rate(as hereafter defined).



11

(2) The payments required to be made into the various funds provided inthe Bond Resolution hereof must have been made in full.

(3) The existence of the facts required by paragraphs (1) and (2) abovemust be determined and certified to by the Treasurer of the City, or the successor thereto.

(4) The additional bonds must be payable as to principal on August 1st ofeach year in which the principal falls due and payable as to interest on February 1st andAugust 1st of each year.

(5) The Insurers, if any, must be notified of the issuance of such AdditionalBonds on or before the date of delivery.

Additional Provisions

Bond Resolution to Constitute Contract

The Bond Resolution constitutes a contract between the City and the Owners from time to time of theSeries 2007A Bonds. The provisions, covenants and agreements set forth to be performed by or on behalf of theCity are for the equal benefit, protection and security of the Owners of any and all of the Series 2007A Bonds, eachof which, regardless of the time or times of their issue or maturity, shall be of equal rank without preference, priorityor distinction over any other thereof except as expressly provided in the Bond Resolution.

Tax Covenants

For a description of various covenants and security provisions of the Bond Resolution, see Appendix A,CERTAIN PROVISIONS OF THE BOND RESOLUTION.

Parity Bonds

The table below sets forth the parity calculation as required by the Bond Resolution. For a discussion of theparity calculation, see SECURITY PROVISIONS AND PROTECTIVE COVENANTS Issuance of AdditionalBonds herein.

Sales Tax Revenues from Citys 2% Tax$87,942,899.00

Fiscal Year 2006* $97,395,453.00

Average Annual Revenues $92,669,176.00

Maximum Allowable Annual Debt Service

($92,669,176 3) $30,889,725.33

Highest Debt ServiceRequirements on Outstanding and

Proposed Bonds for any FutureFiscal Year (2007) $14,168,341.47

Excess Average Annual Revenues $16,721,383.86

* UnauditedSource: City-Parish of East Baton Rouge, Finance Department.

The parity calculation shows that the average annual net revenues derived by the City from the City Taxfor the last two fiscal years immediately preceding the issuance of the Series 2007A Bonds is at least three (3) timesthe highest combined principal and interest requirements for any succeeding fiscal year for all Bonds Outstanding.



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Debt Service Requirements

Debt Service on Outstanding Parity Bonds Debt Service on Series 2007A Bonds

CalendarYear Principal Interest

Parity BondsDebt Service Principal Interest

Series 2007ADebt Service

Combined DebtService

2007 $10,045,000.00 $3,632,016.26 $13,677,016.26 $0.00 $491,325.21 $491,325.21 $14,168,341.472008 9,465,000.00 2,315,146.26 11,780,146.26 210,000.00 1,438,025.00 1,648,025.00 13,428,171.26

2009 8,510,000.00 1,849,211.26 10,359,211.26 220,000.00 1,429,625.00 1,649,625.00 12,008,836.26

2010 8,745,000.00 1,431,348.76 10,176,348.76 465,000.00 1,420,825.00 1,885,825.00 12,062,173.76

2011 865,000.00 981,866.26 1,846,866.26 8,825,000.00 1,402,225.00 10,227,225.00 12,074,091.26

2012 935,000.00 945,501.26 1,880,501.26 9,265,000.00 960,975.00 10,225,975.00 12,106,476.26

2013 1,000,000.00 905,253.76 1,905,253.76 2,605,000.00 497,725.00 3,102,725.00 5,007,978.76

2014 1,055,000.00 861,201.26 1,916,201.26 2,710,000.00 393,525.00 3,103,525.00 5,019,726.26

2015 1,120,000.00 813,798.76 1,933,798.76 2,845,000.00 258,025.00 3,103,025.00 5,036,823.76

2016 1,180,000.00 762,278.76 1,942,278.76 2,530,000.00 130,000.00 2,660,000.00 4,602,278.76

2017 1,255,000.00 706,846.26 1,961,846.26 530,000.00 28,800.00 558,800.00 2,520,646.26

2018 1,325,000.00 647,373.76 1,972,373.76 190,000.00 7,600.00 197,600.00 2,169,973.76

2019 1,410,000.00 583,293.76 1,993,293.76 1,993,293.76

2020 1,490,000.00 514,398.76 2,004,398.76 2,004,398.76

2021 1,580,000.00 441,108.76 2,021,108.76 2,021,108.76

2022 1,190,000.00 363,395.00 1,553,395.00 1,553,395.00

2023 1,260,000.00 304,385.00 1,564,385.00 1,564,385.00

2024 1,340,000.00 240,702.50 1,580,702.50 1,580,702.50

2025 1,415,000.00 172,782.50 1,587,782.50 1,587,782.50

2026 1,500,000.00 101,012.50 1,601,012.50 1,601,012.50

2027 135,000.00 25,075.00 160,075.00 160,075.00

2028 140,000.00 17,110.00 157,110.00 157,110.00

2029 150,000.00 8,850.00 158,850.00 158,850.00

Total $57,110,000.00 $18,623,956.40 $75,733,956.40 $30,395,000.00 $8,458,675.21 $38,853,675.21 $114,587,631.61

INFORMATION RELATING TO SALES AND USE TAX SECURING THE SERIES 2007A BONDS

Authority for Levy of Sales Tax

The City Tax is authorized pursuant to Section 20 of Act No. 169 of the 1898 Regular Session of theLouisiana Legislature, as amended by Act No. 334 of the 1946 Regular Session of the Louisiana Legislature. TheCity Tax is being levied and collected by the City pursuant to the Ordinance adopted by the Governing Authority onDecember 14, 1994, and effective January 1, 1995, as more particularly described below.

Description of Sales Tax

In prior years, the Governing Authority annually adopted ordinances levying a 1 % sales and use tax inthe City of Baton Rouge, State of Louisiana (the City) and in the Parish outside the boundaries of the City and themunicipalities of Baker and Zachary. Additionally, it annually adopted ordinances levying a % sales and use tax inthe City, and in the Parish, outside the boundaries of the City and the municipalities of Baker and Zachary, all asdetermined by the Governing Authority and all in compliance with the Plan of Government or the City-ParishCharter. Said ordinances were substantially identical except as to the rate of the taxes levied and the purposes forwhich said taxes were levied.

On December 14, 1994, the Governing Authority adopted a consolidated sales and use tax ordinance(Ordinance No. 10127) which imposed the following taxes:



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(a) from and after January 1, 1995, for general municipal purposes, a

tax upon the sale at retail, the use, the consumption, the distribution

and storage as defined therein, and upon the lease or rental of

tangible personal property and the sale of services within the City of

Baton Rouge at a rate of two percent (2%);

(b)

from and after January 1, 1995, for general parochial purposes, a taxupon the sale at retail, the use, the consumption, the distribution andstorage as defined therein, and upon the lease or rental of tangiblepersonal property and the sales of services within the Parish of EastBaton Rouge, exclusive of municipal areas (the City of Baton Rouge,City of Zachary, and City of Baker), at the rate of two percent (2%);and

(c)

from and after January 1, 1995, for the purposes of paying the costs ofconstructing, acquiring, operating, maintaining and administeringsewers and sewerage disposal works and making all required paymentsin connection with bonds for such purposes, a tax upon the sale atretail, the use, the consumption, the distribution and storage as definedtherein, and upon the lease or rental of tangible personal property andthe sale of services within the Parish of East Baton Rouge, inclusive of

municipal areas, at a rate of one-half of one percent (%).

(d)

from and after January 1, 1995, for the entire and exclusive purpose ofrepairing streets and roads, a tax upon the sale at retail, the use, theconsumption, the distribution and storage as defined therein, and uponthe lease or rental of tangible personal property and the sale of serviceswithin the Parish of East Baton Rouge, inclusive of municipal areas, ata rate of one-half of one percent (%).

(NOTE: The City 2% sales and use tax described in (a) above serves as the sole security of the Series 2007A Bonds

and the Non-Refunded Sales Tax Revenue Bonds.)

The two % taxes are imposed on the same items as the 2% taxes, except that the two % taxes

additionally exempt the following:

(a) Drugs prescribed by physicians or dentists; (b) orthotic and prosthetic devices and wheelchairsprescribed by physicians or licensed chiropractors for personal consumption or use; (c) the sale or purchase of anyostomy, ileostomy or colostomy device or any other appliance including catheters or any related items which arerequired as the result of any surgical procedure by which an artificial opening is created in the human body for theelimination of natural waste; (d) patient aids prescribed by a physician or a licensed chiropractor for home use; (e)food sold for preparation and consumption in the home, including, by way of illustration and not of limitation,bakery products, vegetables and package foods requiring further preparation by the purchaser; (f) any and allmedical devices used personally and exclusively by the patient in the medical treatment of various diseases underthe supervision of and prescribed by a registered physician; and (g) meals furnished to the staff and students ofeducation institutions including kindergartens; the staff and patients of hospitals; the staff, inmates and patients ofmental institutions; boarders of rooming houses; and occasional meals furnished in connection with or by education,

religious, or medical organizations, if the meals are consumed on the premises where purchased. However, sales byany of the above in facilities open to outsiders or to the general public are not exempt.



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The following schedule summarizes the sales and use tax currently being levied and collected in the Parish:

TAXING AUTHORITY EFFECTIVE DATE AMOUNT OF TAX

City of Baton Rouge April 1, 1970(a)

2.00%

Parish of East Baton Rouge April 1, 1970(a)(d) 2.00%

Parish of East Baton Rouge(Additional Sewerage Improvements)

January 1, 1989 0.50%

Parish of East Baton Rouge(Streets and Roads)

July 1, 19901

0.50%

East Baton Rouge Parish School Board September 1, 1970(b) 1.00%Educational Facilities Improvement District April 1, 2004(e) 0.53%

Educational Facilities Improvement District April 1, 2004(e) 0.41%

Educational Facilities Improvement District July 1, 2005(e) 0.06%

Municipalities:

City of Baker September 1, 1970 2.00%

City of Baker Police and & Fire October 1, 2001 0.50%

City of Baker School Board July 1, 2003(f) 2.00%

City of Zachary January 1, 1972 2.00%

Central Transition District July 11, 2005(g) 2.00%

In addition, the following sales and use taxes are levied on a statewide basis:State of Louisiana(c) 4.00%

(1)

As described herein, the Tax was initially levied and collected on July 1, 1990. The voters in the City have periodically extended the

period for the levy and collection of the Tax, and on October 15, 2005, extended the levy and col lection of the Tax to and includingDecember 31, 2030, and authorized seventy per centum (70%) of the net proceeds thereof to be funded into bonds payable from andsecured by such portion of the Tax.

(a) Includes % tax effective May, 1966 and 1% effective April 1, 1970.(b) Includes % tax effective March 31, 1966 and % tax effective September 1, 1970.(c)

From 1988 to 1996 the State levied a 3% sales and use tax and the Louisiana Recovery District levied a one percent (1%)sales and use tax.

(d) Exclusive of municipalities.(e)

Five year Tax; Taxes were renewed for an additional five years on May 3, 2003, effective on April 1, 2004 and July 1,2005.

(f)

As of July 1, 2003 the City of Baker School Board levied a 2% sales and use tax, annexing the Board from the East BatonRouge Parish School Board tax

(g)

The City of Central is located in the Parish and in the process of incorporating as a city. There are pending lawsuits to

prevent incorporation. Pursuant to an Intergovernmental Agreement, the Parish collects the 2.00% sales and use tax inCentral and remits a portion of the 2.00% to Central to pay for operations and retains the balance to pay for services still

provided by the Parish.

In summary, the effective combined sales tax rate within the boundaries of the City currently totals 9%.

Levy and Collection of Sales and Use Tax

Except for the sales and use tax on motor vehicles being collected by the Louisiana Department of PublicSafety, the Director of Finance of the City of Baton Rouge and the Parish of East Baton Rouge is the Collector ofthe City Tax. The Tax Ordinance levying the City Tax requires the dealer to collect the City Tax from the purchaseror consumer. On or before the twentieth day of each month, it is the duty of each dealer to transmit to the Directorof Finance a complete report of sales and use taxes collected during the preceding month and also to remit to theDirector of Finance the amount of the City Tax due for sales in the preceding month.



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SALES TAX COLLECTIONS

Annual Collections

The City of Baton Rouge has collected the following amounts, before audit and other adjustments, from itstwo percent (2%) sales and use tax for the periods indicated.

1990 $61 960 3581991 60,621,822

1992 65,053,3561993 66,975,8031994 69,346,0391995 72,162,232

1996 76,301,9171997 76,857,6771998 75,961,6111999 77,863,8352000 77,217,2112001 76,090,7392002 76,254,1982003 75,963,3372004 77,013,607

2005 87,942,8992006* 97,395,453

*Unaudited figures.Source: City-Parish of East Baton Rouge, Finance Department.

Monthly Collections

The City of Baton Rouge has collected the following amounts from the Citys two percent (2%) sales anduse tax before audit and other adjustments monthly through December, 2006.

Month 2001 2002 2003 2004 2005 2006*

January $5,941,434 $5,900,683 $6,127,928 $5,921,721 $6,478,129 $7,977,462

February $5,814,698 $6,058,262 $5,937,231 $5,959,719 $6,076,130 $7,608,754

March $6,548,683 $6,504,524 $6,183,115 $6,356,899 $7,017,732 $8,792,839

April $6,112,593 $6,297,257 $6,406,725 $6,253,507 $6,464,624 $7,797,717

May $6,442,304 $6,578,180 $6,337,428 $6,066,020 $6,516,029 $7,977,075

June $6,314,127 $6,418,288 $6,196,724 $6,727,524 $6,780,516 $8,404,067

July $6,056,672 $6,098,220 $5,994,216 $6,139,743 $6,477,734 $7,498,092

August $6,389,536 $6,400,674 $6,382,752 $6,574,016 $6,529,707 $8,211,706

September $6,285,264 $6,272,945 $6,505,667 $6,419,545 $8,445,736 $7,848,285

October $6,247,500 $6,344,463 $6,323,210 $6,226,212 $8,868,089 $8,033,597

November $6,353,169 $6,079,345 $6,039,462 $6,272,357 $8,493,086 $7,790,363

December $7,584,759 $7,301,357 $7,528,879 $8,096,344 $9,795,387 $9,455,496

Total $76,090,739 $76,254,198 $75,963,337 $77,013,607 $87,942,899 $97,395,453

* Unaudited figures.Source: City-Parish of East Baton Rouge, Finance Department.



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SOURCES AND USES OF FUNDS

Set forth below is the sources and uses of proceeds of the Series 2007A Bonds:

SOURCES

Series 2007A Bond Proceeds $30,395,000.00Plus original issue premium 1,478,042.35Transfer from prior issues debt service funds 371,000.00Transfer from prior issues reserve funds 5,987,160.11

Total Sources $38,231,202.46

USES

Refunding Proceeds Fund $31,822,623.24Reserve Fund1 5,987,160.11Cost of Issuance (including Underwriters

Discount and Bond Insurance premium) 421,419.11

Total Uses $38,231,202.46

FINANCIAL GUARANTY INSURANCE

The MBIA Insurance Corporation Insurance Policy

The following information has been furnished by MBIA Insurance Corporation ("MBIA") for use in thisOfficial Statement. Reference is made to Appendix H for a specimen of MBIA's policy (the Policy).

MBIA does not accept any responsibility for the accuracy or completeness of this Official Statement or anyinformation or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of theinformation regarding the Policy and MBIA set forth under the heading FINANCIAL GUARANTYINSURANCE. Additionally, MBIA makes no representation regarding the Series 2007A Bonds or the advisabilityof investing in the Series 2007A Bonds.

The MBIA Policy unconditionally and irrevocably guarantees the full and complete payment required to bemade by or on behalf of the Issuer to the Paying Agent or its successor of an amount equal to (i) the principal of(either at the stated maturity or by an advancement of maturity pursuant to a mandatory sinking fund payment) andinterest on, the Series 2007A Bonds as such payments shall become due but shall not be so paid (except that in theevent of any acceleration of the due date of such principal by reason of mandatory or optional redemption oracceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatorysinking fund payment, the payments guaranteed by the MBIA Policy shall be made in such amounts and at suchtimes as such payments of principal would have been due had there not been any such acceleration, unless MBIAelects in its sole discretion, to pay in whole or in part any principal due by reason of such acceleration); and (ii) thereimbursement of any such payment which is subsequently recovered from any Owner of the Series 2007A Bondspursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidablepreference to such Owner within the meaning of any applicable bankruptcy law (a Preference).

MBIA's Policy does not insure against loss of any prepayment premium which may at any time be payablewith respect to any Series 2007A Bonds. MBIA's Policy does not, under any circumstance, insure against lossrelating to: (i) optional or mandatory redemptions (other than mandatory sinking fund redemptions); (ii) anypayments to be made on an accelerated basis; (iii) payments of the purchase price of Series 2007A Bonds upontender by an owner thereof; or (iv) any Preference relating to (i) through (iii) above. MBIA's Policy also does not

1On May 1, 2007, the 1993 Transferred Proceeds shall become transferred proceeds of the Series 2007A Bonds, on August 1, 2007, the 1997Transferred Proceeds will become transferred proceeds of the Series 2007A Bonds, and on August 1, 2008, the 1998A Transferred Proceeds will

become transferred proceeds of the Series 2007A Bonds. The transfer and deposit of the 1993 Transferred Proceeds, the 1997 TransferredProceeds and the 1998A Transferred Proceeds on deposit in the Reserve Fund on the dates set forth above will ensure that, after taking intoaccount amounts deposited into the Reserve Fund from the proceeds of the Non-Refunded Sales Tax Revenue Bonds, the Reserve Fund willequal the Reserve Requirement.



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insure against nonpayment of principal of or interest on the Series 2007A Bonds resulting from the insolvency,negligence or any other act or omission of the Paying Agent or any other paying agent for the Series 2007A Bonds.

Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing byregistered or certified mail, or upon receipt of written notice by registered or certified mail, by MBIA from thePaying Agent or any owner of a Series 2007A Bond the payment of an insured amount for which is then due, thatsuch required payment has not been made, MBIA on the due date of such payment or within one business day afterreceipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with U.S. BankTrust National Association, in New York, New York, or its successor, sufficient for the payment of any such insuredamounts which are then due. Upon presentment and surrender of such Series 2007A Bonds or presentment of suchother proof of ownership of the Series 2007A Bonds, together with any appropriate instruments of assignment toevidence the assignment of the insured amounts due on the Series 2007A Bonds as are paid by MBIA, andappropriate instruments to effect the appointment of MBIA as agent for such owners of the Series 2007A Bonds inany legal proceeding related to payment of insured amounts on the Series 2007A Bonds, such instruments being in aform satisfactory to U.S. Bank Trust National Association, U.S. Bank Trust National Association shall disburse tosuch owners or the Paying Agent payment of the insured amounts due on such Series 2007A Bonds, less any amountheld by the Paying Agent for the payment of such insured amounts and legally available therefor.

MBIA Insurance Corporation

MBIA Insurance Corporation (MBIA) is the principal operating subsidiary of MBIA Inc., a New York StockExchange listed company (the Company). The Company is not obligated to pay the debts of or claims against MBIA.

MBIA is domiciled in the State of New York and licensed to do business in and subject to regulation under the laws ofall 50 states, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern MarianaIslands, the Virgin Islands of the United States and the Territory of Guam. MBIA, either directly or through subsidiaries,is licensed to do business in the Republic of France, the United Kingdom and the Kingdom of Spain and is subject toregulation under the laws of those jurisdictions.

The principal executive offices of MBIA are located at 113 King Street, Armonk, New York 10504 and themain telephone number at that address is (914) 273-4545.

Regulation

As a financial guaranty insurance company licensed to do business in the State of New York, MBIA is subjectto the New York Insurance Law which, among other things, prescribes minimum capital requirements and contingency

reserves against liabilities for

Documents

Public Improvemednt Sales Tax Revenue Refunding Bonds Series 2007A