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OFFICIAL STATEMENT

NEW ISSUE RATINGS:


BOOK-ENTRY ONLY Fitch: AAA
Moodys: Aaa
S&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 for
federal 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 alternative
minimum tax consequences for certain corporations. (See Appendix F for Bond Counsels opinion.)
$30,395,000
PUBLIC IMPROVEMENT SALES TAX REVENUE REFUNDING BONDS,
SERIES 2007A
CITY 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 Improvement
Sales 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 Sales
Tax Revenue Bonds, Series 1993, and to advance refund (i) $2,275,000 in principal amount of the Issuers Public Improvement
Sales 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 costs
of issuance thereof.
The Series 2007A Bonds are payable solely from and secured by an irrevocable pledge and dedication of the net avails or
proceeds of the special two percent (2%) sales and use tax now being levied and collected within the City of Baton Rouge in
accordance with Section 20 of Act No. 169 of the 1898 Regular Session of the Louisiana Legislature, as amended by Act No. 334
of the 1946 Regular Session of the Louisiana Legislature, after payment of the reasonable and necessary costs and expenses
of collecting and administering the tax. The Series 2007A Bonds are being issued on a complete parity with the Issuers
outstanding (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 Tax
Revenue 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 (the
Non-Refunded Series 2005B Bonds and, together with the Non-Refunded Series 1997 Bonds, the Non-Refunded Series 1998A
Bonds 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 multiple
thereof 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 interest
in the Series 2007A Bonds purchased. The Series 2007A Bonds will be registered in the name of Cede & Co., as nominee of
The Depository Trust Company, New York, New York (DTC). Principal of and premium, if any, and interest on the Series
2007A Bonds will be payable by The Bank of New York Trust Company, N.A., in the City of Baton Rouge, Louisiana (the
Paying Agent/Registrar) to Cede & Co., which will remit such payments to the DTC Participants (as defined herein) for
subsequent disbursement to purchasers of the Series 2007A Bonds. See THE SERIES 2007A BONDS - Book-Entry Only
System 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 which
appears 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 insurance
policy 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 the
entire 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 is
acting as Financial Advisor to the Issuer. It is expected that the Series 2007A Bonds will be available for delivery in book-entry
only 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 Walker
District 3: Dr. Pat Culbertson, Jr. District 9: Darrell P. Ourso
District 4: Joseph Greco District 10: Lorri Burgess
District 5: Charles R. Kelly District 11: David Boneno
District 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 THE
ISSUER OR THE UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS OFFICIAL STATEMENT, AND, IF
GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE ISSUER OR THE UNDERWRITER. THIS OFFICIAL
STATEMENT 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 ANY
JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH OFFER,
SOLICITATION OR SALE. THE INFORMATION SET FORTH HEREIN CONCERNING THE DEPOSITORY
TRUST COMPANY ("DTC") HAS BEEN FURNISHED BY DTC, AND NO REPRESENTATION IS MADE BY
THE ISSUER OR THE UNDERWRITER AS TO THE COMPLETENESS OR ACCURACY OF SUCH
INFORMATION.

THE UNDERWRITERS HAVE REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT
IN ACCORDANCE WITH, AND AS PART OF, THEIR RESPONSIBILITIES TO INVESTORS UNDER THE
FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS
TRANSACTION, BUT THE UNDERWRITERS DO NOT GUARANTEE THE ACCURACY OR
COMPLETENESS 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 TO
ACCURACY OR COMPLETENESS BY, AND IS NOT TO BE CONSTRUED AS A REPRESENTATION BY,
THE UNDERWRITERS. THE INFORMATION AND EXPRESSIONS OF OPINION HEREIN ARE SUBJECT
TO CHANGE WITHOUT NOTICE, AND NEITHER THE DELIVERY OF THIS OFFICIAL STATEMENT NOR
ANY SALES MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE ISSUER, THE BOND
INSURER OR DTC SINCE THE DATE HEREOF.

IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2007A
BONDS OFFERED HEREBY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN 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 STATED
ON THE COVER PAGE OF THIS OFFICIAL STATEMENT, AND SUCH PUBLIC OFFERING PRICES OR
YIELDS MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITERS.

THE REGISTRATION, QUALIFICATION OR EXEMPTION OF THE SERIES 2007A BONDS IN
ACCORDANCE WITH THE APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTIONS IN
WHICH THESE SECURITIES HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED DOES NOT MEAN
THAT EITHER THESE JURISDICTIONS OR ANY OF THEIR AGENCIES HAVE PASSED IN ANY WAY
UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED, THE SECURITIES, OR THEIR
OFFER OR SALE. NEITHER THESE JURISDICTIONS NOR ANY OF THEIR AGENCIES HAVE
GUARANTEED 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 ADEQUACY
OF THIS OFFICIAL STATEMENT.

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




i



TABLE OF CONTENTS

INTRODUCTION.......................................................................................................................................................1
THE BONDS................................................................................................................................................................2
General Description....................................................................................................................................................2
Book-Entry Only System .....................................................................................................................................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

ii
Monthly Collections...................................................................................................................................................15
SOURCES AND USES OF FUNDS .................................................................................................................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

1
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 to
set forth certain information concerning the City of Baton Rouge, State of Louisiana (the Issuer or the City) and
the $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 by
the Issuer pursuant to the General Bond Resolution No. 29075 adopted by the Metropolitan Council of the City of
Baton Rouge, State of Louisiana (the Governing Authority) on July 12, 1989 (the "General Bond Resolution") and
the Supplemental Bond Resolution adopted by the Governing Authority on January 10, 2007 (the "Supplemental
Bond 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 of
the 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 other
available moneys of the Issuer, to current refund $2,615,000 in principal amount of the Issuers Public
Improvement 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 Issuers
Public 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 Public
Improvement Sales Tax Revenue and Refunding Bonds, Series 1998A, maturing August 1, 2011, to and including
August 1, 2016 (the Refundable Series 1998A Bonds, and together with the Refundable Series 1993 Bonds and
the Refundable Series 1997 Bonds, the Refundable Sales Tax Revenue Bonds); and (2) paying the costs of
issuance thereof.

The Series 2007A Bonds are payable solely from and secured by an irrevocable pledge and dedication of
the net avails or proceeds of the special two percent (2%) sales and use tax now being levied and collected within
the City of Baton Rouge in accordance with Section 20 of Act No. 169 of the 1898 Regular Session of the Louisiana
Legislature, as amended by Act No. 334 of the 1946 Regular Session of the Louisiana Legislature, after payment of
the reasonable and necessary costs and expenses of collecting and administering the tax. The Series 2007A Bonds
are being issued on a complete parity with the Citys outstanding (1) Public Improvement Sales Tax Revenue
Bonds, 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 Refunding
Bonds, 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, 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 (the
Non-Refunded Series 2005B Bonds and, together with the Non-Refunded Series 1997 Bonds, the Non-Refunded
Series 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" herein
and "APPENDIX H - Specimen Form of Financial Guaranty Insurance Policy."




2
Unless the context shall clearly indicate otherwise, all capitalized terms used in this Official Statement
which are defined in the Bond Resolution, shall, for all purposes of this Official Statement, have the respective
meanings 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, the
Policy, and the Bond Resolution. Such descriptions do not purport to be comprehensive or definitive and are
qualified in their entirety by reference to such documents. Until the issuance and delivery of the Series 2007A
Bonds, copies of drafts of such documents described herein may be obtained from the Underwriters. After the
delivery of the Series 2007A Bonds, copies of such documents will be available for inspection during normal
business 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 times
and will mature in the amounts and on the dates set forth on the inside cover page of this Official Statement. The
Series 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 or
before 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 the
Record Date (which is the 15
th
day of the calendar month next preceding the Interest Payment Date). The Bank
of New York Trust Company, N.A., Baton Rouge, Louisiana is serving as Paying Agent and Registrar for the
Series 2007A Bonds.

The Bond Register shall be maintained by the Trustee as Bond Registrar for the registration, exchange
and transfer of Bonds. Bonds may be exchanged or transferred upon surrender thereof at the principal corporate
trust office of the Paying Agent with a written instrument of exchange or transfer satisfactory to the Paying
Agent. In connection with any transfer or exchange of Bonds, the Issuer or the Paying Agent may impose a
charge for any applicable tax, fee or other governmental charge incurred in connection with such transfer or
exchange, 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 OR
STATUTORY LIMITATION OF INDEBTEDNESS. THE SERIES 2007A BONDS CONSTITUTE A
BORROWING SOLELY UPON THE CREDIT OF THE CITY TAX RECEIVED BY THE ISSUER AND DOES
NOT CONSTITUTE AN INDEBTEDNESS OR PLEDGE OF THE GENERAL CREDIT OF THE ISSUER
WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS RELATING TO
THE 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 2007A
Bonds 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 been
obtained from DTC and none of the Issuer, the Paying Agent nor the Underwriter takes responsibility for the
accuracy or completeness thereof.

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


3
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" 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 and
provides asset servicing for issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and
money market instruments that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates
the post-trade settlement among Direct Participants of sales and other securities transactions in deposited
securities, through electronic computerized book-entry transfers and pledges between Direct Participants
accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both
U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. 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 Securities
Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging
Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities
Dealers, Inc. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The DTC Rules
applicable to its Participants are on file with the Securities and Exchange Commission. More information about
DTC 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 of
each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' 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 the
Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2007A Bonds are to
be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial
Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Series 2007A
Bonds, 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 with
DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be
requested 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 beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2007A Bonds; DTC's records
reflect 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 for
keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements 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 of
notices of significant events with respect to the Series 2007A Bonds, such as redemptions, tenders, defaults, and
proposed amendments to the Bond documents. For example, Beneficial Owners of the Series 2007A Bonds may
wish 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 and
addresses 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 are
being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such
issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series
2007A Bonds unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to the Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series
2007A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

4

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

DTC may discontinue providing its services as depository with respect to the Series 2007A Bonds at any
time by giving reasonable notice to the Issuer or the Paying Agent/Registrar. Under such circumstances, in the
event 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 a
successor securities depository). In that event, Bond certificates will be printed and delivered to DTC as described
in the Bond Resolution.

THE ISSUER, THE PAYING AGENT AND THE UNDERWRITERS CANNOT AND DO NOT GIVE
ANY ASSURANCES THAT THE DIRECT PARTICIPANTS OR THE INDIRECT PARTICIPANTS WILL
DISTRIBUTE TO THE BENEFICIAL OWNERS OF THE SERIES 2007A BONDS, (i) PAYMENTS OF
PRINCIPAL OF OR INTEREST ON THE SERIES 2007A BONDS, (ii) CERTIFICATES REPRESENTING AN
OWNERSHIP INTEREST OR OTHER CONFIRMATION OF BENEFICIAL OWNERSHIP INTERESTS IN
BONDS, 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 A
TIMELY BASIS OR THAT DTC OR DIRECT PARTICIPANTS OR INDIRECT PARTICIPANTS WILL
SERVE AND ACT IN THE MANNER DESCRIBED IN THIS OFFICIAL STATEMENT. THE CURRENT
"RULES" APPLICABLE TO DTC ARE ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION
AND THE CURRENT "PROCEDURES" OF DTC TO BE FOLLOWED IN DEALING WITH DTC
PARTICIPANTS ARE ON FILE WITH DTC.

NEITHER THE ISSUER, PAYING AGENT NOR THE UNDERWRITERS WILL HAVE ANY
RESPONSIBILITY OR OBLIGATIONS TO SUCH DTC PARTICIPANTS OR THE BENEFICIAL OWNERS
WITH RESPECT TO: (1) THE SERIES 2007A BONDS; (2) THE ACCURACY OF ANY RECORDS
MAINTAINED BY DTC OR ANY DTC PARTICIPANT; (3) THE PAYMENT BY ANY DTC PARTICIPANT
OF ANY AMOUNT DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AMOUNT OF
OR INTEREST ON THE SERIES 2007A BONDS; (4) THE DELIVERY BY ANY DTC PARTICIPANT OF
ANY NOTICE TO ANY BENEFICIAL OWNER WHICH IS REQUIRED OR PERMITTED UNDER THE
TERMS 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 ANY
PARTIAL REDEMPTION OF THE SERIES 2007A BONDS; OR (6) ANY CONSENT GIVEN OR OTHER
ACTION 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 the
interest on the Series 2007A Bonds shall be payable to the persons in whose names the Series 2007A Bonds are
registered on the Bond Register on the applicable Record Date. Payments of interest on the Series 2007A Bonds
shall be made to the Registered Owners of the Series 2007A Bonds (as determined at the close of business on the
Record Date next preceding the applicable Interest Payment Date) by check drawn upon the Paying Agent and
mailed by first class as they appear on the Bond Register or to such other address as may be furnished in writing
by any Registered Owner to the Paying Agent prior to the applicable Record Date. The principal amount of any
Bond and premium, if any, together with interest payable on any Bond Payment Date (other than interest payable
on a regularly scheduled Interest Payment Date) will be made by check only upon presentation and surrender of
the 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 of
principal of, premium, if any, and interest on any Bond shall be made by wire transfer to any account within the
United States of America designated by a Bondholder owning $1,000,000 or more in aggregate principal amount
of Bonds (if requested in writing of the Paying Agent by such Bondholder not less than five (5) days prior to the
applicable Interest Payment Date and if such Bondholder otherwise complies with the reasonable requirements of
the Paying Agent. A request for wire transfer may specify that it is effective with respect to all succeeding
payments of principal, premium, if any, and interest and will be so effective unless and until rescinded in writing
by the Bondholder at least five (5) days prior to the Record Date for the first Bond Payment Date to which such
rescission 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, which
Special Record Date shall be not more than fifteen (15) nor less than ten (10) days prior to the date of the
proposed payment. Payment of such defaulted interest shall then be made by check or wire transfer, as described
above, mailed or remitted to the person in whose names the Series 2007A Bonds are registered on the Special
Record 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 stated
maturities.

PLAN OF REFUNDING

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

The City will use a portion of the proceeds of the Series 2007A Bonds, together with certain funds on
deposit in the Debt Service Fund relating to the Refundable Series 1993 Bonds, the Refundable Series 1997 Bonds
and the Refundable Series 1998A Bonds, to make a deposit of $31,822,623.24 into an escrow fund (the Escrow
Fund) 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 the
Refundable Series 1998A Bonds. The Escrow Trustee will use such proceeds to acquire certain noncallable direct
United States of America government obligations (the Escrow Obligations). Said Escrow Obligations will be held
by the Escrow Trustee pursuant to the terms of the Escrow Agreement. The Escrow Obligations will mature at such
times and in such amounts so that sufficient moneys will be available from such maturing principal, together with
interest 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 Refundable
Series 1998A Bonds prior to and on their respective optional redemption dates. See VERIFICATION OF
MATHEMATICAL COMPUTATIONS herein.

Upon the making of such deposit, the Refundable Series 1993 Bonds, the Refundable Series 1997 Bonds
and the Refundable Series 1998A Bonds will have been defeased, will be deemed to have been paid and will no
longer be considered outstanding under the General Bond Resolution, and pursuant to which the Refundable Series
1993 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 discharged
and satisfied and the Refundable Series 1993 Bonds, the Refundable Series 1997 Bonds and the Refundable Series
1998A Bonds will no longer be entitled to any benefits under the General Bond Resolution. The Escrow Fund shall
be held by the Escrow Trustee separate and apart from all other funds or accounts held by the Escrow Trustee. The
Escrow Trustee will have no lien whatsoever upon any moneys in the Escrow Fund for any of its fees and costs
incurred in carrying out the provisions of the Escrow Agreement, which fees and costs will be paid to the Escrow
Trustee by the Issuer from other available funds.


6
SECURITY PROVISIONS AND PROTECTIVE COVENANTS

Bond Resolution

The Series 2007A Bonds are being issued pursuant to General Bond Resolution No. 29075 adopted on July
12, 1989, by the Metropolitan Council of the Parish of East Baton Rouge and City of Baton Rouge, the governing
authority 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
31618 09/11/91 32114 02/26/92 1992 Supplemental Bond Resolution
32177 03/11/92 32325 04/22/92 1992A Supplemental Bond Resolution
34300 08/25/93 34445 10/27/93 1993 Supplemental Bond Resolution
37642 03/12/97 38228 10/22/97 1997 Supplemental Bond Resolution
38993 09/23/98 39110 11/10/98 1998A Supplemental Bond Resolution
40844 02/28/01 41215 08/22/01 2001A 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 of
bonds, collectively the Non-Refunded Sales Tax Revenue Bonds:
Principal Outstanding
Amount Name Series Dated Date January 1, 2007
1

$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 Revised
Statutes of 1950, as amended, and other constitutional and statutory authority supplemental hereto, and pursuant to
the Bond Resolution. The Bond Resolution provides that the Series 2007A Bonds will be secured by and are payable
solely from a pledge and dedication of the net avails or proceeds of the two percent (2%) sales and use tax
authorized pursuant to Section 20 of Act No. 169 of the 1898 Regular Session of the Louisiana Legislature, as
amended by Act No. 334 of the 1946 Regular Session of the Louisiana Legislature (the City Tax), levied and
collected by the Governing Authority pursuant to Ordinance 10127 (the Ordinance) adopted by the Governing
Authority on December 14, 1994, levying the City Tax. The City Tax is levied upon the sale at retail, the use, the
consumption, the distribution and the storage in the City of each item of tangible personal property, and upon the
lease or rental of such property and the sale of services within the City, and upon the furnishing, preparing or
serving of articles of tangible personal property as defined in the Ordinance.

THE SERIES 2007A BONDS ARE SPECIAL OBLIGATIONS OF THE CITY AND DO NOT
CONSTITUTE AN INDEBTEDNESS OR PLEDGE OF THE GENERAL CREDIT OF THE CITY WITHIN THE
MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS RELATING TO THE INCURRING
OF 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 be
outstanding; $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.

7
until all of the Series 2007A Bonds and the Non-Refunded Sales Tax Revenue Bonds have been retired as to both
principal and interest. Nothing contained in the Bond Resolution shall be construed to prevent the Governing
Authority from altering, amending or repealing, from time to time as may be necessary, the Ordinance adopted
providing for the levying, imposition, enforcement and calculation of the City Tax or any subsequent ordinance
providing therefor, such alterations, amendments or repeals to be conditioned upon the continued preservation of the
rights of the Owners with respect to the revenues from the City Tax. More specifically, there shall be no amendment
to the ordinance levying the City Tax unless the Director of Finance certifies that if such change were in effect for
the prior two Fiscal Years, each years City Tax revenues would have been at least three (3) times the highest
combined 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 and
the obligation to continue to levy, collect and allocate the City Tax and to apply the revenues therefrom in
accordance with the provisions of the Citys Bond Resolution, shall be irrevocable until the Series 2007A Bonds and
the Non-Refunded Sales Tax Revenue Bonds have been paid in full as to both principal and interest and shall not be
subject to amendment in any manner which would impair the rights of the Owners from time to time of payment of
principal thereof and interest thereon. More specifically, neither the Legislature of the State of Louisiana nor the
City may discontinue or decrease the City Tax or permit to be discontinued or decreased the City Tax in anticipation
of the collection of which the Series 2007A Bonds and the Non-Refunded Sales Tax Revenue Bonds have been
issued, or in any way make any change in such City Tax which would diminish the amount of the sales tax revenues
to be received by the City except as provided above, until all of the Series 2007A Bonds and the Non-Refunded
Sales 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 Sales
Tax Revenue Bonds).

Flow of Funds

The City, in the Bond Resolution, has established and created the following special accounting funds to be
held by the Fiscal Agent of the City for the City for the equal and ratable benefit and security for the Owners of the
Series 2007A Bonds which funds shall be maintained and separately accounted for by the City for purposes of the
Series 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 Bond
Resolution shall be held in trust by the Fiscal Agent of the City and applied only in accordance with the provisions
thereof 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 and
collection 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 Bond
Resolution 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 manner
provided by the Bond Resolution.

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

First: To the appropriate party the monthly amount (which need not be the same in
every month) sufficient to provide for the payment of the reasonable costs and
expenses of collecting and administering the City Tax in the event said costs
were 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 Fund
established pursuant to Section 503 (A)(2) of the General Bond Resolution
moneys sufficient in amount to pay promptly and fully the principal of and
the interest on the Series 2007A Bonds therein authorized in the manner
provided by the Bond Resolution, as they become due and payable, by
transferring from the Sales Tax Fund to the regularly designated Fiscal Agent
of the City, on or before the last day of each month, beginning with the month
designated in a subsequent resolution, such sums as may be designated by
subsequent resolution to provide sufficient monies to pay promptly the
interest falling due on each Interest Payment Date and the principal falling
due on each Principal Payment Date as set forth in a subsequent resolution,
together with such additional proportionate amount as may be required to pay
said principal and interest as the same respectively become due. Said Fiscal
Agent will transfer from said Sinking Fund to the Paying Agent for all Series
2007A Bonds payable from said fund, at least one (1) Business Day in
advance of the date on which payment of principal or interest falls due, funds
fully sufficient to pay promptly the principal and interest so falling due on
such date.

Third: To the Fiscal Agent of the City for maintenance of the Reserve Fund
heretofore created and established pursuant to Section 503 (A)(3) of the
Citys General Bond Resolution, an amount on a monthly or annual basis
sufficient to ensure that, after taking into account amounts deposited into the
Reserve Fund from the proceeds of the Outstanding Bonds, the Reserve Fund
will equal the Debt Service Reserve Fund Requirement by no later than the
fifth anniversary date of the issuance of the Series 2007A Bonds, said
Reserve Fund to be retained solely for the purpose of paying the principal of
and the interest on the Series 2007A Bonds Outstanding payable from the
Sinking Fund as to which there would otherwise be a default (except such
amounts, if any, as may be payable to the United States of America as a
rebate of arbitrage pursuant to Section 148(f) of the Code). In the event the
additional pari passu bonds are issued hereafter in the manner provided by the
Bond Resolution, there shall be transferred from the proceeds of such pari
passu bonds and/or Sales Tax Fund, monthly or annually, such amounts (as
may be designated in the resolution authorizing the issuance of such pari
passu bonds) as will increase the total amount on deposit in said Reserve
Fund within a period not exceeding five (5) years to a sum equal to the
Reserve Fund Requirement.

If at any time it shall be necessary to use the moneys in the Reserve Fund for
the purpose of paying principal or interest on the Series 2007A Bonds
Outstanding payable from the Sinking Fund as to which there would otherwise
be a default, then the moneys so used shall be replaced from the revenues of
the City Tax first thereafter received, not hereinabove required for payments
into the Sinking Fund, it being the intention hereof that there shall as nearly as
possible 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 the
Qualified Investments, maturing in five years or less, except with respect to a
direct security repurchase agreement, which may mature in ten years or less,
except for Bond proceeds representing accrued interest, in which event all
income derived from such Qualified Investments shall be added to the Sales
Tax Fund, and such investments shall, to the extent at any time necessary, be
liquidated and the proceeds thereof applied to the purposes for which the Sales
Tax Fund was created. Income on investments in the Reserve Fund shall be
added to the Sales Tax Fund only to the extent that such income or earnings
exceed 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 month
after making the required payments into the Sinking Fund and Reserve Fund
for the current month and for prior months during which the required
payments may not have been made shall be considered surplus. Such surplus
may be used by the City for any of the purposes for which the imposition of
the City Tax is now or hereafter may be authorized or for the purpose of
retiring Bonds Outstanding in advance of their maturities, either by purchase
of Bonds Outstanding at prices not greater than the then applicable redemption
prices of the Bonds Outstanding or by retiring such Bonds Outstanding at the
prices 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 the
contrary, the Issuer may in its discretion, substitute a Surety Bond or other Credit Facility as additional security for
the 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 will
cause to be transferred into the Reserve Fund on the dates set forth therein the 1993 Transferred Proceeds, the 1997
Transferred Proceeds and the 1998A Transferred Proceeds which will ensure that after taking into account amounts
deposited 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 nature
payable from or enjoying a lien on the revenues of the City Tax having priority over or parity with the Series 2007A
Bonds and the Outstanding Parity Bonds, except that under the following conditions: the Series 2007A Bonds and
the Outstanding Parity Bonds may be refunded without losing their rank of lien, or parity bonds may be issued upon
compliance with the terms of the City Bond Resolution, which are substantially as follows:

1. The Series 2007A Bonds or any part thereof, including interest and
redemption premiums thereon, may be refunded and the refunding bonds so issued shall enjoy
complete 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 subsequent
issues may have been enjoyed by the Series 2007A Bonds refunded, provided, however, that if only a
portion of the Series 2007A Bonds is so refunded and the refunding bonds require total principal and
interest payments during a Bond Year in excess of the principal and interest which would have been
required in such Bond Year to pay the Series 2007A Bonds refunded thereby, then such Series
2007A Bonds may not be refunded without consent of the owners of the unrefunded portion of the
Series 2007A Bonds (provided such consent shall not be required if such refunding bonds meet the
requirements set forth in clause 2 below.)

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

(a) The average annual net revenues derived by the City from the City
Tax when computed for the last two (2) completed Fiscal Years
immediately preceding the issuance of the additional bonds must
have been not less than three (3) times the highest combined
principal and interest requirements for any succeeding Fiscal Year
on all bonds then outstanding, including any pari passu additional
bonds theretofore issued and then outstanding and any other bonds
or other obligations whatsoever then outstanding which are payable
from the City Tax (but not including bonds which have been
refunded or provision otherwise made for their full and complete
payment and redemption) and the Series 2007A Bonds so proposed
to be issued. Net Revenues shall be understood to refer to gross

10
revenues from the City Tax after there shall have been deducted
therefrom the reasonable and necessary expenses of collection and
administration of the City Tax.

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

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

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

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

Provided, however, that on and after the date on which the Series 1993 Bonds, the 1997 Bonds, the Series
1998A 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 and
effect:

After the date the Series 1993 Bonds, the Series 1997 Bonds, the Series 1998A Bonds and the Series
2001A Bonds are no longer Outstanding, the Issuer shall not issue any bonds or obligations of any kind or nature
payable from or enjoying a lien on the Tax revenues having priority over or on a parity with the Series 2007A Bonds
and any parity bonds issued thereafter, except that under the following conditions the Series 2007A Bonds may be
refunded without losing their rank of lien, or parity bonds may be issued upon compliance with the following parity
provisions:

(A) The Series 2007A Bonds or any part thereof, including interest and redemption
premiums thereon, may be refunded and the refunding bonds so issued shall enjoy complete
equality 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 issues
may have been enjoyed by the Series 2007A Bonds refunded, provided, however, that if only a
portion of the Series 2007A Bonds outstanding is so refunded and if the refunding bonds require
Annual Principal and Interest Requirements during any Bond Year in excess of the principal and
interest which would have been required in such Bond Year to pay the Series 2007A Bonds
refunded thereby, then such Bonds may not be refunded without the consent of the Owners of the
unrefunded portion of the Series 2007A Bonds issued hereunder (provided such consent shall not
be 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 Bonds
and 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 of
the Additional Bonds must have been not less than three (3) times the highest combined
Annual Principal and Interest Requirements for any succeeding Fiscal Year on all Bonds
then Outstanding, including any Additional Bonds theretofore issued and then
Outstanding and any other obligations whatsoever then Outstanding issued on a parity
with the Series 2007A Bonds then Outstanding and which are payable from the Tax
revenues (but not including Bonds which have been refunded or provisions otherwise
made for their full and complete payment and redemption), and the Additional Bonds so
proposed to be issued. For purposes of the Bond Resolution, if Variable Rate Bonds are
to be or have been issued, the interest rate thereon for purposes of determining the highest
combined 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 in
the Bond Resolution hereof must have been made in full.

(3) The existence of the facts required by paragraphs (1) and (2) above
must 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 of
each year in which the principal falls due and payable as to interest on February 1st and
August 1st of each year.

(5) The Insurers, if any, must be notified of the issuance of such Additional
Bonds 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 the
Series 2007A Bonds. The provisions, covenants and agreements set forth to be performed by or on behalf of the
City are for the equal benefit, protection and security of the Owners of any and all of the Series 2007A Bonds, each
of which, regardless of the time or times of their issue or maturity, shall be of equal rank without preference, priority
or 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 the
parity calculation, see SECURITY PROVISIONS AND PROTECTIVE COVENANTS Issuance of Additional
Bonds herein.
Sales Tax Revenues from Citys 2% Tax
Fiscal Year 2005
$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 Service
Requirements on Outstanding and
Proposed Bonds for any Future
Fiscal Year (2007)
$14,168,341.47
Excess Average Annual Revenues $16,721,383.86

* Unaudited
Source: 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 Tax
for the last two fiscal years immediately preceding the issuance of the Series 2007A Bonds is at least three (3) times
the highest combined principal and interest requirements for any succeeding fiscal year for all Bonds Outstanding.


12
Debt Service Requirements


Debt Service on Outstanding Parity Bonds Debt Service on Series 2007A Bonds
Calendar
Year Principal Interest
Parity Bonds
Debt Service Principal Interest
Series 2007A
Debt Service
Combined Debt
Service
2007 $10,045,000.00 $3,632,016.26 $13,677,016.26 $0.00 $491,325.21 $491,325.21 $14,168,341.47
2008 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 the
Louisiana Legislature, as amended by Act No. 334 of the 1946 Regular Session of the Louisiana Legislature. The
City Tax is being levied and collected by the City pursuant to the Ordinance adopted by the Governing Authority on
December 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 in
the City of Baton Rouge, State of Louisiana (the City) and in the Parish outside the boundaries of the City and the
municipalities of Baker and Zachary. Additionally, it annually adopted ordinances levying a % sales and use tax in
the City, and in the Parish, outside the boundaries of the City and the municipalities of Baker and Zachary, all as
determined by the Governing Authority and all in compliance with the Plan of Government or the City-Parish
Charter. Said ordinances were substantially identical except as to the rate of the taxes levied and the purposes for
which 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:

13

(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 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 sales of services within the Parish of East
Baton 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 of
constructing, acquiring, operating, maintaining and administering
sewers and sewerage disposal works and making all required payments
in connection with bonds for such 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 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 of
repairing streets and roads, 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 Parish of East Baton Rouge, inclusive of municipal areas, at
a 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 wheelchairs
prescribed by physicians or licensed chiropractors for personal consumption or use; (c) the sale or purchase of any
ostomy, ileostomy or colostomy device or any other appliance including catheters or any related items which are
required as the result of any surgical procedure by which an artificial opening is created in the human body for the
elimination 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 all
medical devices used personally and exclusively by the patient in the medical treatment of various diseases under
the supervision of and prescribed by a registered physician; and (g) meals furnished to the staff and students of
education institutions including kindergartens; the staff and patients of hospitals; the staff, inmates and patients of
mental 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 by
any of the above in facilities open to outsiders or to the general public are not exempt.



14
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, 1990
1
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 collection of the Tax to and including
December 31, 2030, and authorized seventy per centum (70%) of the net proceeds thereof to be funded into bonds payable from and
secured 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 Baton
Rouge 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 in
Central 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 Public
Safety, the Director of Finance of the City of Baton Rouge and the Parish of East Baton Rouge is the Collector of
the City Tax. The Tax Ordinance levying the City Tax requires the dealer to collect the City Tax from the purchaser
or consumer. On or before the twentieth day of each month, it is the duty of each dealer to transmit to the Director
of Finance a complete report of sales and use taxes collected during the preceding month and also to remit to the
Director of Finance the amount of the City Tax due for sales in the preceding month.



15
SALES TAX COLLECTIONS

Annual Collections

The City of Baton Rouge has collected the following amounts, before audit and other adjustments, from its
two percent (2%) sales and use tax for the periods indicated.
1990 $61,960,358
1991 60,621,822
1992 65,053,356
1993 66,975,803
1994 69,346,039
1995 72,162,232
1996 76,301,917
1997 76,857,677
1998 75,961,611
1999 77,863,835
2000 77,217,211
2001 76,090,739
2002 76,254,198
2003 75,963,337
2004 77,013,607
2005 87,942,899
2006* 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 and
use tax before audit and other adjustments monthly through December, 2006.
Mont h 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.



16
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 $30,395,000.00
Plus original issue premium 1,478,042.35
Transfer from prior issues debt service funds 371,000.00
Transfer from prior issues reserve funds 5,987,160.11

Total Sources $38,231,202.46

USES

Refunding Proceeds Fund $31,822,623.24
Reserve Fund
1
5,987,160.11
Cost 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 this
Official 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 any
information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the
information regarding the Policy and MBIA set forth under the heading FINANCIAL GUARANTY
INSURANCE. Additionally, MBIA makes no representation regarding the Series 2007A Bonds or the advisability
of investing in the Series 2007A Bonds.

The MBIA Policy unconditionally and irrevocably guarantees the full and complete payment required to be
made 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) and
interest on, the Series 2007A Bonds as such payments shall become due but shall not be so paid (except that in the
event of any acceleration of the due date of such principal by reason of mandatory or optional redemption or
acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a mandatory
sinking fund payment, the payments guaranteed by the MBIA Policy shall be made in such amounts and at such
times as such payments of principal would have been due had there not been any such acceleration, unless MBIA
elects in its sole discretion, to pay in whole or in part any principal due by reason of such acceleration); and (ii) the
reimbursement of any such payment which is subsequently recovered from any Owner of the Series 2007A Bonds
pursuant to a final judgment by a court of competent jurisdiction that such payment constitutes an avoidable
preference 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 payable
with respect to any Series 2007A Bonds. MBIA's Policy does not, under any circumstance, insure against loss
relating to: (i) optional or mandatory redemptions (other than mandatory sinking fund redemptions); (ii) any
payments to be made on an accelerated basis; (iii) payments of the purchase price of Series 2007A Bonds upon
tender by an owner thereof; or (iv) any Preference relating to (i) through (iii) above. MBIA's Policy also does not

1
On May 1, 2007, the 1993 Transferred Proceeds shall become transferred proceeds of the Series 2007A Bonds, on August 1, 2007, the 1997
Transferred 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 Transferred
Proceeds and the 1998A Transferred Proceeds on deposit in the Reserve Fund on the dates set forth above will ensure that, after taking into
account amounts deposited into the Reserve Fund from the proceeds of the Non-Refunded Sales Tax Revenue Bonds, the Reserve Fund will
equal the Reserve Requirement.

17
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 by
registered or certified mail, or upon receipt of written notice by registered or certified mail, by MBIA from the
Paying Agent or any owner of a Series 2007A Bond the payment of an insured amount for which is then due, that
such required payment has not been made, MBIA on the due date of such payment or within one business day after
receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with U.S. Bank
Trust National Association, in New York, New York, or its successor, sufficient for the payment of any such insured
amounts which are then due. Upon presentment and surrender of such Series 2007A Bonds or presentment of such
other proof of ownership of the Series 2007A Bonds, together with any appropriate instruments of assignment to
evidence the assignment of the insured amounts due on the Series 2007A Bonds as are paid by MBIA, and
appropriate instruments to effect the appointment of MBIA as agent for such owners of the Series 2007A Bonds in
any legal proceeding related to payment of insured amounts on the Series 2007A Bonds, such instruments being in a
form satisfactory to U.S. Bank Trust National Association, U.S. Bank Trust National Association shall disburse to
such owners or the Paying Agent payment of the insured amounts due on such Series 2007A Bonds, less any amount
held 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 Stock
Exchange 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 of
all 50 states, the District of Columbia, the Commonwealth of Puerto Rico, the Commonwealth of the Northern Mariana
Islands, 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 to
regulation under the laws of those jurisdictions.

The principal executive offices of MBIA are located at 113 King Street, Armonk, New York 10504 and the
main 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 subject
to the New York Insurance Law which, among other things, prescribes minimum capital requirements and contingency
reserves against liabilities for MBIA, limits the classes and concentrations of investments that are made by MBIA and
requires the approval of policy rates and forms that are employed by MBIA. State law also regulates the amount of both
the aggregate and individual risks that may be insured by MBIA, the payment of dividends by MBIA, changes in control
with respect to MBIA and transactions among MBIA and its affiliates.

The Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New
York Insurance Law.

Financial Strength Ratings of MBIA

Moody's Investors Service, Inc. rates the financial strength of MBIA Aaa.

Standard & Poor's, a division of The McGraw-Hill Companies, Inc., rates the financial strength of MBIA
AAA.

Fitch Ratings rates the financial strength of MBIA AAA.

Each rating of MBIA should be evaluated independently. The ratings reflect the respective rating agency's
current assessment of the creditworthiness of MBIA and its ability to pay claims on its policies of insurance. Any further
explanation as to the significance of the above ratings may be obtained only from the applicable rating agency.

The above ratings are not recommendations to buy, sell or hold the Series 2007A Bonds, and such ratings may
be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of any of
the above ratings may have an adverse effect on the market price of the Series 2007A Bonds. MBIA does not guaranty

18
the market price of the Series 2007A Bonds nor does it guaranty that the ratings on the Series 2007A Bonds will not be
revised or withdrawn.

MBIA Financial Information

As of December 31, 2005, MBIA had admitted assets of $11.0 billion (audited), total liabilities of $7.2
billion (audited), and total capital and surplus of $3.8 billion (audited), each as determined in accordance with
statutory accounting practices prescribed or permitted by insurance regulatory authorities. As of December 31,
2006, MBIA had admitted assets of $10.9 billion (unaudited), total liabilities of $6.9 billion (unaudited), and total
capital and surplus of $4.0 billion (unaudited), each as determined in accordance with statutory accounting practices
prescribed or permitted by insurance regulatory authorities.

For further information concerning MBIA, see the consolidated financial statements of MBIA and its
subsidiaries as of December 31, 2006 and December 31, 2005 and for each of the three years in the period ended
December 31, 2006, prepared in accordance with generally accepted accounting principles, included in the Annual
Report on Form 10-K of the Company for the year ended December 31, 2006 and the consolidated financial
statements of MBIA and its subsidiaries as of December 31, 2006, which are hereby incorporated by reference into
this Official Statement and shall be deemed to be a part hereof.

Copies of the statutory financial statements filed by MBIA with the State of New York Insurance
Department are available over the Internet at the Companys web site at http://www.mbia.com and at no cost, upon
request to MBIA at its principal executive offices.

Incorporation of Certain Documents by Reference

The following document filed by the Company with the Securities and Exchange Commission (the SEC)
is incorporated by reference into this Official Statement:

(1) The Companys Annual Report on Form 10-K for the year ended December 31, 2006

Any documents, including any financial statements of MBIA and its subsidiaries that are included therein
or attached as exhibits thereto, filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act after the date of the Companys most recent Quarterly Report on Form 10-Q or Annual Report on Form 10-K,
and prior to the termination of the offering of the Series 2007A Bonds offered hereby shall be deemed to be
incorporated by reference in this Official Statement and to be a part hereof from the respective dates of filing such
documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein,
or contained in this Official Statement, shall be deemed to be modified or superseded for purposes of this Official
Statement to the extent that a statement contained herein or in any other subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Official
Statement.

The Company files annual, quarterly and special reports, information statements and other information with
the SEC under File No. 1-9583. Copies of the Companys SEC filings (including (1) the Companys Annual Report
on Form 10-K for the year ended December 31, 2006, and (2) the Companys Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2006, June 30, 2006 and September 30, 2006 are available (i) over the Internet at the
SECs web site at http://www.sec.gov; (ii) at the SECs public reference room in Washington, D.C.; (iii) over the
Internet at the Companys web site at http://www.mbia.com; and (iv) at no cost, upon request to MBIA at its
principal executive offices.

LITIGATION

The City has various judgments rendered against it and various claims in different phases of prosecution.
The City each year budgets sufficient funds to pay the uninsured claims falling due that year. In addition, it
maintains a balance in an insurance fund used as a reserve in an amount exceeding $28,000,000, as of
December 31, 2005. The City cannot ensure that it will always have on hand sufficient money in the insurance
fund in future years to meet all of the claims falling due at that time.



19
TAX EXEMPTION

Federal Tax-Exemption

The delivery of the Series 2007A Bonds is subject to the opinion of Breazeale, Sachse & Wilson, L.L.P.,
Baton Rouge, Louisiana, Bond Counsel, to the effect that under existing law, interest on the Series 2007A Bonds
is excluded from gross income of the owners thereof for federal income tax purposes. (See Appendix F).

General

The Code imposes a number of requirements that must be satisfied for interest on state and local
government obligations to be excludable from gross income for federal income tax purposes. These requirements
include limitations on the use of bond proceeds and the source of repayment of bonds, limitations on the investment
of bond proceeds prior to expenditure, a requirement that excess arbitrage earned on the investment of certain bond
proceeds be paid periodically to the United States, except under certain circumstances, and a requirement that
information reports be filed with the Internal Revenue Service. Noncompliance with such requirements could cause
the interest on the Series 2007A Bonds to be included in gross income of the owners thereof for federal income
tax purposes retroactive to the date of execution and delivery of the Series 2007A Bonds, regardless of the date on
which the event causing taxability occurs. The Issuer has covenanted that it will comply with the requirements of
the Code in order to maintain the exclusion from gross income of interest on the Series 2007A Bonds.

The opinion of Bond Counsel will assume continuous compliance with covenants in the Bond Resolution
pertaining to those sections of the Code which affect the exclusion from gross income of interest on the Series
2007A Bonds for federal income tax purposes and, in addition, will rely on representations by the Issuer with
respect to matters solely within the knowledge of the Issuer, which Bond Counsel has not independently verified. If
the Issuer should fail to comply with covenants in the Bond Resolution or if the foregoing representations should
be determined to be inaccurate or incomplete, interest on the Series 2007A Bonds could become taxable from the
date of original delivery of the Series 2007A Bonds, regardless of the date on which the event causing such taxation
occurs. Bond Counsel has not undertaken to determine (or to inform any person) whether any action taken (or not
taken) or events occurring (or not occurring) after the date of issuance of the Series 2007A Bonds may affect the
tax-exempt status of interest on the Series 2007A Bonds.

Except as stated above, Bond Counsel will express no opinion as to any federal, state or local tax
consequences resulting from the ownership of, receipt of interest on, or disposition of the Series 2007A Bonds.

Owners of the Series 2007A Bonds should be aware that (i) the ownership of tax-exempt obligations,
such as the Series 2007A Bonds, may result in collateral federal income tax consequences to certain taxpayers, and
(ii) certain other federal, state and/or local tax consequences may also arise from the ownership and disposition of
the Series 2007A Bonds or the receipt of interest on the Series 2007A Bonds. Furthermore, future laws and/or
regulations enacted by federal, state or local authorities may affect certain owners of the Series 2007A Bonds.

PROSPECTIVE PURCHASERS OF THE SERIES 2007A BONDS ARE ADVISED TO CONSULT
THEIR OWN TAX ADVISORS PRIOR TO ANY PURCHASE OF THE SERIES 2007A BONDS AS TO THE
IMPACT OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, UPON THEIR ACQUISITION,
HOLDING OR DISPOSITION OF THE SERIES 2007A BONDS.

Alternative Minimum Tax Considerations

The Series 2007A Bonds are not private activity bonds and, except as hereinafter described, interest
on the Series 2007A Bonds will not be an item of tax preference for purposes of computing the federal
alternative minimum tax on individuals and corporations. The Code, however, imposes a 20% alternative
minimum tax on the alternative minimum taxable income of a corporation, if the amount of such alternative
minimum tax is greater than the amount of the corporations regular income tax. Generally, a corporations
alternative minimum taxable income will include 75% of the amount by which a corporations adjusted current
earnings exceeds a corporations alternative minimum taxable income. Because interest on tax-exempt obligations
is included in a corporations adjusted current earnings, ownership of the Series 2007A Bonds could subject a
corporation to alternative minimum tax consequences.


20
Tax Treatment of Original Issue Premium

The Series 2007A Bonds are offered and sold to the public at a premium. The premium is the excess of
the price over the stated redemption price at maturity. This premium is not deductible from federal income tax
purposes, and owners of the Series 2007A Bonds are required to reduce their basis in the Series 2007A Bonds for
the amount of premium that accrued while they owned the Series 2007A Bonds. Owners of the Series 2007A
Bonds (including owners that purchase the Series 2007A Bonds other than pursuant to the initial public offering)
should consult their own tax advisors as to the determination for federal income tax purposes of the amount of
premium properly accruable each year with respect to the Series 2007A Bonds, the adjusted basis of the Series
2007A Bonds (including sale, redemption or other disposition of the Series 2007A Bonds at maturity) and as to
other federal tax consequences and other state and local tax aspects of owning the Series 2007A Bonds.

Non-Qualified Tax-Exempt Obligations for Financial Institutions

Section 265(a) of the Code provides, in pertinent part, that interest paid or incurred by a taxpayer,
including a financial institution, on indebtedness incurred or continued to purchase or carry tax-exempt
obligations is not deductible by such taxpayer in determining taxable income. Section 265(b) of the Code
provides an exception to the disallowance of such deduction for any interest expense paid or incurred on
indebtedness of a taxpayer which is a financial institution allocable to tax-exempt obligations, other than
private activity bonds, which are designated by an issuer as qualified tax-exempt obligations. Section
265(b)(5) of the Code defines the term financial institution as referring to any corporation described in Section
585(a)(2) of the Code, or any person accepting deposits from the public in the ordinary course of such persons
trade or business which is subject to federal or state supervision as a financial institution.

The Series 2007A Bonds exceed $10,000,000 in aggregate principal amount and thus the Issuer cannot
designate the Series 2007A Bonds as qualified tax-exempt obligations within the meaning of Section 265(b) of
the Code.

Louisiana Taxes

The opinion of Bond Counsel will state that, pursuant to the Act, the Series 2007A Bonds and the interest
thereon are exempt from all taxation in the State of Louisiana.


Legal Opinion

The approving opinion of Bond Counsel will be printed on the Series 2007A Bonds. The opinion of Bond
Counsel is limited to the matters set forth therein. A manually executed original of this opinion will be delivered
to the Underwriters on the date of payment for delivery of the Series 2007A Bonds. A form of said legal opinion
appears in Appendix F to this Official Statement. The compensation of Bond Counsel is contingent upon the
sale and delivery of the Series 2007A Bonds.

FINANCIAL ADVISOR

The Issuer has retained Government Consultants of Louisiana, Inc., Baton Rouge, Louisiana, as
independent financial advisor (the "Financial Advisor") in connection with the sale and issuance of the Series
2007A Bonds. The Financial Advisor has not been engaged, nor has it undertaken, to independently verify the
accuracy of information contained in the Official Statement. The Financial Advisor is not a public accounting
firm and has not been engaged by the Issuer to compile, review, examine or audit any information in the Official
Statement in accordance with accounting standards. The Financial Advisor is an independent advisory firm and
will not participate in the underwriting of the Series 2007A Bonds.


21
BOND RATINGS

Fitch Ratings (Fitch), Moodys Investors Service, Inc. (Moodys) and Standard & Poors Ratings
Services, a Division of The McGraw-Hill Companies, Inc. (S&P) have assigned their ratings of AAA, Aaa
and AAA, respectively, to the Series 2007A Bonds with the understanding that, upon delivery of the Series
2007A Bonds, the Policy guaranteeing the payment when due of principal of and interest on the Series 2007A
Bonds will be issued by MBIA. Fitch, Moodys and S&P have also assigned their underlying ratings of AA,
Aa3 and AA, respectively, to the Series 2007A Bonds. Such ratings reflect only the views of such
organizations and are not a recommendation to buy, sell or hold the Series 2007A Bonds. Any desired explanation
of the significance of such ratings should be obtained from the rating agency furnishing the same, at the
following addresses:

Fitch Ratings
One State Street Plaza
New York, NY 10004
Telephone: (202) 908-4824

Moodys Investors Service, Inc.
99 Church Street
New York, New York 10007
Telephone: (212) 553-0300

Standard & Poors Ratings Services
55 Water Street
New York, New York 10041
Telephone: (212) 438-2076.

Generally a rating agency bases its rating on the information and materials furnished to it and on
investigations, studies and assumptions of its own. There is no assurance such ratings will continue for any given
period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agencies, if in
the judgment of such ratings agencies, circumstances so warrant. Any such downward revision or withdrawal of
such ratings may have an adverse effect on the market price of the Series 2007A Bonds.


CONTINUING DISCLOSURE

The Issuer will enter into an undertaking (the Undertaking) for the benefit of the holders of the Series
2007A Bonds to provide certain financial information and operation data to certain information repositories
annually and to provide notice to certain information repositories or the Municipal Securities Rulemaking Board
and a state information depository, if any, of certain events, pursuant to the requirements of Section (b)(5) of
Securities and Exchange Commission Rule 15c2-12 (17 C.F.R. Part 240, 240.15c2-12) (the Rule). (See
Appendix G Form of Continuing Disclosure Agreement.)

The Issuer has not failed to comply with any prior such undertaking under the Rule. A failure by the
Issuer to comply with the Undertaking will not constitute an Event of Default under the Bond Resolution
(although Bondholders will have any available remedy at law or in equity). Nevertheless, such a failure must be
reported in accordance with the Rule and must be considered by a broker dealer or municipal securities dealer
before recommending the purchase or sale of the Series 2007A Bonds in the secondary market. Consequently,
such a failure may adversely affect the transferability and liquidity of the Series 2007A Bonds and their market
price.

VERIFICATION OF MATHEMATICAL COMPUTATIONS

The arithmetical accuracy of certain computations included in the schedules provided by the Underwriter
on behalf of the Issuer relating to (a) computation of forecasted receipts of principal and interest on the Escrow
Obligations (and the forecasted payments of principal and interest to pay at maturity or earlier redemption of the
Refundable Series 1997 Bonds and the Refundable Series 1998A Bonds), and (b) computation of the yields on
the Series 2007A Bonds and the Escrow Obligations was verified by Causey Demgen & Moore Inc., certified
public accountants. Such computations were based solely on assumptions and information supplied by the
Underwriter on behalf of the Issuer. Causey Demgen & Moore Inc. has restricted its procedures to verifying the

22
arithmetical accuracy of certain computations and has not made any study or evaluation of the assumptions and
information on which the computations are based and, accordingly, has not expressed an opinion on the data used,
the reasonableness of the assumptions, or the achievability of the forecasted outcome.


UNDERWRITING

The Series 2007A Bonds are being purchased by Merrill Lynch, Pierce, Fenner & Smith, Incorporated
and Morgan Keegan & Company, Inc.(collectively, the Underwriters). The purchase price of the Series 2007A
Bonds is $31,743,076.57 (representing $30,395,000.00 as payment of the principal portion of the Series 2007A
Bonds, less Underwriters discount of $129,965.78, plus original issue premium of $1,478,042.35). The Bond
Purchase Agreement executed by the Underwriters provides that the Underwriters will purchase all of the Series
2007A Bonds, if any are purchased. The Underwriters intend to offer the Series 2007A Bonds to the public
initially at the offering prices set forth on the inside front cover of this Official Statement, which may
subsequently change without any requirement of prior notice. The Underwriters reserve the right to join with
dealers and other underwriters in offering the Series 2007A Bonds to the public. In connection with this offering,
the Underwriters may overallot or effect transactions which stabilize or maintain the market price of the Series
2007A Bonds offered hereby at a level above that which might otherwise prevail in the open market. Such
stabilizing, if commenced, may be discontinued at any time.


LEGAL MATTERS

Certain legal matters incident to the authorization, issuance, sale and delivery of the Series 2007A Bonds
are subject to the approval of Breazeale, Sachse & Wilson, L.L.P., Baton Rouge, Louisiana, Bond Counsel, whose
approving legal opinion in substantially the form of Appendix F, will be delivered with the Series 2007A Bonds.
Certain legal matters will be passed on by DeCuir, Clark & Adams, L.L.P., Baton Rouge, Louisiana, Counsel to the
Issuer and by Crawford Lewis, P.L.L.C., Baton Rouge, Louisiana, Counsel to the Underwriters.

MISCELLANEOUS

The references to all documents referred to herein do not purport to be complete statements of the
provisions of such documents, and reference is made to all such documents for full and complete statements of all
matters of fact relating to the Series 2007A Bonds, the security for the payment of the Series 2007A Bonds and the
rights of the owners thereof. During the period of the offering, copies of drafts of such documents may be examined
at the office of the Underwriter; following delivery of the Series 2007A Bonds, copies of such documents may be
examined at the principal corporate trust office of the Paying Agent/Registrar. The information contained in this
Official Statement has been compiled from official and other sources deemed to be reliable and while not guaranteed
as to completeness or accuracy, is believed to be correct as of this date.

All information regarding the Issuer, City Tax and the Bond Resolution have been furnished by the City.
All information regarding the Policy and the Bond Insurer has been furnished by the Bond Insurer and the City
makes no representations with respect thereto.

Any statement made in this Official Statement involving matters of opinion or of estimates, whether or not
expressly so stated, are set forth as such and not as representations of fact, and no representation is made that any of
the estimates will be realized. The information and expressions of opinion herein are subject to change without
notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any
circumstances, create any implication that there has been no change in the information presented herein since the
date hereof. This Official Statement is not to be construed as a contract or agreement among the Issuer, the Paying
Agent/Registrar or the Underwriters and the purchasers or owners of any Bonds.


INVESTMENTS

Potential purchasers of the Series 2007A Bonds should consult their own tax advisors as to the
consequences of investing in the Series 2007A Bonds. (See also LEGAL MATTERS).



23
ADDITIONAL INFORMATION

For any additional information concerning the City, please address Mr. David Medlin, Director of
Finance, City of Baton Rouge and Parish of East Baton Rouge, State of Louisiana, Parish Governmental Building,
Room 439, 222 St. Louis Street, Baton Rouge, Louisiana 70802 (telephone (225) 389-3061 or e-mail address:
dmedlin@brgov.com). For additional information concerning the Series 2007A Bonds now offered for sale,
please address the Citys Bond Counsel, Breazeale, Sachse & Wilson, L.L.P. (Attention: Richard D. Leibowitz,
Esq.) One American Place, 23rd Floor, Baton Rouge, Louisiana, 70821 (telephone (225) 381-8046 or email address:
rdl@bswllp.com) or the Citys Financial Advisor, Government Consultants of Louisiana, Inc. (Attention: Gordon
King) 700 North Tenth Street, Annex Bldg., Baton Rouge, Louisiana, 70802 (telephone (225) 344-2098 or e-mail
address: gcla@bellsouth.net).



24
CERTIFICATION AS TO OFFICIAL STATEMENT

At the time of payment for and delivery of the Series 2007A Bonds, the Governing Authority of the Issuer
will furnish the Underwriters a certificate signed by the Council Administrator-Treasurer of the Governing
Authority to the effect that (i) the descriptions and statements, including financial data, of or pertaining to the
Issuer, on the date of the Official Statement, on the date of the sale of the Series 2007A Bonds and on the date of
the delivery thereof, were and are true in all material respects, and, insofar as such matters are concerned, the
Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, (ii) insofar as the descriptions and statements, including financial data, of
or pertaining to governmental and/or non-governmental entities other than the Issuer and their activities
contained in the Official Statement are concerned, such descriptions, statements, and data have been obtained
from sources which the Governing Authority believed to be reliable and the Governing Authority has no reason
to believe that they are untrue or incomplete in any material respect, and (iii) there has been no adverse material
change in the affairs of the Issuer or the Governing Authority between the date of the Official Statement and the
date of delivery of the Series 2007A Bonds.

The delivery of this Official Statement has been duly authorized and approved by duly authorized
representatives of the Issuer.


CITY OF BATON ROUGE, STATE OF
LOUISIANA


/s/ Melvin L. Kip Holden
Mayor-President


/s/ M. Brian Mayers
Council Administrator-Treasurer



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APPENDIX A
CERTAIN PROVISIONS OF THE BOND RESOLUTION

The Bond Resolution contains various covenants and security provisions, certain of which are
set forth below. Reference should be made to the Bond Resolution for a full and complete
statement of other provisions, including the definitions of certain words and terms not defined
herein.
Definitions
Act shall mean Act No. 561 of the 1970 Regular Session of the Louisiana Legislature, as
amended by Act No. 328 of the 1988 Regular Session of the Louisiana Legislature, and other
applicable constitutional and statutory authority supplemental thereto.
Annual Principal and Interest Requirement shall mean, with respect to the Bonds, the sum
of the payments required to be made by the Issuer (other than from the proceeds of Bonds) in any
Fiscal Year with respect to the principal of (excluding the principal amount of any term bonds
scheduled for mandatory redemption), mandatory sinking fund payments, if any, and interest on
such Bonds.
Bonds Outstanding shall mean, collectively, (i) the Public Improvement Sales Tax Revenue
Bonds, Series 1993, in the outstanding principal amount of $2,615,000, (ii) the Public
Improvement Sales Tax Revenue Bonds, Series 1997, in the outstanding principal amount
of $3,925,000, (iii) the Public Improvement Sales Tax Revenue and Refunding Bonds,
Series 1998A, in the outstanding principal amount of $57,980,000, (iv) the Public Improvement
Sales Tax Revenue Bonds, Series 2001A, in the outstanding principal amount of $21,235,000,
(v) the Public Improvement Sales Tax Revenue Bonds, Series 2005B (Taxable), in the
outstanding principal amount of $2,010,000, and (v) any pari passu bonds issued in any future
year in accordance with Section 901 of the General Bond Resolution, Section 901 of the 1990
Supplemental Resolution, Section 901 of the 1992 Supplemental Resolution, Section 901 of
the 1992A Supplemental Resolution, Section 901 of the 1993 Supplemental Resolution,
Section 901 of the 1997 Supplemental Resolution, Section 901 of the 1998A Supplemental
Resolution, Section 901 of the 2001A Supplemental Resolution, Section 901 of the 2005B
Supplemental Resolution and Section 901 hereof. Provided, however, on and after the date of
issuance and delivery of the Series 2007A Bonds, the Bonds Outstanding shall consist solely of
the Non-Refunded Series 1997 Bonds, the Non-Refunded Series 1998A Bonds, the Non-
Refunded Series 2001A Bonds, the Non-Refunded Series 2005B Bonds and the Series 2007A
Bonds.
Bondholder, Registered Owner, or Owner shall mean the Person reflected as
registered owner of any of the Series 2007A Bonds on the registration books maintained by the
Paying Agent.
Bond Counsel shall mean an attorney or firm of attorneys whose experience in matters
relating to the issuance of obligations by states and their political subdivisions is nationally
recognized.
Bond Obligation shall mean, as of the date of computation, the principal amount of the
Series 2007A Bonds then Outstanding.

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Bond Resolution shall mean this resolution, as amended and supplemented as herein
provided.
Bond Year shall mean the one-year period ending on the principal payment date on the
Series 2007A Bonds (August 1) of each year.
Business Day shall mean a day of the year other than a day on which banks located in New
York, New York and the city in which the principal office of the Paying Agent are located are
required or authorized to remain closed and on which the New York Stock Exchange is closed.
Certified Interest Rate shall mean, with respect to Variable Rate Bonds, the interest rate set
forth in a Supplemental Resolution executed on or prior to the date of the first issuance of the
Variable Rate Bonds in accordance with the provisions of the next two paragraphs.
With respect to the calculation for the incurrence of Additional Bonds and refunding bonds
pursuant to Section 3.06 of the General Bond Resolution, as of the date of the calculation, a
Certified Interest Rate shall be determined by the investment banking or financial advisory
institution or firm selected by the Issuer, and shall be the greater of (i) the average of The Bond
Market Association Municipal Swap Index (BMA Index) for the one hundred twenty (120)
month period ending seven (7) days preceding the date of calculation, or (ii) the average of the
BMA Index for the three (3) month period ending seven (7) days preceding the date of
calculation; provided that if the BMA Index shall cease to be published, the index to be used in
its place shall be that index which the Issuer, in consultation with an investment banking firm or
financial advisory institution or firm selected by the Issuer, determines most closely replicates
such index, as set forth in a certificate of an Authorized Officer filed with the Fiduciary.
Provided that, if on such date of calculation the interest rate on such Variable Rate Bonds shall
then be hedged for a specific period, the interest rate used for such specified period for the
purposes of the foregoing calculation shall be such hedged interest rate. Notwithstanding the
foregoing, in no event shall the Certified Interest Rate be in excess of the Maximum Interest
Rate.
For purposes of calculating the Reserve Requirement and the Annual Principal and Interest
Requirement in the case of Variable Rate Bonds, the Certified Interest Rate shall be determined
by an investment banking or financial advisory institution or firm selected by the Issuer, and
shall be the greater of (i) the average of the BMA Index for the one hundred twenty (120) month
period ending seven (7) days preceding the date of calculation, or (ii) the average of the BMA
Index for the three (3) month period ending seven (7) days preceding the date of calculation.
Provided that if the BMA Index shall cease to be published, the index to be used in its place shall
be that index which the Issuer, in consultation with an investment banking firm or financial
advisory institution or firm selected by the Issuer, determines most closely replicates such index,
as set forth in a certificate of an Authorized Officer filed with the Fiduciary. Provided that, if on
such date of calculation the interest rate on such Variable Rate Bonds shall then be hedged for a
specified period, the interest rate used for such specified period for the purposes of the foregoing
calculation shall be such hedged interest rate. Notwithstanding the foregoing, in no event shall
the Certified Interest Rate be in excess of the Maximum Interest Rate.
Code shall mean the Internal Revenue Code of 1986, as amended.
Costs of Issuance shall mean all items of expense, directly or indirectly payable or

A-3
reimbursable and related to the authorization, sale and issuance of the Series 2007A Bonds,
including but not limited to printing costs, costs of preparation and reproduction of documents,
filing and recording fees, initial fees and charges of any fiduciary, legal fees and charges, fees
and charges for the preparation, printing and distribution of a preliminary official statement and
final official statement, if paid by the Issuer, fees and disbursements of consultants and
professionals, costs of credit ratings, fees and charges for preparation, execution, transportation
and safekeeping of the Series 2007A Bonds, premiums for the insurance of the payment of the
Series 2007A Bonds, if any, and any other cost, charge or fee paid or payable by the Issuer in
connection with the original issuance of Series 2007A Bonds.
Credit Facility shall mean any letter of credit, insurance policy, surety bond, standby bond
purchase agreement or similar facility as used in connection with the Bonds.
Credit Facility Issuer shall mean the provider of the Credit Facility with respect to any
series of Bonds.
Debt Service for any period shall mean, as of the date of calculation, an amount equal to the
sum of (i) interest payable during such period on Series 2007A Bonds and (ii) the principal
amount of Series 2007A Bonds which mature during such period.
Defeasance Obligations shall mean (a) cash or (b) Non-callable Government Securities.
Escrow Deposit Agreement shall mean the Escrow Deposit Agreement dated as of March 1,
2007, by and between the Issuer and the Escrow Trustee.
Escrow Trustee shall mean The Bank of New York Trust Company, N.A., and its
successors and assigns.
Executive Officers shall mean collectively the Mayor and Treasurer of the Issuer.
Fiscal Year shall mean the one-year period commencing on January 1 of each year, or such
other one-year period as may be designated by the Governing Authority as the fiscal year of the
Issuer.
General Bond Resolution shall mean Resolution 29075 adopted by the Governing
Authority on July 12, 1989, as supplemented by Resolution 29135 adopted by the Governing
Authority on August 9, 1989, and as the same may be amended and/or supplemented in the
future.
Governing Authority shall mean the Metropolitan Council of the Parish of East Baton
Rouge and City of Baton Rouge, or its successor in function.
Insurer shall mean the issuer of any Municipal Bond Insurance Policy insuring the payment
of principal and interest of the Series 2007A Bonds.
Interest Payment Date shall mean February 1 and August 1 of each year, commencing
August 1, 2007.
Maximum Interest Rate shall mean, with respect to any particular Variable Rate Bonds, a
numerical rate of interest, which shall be set forth in the Supplemental Resolution of the Issuer
delineating the details of such Variable Rate Bonds that shall be the maximum rate of interest
such Variable Rate Bonds may at any particular time bear.

A-4
Municipal Bond Insurance Policy shall mean any municipal bond insurance policy issued
insuring the payment when due of the principal of and interest on the Series 2007A Bonds.
1993 Transferred Proceeds shall mean $300,437.11 on deposit in the Reserve Fund
allocable to the Refundable Series 1993 Bonds which will become transferred proceeds of the
Series 2007A Bonds on May 1, 2007.
1997 Transferred Proceeds shall mean $626,085.19 on deposit in the Reserve Fund
allocable to the Refundable Series 1997 Bonds which will become transferred proceeds of the
Series 2007A Bonds on August 1, 2007.
1998A Transferred Proceeds shall mean $5,060,637.81 on deposit in the Reserve Fund
allocable to the Refundable Series 1998A Bonds which will become transferred proceeds of
the Series 2007A Bonds on August 1, 2008.
Non-Refunded Sales Tax Revenue Bonds shall mean, collectively, the Non-Refunded
Series 1997 Bonds, the Non-Refunded Series 1998A Bonds, the Non-Refunded Series 2001A
Bonds and the Non-Refunded Series 2005B Bonds.
Non-Refunded Series 1997 Bonds shall mean the Series 1997 Bonds maturing August 1,
2007, to and including August 1, 2009, in the aggregate principal amount of $1,650,000.
Non-Refunded Series 1998A Bonds shall mean the Series 1998A Bonds maturing August
1, 2007, to and including August 1, 2010, in the aggregate principal amount of $32,215,000.
Non-Refunded Series 2001A Bonds shall mean the Series 2001A Bonds maturing August
1, 2007, to and including August 1, 2026, in the aggregate principal amount of $21,235,000.
Non-Refunded Series 2005B Bonds shall mean the Series 2005B Bonds maturing August 1,
2007, to and including August 1, 2029, in the aggregate principal amount of $2,010,000.
Outstanding, when used with reference to the Series 2007A Bonds, shall mean, as of any
date, all Series 2007A Bonds theretofore issued under the Bond Resolution, except:
1. Series 2007A Bonds theretofore canceled by the Paying Agent or
delivered to the Paying Agent for cancellation;
2. Series 2007A Bonds for the payment or redemption of which
sufficient Defeasance Obligations have been deposited with the
Paying Agent or an escrow agent in trust for owners of such
Series 2007A Bonds with the effect specified in this Bond
Resolution, provided that if such Series 2007A Bonds are to be
redeemed, irrevocable notice of such redemption has been duly
given or provided for pursuant to the Bond Resolution, to the
satisfaction of the Paying Agent, or waived;
3. Series 2007A Bonds in exchange for or in lieu of which other
Series 2007A Bonds have been registered and delivered pursuant
to the Bond Resolution;
4. Series 2007A Bonds alleged to have been mutilated, destroyed,
lost or stolen which have been paid as provided in the Bond
Resolution or by law; and

A-5
5. Series 2007A Bonds for the payment of the principal (or
redemption price, if any) and interest for which Defeasance
Obligations are held by the Paying Agent or an escrow agent with
the effect specified in the Bond Resolution.
Paying Agent shall mean The Bank of New York Trust Company, N.A., as initial paying
agent and registrar hereunder until a successor Paying Agent shall have become such pursuant to
the applicable provisions of this Bond Resolution, and thereafter Paying Agent shall mean
such successor Paying Agent.
Person shall mean any individual, corporation, partnership, joint venture, association,
joint-stock company, trust, unincorporated organization, or government or any agency or
political subdivision thereof.
Record Date shall mean, with respect to an Interest Payment Date, the close of business on
the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or
not such day is a Business Day.
Refundable Sales Tax Revenue Bonds shall mean, collectively, the Refundable Series 1993
Bonds, the Refundable Series 1997 Bonds and the Refundable Series 1998A Bonds.
Refundable Series 1993 Bonds shall mean the Series 1993 Bonds maturing August 1, 2007
to and including August 1, 2018, in the aggregate principal amount of $2,615,000.
Refundable Series 1997 Bonds shall mean the Series 1997 Bonds maturing August 1, 2010,
to and including August 1, 2017, in the aggregate principal amount of $2,275,000.
Refundable Series 1998A Bonds shall mean the Series 1998A Bonds maturing August 1,
2011, to and including August 1, 2016, in the aggregate principal amount of $25,765,000.
Refunding Proceeds Fund shall mean the City of Baton Rouge 2007A Sales Tax Bonds
Refunding Proceeds Fund created by Section 503(C) of the Bond Resolution.
Reserve Fund Requirement shall mean the lesser of (i) 10% of the original proceeds of the
Series 1993 Bonds, the Series 1997 Bonds, the Series 1998A Bonds, the Series 2001A Bonds,
the Series 2005B Bonds, the Series 2007A Bonds and any additional pari passu bonds issued in
the manner provided by Section 901 of this Bond Resolution, the General Bond Resolution, the
1990 Supplemental Resolution, the 1992 Supplemental Resolution, the 1992A Supplemental
Resolution, the 1993 Supplemental Resolution, the 1997 Supplemental Resolution, the 1998A
Supplemental Resolution, the 2001A Supplemental Resolution or the 2005B Supplemental
Resolution, or (ii) the highest combined principal and interest requirements in any succeeding
Bond Year on the Bonds Outstanding and the Series 2007A Bonds and such additional pari passu
bonds. Provided, however, that the Reserve Fund Requirement may be satisfied with a surety
bond or other Credit Facility, all as shall be determined in a Supplemental Resolution. In
computing the Reserve Fund Requirement in respect of a Series of Bonds that constitute Variable
Rate Bonds, the interest rate on such Variable Rate Bonds shall be the Certified Interest Rate as
determined and described in the definition of Certified Interest Rate in the Bond Resolution.
Series 1993 Bonds shall mean any or all of the Public Improvement Sales Tax Revenue
Bonds, Series 1993 of the Issuer, issued pursuant to the General Bond Resolution and the
Series 1993 Supplemental Resolution.

A-6
Series 1997 Bonds shall mean any or all of the Public Improvement Sales Tax Revenue
Bonds, Series 1997 of the Issuer, issued pursuant to the General Bond Resolution and the
Series 1997 Supplemental Resolution.
Series 1998A Bonds shall mean any or all of the Public Improvement Sales Tax Revenue
and Refunding Bonds, Series 1998A of the Issuer, issued pursuant to the General Bond
Resolution and the Series 1998A Supplemental Resolution.
Series 2001A Bonds shall mean any or all of the Public Improvement Sales Tax Revenue
Bonds, Series 2001A of the Issuer, issued pursuant to the General Bond Resolution and the
Series 2001A Supplemental Resolution.
Series 2005B Bonds shall mean any and all of the Public Improvement Sales Tax Revenue
Bonds, Series 2005B (Taxable), dated April 19, 2005, issued pursuant to the General Bond
Resolution and the 2005B Supplemental Resolution.
Series 1993 Supplemental Resolution shall mean Resolution 34300 adopted by the
Governing Authority of the Issuer on August 25, 1993, as supplemented by the First
Supplemental Resolution 34445 on October 27, 1993, as the same may be amended and/or
supplemented in the future.
Series 1997 Supplemental Resolution shall mean Resolution 37642 adopted by the
Governing Authority of the Issuer on March 12, 1997, as supplemented by the First
Supplemental Resolution 38228 on October 22, 1997, as the same may be amended and/or
supplemented in the future.
Series 1998A Supplemental Resolution shall mean Resolution 38993 adopted by the
Governing Authority of the Issuer on September 23, 1998, as supplemented by the First
Supplemental Resolution 39110 on November 10, 1998, as the same may be amended and/or
supplemented in the future.
Series 2001A Supplemental Resolution shall mean Resolution 40844 adopted by the
Governing Authority of the Issuer on February 28, 2001, as supplemented by the First
Supplemental Resolution 41215 on August 22, 2001, as the same may be amended and/or
supplemented in the future.
Series 2005B Supplemental Resolution shall mean Resolution 43867 adopted by the
Governing Authority of the Issuer on January 26, 2005, as supplemented by the First
Supplemental Resolution 44014 on April 13, 2005, as the same may be amended and/or
supplemented in the future.
State shall mean the State of Louisiana.
Supplemental Resolution shall mean any resolution supplemental to or amendatory of the
General Bond Resolution adopted by the Governing Authority in accordance with Article VIII of
the General Bond Resolution.
Tax shall mean the two percent (2%) sales and use tax now being levied and collected by
the Issuer in accordance with Section 20 of Act No. 169 of the 1898 Regular Session of the
Louisiana Legislature, as amended by Act No. 334 of the 1946 Regular Session of the Louisiana
Legislature.
Variable Rate Bonds shall mean any Series of Bonds issued with a variable, adjustable,

A-7
convertible or other similar rate which is not fixed in percentage for the entire term thereof at the
date of issue.
SECTION 202. Bond Resolution to Constitute Contract. In consideration of the purchase and
acceptance of the Series 2007A Bonds by those who shall own the same from time to time, the
provisions of this Bond Resolution shall be a part of the contract of the Issuer with the Owners of
the Series 2007A Bonds and shall be deemed to be and shall constitute a contract between the
Issuer and the Owners from time to time of the Series 2007A Bonds. The provisions, covenants
and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the
equal benefit, protection and security of the Owners of any and all of the Series 2007A Bonds,
each of which Series 2007A Bonds, regardless of the time or times of its issue or maturity, shall
be of equal rank without preference, priority or distinction over any other thereof except as
expressly provided in this Bond Resolution.
SECTION 203. Obligation of Bonds. The Series 2007A Bonds, on a pari passu, parity basis
with the Non-Refunded Series 1997 Bonds, the Non-Refunded Series 1998A Bonds, the Non-
Refunded Series 2001A Bonds and the Non-Refunded Series 2005B Bonds, shall be secured by
and payable in principal, premium, if any, and interest solely from an irrevocable pledge and
dedication of the net avails or proceeds of the Tax being levied and collected by and on behalf of
the Issuer pursuant to the Constitution and laws of the State of Louisiana, after there have first
been paid from the gross avails or proceeds thereof the reasonable and necessary costs and
expenses of collecting and administering the Tax. The net proceeds of the Tax are hereby
irrevocably and irrepealably pledged and dedicated in an amount sufficient for the payment of
the Series 2007A Bonds in principal, premium, if any, and interest as they shall respectively
become due and payable, and for the other purposes hereinafter set forth in this Bond Resolution.
All of the net avails or proceeds of the Tax required to be set aside in a separate fund
established on the books and records of the Issuer (as set forth in the General Bond Resolution)
shall be and remain pledged for the security and payment of the Bonds Outstanding in principal,
premium, if any, and interest and for all other payments provided for until all Bonds Outstanding
shall have been fully paid and discharged.
SECTION 401. Application of Bond Proceeds and Accrued Interest. The net proceeds of the
sale of the Series 2007A Bonds (specifically $31,666,076.57 (consisting of $30,395,000.00 par
amount of the Series 2007A Bonds, less underwriter's discount of $129,965.78, plus original
issue premium of $1,478,042.35, less bond insurance premium of $77,000.00 paid to the Insurer
by the Underwriter on behalf of the Issuer)) shall be deposited as follows:
(a) Upon the delivery of the Series 2007A Bonds, $31,451,623.24 of the net proceeds shall
be deposited into the City of Baton Rouge 2007A STRB Refunding Proceeds Fund and
applied by the Issuer for the purpose of current refunding the Refundable Series 1993 Bonds
and advance refunding the Refundable Series 1997 Bonds and the Refundable Series 1998A
Bonds.

(b) The remainder shall be transferred into a special fund designated the City of Baton
Rouge 2007A Sales Tax Fund Construction Fund for use by the custodian of such fund for
the purpose of paying the Costs of Issuance and no further authority shall be necessary for
the expenditure of such funds for such purpose.
SECTION 502. Issuer Obligated to Collect Tax. In compliance with the laws of Louisiana,

A-8
the Issuer, through its Governing Authority, by proper ordinances and/or resolutions, is obligated
to cause the Tax to continue to be levied and collected until all of the Bonds Outstanding have
been retired as to both principal and interest, and further shall not discontinue or decrease or
permit to be discontinued or decreased the Tax in anticipation of the collection of which the
Bonds Outstanding have been issued, nor in any way make any change which would diminish
the amount of the Tax Revenues to be received by the Issuer until all of the Bonds Outstanding
have been retired as to both principal and interest, except as provided in Section 704 of the
General Bond Resolution and Section 704 hereof.
SECTION 503. Establishment of Funds and Accounts.
(A) Upon delivery of and payment for the Series 2007A Bonds, the Funds and Accounts
created under Article V of the General Bond Resolution, including the Sales Tax Fund, Sinking
Fund and Reserve Fund, shall be held and maintained by the Fiscal Agent of the Issuer for the
equal benefit and security of the holders and Owners of the Bonds Outstanding. The Issuer is
hereby expressly authorized to create separate accounts within the Sinking Fund and Reserve
Fund, relating specifically to the Series 2007A Bonds, all in accordance with Section 1.148-
6(e)(6) of the Department of the Treasury Internal Revenue Service Final Regulations effective
July 1, 1993 (the Treasury Regulations).
(B) All moneys or securities deposited in the Sinking Fund and the Reserve Fund pursuant to
the General Bond Resolution and this Bond Resolution shall be held in trust by the Fiscal Agent
and applied only in accordance with the provisions thereof and shall be considered trust funds for
the purposes of the General Bond Resolution and this Bond Resolution.
(C) There is hereby created and established a special fund designated the 2007A City STRB
Refunding Proceeds Fund for use by the Issuer of such fund for the purpose set forth in Section
201 hereof, and as more specifically set forth in Section 505 hereof, and no further authority
shall be necessary for the expenditure of such funds for such purpose.
SECTION 505. 2007A City STRB Refunding Proceeds Fund. The funds deposited into the
Refunding Proceeds Fund shall be used solely to pay the Redemption Price on the Refundable
Series 1993 Bonds, the Refundable Series 1997 Bonds and the Refundable Series 1998A Bonds
in accordance with the provisions of the Escrow Deposit Agreement and this Bond Resolution.
Moneys so deposited into the Refunding Proceeds Fund shall be immediately transferred by the
Issuer to the Escrow Agent for deposit into the Escrow Fund created and established by the
Escrow Deposit Agreement for the purpose of current refunding the Refundable Series 1993
Bonds and advance refunding the Refundable Series 1997 Bonds and the Refundable Series
1998A Bonds. The moneys deposited into the Escrow Fund shall be disbursed, applied and
invested in accordance with the provisions of the Escrow Deposit Agreement.
SECTION 506. Funds to Constitute Trust Funds. The Sinking Fund, the Sales Tax Fund and
the Reserve Fund provided for in Section 503 of the General Bond Resolution shall all be and
constitute trust funds for the purposes provided in this Bond Resolution, and the Owners of
Series 2007A Bonds issued pursuant to this Bond Resolution are hereby granted a lien on all
such funds until applied in the manner provided herein. The moneys in such funds shall at all
times be secured to the full extent thereof by the bank or trust company holding such funds in the
manner required by the laws of the State pertaining to the securing of public deposits.


A-9
SECTION 508. Reserve Fund. Notwithstanding anything contained in the General Bond
Resolution or any supplemental resolution to the contrary, the Issuer may in its discretion,
substitute a Surety Bond or other Credit Facility as additional security for the Series 2007A
Bonds in place of the Reserve Fund.
SECTION 701. Payment of Bonds. The Issuer shall duly and punctually pay or cause to be
paid as herein provided, the principal or redemption price, if any, of every Series 2007A Bond
and the interest thereon, at the dates and places and in the manner stated in the Series 2007A
Bonds according to the true intent and meaning thereof.
SECTION 703. Obligation to Collect Tax. The Issuer recognizes that the Governing
Authority of the Issuer is bound under the terms and provisions of law, to levy, impose, enforce
and collect the Tax, to provide for all reasonable and necessary rules, regulations, procedures and
penalties in connection therewith, including the proper application of the proceeds of the Tax,
until all of the Bonds Outstanding have been retired as to both principal and interest. Nothing
herein contained shall be construed to prevent the Governing Authority of the Issuer from
altering, amending or repealing from time to time as may be necessary, the ordinances adopted
providing for the levying, imposition, enforcement and collection of the Tax or any subsequent
ordinance providing therefor, said alterations, amendments or repeals to be conditioned upon the
continued preservation of the rights of the Owners of the Bonds Outstanding with respect to the
revenues from the Tax. More specifically, there shall be no amendment to the ordinance or
resolution levying the Tax or any change in the Tax or exemptions thereto by subsequent
ordinance or resolution levying the Tax unless the Director of Finance certifies that if such
change were in effect for the prior two Fiscal Years, each year's Tax revenues would have been
at least three times the total principal and interest falling due on the Bonds Outstanding. Subject
to such provision, the ordinances imposing the Tax and pursuant to which the Tax is being
levied, collected and allocated, and the obligation to continue to levy, collect and allocate the
Tax and to apply the revenues therefrom in accordance with the provisions of the General Bond
Resolution and this Bond Resolution, shall be irrevocable until the Bonds Outstanding have
been paid in full as to both principal and interest, and shall not be subject to amendment in any
manner which would impair the rights of the Owners from time to time of the Bonds Outstanding
or which would in any way jeopardize the prompt payment of principal thereof and interest
thereon. More specifically, neither the Legislature of Louisiana, nor the Issuer may discontinue
or decrease the Tax or permit to be discontinued or decrease the Tax in anticipation of the
collection of which the Bonds Outstanding have been issued, or in any way make any change in
such Tax which would diminish the amount of the sales tax revenues to be received by the Issuer
except as provided above, until all of such Bonds Outstanding shall have been retired as to both
principal and interest.
SECTION 705. Issuer to Maintain Books and Records. So long as any of the Bonds
Outstanding are outstanding and unpaid in principal or interest, the Issuer shall maintain and
keep proper books of records and accounts separate and apart from all other transactions relating
to the collection and expenditure of the revenues of the Tax, including specifically, but without
limitation, all reasonable and necessary costs and expenses of collection. Not later than
seven (7) months after the close of each Fiscal Year, the Issuer shall cause an audit of such books
and accounts to be made by the Legislative Auditor of the State of Louisiana (or his successor)
or by a recognized independent firm of certified public accountants showing the receipts of and
disbursements made for the account of the aforesaid Sales Tax Fund. Such audit shall be

A-10
available for inspection upon request by the Owners of any of the Bonds Outstanding. The
Issuer further agrees that the Paying Agent and the Owners of any of the Bonds Outstanding
shall have at all reasonable times the right to inspect the records, accounts and data of the Issuer
relating to the Tax.
SECTION 801. Supplemental Resolutions Effective Without Consent of Bondholders. For
any one or more of the following purposes and at any time from time to time a resolution
supplemental hereto may be adopted, which, upon the filing with the Paying Agent of a certified
copy thereof, but without any consent of Bondholders, shall be fully effective in accordance with
its terms:
(a) to add to the limitations and restrictions contained in this Bond
Resolution on the registration and delivery of Series 2007A Bonds
or the issuance of other evidences of indebtedness;
(b) to add to the covenants and agreements of the Issuer in this Bond
Resolution other covenants and agreements to be observed by the
Issuer which are not contrary to or inconsistent with the Bond
Resolution as theretofore in effect;
(c) to add to the limitations and restrictions in this Bond Resolution
other limitations and restrictions to be observed by the Issuer
which are not contrary to or inconsistent with the Bond Resolution
as theretofore in effect;
(d) to surrender any right, power or privilege reserved to or conferred
upon the Issuer by the terms of this Bond Resolution, but only if
the surrender of such right, power or privilege is not contrary to or
inconsistent with the covenants and agreements of the Issuer
contained in this Bond Resolution;
(e) to cure any ambiguity, supply any omission, or cure or correct any
defect or inconsistent provision of the Bond Resolution;
(f) to insert such provisions clarifying matters or questions arising
under the Bond Resolution as are necessary or desirable and are
not contrary to or inconsistent with the Bond Resolution as
theretofore in effect;
(g) to add the call provisions in accordance with Section 601 hereof;
(h) to add the Redemption Prices, if any, and, subject to the provisions
of this Resolution, the redemption terms for the Series 2007A
Bonds;
(i) to add the dated date of the Series 2007A Bonds and the amount
and due date of each principal payment for the Series 2007A
Bonds;

A-11
(j) to add, if so determined by the Issuer, provisions for the sale of the
Series 2007A Bonds;
(k) to add provisions for Municipal Bond Insurance, if any; and
(l) to add any other provisions deemed advisable by the Issuer as shall
not conflict with the provision hereof.
SECTION 802. Supplemental Resolutions Effective With Consent of Bondholders. Except
as provided in Section 801, any modification or amendment of this Bond Resolution or of the
rights and obligations of the Issuer and of the Owners of the Series 2007A Bonds hereunder, in
any particular, may be made by a supplemental resolution, with the written consent of the
Owners of a majority of the Bond Obligation at the time such consent is given. No such
modification of amendment shall permit a change in the terms of redemption or maturity of the
principal of any outstanding Series 2007A Bond or of any installment of interest thereon or a
reduction in the principal amount or the redemption price thereof or in the rate of interest thereon
without the consent of the Owner of such Series 2007A Bond, or shall reduce the percentages of
Series 2007A Bonds the consent of the Owner of which is required to effect any such
modification or amendment, or change the obligation of the Issuer to levy and collect the Tax for
the payment of the Series 2007A Bonds as provided herein, without the consent of the Owners of
all the Series 2007A Bonds then Outstanding, or shall change or modify any of the rights or
obligations of the Paying Agent without its written assent thereto. For the purposes of this
Section, Series 2007A Bonds shall be deemed to be effected by a modification or amendment of
the Bond Resolution if the same adversely affects or diminishes the rights of the Owners of said
Series 2007A Bonds.
SECTION 901. Issuance of Parity Bonds. All of the Series 2007A Bonds shall enjoy
complete parity of lien on the avails or proceeds of the Tax despite the fact that any of the
Series 2007A Bonds may be delivered at an earlier date than any other of the Series 2007A
Bonds. Other than the Outstanding Bonds, the Issuer shall issue no other bonds or obligations of
any kind or nature payable from or enjoying a lien on the avails or proceeds of the Tax having
priority over or parity with the Outstanding Bonds and Series 2007A Bonds, except that bonds
may hereafter be issued on a parity with such Outstanding Bonds and Series 2007A Bonds under
the following conditions.
1. The Series 2007A Bonds or any part thereof, including interest and redemption premiums
thereon, may be refunded and the refunding bonds so issued shall enjoy complete equality 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 issues may
have been enjoyed by the Series 2007A Bonds refunded, provided, however, that if only a
portion of Series 2007A Bonds is so refunded and the refunding bonds require total principal and
interest payments during any Bond Year in excess of the principal and interest which would have
been required in such Bond Year to pay Series 2007A Bonds refunded thereby, then such Series
2007A Bonds may not be refunded without consent of the Owners of the unrefunded portion of
the Series 2007A Bonds issued hereunder (provided such consent shall not be required if such
refunding bonds meet the requirements set forth in clause 2 of this Section 901).
2. Additional bonds may also be issued on a parity with the Bonds Outstanding and the
Series 2007A Bonds herein authorized if all of the following conditions are met:

A-12
(a) The average annual net revenues derived by the Issuer from the Tax when
computed for the last two (2) completed Fiscal Years immediately preceding the
issuance of the additional bonds must have been not less than three (3) times the
highest combined principal and interest requirements for any succeeding Fiscal
Year period on all bonds then outstanding, including any pari passu additional
bonds theretofore issued and then outstanding and any other bonds or other
obligations whatsoever then outstanding which are payable from the Tax (but not
including bonds which have been refunded or provision otherwise made for their
full and complete payment and redemption) and the bonds so proposed to be
issued. Net revenues for the purpose of this subsection shall be understood to
refer to gross revenues of the Tax after there shall have been deducted therefrom
the reasonable and necessary expenses of collection and administration of the
Tax; and
(b) The payments to be made into the various funds provided for in Section 503
hereof must be current; and
(c) The existence of the facts required by paragraphs (a) and (b) above must be
determined and certified to by the Legislative Auditor or by an independent firm
of certified public accountants as may have been employed by the Issuer for that
purpose; and
(d) The additional bonds must be payable on August 1st of each year in which
principal falls due and payable as to interest on February 1st and August 1st of
each year; and
(e) The insurer of the Series 1993 Bonds, the insurer of the Series 1997 Bonds, the
insurer of the Series 1998A Bonds, the insurer of the Series 2001A Bonds and the
insurer of the Series 2005B Bonds must be notified of the issuance of such
additional bonds on or before the delivery date thereof.
Provided, however, that on and after the date on which the Series 1993 Bonds, the Series 1997
Bonds, the Series 1998A Bonds and the Series 2001A Bonds are no longer Outstanding,
Section 901 of the General Bond Resolution shall be deleted in its entirety and replaced with the
following Section 901:
After the date the Series 1993 Bonds, the Series 1997 Bonds, the
Series 1998A Bonds and the Series 2001 Bonds are no longer Outstanding, the
Issuer shall not issue any bonds or obligations of any kind or nature payable from
or enjoying a lien on the Tax revenues having priority over or on a parity with the
Series 2007A Bonds and any parity bonds issued thereafter, except that under the
following conditions the Bonds may be refunded without losing their rank of lien,
or parity bonds may be issued upon compliance with the following parity
provisions:
(A) The Bonds or any part thereof, including interest and
redemption premiums thereon, may be refunded and the refunding bonds
so issued shall enjoy complete equality of lien with the portion of the

A-13
Bonds which is not refunded, if there be any, and the refunding bonds
shall continue to enjoy whatever priority of lien over subsequent issues
may have been enjoyed by the Bonds refunded, provided, however, that if
only a portion of the Bonds outstanding is so refunded and if the refunding
bonds require Annual Principal and Interest Requirements during any
Bond Year in excess of the principal and interest which would have been
required in such Bond Year to pay the Bonds refunded thereby, then such
Bonds may not be refunded without the consent of the Owners of the
unrefunded portion of the Bonds issued hereunder (provided such consent
shall not be required if such refunding bonds meet the requirements set
forth in clause B of this Section 901).
(B) Additional Bonds may also be issued on a parity with the
Series 2007A Bonds and 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 (including earnings on the Reserve Fund) when
computed for the two (2) completed Fiscal Years immediately
preceding the issuance of the Additional Bonds must have been not
less than three (3) times the highest combined Annual Principal
and Interest Requirements for any succeeding Fiscal Year on all
Bonds then Outstanding, including any Additional Bonds
theretofore issued and then Outstanding and any other obligations
whatsoever then Outstanding issued on a parity with the Bonds
then Outstanding and which are payable from the Tax revenues
(but not including Bonds which have been refunded or provisions
otherwise made for their full and complete payment and
redemption), and the Additional Bonds so proposed to be issued.
For purposes of this Section 901(B)(1), if Variable Rate Bonds are
to be or have been issued, the interest rate thereon for purposes of
determining the highest combined Annual Principal and Interest
Requirement shall be the Certified Interest Rate.
(2) The payments required to be made into the various
funds provided in Section 503 hereof must have been made in full.
(3) The existence of the facts required by paragraphs
(1) and (2) above must be determined and certified to by the
Treasurer of the City and Parish, or the successor thereto.
(4) The Additional Bonds must be payable as to
principal on August 1st of each year in which the principal falls
due and payable as to interest on February 1st and August 1st of
each year.


A-14
(5) The Bond Insurer, if any, must be notified of the
issuance of such Additional Bonds on or before the date of
delivery.
SECTION 1001. Events of Default. If one or more of the following events (in this Bond
Resolution called Events of Default) shall happen,
(a) if default shall be made in the due and punctual payment of the
principal of any Series 2007A Bond when and as the same shall
become due and payable, whether at maturity or otherwise; or
(b) if default shall be made in the due and punctual payment of any
installment of interest on any Series 2007A Bond when and as
such interest installment shall become due and payable; or
(c) if default shall be made by the Issuer in the performance or
observance of any other of the covenants, agreements or conditions
on its part in this Bond Resolution, any supplemental resolution or
in the Series 2007A Bonds contained and such default shall
continue for a period of forty-five (45) days after written notice
thereof to the Issuer by the Owners of not less than 25% of the
Series 2007A Bonds; or
(d) if the Issuer shall file a petition or otherwise seek relief under any
Federal or State bankruptcy law or similar law;
then, upon the happening and continuance of any Event of Default the Owners of the
Series 2007A Bonds shall be entitled to exercise all rights and powers for which provision is
made under Louisiana law.

SECTION 1101. Paying Agent; Appointment and Acceptance of Duties. The Issuer will at
all times maintain a Paying Agent having the necessary qualifications for the performance of the
duties described in this Bond Resolution. The initial Paying Agent for the Series 2007A Bonds
shall be The Bank of New York Trust Company, N.A. The Paying Agent shall signify its
acceptance of the duties and obligations imposed on it by this Bond Resolution by executing and
delivering an acceptance of its rights, duties and obligations as Paying Agent set forth herein in
form and substance satisfactory to the Issuer.
SECTION 1102. Successor Paying Agent. Any successor Paying Agent shall (i) be a trust
company or bank in good standing, located in or incorporated under the laws of the State, duly
authorized to exercise trust powers and subject to examination by federal or state authority and
(ii) have a reported capital and surplus of not less than $50,000,000 and shall be subject to the
same provisions of this Bond Resolution as its predecessor in function.
SECTION 1201. Defeasance.
(a) If the Issuer shall pay or cause to be paid to the Owners of all Series 2007A Bonds then
Outstanding, the principal and interest and redemption premium, if any, to become due thereon,

A-15
at the times and in the manner stipulated therein and in the Bond Resolution, then the covenants,
agreements and other obligations of the Issuer to the Bondholders shall be discharged and
satisfied. In such event, the Paying Agent shall, upon the request of the Issuer, execute and
deliver to the Issuer all such instruments as may be desirable to evidence such discharge and
satisfaction and the Paying Agent shall pay over or deliver to the Issuer all moneys, securities
and funds held by it pursuant to the Bond Resolution which are not required for the payment or
redemption of Series 2007A Bonds not theretofore surrendered for such payment or redemption.
(b) Series 2007A Bonds or interest installments for the payment or redemption of which
Defeasance Obligations shall have been set aside and shall be held in trust by the Paying Agent
or an escrow agent (through deposit by the Issuer of funds for such payment or redemption or
otherwise) at a maturity or redemption date thereof shall be deemed to have been paid within the
meaning and with the effect expressed in paragraph (a) of this Section. Any Series 2007A Bond
shall, prior to maturity or the redemption date thereof, be deemed to have been paid within the
meaning and with the effect expressed in paragraph (a) of this Section if (i) in case such
Series 2007A Bond is to be redeemed on any date prior to its maturity, the Issuer shall have
given to the Paying Agent in form satisfactory to it irrevocable instructions to give notice of
redemption as provided in Article VI of this Bond Resolution, (ii) there shall have been
deposited with the Paying Agent or an escrow agent Defeasance Obligations, in the amounts and
having such terms as are necessary to provide moneys (whether as principal or interest) in an
amount sufficient to pay when due the principal or applicable redemption price thereof, together
with all accrued interest and (iii) the adequacy of the Defeasance Obligations so deposited to pay
when due the principal or applicable redemption price and all accrued interest shall have been
verified by an independent certified public accountant. Neither Defeasance Obligations
deposited with the Paying Agent pursuant to this Section nor principal or interest payments on
any such securities shall be withdrawn or used for any purpose other than, and shall be held in
trust for, the payment of the principal or redemption price, if applicable, and interest to become
due on the Series 2007A Bonds; provided that any cash received from such principal or interest
payments on such Defeasance Obligations shall, if permitted by the Code, and to the extent
practicable, be reinvested in Defeasance Obligations maturing at times and in amounts sufficient
to pay when due the principal or redemption price, if applicable, and interest to become due on
said Series 2007A Bonds on and prior to such redemption date or maturity date thereof, as the
case may be.




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APPENDIX B

FINANCIAL AND STATISTICAL DATA
RELATIVE TO
THE CITY OF BATON ROUGE AND
THE PARISH OF EAST BATON ROUGE



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FINANCIAL AND STATISTICAL DATA

RELATIVE TO

THE CITY OF BATON ROUGE

AND THE PARISH OF EAST BATON ROUGE,

STATE OF LOUISIANA

B-1


FINANCIAL AND STATISTICAL DATA

RELATIVE TO THE CITY OF BATON ROUGE
AND THE PARISH OF EAST BATON ROUGE,
STATE OF LOUISIANA

GENERAL INFORMATION

Population of the City of Baton Rouge and the Parish of East Baton Rouge*

The population trend of the City of Baton Rouge and the Parish of East Baton Rouge is as follows:


YEAR
CITY ESTIMATED
POPULATION
PARISH ESTIMATED
POPULATION
December 2005 (Post-Katrina) 438,000-463,000
2005 (Pre-Katrina) 222,800 413,500
July, 2004 229,568 416,492
July, 2003 229,667 416,881
July, 2002 229,132 414,883
July, 2001 227,818 414,040
2000 227,818 412,852
1990 219,531 380,105
1980 220,394 366,191
1970 165,921 285,167
1960 152,419 230,058
1950 158,236
________________________
* Hurricane Katrina struck the Southeast Louisiana coast on August 29, 2005 causing widespread damage and
destruction in Orleans, Plaquemines, St. Tammany, Jefferson and St. Bernard Parishes. There was a tremendous
influx of evacuees into the Parish of East Baton Rouge. Many evacuees have relocated to the Parish permanently.
At this time it is impossible to predict the number of new permanent residents in the Parish; however, the population
is expected to permanently increase as a result of Katrina.

Sources: Louisiana Tech University, February 2006, US Census, May 2001 and Greater Baton Rouge Chamber of
Commerce.

ECONOMIC INDICATORS
Personal Income

Revised Estimates of State Personal Income were published by the Bureau of Economic Analysis of US
Department of Commerce. The most recent multi-year trend in revised per capita income for the Nation, Louisiana
and East Baton Rouge Parish is as follows:

YEAR UNITED STATES LOUISIANA PARISH

2004 $32,937 $27,581 $28,474
2003 31,472 26,312 29,786
2002 30,804 25,565 29,010
2001 30,575 24,685 27,602
2000 29,845 23,078 26,633
1999 27,939 22,014 25,461

Source: US Department of Commerce, Bureau of Economic Analysis, May 2005.

B-2

Effective Buying Income

YEAR UNITED STATES LOUISIANA PARISH MSA

2004 $39,324 $32,993 $35,943 $36,447
2003 38,201 31,394 33,975 34,517
2002 38,035 31,272 35,093 36,257
2001 38,365 31,370 35,769 36,461
2000 39,129 30,623 37,771 38,472
1999 37,233 29,726 36,324 36,989

Source: Sales and Marketing Management, Survey of Buying Power, October 2005.

Employment

The Louisiana Department of Employment and Training has issued revised average statistics for various
employment areas within Louisiana. The annual average figures for the East Baton Rouge Parish Labor Market area
were reported as follows:


YEAR

LABOR FORCE

EMPLOYMENT

UNEMPLOYMENT

PARISH RATE

STATE RATE

Dec. 05 201,876(p) 190,089(p) 11,787(p) 5.80%(p) 6.40%(p)
Nov. 05 215,475 192,697 22,778 10.60 12.10
Oct. 05 219,448 196,023 23,425 10.70 12.00
Sept. 05 225,975 199,727 26,248 11.60 11.40
Aug. 05 214,369 201,968 12,401 5.80 5.80
Jul. 05 214,683 201,884 12,799 6.00 5.60
Jun. 05 215,988 202,029 13,959 6.50 5.40
May 05 212,211 201,872 10,339 4.90 5.40
Apr. 05 212,466 203,098 9,368 4.40 5.10
Mar. 05 210,829 201,064 9,765 4.60 5.30
Feb. 05 210,916 199,568 11,348 5.40 6.00
Jan. 05 211,335 199,060 12,275 5.80 5.70
2004 209,336 197,561 11,775 5.60 5.70
2003 203,947 191,914 12,033 5.90 6.60
2002 201,184 199,459 10,725 5.30 6.10
2001 203,196 193,181 10,015 4.90 6.20
2000 206,497 197,530 8,967 4.30 5.50

Source: Louisiana Department of Labor.
(p) Preliminary numbers

B-3


East Baton Rouge Parish
Non-Agricultural Wage and Salary Employment


YEAR

MINING

CONSTRUCTION

MANUFACTURING

TRANSPORTATION

WHOLESALE TRADE
2004 869 24,773 12,356 7,697 10,061
2003 837 25,818 12,954 7,658 10,467
2002 751 24,687 13,193 8,196 10,414
2001 779 25,947 14,257 7,631 10,976
2000 803 28,060 14,371 12,567 13,587
1999 778 27,009 14,294 12,544 13,466
1998 805 24,733 14,889 11,399 13,028
1997 713 22,178 14,759 10,843 12,516


YEAR

RETAIL TRADE

FINANCE

SERVICES
PUBLIC
ADMINISTRATION
2004 26,820 10,811 73,458 21,438
2003 26,491 10,607 70,497 21,529
2002 27,872 10,356 68,418 21,202
2001 28,760 10,261 77,429 20,720
2000 45,512 15,752 93,280 21,012
1999 43,499 15,740 90,218 20,798
1998 42,910 16,899 85,861 20,500
1997 41,386 16,108 83,581 19,975

Source: Louisiana Department of Labor, Office of Employment Security, Research and Statistics Unit.

Effective January 2001, the Louisiana Department of Labor converted its database from the Standard
Industrial Classification (SIC) system to the North American Industry Classification System (NAICS). For detailed
information on NAICS, refer to http://www.census.gov/epcd/www/naics.html.

CLASSIFICATION 2001 2002 2003 2004

Manufacturing 14,257 13,193 12,954 12,356
Management of Companies & Enterprises 5,525 5,220 3,654 3,841
Administrative and Waste Services 15,988 15,460 15,329 15,359
Educational Services 22,103 22,273 22,458 24,596
Health Care and Social Assistance 26,477 26,071 29,342 30,278
Arts, Entertainment and Recreation 4,053 3,811 3,903 3,694
Accommodation and Food Services 18,174 17,672 19,216 19,711
Other Services, Except Public Administration 8,255 8,416 8,522 8,670
Professional & Technical Services 12,909 13,013 13,494 13,792
Public Administration 20,720 21,202 21,529 21,438
Utilities 1,209 1,224 1,247 1,213
Finance and Insurance 10,261 10,356 10,607 10,811
Information 5,287 4,951 5,329 5,397
Transportation and Warehousing 7,631 8,196 7,658 7,697
Mining 779 751 837 869
Wholesale Trading 10,976 10,414 10,467 10,061
Retail Trade 28,760 27,872 26,491 26,820
Construction 25,947 24,687 25,818 24,773
Real Estate and Rental Leasing 3,860 3,960 3,877 4,024

Source: Louisiana Department of Labor.


B-4

Largest Employers

The names of several of the largest employers each with over 1000 employees located within the
boundaries of the Parish are as follows:


NAME OF EMPLOYER


CITY/PARISH OF EAST BATON ROUGE
STATE OF LOUISIANA
EBR PARISH SCHOOL BOARD
EXXON MOBIL CORPORATION
INNOVATIVE REHAB AGENCY
J E MERIT CONSTRUCTION INC
LA STATE UNIVERSITY AGRI CTR
LA STATE UNIVERSITY BR
OUR LADY OF THE LAKE MEDICAL CTR
THE SHAW GROUP INC.
WALMART ASSOCIATES INC.

Source: Louisiana Department of Labor.


Retail Sales

According to the Survey of Buying Power, estimated retail sales in East Baton Rouge Parish were as
follows:

(In Thousands)



YEAR
TOTAL
RETAIL
SALES


FOOD


EAT/DRINK


GEN MDSE


FURN/APPL


AUTO

2004 $6,645,882 $487,925 $584,152 $1,134,265 $349,394 $1,755,564
2003 6,257,168 519,512 522,327 1,087,240 308,819 1,715,936
2002 6,075,431 503,310 496,097 1,127,376 273,964 1,648,998
2001 6,136,755 566,473 486,411 1,155,408 258,666 1,731,604
2000 6,333,579 556,958 485,206 1,119,031 309,118 1,870,538
1999 6,044,440 562,069 465,947 1,013,511 308,346 1,875,539

Source: Sales and Marketing Management, Survey of Buying Power.

Banking Facilities

The Federal Deposit Insurance Corporation insures a number of commercial and savings banks in East
Baton Rouge Parish whose aggregate deposits ($ in thousands) were as follows:

TYPE BANKS OFFICES TOTAL DEPOSITS
Commercial 22 138 $7,092,963
Savings 1 2 15,000

Source: FDIC, June, 2005.

B-5


SALES TAXES
Sales Taxes Levied in the Parish

The following is a summary by area of sales and use taxes being levied within the Parish of East Baton
Rouge as of December 31, 2006.


ENTITY/AREA

PARISH
SCHOOL
BOARD

MUNICIPAL
LAW
ENFORCEMENT

EFID

LOUISIANA

TOTAL
East Baton Rouge *3.00% 1.00% 0.00% 0.00% 1.00% 4.00% 9.00%
Baton Rouge 0.00 1.00 2.00 0.00 1.00 4.00 9.00
Baker 1.00 2.00 2.00 0.50 0.00 4.00 9.50
Zachary
Central Transition Dist.
1.00
1.00
1.00
1.00
2.00
2.00
0.00
0.00
1.00
1.00
4.00
4.00
9.00
9.00

* In the unincorporated portion of the Parish
Source: Louisiana Department of Revenue and Taxation, Sales Tax Division.

Sales Tax Collections 2% Sales Tax

The City of East Baton Rouge has collected the following total amounts from its two percent (2%) sales
and use tax for the periods indicated.

Annual Collections

The City of Baton Rouge has collected the following amounts, before audit and other adjustments, from its
two percent (2%) sales and use tax for the periods indicated.
1990 $61,960,358
1991 60,621,822
1992 65,053,356
1993 66,975,803
1994 69,346,039
1995 72,162,232
1996 76,301,917
1997 76,857,677
1998 75,961,611
1999 77,863,835
2000 77,217,211
2001 76,090,739
2002 76,254,198
2003 75,963,337
2004 77,013,607
2005 87,942,899
2006 97,395,453*
*
Unaudited figures.
Source: City Parish of East Baton Rouge, Finance Department.
B-6


Monthly Collections

The City of Baton Rouge has collected the following amounts from the Citys two percent (2%) sales and
use 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.



PROPERTY TAXES

Assessed Valuation of the City of Baton Rouge

The recent trend in the assessed valuation of the City of Baton Rouge is as follows:




YEAR

CITY
TAXABLE
ASSESSED VALUATION


CITY
HOMESTEAD EXEMPTIONS

CITY
TOTAL
ASSESSED VALUATION
2005 $1,324,384,970 N/A $1,324,384,970
2004* 1,284,097,909 N/A 1,284,097,909
2003 1,204,843,076 N/A 1,204,843,076
2002 9,164,544,419 N/A 9,164,544,419
2001 1,128,641,029 N/A 1,128,641,029
2000 1,107,123,367 N/A 1,107,123,367

*Reappraisal year.
Source: East Baton Rouge Parish Assessors Office

B-7


Assessed Valuation of the Parish

The recent trend in the Parishwide assessed valuation of the Parish of East Baton Rouge is as follows:



YEAR

PARISHWIDE TAXABLE
ASSESSED VALUATION

PARISHWIDE
HOMESTEAD
EXEMPTIONS

PARISHWIDE TOTAL
ASSESSED VALUATION
2005 $2,399,807,330 $612,224,400 $3,012,031,780
2004* 2,282,085,060 602,950,600 2,885,035,660
2003 2,088,182,496 571,091,500 2,669,273,996
2002 1,957,311,550 576,293,850 2,533,605,400
2001 1,870,303,670 567,154,550 2,437,458,220
2000 1,766,625,810 557,463,500 2,324,089,310

*Reappraisal year.
Source: East Baton Rouge Parish Assessors Office.

A breakdown of the Parishwide assessed valuation of the Parish of East Baton Rouge by classification of
property is as follows:

YEAR REAL ESTATE PERSONAL PROPERTY PUBLIC SERVICE TOTAL
2005 $2,179,140,050 $612,224,400 $220,667,330 $3,012,031,780
2004* 1,835,137,900 830,167,600 219,730,160 2,885,035,660
2003 1,624,514,550 822,157,086 222,602,360 2,669,273,996
2002 1,559,096,800 755,130,400 219,378,200 2,533,605,400
2001 1,492,959,950 716,244,900 228,253,370 2,437,458,220
2000 1,434,138,200 671,217,000 218,734,110 2,324,089,310

*Reappraisal year.
Source: East Baton Rouge Parish Assessors Office.

Leading Taxpayers

The top ten largest property taxpayers of the City of Baton Rouge and the Parish of East Baton Rouge in
2005 and their valuation are as follows:



NAME OF TAXPAYER
City 2005
ASSESSED
VALUATION


NAME OF TAXPAYER
Parish 2005
ASSESSED
VALUATION
Banc One $29,685,800 Exxon Mobil $214,445,420
Bellsouth 28,999,450 Entergy Gulf States, Inc. 61,938,930
Hibernia National Bank 23,906,600 Bellsouth Communications 48,770,300
Entergy 22,686,010 Georgia-Pacific 47,095,160
Exxon 11,595,730 Banc One (Bank One) 32,622,500
Baton Rouge Water Works 10,284,970 Hibernia National Bank 29,182,450
Argosy & Jazz Enterprises 8,949,350 Wal-Mart Stores 19,047,800
Cox Communications 7,151,500 Union Planters Bank 18,232,200
Union Planters Bank 7,118,700 Baton Rouge Water Works 15,438,160
Hancock Bank 6,744,900 Formosa Plastics 13,887,400
____________________________________________
* Approximately 1.42% of the 2005 Total Assessed Valuation of the City of Baton Rouge.
Source: East Baton Rouge Parish Assessors Office.
* Approximately 1.66% of the 2005 Total Assessed Valuation of the Parish.
Source: East Baton Rouge Parish Assessors Office.
B-8



ISSUER FINANCIAL INFORMATION

Audit Report

Included in Appendix C to the Official Statement is a copy of the audited financial statements of the
City-Parish of East Baton Rouge for the period ending December 31, 2005.

Included in Appendix D hereto is a summary of the Annual Operating Budget of the City-Parish of East
Baton Rouge for the year beginning January 1, 2007.

Outstanding Short-Term Indebtedness

According to the Secretary-Treasurer of the Governing Authority of the Issuer, the Issuer has no short-term
indebtedness, other than normal accounts payable or as otherwise stated in this Official Statement.

Default Record

According to the Secretary-Treasurer of the Governing Authority of the Issuer, the Issuer has never
defaulted in the payment of its outstanding bonds or obligations.


B-9
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APPENDIX C

AUDITED FINANCIAL STATEMENTS OF THE CITY






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APPENDIX D

ANNUAL OPERATING BUDGET SUMMARY OF THE CITY

[THIS PAGE INTENTIONALLY LEFT BLANK]

E-1
APPENDIX E

BONDS TO BE REFUNDED


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

Maturity Date Principal Amount Interest Rate
CUSIP
Number Call Date Call Price
8/1/2007 160,000.00 4.800% 071270EG3 5/1/2007 100.750
8/1/2008 170,000.00 4.800% 071270EH1 5/1/2007 100.750
8/1/2009 180,000.00 4.800% 071270EJ7 5/1/2007 100.750
8/1/2010 190,000.00 4.900% 071270EK4 5/1/2007 100.750
8/1/2011 200,000.00 4.900% 071270EL2 5/1/2007 100.750
8/1/2012 210,000.00 4.900% 071270EM0 5/1/2007 100.750
8/1/2013 220,000.00 5.000% 071270EN8 5/1/2007 100.750
8/1/2014 230,000.00 5.000% 071270EP3 5/1/2007 100.750
8/1/2015 245,000.00 5.000% 071270EQ1 5/1/2007 100.750
8/1/2016 255,000.00 5.000% 071270ER9 5/1/2007 100.750
8/1/2017 270,000.00 5.000% 071270ES7 5/1/2007 100.750
8/1/2018 285,000.00 5.000% 071270ET5 5/1/2007 100.750


$2,275,000 Public Improvement Sales Tax Revenue Bonds, Series 1997

Maturity Date Principal Amount Interest Rate
CUSIP
Number Call Date Call Price
8/1/2010 230,000.00 4.750% 071270FG2 8/1/2007 101.500
8/1/2011 245,000.00 4.750% 071270FH0 8/1/2007 101.500
8/1/2012 260,000.00 4.750% 071270FJ6 8/1/2007 101.500
8/1/2013 275,000.00 4.750% 071270FK3 8/1/2007 101.500
8/1/2014 290,000.00 4.750% 071270FL1 8/1/2007 101.500
8/1/2015 305,000.00 4.750% 071270FM9 8/1/2007 101.500
8/1/2016 325,000.00 4.750% 071270FN7 8/1/2007 101.500
8/1/2017 345,000.00 4.750% 071270FP2 8/1/2007 101.500

$25,765,000 Public Improvement Sales Tax Revenue and Refunding Bonds, Series 1998A

Maturity Date Principal Amount Interest Rate
CUSIP
Number Call Date Call Price
8/1/2011 8,340,000.00 5.250% 071270GC0 8/1/2008 101.500
8/1/2012 8,770,000.00 5.250% 071270GD8 8/1/2008 101.500
8/1/2013 2,105,000.00 5.250% 071270GE6 8/1/2008 101.500
8/1/2014 2,215,000.00 5.250% 071270GF3 8/1/2008 101.500
8/1/2015 2,330,000.00 5.250% 071270GG1 8/1/2008 101.500
8/1/2016 2,005,000.00 5.250% 071270GH9 8/1/2008 101.500



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APPENDIX "F"

FORM OF OPINION OF BOND COUNSEL


[THIS PAGE INTENTIONALLY LEFT BLANK]


March 28, 2007
Honorable Metropolitan Council
Parish of East Baton Rouge and City of Baton Rouge
Baton Rouge, Louisiana


$30,395,000
CITY OF BATON ROUGE, STATE OF LOUISIANA
PUBLIC IMPROVEMENT SALES TAX
REVENUE REFUNDING BONDS,
SERIES 2007A


We have acted as bond counsel to the City of Baton Rouge, State of Louisiana (the
Issuer), in connection with the issuance by the Issuer of the captioned issue of bonds (the
Series 2007A Bonds). The Series 2007A Bonds are dated March 28, 2007, are in fully
registered form, are numbered from R-1 upwards, bear interest until paid at the rates per annum,
mature in the principal amounts and on the dates, and are subject to redemption all as set forth in
the Bond Resolution (hereinafter defined).
The Series 2007A Bonds have been issued by the Issuer pursuant to a resolution adopted
by its governing authority on January 10, 2007, as supplemented by a resolution adopted on
March 14, 2007 (collectively, the Bond Resolution), for the purpose of (i) providing sufficient
funds, together with other available moneys, to current refund $2,615,000 in principal amount of
the Public Improvement Sales Tax Revenue Bonds, Series 1993 of the Issuer, and to advance
refund $2,275,000 in principal amount of the Public Improvement Sales Tax Revenue Bonds,
Series 1997 of the Issuer, and $25,765,000 in principal amount of the Public Improvement Sales
Tax Revenue and Refunding Bonds, Series 1998A of the Issuer; and (ii) paying the cost of
issuance thereof; under the authority conferred by Act No. 561 of the 1970 Regular Session of
the Louisiana Legislature, as amended by Act No. 328 of the 1988 Regular Session of the
Louisiana Legislature (collectively, the Act), Chapter 14-A of Title 39 of the Louisiana
Revised Statutes of 1950, as amended, and other constitutional and statutory authority
supplemental thereto.
The Series 2007A Bonds are issued on a parity as to security and source of payment with
(i) $1,650,000 in principal amount of the Issuer's $19,325,000 Public Improvement Sales Tax
Revenue Bonds, Series 1997, dated October 1, 1997, issued under and pursuant to the General
Bond Resolution and Resolution 37642 adopted by the Metropolitan Council on March 12, 1997,
as amended and supplemented on October 22, 1997, (ii) $32,215,000 in principal amount of the
Issuer's $94,450,000 Public Improvement Sales Tax Revenue and Refunding Bonds,
Series 1998A, dated November 1, 1998, issued under and pursuant to the General Bond
F-1


Resolution and Resolution 38993 adopted by the Metropolitan Council on September 23, 1998,
as amended and supplemented on November 10, 1998, (iii) the Issuer's $23,625,000 Public
Improvement Sales Tax Revenue Bonds, Series 2001A, dated August 1, 2001, issued under and
pursuant to the General Bond Resolution and Resolution 40844 adopted by the Metropolitan
Council on February 28, 2001, as amended and supplemented on August 22, 2001, and (iv) the
Issuers $2,100,000 Public Improvement Sales Tax Revenue Bonds, Series 2005B (Taxable),
dated April 19, 2005, issued under and pursuant to the General Bond Resolution and
Resolution 43867 adopted by the Metropolitan Council on January 26, 2005, as amended and
supplemented on April 13, 2005.
The principal of the Series 2007A Bonds is payable upon maturity or redemption at the
principal corporate trust office of The Bank of New York Trust Company, N.A., or any
successor thereto (the Paying Agent), upon presentation and surrender of the Series 2007A
Bonds. Interest on the Series 2007A Bonds is payable by check mailed by the Paying Agent to
the registered owner (determined as provided in the Bond Resolution) at the address as shown on
the registration books of the Paying Agent.
The Series 2007A Bonds are not subject to optional redemption prior to their stated
maturities as provided in the Series 2007A Bonds and in the Bond Resolution.
The Issuer, in and by the Bond Resolution, has also entered into certain covenants and
agreements with the owners of the Series 2007A Bonds with respect to the security and payment
of the Series 2007A Bonds, including a provision for the issuance of pari passu obligations
hereafter under certain conditions and restrictions, for the terms of which reference is made to
the Bond Resolution.
We have examined the provisions of the Louisiana Constitution of 1974 (the
Constitution) and statutes of the State of Louisiana, including the Act, a certified transcript of
the proceedings of the Issuer relating to the issuance of the Series 2007A Bonds, and such other
documents, proofs and matters of law as we deemed necessary or appropriate to render this
opinion.
As to questions of fact material to our opinion, we have relied upon representations
contained in the Bond Resolution, the certified proceedings and other certifications of public
officials and others furnished to us, without undertaking to verify the same by independent
investigation.
On the basis of the foregoing examinations, we are of the opinion, as of the date hereof
and under existing law, as follows:
1. The proceedings, documents and proofs show lawful authority for the
issuance of the Series 2007A Bonds pursuant to the Constitution and
statutes of the State of Louisiana and the Bond Resolution.

2. The Series 2007A Bonds constitute legally binding special and limited
obligations of the Issuer and are payable as to both principal and interest
solely from and secured by an irrevocable pledge and dedication of the
avails or proceeds received by the Issuer (the Tax Revenues) from the
F-2


levy and collection of the two percent (2%) sales and use tax (the Tax)
now being levied and collected by the Issuer in accordance with Section
20 of Act No. 169 of the 1898 Regular Session of the Louisiana
Legislature, as amended by Act No. 334 of the 1946 Regular Session of
the Louisiana Legislature, subject only to the prior payment of the
reasonable and necessary expenses of collecting and administering the
Tax.

3. The Issuer, in and by the Bond Resolution, has lawfully covenanted and is
legally obligated not to discontinue or decrease or permit to be
discontinued or decreased the Tax in anticipation of the collection of
which the Series 2007A Bonds have been issued, nor in any way make any
change which would diminish the amount of the Tax Revenues pledged to
the payment of the Series 2007A Bonds until all the Series 2007A Bonds
payable therefrom shall have been paid as to both principal and interest.

4. Interest on the Series 2007A Bonds is excluded from gross income of the
owners thereof for federal income tax purposes. Under the Act, the Series
2007A Bonds and the interest thereon are exempt from all taxation in the
State of Louisiana.

5. The Series 2007A Bonds are not private activity bonds within the
meaning of the Internal Revenue Code of 1986, as amended (the Code).

6. Interest on the Series 2007A Bonds will not be an item of tax preference
for purposes of the federal alternative minimum tax imposed on
individuals and corporations; however, for the purpose of computing the
federal alternative minimum tax imposed on certain corporations, such
interest is taken into account in determining adjusted current earnings.

In rendering the opinions expressed in 4 and 5 above, we have relied on representations
of the Issuer with respect to matters and questions of fact material to our opinion without
undertaking to verify the same by independent investigation, and have assumed continuing
compliance with covenants in the Bond Resolution pertaining to those sections of the Code
which affect the exclusion from gross income of interest on the Series 2007A Bonds for federal
income tax purposes. In the event that such representations are determined to be inaccurate or
incomplete or the Issuer fails to comply with the foregoing covenants in the Bond Resolution,
interest on the Series 2007A Bonds could become includable in gross income from the date of
original delivery, regardless of the date on which the event causing such inclusion occurs.
Except as stated above, we express no opinion as to any federal tax consequences
resulting from the ownership of, receipt of interest on or disposition of the Series 2007A Bonds.

F-3


This opinion is specifically limited to the laws of the State of Louisiana and of the United
States of America.
It is to be understood that the rights of the owners of the Series 2007A Bonds and the
enforceability of the Series 2007A Bonds and the Bond Resolution may be subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors'
rights heretofore or hereafter enacted to the extent constitutionally applicable, and that their
enforceability may also be subject to the exercise of the sovereign police powers of the State of
Louisiana, or its governmental bodies, and the exercise of judicial discretion in appropriate cases.

Respectfully submitted,






F-4

APPENDIX "G"

FORM OF CONTINUING DISCLOSURE AGREEMENT
[THIS PAGE INTENTIONALLY LEFT BLANK]

CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the Disclosure Agreement) is executed and
delivered by the City of Baton Rouge, State of Louisiana (the Issuer) in connection with the
issuance of $30,395,000 Public Improvement Sales Tax Revenue and Refunding Bonds,
Series 2007A of the City of Baton Rouge, State of Louisiana (the Bonds), which Bonds are
payable solely from and secured by an irrevocable pledge and dedication of the net avails or
proceeds of the Issuer's two percent (2%) sales and use tax now being levied and collected within
the City of Baton Rouge pursuant to Section 20 of Act No. 169 of the 1898 Regular Session of
the Louisiana Legislature, as amended by Act No. 334 of the 1946 Regular Session of the
Louisiana Legislature. The Bonds are being issued pursuant to Resolution No. 45252 adopted by
the Metropolitan Council of the Parish of East Baton Rouge and City of Baton Rouge, acting as
the governing authority of the Issuer (the Governing Authority), on January 10, 2007, as
supplemented by a Resolution adopted by the Governing Authority on March 14, 2007
(collectively, the Bond Resolution), and pursuant to the General Sales Tax Bond Resolution
No. 29075 adopted by the Governing Authority on July 12, 1989. The Issuer covenants and
agrees as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered and constitutes the written undertaking by the Issuer for the benefit
of the owners, including beneficial owners, or holders of the Bonds (the Bondholders),
required by Section (b)(5) of Securities and Exchange Commission Rule 15c2-12 under the
Securities Exchange Act of 1934, as amended (17 CFR Part 240, 240.15c2-12), and is further
executed and delivered in order to assist the Participating Underwriters in complying with
Securities and Exchange Commission Rule 15c2-12(b)(5).
SECTION 2. Definitions. In addition to the definitions set forth in the Bond
Resolution, which apply to any capitalized term used in this Disclosure Agreement unless
otherwise defined in this Section, the following capitalized terms shall have the following
meanings:
Annual Report shall mean any Annual Report provided by the Issuer pursuant to, and
as described in, Sections 3 and 4 of this Disclosure Agreement.
Audited Financial Statements means the Issuer's annual financial statements, prepared
in accordance with GAAP for governmental units as prescribed by GASB, which financial
statements shall have been audited by such auditor as shall be then required or permitted by the
laws of the State.
Disclosure Representative shall mean the Director of Finance of the Issuer or his or
her designee, or such other officer or employee as the Issuer shall designate in writing to the
Paying Agent from time to time.
Listed Events shall mean any of the events listed in Section 5(a) of this Disclosure
Agreement.
National Repository shall mean any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule. The National Repositories appear in
Schedule N attached hereto.
G-1

Notice of Material Events shall mean the Notice required to be given in accordance
with Section 5 hereof.
Participating Underwriter shall mean any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
Paying Agent shall mean The Bank of New York Trust Company, N.A. or any
successor thereto.
Repository shall mean each National Repository and each State Depository.
Rule shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as the same may be amended from time
to time.
State Depository shall mean any public or private repository or entity designated by
the State of Louisiana as a state depository for the purpose of the Rule. The State Depository
appears in Schedule S attached hereto.
SECTION 3. Provision of Annual Reports.
(a) The Issuer shall not later than one hundred eighty (180) days after the end of the
Issuer's fiscal year (presently, no later than July 1 of each year) (the Report
Date), commencing July 1, 2008, provide to each then existing Repository and
the Paying Agent the Annual Report which is consistent with the requirements of
Section 4 of this Disclosure Agreement. The Annual Report may be submitted as
a single document or as separate documents comprising a package, and may
cross-reference other information as provided in Section 4 of this Disclosure
Agreement; provided that the Audited Financial Statements of the Issuer may be
submitted separately from the balance of the Annual Report.
(b) The Issuer may adjust the Report Date if the Issuer changes its fiscal year by
providing written notice of the change of fiscal year and the new Report Date to
the Paying Agent and to each then existing Repository; provided that the new
Report Date shall be 180 days after the end of the new fiscal year and provided
further that the period between the final Report Date relating to the former fiscal
year and the initial Report relating to the new fiscal year shall not exceed one year
in duration.
(c) If the Issuer is unable to provide to each then existing Repository the Annual
Report by the date required in subsection (a), the Issuer shall send a notice to each
then existing Repository in substantially the form attached hereto as Exhibit A.
(d) If the Issuer is unable to provide the Audited Financial Statements by the date
required in subsection (a), the Issuer shall provide to each then existing
Repository unaudited financial statements, and, as required by the Rule, Audited
Financial Statements, when and if available, must thereafter be provided to each
then existing Repository.
(e) The Issuer shall determine each year prior to the date for providing the Annual
Report the name and address of each then existing National Repository and each
then existing State Depository.
G-2

SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or
incorporate by reference the information described in Schedule I attached hereto, as well as the
following:
(i) the Audited Financial Statements,
(ii) the accounting principles pursuant to which the Audited Financial Statements
were prepared, and
(iii) that the above-described information has been provided directly by the Issuer.
The Issuer reserves the right to modify from time to time the specific types of
information provided or the format of the presentation of such information, to the extent
necessary or appropriate in the judgment of the Issuer; provided that the Issuer agrees that any
such modification will be done in a manner consistent with the Rule as provided in Section 7
hereof.
Any or all of the items listed above may be incorporated by reference or cross-reference
from other documents, including official statements of debt issues of the Issuer or related public
entities, which have been submitted to each of the then existing Repository or the Securities and
Exchange Commission. If the document incorporated by reference is a final official statement, it
must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly
identify each such other document so incorporated by reference.
SECTION 5. Reporting of Listed Events.
(a) This Section 5 shall govern the giving of notices of the occurrence of any of the
following events:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves
reflecting financial difficulties;
4. Unscheduled draws on credit enhancements
reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their
failure to perform;
6. Adverse tax opinions or events affecting the tax-
exempt status of the Bonds;
7. Modifications to rights of Bondholders;
8. Bond calls;
9. Defeasances;
G-3

10. Release, substitutions, or sale of property securing
repayment of the Bonds; or
11. Rating changes.
(b) The Issuer may from time to time choose to provide notice of the occurrence of
certain other events, in addition to those listed above, if, in the judgment of the Issuer, such other
event is material with respect to the Bonds, but the Issuer does not undertake to comment to
provide any such notice of the occurrence of any material event except those listed above.
(c) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the
Issuer shall as soon as possible determine if such event would constitute material information for
Bondholders, provided, that any event under subsection (a)(1), (8), (9) or (11) will always be
deemed to be material.
(d) If the Issuer determines that knowledge of the occurrence of a Listed Event would
be material, the Issuer shall promptly file a notice of such occurrence with each then existing
Repository or the Municipal Securities Rulemaking Board, the Paying Agent, and each then
existing State Depository. Each Notice of Material Event shall be so captioned and shall
prominently state the date, title and CUSIP numbers of the Bonds. Notwithstanding the
foregoing, a Notice of Material Event described in subsections (a)(8) and (9) need not be given
under this subsection any earlier than the notice (if any) of the underlying event is given to
Bondholders of affected Bonds pursuant to the Bond Resolution.
SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under
this Disclosure Agreement shall terminate upon the defeasance, prior redemption in whole or
payment in full of all of the Bonds. In addition, any provision hereof and any provision relating
to the Rule as set forth in the Bond Resolution shall be null and void in the event that the Issuer
delivers to the Paying Agent an opinion of nationally recognized bond counsel to the effect that
those portions of the Rule which require this Disclosure Agreement, or any such provision, are
invalid, have been repealed retroactively or otherwise do not apply to the Bonds; provided that
the Issuer shall have provided notice of such delivery and the cancellation of this Disclosure
Agreement and that portion of the Bond Resolution relating to the Rule to each then existing
Repository.
SECTION 7. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Issuer may amend this Disclosure Agreement, and any provision of
this Disclosure Agreement may be waived, if such amendment or waiver is supported by an
opinion of counsel expert in federal securities laws, to the effect that such amendment or waiver
would not, in and of itself, cause the undertakings herein to violate, or adversely affect
compliance with, the Rule if such amendment or waiver had been effective on the date hereof but
taking into account any subsequent change in or official interpretation of the Rule.
Provided, however, that the following conditions must be satisfied prior to such amendment:
(a) The amendment may only be made in connection with a change in circumstances
that arises from a change in legal requirements, change in law, or change in the
identity, nature, or status of the Issuer, or type of business conducted;
(b) The undertaking hereunder, as amended, would have complied with the
G-4

requirements of the Rule at the time of the primary offering, after taking into
account any amendments or interpretations of the Rule, as well as any change in
circumstances; and
(c) The amendment does not materially impair the interests of the holders of the
Bonds, as determined either by parties unaffiliated with the Issuer (such as the
financial advisor or bond counsel), or by approving vote of such holders in
accordance with the terms of the Bond Resolution at the time of the amendment.
Further, the Annual Report containing the amended operating data or financial
information shall explain, in narrative form, the reasons for the amendment and the impact of the
change in the type of operating data or financial information being provided.
Further provided, if an amendment is made to an undertaking hereunder specifying the
accounting principles to be followed in preparing the Audited Financial Statements, the Annual
Report for the year in which the change is made should present a comparison between the
Audited Financial Statements or information prepared on the basis of the new accounting
principles and those prepared on the basis of the former accounting principles.
The comparison should include a qualitative discussion of the differences in the
accounting principles and the impact of the change in the accounting principles on the
presentation of the Audited Financial Statements, in order to provide information to investors to
enable them to reevaluate the ability of the Issuer to meet its obligations. To the extent
reasonably feasible, the comparison also should be quantitative. A notice of the change in the
accounting principles should be sent to the Repositories or the Municipal Securities Rulemaking
Board.
Amendments to Schedules N and S may be made by the Disclosure Representative at any
time to correct or update the list of repositories.
SECTION 8. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Issuer from disseminating any other information, using the means of
dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or Notice of Material Event, in addition to
that which is required by this Disclosure Agreement. If the Issuer chooses to include any
information in any Annual Report or Notice of Material Event in addition to that which is
specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this
Disclosure Agreement to update such information or include it in any future Annual Report or
Notice of Material Event.
SECTION 9. Default. In the event of a failure of the Issuer to comply with any
provision of this Disclosure Agreement any Participating Underwriter or any Bondholder may
take such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the Issuer to comply with its obligations under this
Disclosure Agreement. Provided, with respect to matters relating to the adequacy of the
information required by the Rule, only bondholders aggregating not less than twenty-five percent
(25%) of the aggregate principal amount of the Bonds outstanding may exercise remedies with
respect thereto. A default under this Disclosure Agreement shall not be deemed an Event of
Default under the Bond Resolution, and the sole remedy under this Disclosure Agreement in the
event of any failure of the Issuer to comply with this Disclosure Agreement shall be an action to
G-5

compel performance. The Paying Agent shall not have any power or duty to enforce this
Disclosure Agreement.
SECTION 10. Use of Central Post Office. Any filing under this Disclosure Agreement
may be made solely by transmitting such filing to the Texas Municipal Advisory Council (the
MAC) as provided at http://www.disclosureusa.org unless the United States Securities and
Exchange Commission has withdrawn the interpretive advice in its letter to the MAC dated
September 7, 2004.
SECTION 11. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit
of the Issuer, the Participating Underwriters and the owners, including beneficial owners, or
holders of the Bonds, and shall create no rights in any other person or entity.

ATTEST: CITY OF BATON ROUGE, STATE OF
LOUISIANA
By: By:
Council Administrator-Treasurer, Mayor-President
Metropolitan Council
Date: March 28, 2007
G-6

EXHIBIT A
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: City of Baton Rouge, State of Louisiana
Name of Bond Issue: $30,395,000 Public Improvement Sales Tax Revenue Refunding Bonds,
Series 2007A of the City of Baton Rouge, State of Louisiana
Date of Issuance: March 28, 2007
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with
respect to the above-named Bonds as required by Section 13 of the Supplemental Bond
Resolution dated March 14, 2007 adopted by the Metropolitan Council of the Parish of East
Baton Rouge and City of Baton Rouge, State of Louisiana, the governing authority of the Issuer.
The Issuer anticipates that the Annual Report will be filed by __________.
Dated:_______________
CITY OF BATON ROUGE, STATE OF
LOUISIANA
By:
G-7

SCHEDULE I
(A) Names of the entities, enterprises, funds, accounts and other persons with respect to
whom information will be provided:
Entity:
City of Baton Rouge, State of Louisiana
Fund:
General Fund
(B) Types of information to be provided: (e.g., specific types of financial statements and
general descriptions of operating, statistical, demographic, utilization and trend data)
General Purpose Financial Statements (Audited)
Provided separately or incorporated by reference to the Comprehensive Annual Financial
Report:
1. Financial Statement --
General Fund (Audited)
2. Sales Tax (City 2%) Collection Data
(C) The accounting principles pursuant to which financial statements will be prepared:
Generally accepted accounting principles as in effect from time to time (GAAP) for
governmental units as prescribed by the Governmental Accounting Standards Board (GASB).
G-8

SCHEDULE N
NATIONAL REPOSITORIES
1. Bloomberg Municipal Repository
100 Business Park Drive
Skillman, NJ 08558
Phone: (609) 279-3225
Fax: (609) 279-5962
http://www.bloomberg.com/markets/rates/municontacts.html
E-mail: Munis@Bloomberg.com
2. FT Interactive Data
Attn: NRMSIR
100 William Street, 15th Floor
New York, NY 10038
Phone: (212) 771-6999; 800-689-8466
Fax: (212) 771-7390
http://www.ftid.com
E-mail: NRMSIR@interactivedata.com
3. Standard & Poor's Securities Evaluations, Inc.
55 Water Street, 45
th
Floor
New York, NY 10041
Phone: (212) 438-4595
Fax: (212) 438-3975
http://www.disclosuredirectory.standardandpoors.com/
E-mail: nrmsir_repository@sandp.com
4. DPC Data Inc.
One Executive Drive
Fort Lee, NJ 07024
Phone: (201) 346-0701
Fax: (201) 947-0107
http://www.dpcdata.com
E-mail: nrmsir@dpcdata.com
G-9

SCHEDULE S
STATE DEPOSITORIES
None








G-10

APPENDIX "H"

SPECIMEN FORM OF FINANCIAL GUARANTY INSURANCE POLICY




FINANCIAL GUARANTY INSURANCE POLICY
MBIA Insurance Corporation
Armonk, New York 10504




Policy No. [NUMBER]
MBIA Insurance Corporation (the "Insurer"), in consideration of the payment of the premium and subject to the terms of this policy,
hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described obligations, the
full and complete payment required to be made by or on behalf of the Issuer to [PAYING AGENT/TRUSTEE] or its successor (the
"Paying Agent") of an amount equal to (i) the principal of (either at the stated maturity or by any advancement of maturity pursuant
to a mandatory sinking fund payment) and interest on, the Obligations (as that term is defined below) as such payments shall become
due but shall not be so paid (except that in the event of any acceleration of the due date of such principal by reason of mandatory or
optional redemption or acceleration resulting from default or otherwise, other than any advancement of maturity pursuant to a
mandatory sinking fund payment, the payments guaranteed hereby shall be made in such amounts and at such times as such
payments of principal would have been due had there not been any such acceleration, unless the Insurer elects, in its sole discretion,
to pay in whole or in part any principal due by reason of such acceleration); and (ii) the reimbursement of any such payment which
is subsequently recovered from any owner pursuant to a final judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such owner within the meaning of any applicable bankruptcy law. The amounts referred to in
clauses (i) and (ii) of the preceding sentence shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall
mean:
[PAR]
[LEGAL NAME OF ISSUE]
Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified mail, or
upon receipt of written notice by registered or certified mail, by the Insurer from the Paying Agent or any owner of an Obligation the
payment of an Insured Amount for which is then due, that such required payment has not been made, the Insurer on the due date of
such payment or within one business day after receipt of notice of such nonpayment, whichever is later, will make a deposit of funds,
in an account with U.S. Bank Trust National Association, in New York, New York, or its successor, sufficient for the payment of
any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or presentment of such other
proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment of the
Insured Amounts due on the Obligations as are paid by the Insurer, and appropriate instruments to effect the appointment of the
Insurer as agent for such owners of the Obligations in any legal proceeding related to payment of Insured Amounts on the
Obligations, such instruments being in a form satisfactory to U.S. Bank Trust National Association, U.S. Bank Trust National
Association shall disburse to such owners, or the Paying Agent payment of the Insured Amounts due on such Obligations, less any
amount held by the Paying Agent for the payment of such Insured Amounts and legally available therefor. This policy does not
insure against loss of any prepayment premium which may at any time be payable with respect to any Obligation.
As used herein, the term "owner" shall mean the registered owner of any Obligation as indicated in the books maintained by the
Paying Agent, the Issuer, or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party
whose agreement with the Issuer constitutes the underlying security for the Obligations.
H-1

Any service of process on the Insurer may be made to the Insurer at its offices located at 113 King Street, Armonk, New York 10504
and such service of process shall be valid and binding.
This policy is non-cancellable for any reason. The premium on this policy is not refundable for any reason including the payment
prior to maturity of the Obligations.
IN WITNESS WHEREOF, the Insurer has caused this policy to be executed in facsimile on its behalf by its duly authorized officers,
this [DAY] day of [MONTH, YEAR].
COUNTERSIGNED:


MBIA Insurance Corporation
________________________________




Resident Licensed Agent


President
________________________________

Attest:

City, State


Assistant Secretary
STD-RCS-7
01/05

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Printed on Recycled Paper
IMAGEMASTER 800.452.5152