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1 OFFICIAL STATEMENT DATED JUNE 22, 2006 NEW ISSUE BOOK ENTRY ONLY RATING: Standard & Poor s AAA ( AA Underlying) Financial Security Assurance Inc. In the opinion of Ice Miller LLP, Indianapolis, Indiana under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is not excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended, for federal income tax purposes. In the opinion of Ice Miller LLP, Indianapolis, Indiana, under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is exempt from income taxation in the State of Indiana. See "TAX MATTERS" herein. $3,235,000 BARTHOLOMEW CONSOLIDATED SCHOOL CORPORATION (Bartholomew County, Indiana) TAXABLE GENERAL OBLIGATION PENSION BONDS OF 2006 Dated: Date of Delivery Due: January 5 and July 5, as shown below The TAXABLE GENERAL OBLIGATION PENSION BONDS OF 2006 (the Bonds ) will be dated the date of delivery and issued as fully registered bonds in the denomination of $5,000 or any integral multiple thereof with interest payable on January 5, 2007 and semi-annually thereafter on January 5 and July 5 of each year by check mailed one business day prior to the interest payment date to the registered owners or by wire transfer of immediately available funds on the interest payment date to depositories for the benefit of the owners, to the person in whose name the Bond is registered on the fifteenth day preceding such interest payment date. Principal on the Bonds will be payable at the principal office of The Bank of New York Trust Company, N.A., Indianapolis, Indiana, as Registrar and Paying Agent. The Bonds will be issued only as fully registered bonds and, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ( DTC ). Purchasers of beneficial interest in the Bonds (the Beneficial Owners ) will not receive physical delivery of certificates representing their interest. Purchases of beneficial interest will be made in book-entry-only form. Interest on, together with principal of, the Bonds will be paid directly to DTC by the Paying Agent so long as DTC or its nominee is the registered owner of the Bonds. (See Book Entry.) The Bonds maturing on and after July 5, 2017 are subject to optional redemption prior to maturity as described herein. The Bonds are also subject to mandatory sinking fund redemption prior to maturity as described herein. See The 2006 Bonds The Bonds are being issued pursuant to a Bond Resolution adopted by the Board of Trustees of the Bartholomew Consolidated School Corporation (the School Corporation ) on February 27, 2006 (the Bond Resolution ). The Bonds constitute valid and legally binding obligations of the School Corporation and are payable from special ad valorem taxes to be levied and collected on all taxable property within the School Corporation. The total indebtedness of the School Corporation, subject to the constitutional debt limit, including the proposed Bonds, amounts to less than two percent of the net assessed valuation of the School Corporation, as required by the constitution of the State of Indiana. The scheduled payment of principal of and interest on the Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the delivery of the Bonds by FINANCIAL SECURITY ASSURANCE INC. The Bonds will mature on the dates and in the amounts as shown on the inside front cover. The Bonds are being offered for delivery when, as and if issued by the School Corporation and received by the Underwriter and subject to the unqualified approval of legality of the Bonds by Ice Miller LLP, Indianapolis, Indiana. It is expected that the Bonds will be available for delivery to DTC in New York, New York on or about June 22, BB & T CAPITAL MARKETS This cover page contains certain 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. 1

2 $3,235,000 BARTHOLOMEW CONSOLIDATED SCHOOL CORPORATION TAXABLE GENERAL OBLIGATION PENSION BONDS, Series 2006 The Bonds will mature on the dates and in the amounts as follows: (Base CUSIP ) Date Principal Interest Rate Price CUSIP Date Principal Interest Rate Price CUSIP 7/5/2007 $65, % % CQ9 1/5/2008 $70, % % CR7 $ 550, % Term Bond Due July 5, 2011 Price: % CUSIP CS5 $ 1,020, % Term Bond Due July 5, 2016 Price: % CUSIP CT3 $ 1,530, % Term Bond Due January 5, 2022 Price: % CUSIP CU0 No dealer, broker, salesman or other person has been authorized by the Bartholomew Consolidated School Corporation 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 School Corporation. 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 securities described herein by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale of the securities described herein shall under any circumstances, create any implication that there has been no change in the affairs of the School Corporation since the date of this Official Statement. In connection with this offering the Underwriter may over-allot or effect transactions which stabilize or maintain the market prices of the Bonds offered hereby at levels above those which might otherwise prevail in the open market, and such stabilizing, if commenced, may be discontinued at any time. THE BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Other than with respect to information concerning Financial Security Assurance Inc. contained under the caption Bond Insurance and Exhibit E specimen Municipal Bond Insurance Policy herein, none of the information in the Official Statement has been supplied or verified by Financial Security Assurance makes no representation or warranty, express or implied, as to (i) the accuracy or completeness of such information; (ii) the validity of the Bonds; or (iii) the tax exempt status of the interest on the 2006 Bonds. 2

3 Table of Contents Introduction and Purpose of Issue...4 Estimated Sources and Uses of Funds...4 Schedule of Semi-Annual Debt Service Requirements...5 The 2006 Bonds...6 Book Entry...8 Procedures for Property Assessment, Tax Levy and Collection...10 Legislation Affecting Obligations of Indiana School Corporations...12 Legal Matters...12 Litigation...12 Tax Matters...12 Legal Opinion and Enforceability of Remedies...13 Continuing Disclosure...13 Underwriting...14 Ratings...14 Municipal Bond Insurance...15 Statement of the Issuer...16 Appendix A: Bartholomew Consolidated School Corporation...17 Appendix B: General Information about the Community...27 Appendix C: Form of Opinion of Bond Counsel...30 Appendix D: Bond Resolution...31 Appendix E: Municipal Bond Insurance Policy Specimen

4 Bartholomew Consolidated School Corporation Board of School Trustees Mindy Lewis, President Jay Howard, Vice President Gretchen Fisher, Secretary John Anderson, Member Ginger Stawicki, Member Pia O Connor, Member Billie Whitted, Member Administration Dr. John B. Quick, Superintendent Dr. Vaughn Sylva, Assistant Superintendent Finance School Attorney Charles R. Wells, Jr., Esquire Wells & Wells 521 Washington Street Columbus, IN (812) Financial Advisor Thomas G. Grabill Nate Day Educational Services Company 3535 East 96 th St., Suite 126 Indianapolis, Indiana (317) Bond Counsel Thomas W. Peterson Ice Miller LLP One American Square Box Indianapolis, Indiana (317) Registrar Kim Wilson The Bank of New York Trust Company, N.A. 300 North Meridian Street Suite 910 Indianapolis, IN (317) Underwriter BB&T Capital Markets 2 South Ninth Street Richmond, VA (804) INTRODUCTION AND PURPOSE OF ISSUE 4

5 This Official Statement, including the cover page and appendices, is provided to set forth certain information concerning the General Obligation Pension Bonds of 2006 (the Bonds ), in the aggregate principal amount of $3,235,000. The Bonds will be issued under the provisions of the Indiana Code, Title 20, Article 5, Chapter 4 and in accordance with the terms of a Bond Resolution adopted by the Board of Trustees of the School Corporation on February 27, 2006 (the Bond Resolution ). The Bonds are being issued for the purpose of (1) paying the cost of certain existing unfunded contractual liabilities for retirement or severance payments (as of June 30, 2001), which constitute payments anticipated to be required to be made to employees of the School Corporation upon or after the termination of their employment with the School Corporation under an existing or previous employment agreement, and (2) paying the costs of issuance. The Bonds are payable solely from special ad valorem property taxes which are to be levied on all taxable property in the School Corporation. The summaries of and references to all documents, statutes and other instruments referred to in this Official Statement do not purport to be complete and are qualified in their entirety by reference to the full text of each such document, statute or instrument. Terms not defined in this Official Statement shall have the meaning set forth in the respective documents. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. ESTIMATED SOURCES AND USES OF FUNDS The estimated sources and uses of funds, related to the project and to pay costs incidental to the sale and delivery of the Bonds are estimated as shown below: Sources of Funds: Principal Amount of Bonds $3,235, Total $3,235, Uses of Funds: Deposit to Retirement/Severance Bond Fund $3,067, Capitalized Interest $ 100, Underwriter s Discount $ 18, Costs of Issuance & Miscellaneous $ 48, Total $3,235, SCHEDULE OF SEMI-ANNUAL DEBT SERVICE REQUIREMENTS 5

6 Date Principal Interest(1) Total Debt Service Debt Service Payment Date 1/5/2007 $0 $ 100, $100, /31/2006 7/5/2007 $65,000 $ 93, $158, /30/2007 1/5/2008 $70,000 $ 92, $162, /31/2007 7/5/2008 $70,000 $ 90, $160, /30/2008 1/5/2009 $75,000 $ 88, $163, /31/2008 7/5/2009 $75,000 $ 86, $161, /30/2009 1/5/2010 $80,000 $ 84, $164, /31/2009 7/5/2010 $80,000 $ 81, $161, /30/2010 1/5/2011 $85,000 $ 79, $164, /31/2010 7/5/2011 $85,000 $ 77, $162, /30/2011 1/5/2012 $90,000 $ 74, $164, /31/2011 7/5/2012 $90,000 $ 72, $162, /30/2012 1/5/2013 $95,000 $ 69, $164, /31/2012 7/5/2013 $95,000 $ 66, $161, /30/2013 1/5/2014 $105,000 $ 64, $169, /31/2013 7/5/2014 $105,000 $ 61, $166, /30/2014 1/5/2015 $105,000 $ 58, $163, /31/2014 7/5/2015 $110,000 $ 55, $165, /30/2015 1/5/2016 $110,000 $ 51, $161, /31/2015 7/5/2016 $115,000 $ 48, $163, /30/2016 1/5/2017 $120,000 $ 45, $165, /31/2016 7/5/2017 $120,000 $ 41, $161, /30/2017 1/5/2018 $130,000 $ 38, $168, /31/2017 7/5/2018 $130,000 $ 34, $164, /30/2018 1/5/2019 $135,000 $ 30, $165, /31/2018 7/5/2019 $135,000 $ 26, $161, /30/2019 1/5/2020 $145,000 $ 22, $167, /31/2019 7/5/2020 $150,000 $ 18, $168, /30/2020 1/5/2021 $150,000 $ 13, $163, /31/2020 7/5/2021 $155,000 $ 9, $164, /30/2021 1/5/2022 $160,000 $ 4, $164, /31/2021 (1) Interest capitalized through January 5, 2007 THE 2006 BONDS 6

7 General The Bonds will be issued in fully registered form in denominations of $5,000 or any integral multiple of that amount, will be dated the date of delivery, and mature on January 5 and July 5, on the dates and in the amounts and bear interest at the rates set forth on the cover page of this Official Statement. Interest on the Bonds, payable on January 5 and July 5, commencing January 5, 2007, will be paid by check mailed one business day prior to the interest payment date to the person in whose name each Bond is registered on the fifteenth day preceding an interest payment date or by wire transfer of immediately available funds on the interest payment date to depositories for the benefit of the bondholders. Interest will be paid on the basis of a 360-day year consisting of twelve 30-day months. Principal of the Bonds will be payable at the principal corporate trust office of The Bank of New York Trust Company, N.A., Indianapolis, Indiana, as Registrar and Paying Agent or by wire transfer to depositories for the benefit of bondholders who present Bonds for payment at least two days before the payment date. If the office location at which principal is payable changes, the Bond Registrar and Paying Agent shall give notice of such change by first class mail, at least fifteen days prior to the principal payment date, to the registered bondholders. So long as The Depository Trust Company or its nominee is the registered owner of the Bonds, principal of and interest on the Bonds will be paid directly to DTC by the Paying Agent. The final disbursement of such payments to the beneficial owners of the Bonds will be the responsibility of the DTC Participants and Indirect Participants, all as defined and described herein. Optional Redemption The Bonds due on or after July 5, 2017, may be redeemed prior to maturity, at the option of the School Corporation, in whole or in part, in such order of maturity as determined by the School Corporation, and by lot within maturities, on any date not earlier than January 5, 2017, at face value, plus in each case, accrued interest to the date fixed for the redemption. Mandatory Redemption Prior to Maturity The Bonds maturing on July 5, 2011, July 5, 2016, and January 5, 2022 (the Term Bonds ) are subject to mandatory sinking fund redemption at a redemption price equal to the principal amount thereof, plus accrued interest on January 15 and July 15 in accordance with the following schedules: Term Bonds Due July 5, 2011 Date Amount Date Amount 7/5/2008 $70,000 1/5/2009 $75,000 7/5/2009 $75,000 1/5/2010 $80,000 7/5/2010 $80,000 1/5/2011 $85,000 7/5/2011 $85,000 (1 ) Term Bonds Due July 5, 2015 Date Amount Date Amount 1/5/2012 $90,000 7/5/2012 $90,000 1/5/2013 $95,000 7/5/2013 $95,000 1/5/2014 $105,000 7/5/2014 $105,000 1/5/2015 $105,000 7/5/2015 $110,000 1/5/2016 $110,000 7/5/2016 $115,000 (1 7

8 ) Term Bonds Due January 5, 2021 Date Amount Date Amount 1/5/2017 $120,000 7/5/2017 $120,000 1/5/2018 $130,000 7/5/2018 $130,000 1/5/2019 $135,000 7/5/2019 $135,000 1/5/2020 $145,000 7/5/2020 $150,000 1/5/2021 $150,000 7/5/2021 $155,000 1/5/2022 $160,000 (1 ) (1) Final maturity Notice and Effect of Redemption Notice of redemption shall be given by the Trustee by mailing a copy of the redemption notice, by first class mail, at least thirty days prior to the redemption date to the owners of the Bonds to be redeemed as the names appear as of the date of mailing the notice. No failure or defect in that notice with respect to any Bonds shall affect the validity of the proceedings for the redemption of any other Bonds for which notice has been properly given. If notice of redemption has been given and provisions for payment of the redemption price, and accrued interest has been made, the Bonds to be redeemed shall be due and payable on the redemption date at the redemption price, and from and after the redemption date interest on the Bonds will cease to accrue, and the owners of the Bonds shall have no rights in respect thereof, except to receive payment of the redemption price including unpaid interest accrued to the redemption date. Registration, Transfer and Exchange In the event that book entry is discontinued, the Bonds will be registered at and are transferable by the registered owners at the principal office of The Bank of New York Trust Company, N.A., Indianapolis, Indiana, as Registrar and Paying Agent upon surrender and cancellation and on presentation of a duly executed written instrument of transfer. A new Bond or bonds of the same aggregate principal amount and maturity and in authorized denominations will be issued to the transferee or transferees in exchange therefore. If the Bond is mutilated, lost, stolen or destroyed, the Registrar may execute, subject to the provisions of the Resolution, a replacement Bond or bonds of the same date, maturity and denomination. In the case of a mutilated Bond, the Registrar may require that the mutilated Bond be presented and surrendered as a condition to executing a replacement. In the case of loss, theft or destruction, the Registrar may require evidence of the destruction or indemnity satisfactory to the Registrar in its discretion. The Registrar may charge the owner for reasonable fees and expenses in connection with replacements. BOOK-ENTRY ONLY SYSTEM The Depository Trust Company ( DTC ), New York, New York, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered bonds 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 fullyregistered Bond certificate will be issued for the Bonds, in the aggregate principal amount of such issue, and will be deposited with DTC. DTC, the world s largest depository, 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 8

9 1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments from over 85 countries that DTC s participants ( Direct Participants ) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other bonds transactions in deposited bonds, through electronic computerized book-entry transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of bonds 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. bonds 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 ). DTC has Standard & Poor s highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC s records. The ownership interest of each actual purchaser of each Certificate ( 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 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 Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all 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 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 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such 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 Bonds may wish to take certain steps to augment transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Certificate documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the 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 less than all of the 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 Bonds unless authorized by a Direct Participant in accordance with DTC s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the School Corporation 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 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). 9

10 Redemption proceeds, distributions, and dividend payments on the 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 detailed information from the School Corporation or 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 bonds 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, the Registrar, or the School Corporation, 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 School Corporation or the Registrar, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the School Corporation or the Registrar. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The School Corporation may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the School Corporation believes to be reliable, but the School Corporation takes no responsibility for the accuracy thereof. PROCEDURES FOR PROPERTY ASSESSMENT, TAX LEVY AND COLLECTION The Bond Payments are payable from special ad valorem property taxes required by law to be levied by or on behalf of the School Corporation. Real and personal property in the State is assessed each year as of March 1. On or before August 1 st each year, the County Auditor must submit to each underlying taxing unit a statement of (i) the estimated assessed value of the taxing unit as of March 1 st of that year, and (ii) an estimate of the taxes to be distributed to the taxing unit during the last six months of the current budget year. The estimated value is based on property tax lists delivered to the Auditor by the Township Assessors in Marion County and the County Assessor in all other counties on or before July 1. The estimated value is used when the governing body of a local taxing unit meets to establish its budget for the next fiscal year (January 1 through December 31), and to set tax rates and levies. By statute, the budget, tax rate and levy must be established no later than the last meeting of the fiscal body in September for Marion County; no later than September 30 for all second class cities; and no later than September 20 th for most other units. The budget, tax levy and tax rate are subject to review and revision by the Department of Local Government Finance (DLGF) which, under certain circumstances, may revise, reduce or increase the budget, tax rate, or levy of a taxing unit. The DLGF may increase the tax rate and levy if the tax rate and levy proposed by the School Corporation is not sufficient to make its Bond Payments. The DLGF must complete its actions on or before February 15. On or before March 1, the County Auditor prepares and delivers the tax duplicate, which is a roll of property taxes payable in that year, to the County Treasurer. Upon receipt of the tax duplicate, the County Treasurer publishes notice of the tax rate in accordance with Indiana statutes. The County Treasurer mails tax statements at least 15 days prior to the date that the first installment is due (due dates may be delayed due to a general reassessment or other factors). Property taxes are due and payable to the County Treasurer in two installments on May 10 and November 10, unless a later due date is established by order of the DLGF. If an installment of taxes is not completely paid on or before the due date, a penalty of 10% of the amount delinquent is added to the amount due. On May 10 and November 10 of each year thereafter, an additional penalty equal to 10% of any taxes remaining unpaid is added. The penalties are imposed only on the principal amount of the delinquency. Property becomes subject to tax sale procedures after 15 months of delinquency. The County Auditor distributes property taxes collections to the various taxing units on or about June 30 after the May 10 payment date and December 31 after the November 10 payment date. Pursuant to State law, real property is valued for assessment purposes at its "true tax value" as defined in the Real Property Assessment Rule, 50 IAC 2.3, the 2002 Real Property Assessment Manual ("Manual"), as incorporated into 50 IAC 2.3, and the 2002 Real Property Assessment Guidelines, Version A ("Guidelines"), as 10

11 adopted by the DLGF. The Manual defines "true tax value" as "the market value in use of property for its current use, as reflected by the utility received by the owner or a similar user from that property". The Manual permits assessing officials in each county to choose any acceptable mass appraisal method to determine true tax value, taking into consideration the ease of administration and the uniformity of the assessments produced by that method. The Guidelines were adopted to provide assessing officials with an acceptable appraisal method, although the Manual makes it clear that assessing officials are free to select from any number of appraisal methods, provided that they produce accurate and uniform values throughout the jurisdiction and across all classes of property. The Manual specifies the standards for accuracy and validation that the DLGF uses to determine the acceptability of any alternative appraisal method. "Net Assessed Value" or "Taxable Value" represents the "Gross Assessed Value" less certain deductions for mortgages, veterans, the aged, the blind, economic revitalization areas, resource recovery systems, rehabilitated residential property, solar energy systems, wind power devices, coal conservation systems, hydroelectric systems, geothermal devices, inventory in enterprise zone and tax-exempt property. The "Net Assessed Value" or "Taxable Value" is the assessed value used to determine tax rates. If an assessing official changes the assessed value of property, a notice of that change is sent by either the township assessor or the County Property Tax Assessment Board of Appeals to the affected property owner. The property owner may appeal the assessment by filing a Petition for Review of Assessment within 45 days of the date the notice was mailed. While the appeal is pending, the taxpayer may pay taxes based on the current year's tax rate and the previous or current year's assessed value. A state property tax replacement credit is applied to the property tax liability of a taxpayer. The amount of the state property tax replacement credit is: (a) sixty percent (60%) of a taxpayer's real and personal property tax liability for the general fund levy imposed by the school corporation; and (b) approximately twenty percent (20%) of a taxpayer's real property tax liability for the general fund levies imposed by the taxing units in the taxing district (less sixty percent (60%) of a taxpayer's property tax liability for the general fund levy imposed by the school corporation); and (c) approximately twenty percent (20%) of taxpayer's personal property that is not business personal property tax liability for the general fund levies imposed by the taxing units in the taxing district (less sixty percent (60% of the taxpayer's property tax liability for the general fund levy imposed by the school corporation). A state homestead credit is also applied to the property tax liability of an owner of a primary residence in the state. The amount of the state homestead credit is equal to approximately 20% of the taxpayer's property tax liability for the general fund levies imposed by of all the taxing units in the taxing district (less the state property tax replacement credit). The Indiana General Assembly has enacted legislation (Sections 8-13 of HEA ), which provides taxpayers with a tax credit for all property taxes in an amount that exceeds two percent (2%) of the gross assessed value of eligible property ( Legislation ). For property taxes due and payable in 2008 and 2009, property eligible for the tax credit ("Circuit Breaker Tax Credit") includes a taxpayer's qualified residential property, which may include: (i) homesteads; (ii) residential rental property; (iii) apartment complexes; or (iv) any combination of (i) through (iii), as determined by the County Council of the taxing unit. Beginning with property taxes due and payable in 2010 and thereafter, the property eligible for the Circuit Breaker Tax Credit is expanded to include all personal and real property of every type. The Circuit Breaker Tax Credit will result in a reduction of property tax collections for each political subdivision in which the Circuit Breaker Tax Credit is applied. A political subdivision may not increase its property tax levy or borrow money to make up for any property tax revenue shortfall due to the application of the Circuit Breaker Tax Credit. The Department of Local Government Finance ( DLGF ) has taken an administrative position that existing law requires taxing units to fully fund any levies for the payment of outstanding debt service or lease rental obligations regardless of any reduction in property tax collections due to the application of the Circuit Breaker Tax Credit. The DLGF s position is that property taxes collected by a political subdivision must first be applied to pay debt service or lease rental obligations on all outstanding bonds or lease rental revenue bonds. If property tax collections are insufficient to fully fund debt service or lease rental levies due to the Circuit Breaker Tax Credit, the DLGF has indicated that taxing units must use non-property tax revenues or revenues from property tax levies for other funds (including operating) to offset revenue loss to the debt service fund. For school corporations, any shortfall could also be funded through the State intercept program; however, application of the intercept program will result in a shortfall in distributions to the school corporation's general fund so that schools are encouraged by 11

12 the DLGF to fund any shortfall directly from the school corporation s general fund and avoid the application of the intercept program. This application of property tax revenues may impact the ability of political subdivisions to provide existing levels of service and, in extreme cases, the ability to make debt service or lease rental payments. There has been no judicial interpretation of the Legislation or of the DLGF's position or authority to require application of property tax revenues as described above, and no assurance that the DLGF will continue this interpretation. In addition, there can be no assurance as to future events or legislation that may impact the Circuit Breaker Tax Credit or the collection of property taxes. LEGISLATION AFFECTING OBLIGATIONS OF INDIANA SCHOOL CORPORATIONS If, not withstanding the sufficiency of the levy of taxes and of appropriations, a school corporation fails to meets its requirement to pay Bond and lease obligations when due, the State Treasurer may be required to pay the bond and lease obligations from certain State funds which would otherwise be distributed to the school corporation. Pursuant to the Indiana Code, Title 20, Article 5, Chapter 4, Section 10, upon failure of any school corporation to pay when due any of its bond and lease obligations, the State Treasurer, upon notification by any claimant, is required to make payment of those obligations from State funds to the extent of, but not in excess of, any amounts appropriated by the General Assembly, at its discretion, for the calendar year for distribution to that school corporation, and to deduct the amount of that payment from the amount to be distributed to that school corporation. Such payments are limited to the amounts appropriated by the General Assembly for distribution to the School Corporation from State funds in the calendar year. Such made by the State Treasurer would then be deducted from State distributions being made to the School Corporation. There can, however, be no assurance as to the levels or amounts that may from time to time be appropriated by the Indiana General Assembly for school purposes or that this provision of the Indiana Code will not be repealed. LEGAL MATTERS Certain legal matters incident to the issuance of the Bonds and with regard to the tax status of the interest thereon (see Tax Matters ) will be passed upon by Ice Miller LLP, Indianapolis, Indiana ( Bond Counsel ). A signed copy of that opinion, dated and premised on facts and laws existing as of the date of original delivery of the Bonds will be delivered to the Underwriter. The opinion proposed to be delivered by Bond Counsel is attached as Appendix C. The engagement of Ice Miller LLP as Bond Counsel is limited generally to the examinations of the documents contained in the transcript of proceedings and the law incident to rendering the approving legal opinion referred to above, and the rendering of such approving legal opinion. In its capacity as Bond Counsel, said firm has reviewed those portions of this Official Statement under the captions: The Bonds, Legal Opinions and Enforceability of Remedies. Bond Counsel has not been retained to pass upon any other information in this Official Statement, or in any other reports, financial information, offering or disclosure documents or other information that may be prepared or made available by the School Corporation, the Bond Registrar and Paying Agent, the Underwriter or others to the prospective purchasers of the Bonds or to others. LITIGATION To the knowledge of the School Corporation, no litigation or administrative action or proceeding is pending or threatened restraining or enjoining, or seeking to restrain or enjoin, the levy and collection of taxes to pay the debt service to be paid on the Bonds, or contesting or questioning the proceedings or authority under which the Bond Resolution was authorized, or the validity of the Bonds. To the knowledge of the School Corporation, no litigation or administrative action or proceeding is pending or threatened concerning the issuance, validity and delivery of the Bonds. Certification to such effect will be delivered at the time of the original delivery of the Bonds. TAX MATTERS In the opinion of Ice Miller LLP, Indianapolis, Indiana, Bond Counsel, under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is not excludable from gross income under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code") for federal income tax purposes. In the opinion of Ice Miller LLP, Indianapolis, Indiana, Bond Counsel, under existing laws, regulations, judicial decisions and rulings, interest on the Bonds is exempt from income taxation in the State of Indiana (the "State"). This opinion relates only to the 12

13 exemption of interest on the Bonds for State income tax purposes. [See Appendix C for the form of opinion of Bond Counsel.] IC imposes a franchise tax on certain taxpayers (as defined in IC 6-5.5) which, in general, include all corporations which are transacting the business of a financial institution in Indiana. Taxpayers should consult their own tax advisors regarding the impact of this legislation on their ownership of the Bonds. LEGAL OPINIONS AND ENFORCEABILITY OF REMEDIES The various legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions on the legal issues explicitly addressed therein. By rendering a legal opinion, the opinion giver does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of parties to such transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. The remedies available to the bondholders upon a default under the Bond Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United States Code (the federal bankruptcy code), the remedies provided in the Bond Resolution may not be readily available or may be limited. Under federal and State environmental laws certain liens may be imposed on property of the School Corporation from time to time, but the School Corporation has no reason to believe, under existing law, that any such lien would have priority over the lien on the property taxes pledged to owners of the Bonds. The various legal opinions to be delivered concurrently with the delivery of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by the valid exercise of the constitutional powers of the State of Indiana and the United States of America and bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting the rights of creditors generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). These exceptions would encompass any exercise of federal, State or local police powers (including the police powers of the School Corporation), in a manner consistent with the public health and welfare. Enforceability of the Bond Resolution in a situation where such enforcement may adversely affect public health and welfare may be subject to these police powers. CONTINUING DISCLOSURE Pursuant to continuing disclosure requirements promulgated by the Securities and Exchange Commission in SEC Rule 15c2-12, as amended (the "Rule"), the School Corporation will enter into a Continuing Disclosure Undertaking (the "Undertaking"), to be dated the date of the sale of the Bonds. Pursuant to the terms of the Undertaking, the School Corporation will agree to provide the following information while any of the Bonds are Outstanding: Audited Financial Statements. To each nationally recognized municipal securities information repository ("NRMSIR") then in existence and to the Indiana state information depository then in existence, if any ("SID"), when and if available, the audited financial statements of the School Corporation as prepared and examined by the State Board of Accounts for each twelve (12) month period ending June 30, together with the opinion of such accountants and all notes thereto, within sixty (60) days of receipt from the State Board of Accounts; and Financial Information in this Official Statement. To each NRMSIR then in existence and to the SID, within 180 days of each December 31, unaudited annual financial information for the School Corporation for such calendar year including (i) unaudited financial statements of the School Corporation and (ii) operating data of the type provided under the following headings in this Official Statement (collectively, the "Annual Information"): 13

14 BARTHOLOMEW CONSOLIDATED SCHOOL CORPORATION - Enrollments - Cash Balances by Fund - State of Indiana Payments - Receipts and Disbursements - Tax Rates - Net Assessed Valuation - Taxes Levied and Collected - Large Taxpayers Event Notices. In a timely manner, to each NRMSIR or to the Municipal Securities Rulemaking Board (MSRB), and to the SID notice of the eleven events listed in the Rule, if material with respect to the Bonds (which determination of materiality shall be made by the School Corporation). Failure to Disclose. In a timely manner, to each NRMSIR or to the MSRB, and to the SID notice of the School Corporation failing to provide the annual financial information as described above. The School Corporation may, from time to time, amend or modify the Undertaking without the consent of or notice to the owners of the Bonds if either (a)(i) such amendment or modification is 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 School Corporation, or type of business conducted; (ii) the Undertaking, as so amended or modified, would have complied with the requirements of the Rule on the date of execution of the Undertaking, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (iii) such amendment or modification does not materially impair the interests of the holders of the Bonds, as determined either by (A) nationally recognized bond counsel or (B) an approving vote of the holders of the Bonds at the time of such amendment or modification; or (b) such amendment or modification (including an amendment or modification which rescinds the Undertaking) is permitted by the SEC Rule, then in effect. The School Corporation may, at its sole discretion, utilize an agent in connection with the dissemination of any annual financial information required to be provided by the School Corporation pursuant to the terms of the Undertaking. The purpose of the Undertaking is to enable the Underwriters to purchase the Bonds by providing for an undertaking by the School Corporation in satisfaction of the Rule. The Undertaking is solely for the benefit of the owners of the Bonds and creates no new contractual or other rights for the SEC, underwriters, brokers, dealers, municipal securities dealers, potential customers, other obligated persons or any other third party. The sole remedy against the School Corporation for any failure to carry out any provision of the Undertaking shall be for specific performance of the School Corporation's disclosure obligations under the Undertaking and not for money damages of any kind or in any amount or any other remedy. The School Corporation's failure to honor its covenants under the Undertaking shall not constitute a breach or default of the Bonds, the Resolution or any other agreement. UNDERWRITING The Bonds are being purchased, subject to certain conditions, by BB & T Capital Markets. The Underwriter has agreed to purchase all, but not less than all, of the Bonds at a price of $3,216,863.00, which represents the principal amount of the Bonds ($3,235,000.00) less underwriter s discount ($18,317.00) plus applicable accrued interest to the date of delivery. The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into unit investment trusts, certain of which may be sponsored or managed by the Underwriter) at prices lower than the initial public offering prices stated on the cover page. The initial public offering prices of the bonds may be changed, from time to time, by the Underwriter. 14

15 RATING Standard & Poor's Corporation, a Division of the McGraw-Hill Companies, has assigned the Bonds a rating of AAA with the understanding that, upon delivery of the Bonds, a municipal bond insurance policy insuring the payment when due of the principal of and interest on the Bonds will be issued by Financial Security Assurance Inc. Such rating reflects only the view of Standard & Poor's Ratings Group and an explanation of the significance of such rating may be obtained from the respective rating agency. There is no assurance that the rating will continue for any given period of time or that it will not be revised downward or withdrawn entirely by such rating agency if in the judgment of such rating agency circumstances so warrant. Any such downward revision or withdrawal of the rating may have an adverse effect on the market price of the Bonds. No other ratings have been applied for. Underlying Rating The School Corporation has obtained an underlying rating on the Bonds from Standard & Poor s of AA. An explanation of the significance of such rating may be obtained from Standard & Poor s, 25 Broadway, New York, New York The rating is not a recommendation to buy, sell or hold any of the Bonds. There is no assurance that such rating will continue for any given period of time or that such rating will not be reviewed downward or withdrawn entirely by Standard & Poor s. Any downward revision or withdrawal of such rating could have an adverse effect on market price or marketability of the Bonds. Bond Insurance Policy BOND INSURANCE Concurrently with the issuance of the Bonds, Financial Security Assurance Inc. ("Financial Security") will issue its Municipal Bond Insurance Policy for the Bonds (the "Policy"). The Policy guarantees the scheduled payment of principal of and interest on the Bonds when due as set forth in the form of the Policy included as an exhibit to this Official Statement. The Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law. Financial Security Assurance Inc. Financial Security is a New York domiciled financial guaranty insurance company and a wholly owned subsidiary of Financial Security Assurance Holdings Ltd. ("Holdings"). Holdings is an indirect subsidiary of Dexia, S.A., a publicly held Belgian corporation, and of Dexia Credit Local, a direct wholly-owned subsidiary of Dexia, S.A. Dexia, S.A., through its bank subsidiaries, is primarily engaged in the business of public finance, banking and asset management in France, Belgium and other European countries. No shareholder of Holdings or Financial Security is liable for the obligations of Financial Security. At March 31, 2006, Financial Security's combined policyholders' surplus and contingency reserves were approximately $2,459,829,000 and its total net unearned premium reserve was approximately $1,858,167,000 in accordance with statutory accounting principles. At March 31, 2006, Financial Security's consolidated shareholder s equity was approximately $2,856,995,000 and its total net unearned premium reserve was approximately $1,504,103,000 in accordance with generally accepted accounting principles. The consolidated financial statements of Financial Security included in, or as exhibits to, the annual and quarterly reports filed after December 31, 2005 by Holdings with the Securities and Exchange Commission are hereby incorporated by reference into this Official Statement. All financial statements of Financial Security included in, or as exhibits to, documents filed by Holdings pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of this Official Statement and before the termination of the offering of the Bonds shall be deemed incorporated by reference into this Official 15

16 Statement. Copies of materials incorporated by reference will be provided upon request to Financial Security Assurance Inc.: 31 West 52nd Street, New York, New York 10019, Attention: Communications Department (telephone (212) ). The Policy does not protect investors against changes in market value of the Bonds, which market value may be impaired as a result of changes in prevailing interest rates, changes in applicable ratings or other causes. Financial Security makes no representation regarding the Bonds or the advisability of investing in the Bonds. Financial Security makes no representation regarding the Official Statement, nor has it participated in the preparation thereof, except that Financial Security has provided to the Issuer the information presented under this caption for inclusion in the Official Statement. STATEMENT OF THE ISSUER The information and descriptions of documents included in this Official Statement do not purport to be complete and are expressly made subject to the exact provisions of the complete documents. Prospective purchasers of the Bonds are referred to the documents for details of all terms and conditions thereof relating to the Project and the Bonds. Neither this Official Statement, nor any statement which may have been made orally or in writing, is to be construed as a contract with the owners of any of the Bonds. Any statements in this Official Statement involving matters of opinion whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement has been authorized and approved by the Bartholomew Consolidated School Corporation. BARTHOLOMEW CONSOLIDATED SCHOOL CORPORATION By /s/mindy Lewis President 16

17 APPENDIX A BARTHOLOMEW CONSOLIDATED SCHOOL CORPORATION General The Bartholomew Consolidated School Corporation is located in Central Indiana south of Indianapolis. The school corporation district consists of Columbus, Ohio, German, Clay, Clifty, Rockcreek, Sandcreek, Jackson and Harrison townships and the City of Columbus. The district employs 1,509 people. A seven (7) member Board of Education, elected to four-year staggered terms, governs the School Corporation. A superintendent of schools, appointed by the board, carries out administrative functions. A central office staff complements the leadership of the superintendent. Personnel The School Corporation, as of September 1, 2005 employed a total staff of 1,509 personnel, allocated in categories as follows: Staffing Category Number Administration 41 Teachers 702 Teacher Aides 303 Library Aides 18 Clerical 117 Nurses 16 Maintenance/Custodial 118 Cafeteria 111 School Bus Drivers 83 Totals 1,509 Facilities In addition to the administration office, transportation and maintenance facility and a technology center, seventeen school buildings are currently housing the educational programs for the School Corporation. Selected information concerning the facilities presently operated by the School Corporation is shown below: Grades Dates of Construction Condition of Last Name of School Accommodated Original Addition Building Clifty Creek Elementary PreK Good Fodera Elementary PreK Good Lincoln Elementary K Good L. Smith Elementary PreK Good 17

18 Lillian Schmitt Elementary PreK Good Mount Healthy Elementary K Good Parkside Elementary PreK Good Rockcreek Elementary PreK Good Southside Elementary PreK Good Taylorsville Elementary PreK Good W.D. Richards PreK Good Central Middle School Good Northside Middle School Good Columbus East High Good Columbus North High Good McDowell Adult Education Center Good Jefferson Education Center Good Enrollments Shown below are the total enrollments in grades K-12 for the past five years and a projection of such enrollments for the next four years: Academic Year Actual Enrollment Academic Year Projected Enrollment , , , , , , , , ,919 Source: Indiana Department of Education Net Assessed Valuation Net assessed valuation totals of the School Corporation real estate are shown below. In Indiana, constitutional provisions for assessment of land, improvements, and personal property specify one-third of true value. Criteria for determination of true value are established by the Indiana Department of Local Government Finance. Assessed valuation is reduced by various exemptions. Tax Payment Year Net Assessed Valuation Tax Payment Year Net Assessed Valuation 1999 $760,523, $3,489,487, ,683, ,291,116, ,170, ,285,370, (1) 2,507,591, ,355,259,100 (1) Effective for tax collection years beginning 2002, the State of Indiana has changed the assessment system. Previously net assessed valuation was shown as 1/3 of true tax value. Largest Taxpayers The ten largest taxpayers in the School Corporation are as follows: Assessed Name and Type of Business Valuation Cummins Engine, Diesel engines $275,700,340 NTN, Drive shafts 104,135,520 Arvin-Mentor, Auto parts and metal laminates 70,901,460. Toyota, Fork lifts 40,733,340 18

19 Enkei, Auto Parts 31,852,590 Fair Oaks Mall, Commercial/retail property 19,105,300 CP 6 Partners, Commercial/retail property 15,766,200 Diamet, Transmission parts 12,728,490 Wal-Mart, Commercial/retail property 12,544,140 Reliance, Motor drives 11,700,160 Source: Bartholomew County Auditor Taxes Levied and Collected Total property tax levies for the School Corporation and collections against those levies for the past five completed years are: Collection Year Taxes Levied Taxes Collected Percent Collected 2001 $40,240,266 $40,175, % ,447,445 38,961, %* ,670,414 47,242, %** ,016,395 49,170, % ,841,563 50,739, % ,188,497 In Progress * Caused by a county software error **Recouped 2002 tax shortfall Collections shown include present and prior year property tax levies, along with penalties and interest on prior year delinquencies. Excluded are receipts from automobile excise taxes and financial institution (intangibles) taxes. Indiana statutes and practices make it difficult to evade property tax liabilities. Penalty and interest charges are assessed and property may be seized and sold to satisfy loans. Taxes due each year are due in two installments, May and November. School Tax Rates The following tax rates (per $100 of assessed valuation) are gross rates which do not reflect the 20% property tax replacement credit from state collected sales taxes. Fund Year Payable 2002 (1) General Fund $ $ $ $ $ Debt Service Capital Projects Transportation Bus Replacement Special Ed Pre-school Pension Bond Debt Service Total $ $ $ $ $ (1) Tax rates beginning in 2002 are applied to the School Corporation s true tax value rather than net assessed valuation. See footnote #1 on page A-2. 19

20 Financial Statements The School Corporation is audited biennially by the Indiana State Board of Accounts. The School Corporation maintains its system of accounts on a cash basis as prescribed by the Board of Accounts in the "Accounting Manual for Indiana Schools" (1977 Revised Edition). Annual Financial Reports (Form 9) are filed with the Indiana Department of Education. The most recent audit by the State Board of Accounts was filed on May 29, 2003 for the period July 1, 2000 to June 30, The current audit period runs from July 1, 2002 to June 30, The School Corporation maintains seven tax-rated funds: the General Fund, the Debt Service Fund, the Transportation Fund, the Bus Replacement Fund, the Capital Projects Fund, the School Pension Bond Debt Service Fund, and the Pre-School Special Education Fund. The General Fund is used for the operation and maintenance of the School Corporation and for any other lawful expenses payable from the General Fund. The Debt Service Fund is used for the payment of all debt, including lease rental obligations and other obligations to repay funds borrowed or advanced for the purchase or construction of, or addition to, school buildings. The Capital Projects Fund (formerly the Cumulative Building Fund) is used for land acquisition, site improvement, construction or purchase of school buildings and equipment, and remodeling or repairing school buildings, all for school classroom purposes. The Transportation Fund is to be used exclusively for the payment of operational costs of transporting students. The Bus Replacement fund is used for the purchase of school buses. Prior to 2001, this was part of the Transportation fund. The School Pension Bond Debt Service Fund is to be used exclusively for the payment of Pension Bond debt. The Pre-School Special Education Fund is used to fund programs exclusively for three and four year old pre-school special education students. 20

21 School Corporation Receipts and Disbursements GENERAL FUND Property Tax $ 25,498,271 $ 25,764,023 $ 24,545,459 Financial Institution Tax 436,814 72,342 38,418 Vehicle Excise Tax 2,814,493 2,586,342 2,281,896 Local Options Tax 1,065,059 1,005, ,675 State of Indiana Grants 30,332,509 31,996,324 33,420,204 Other 1,321,853 1,375,252 2,942,943 Total $ 61,068,999 $ 62,799,797 $ 64,040,595 DEBT SERVICE FUND Property Tax $ 7,712,825 $ 5,420,469 $ 10,199,728 Financial Institution Tax 11,160 16,357 15,962 Vehicle Excise Tax 832, , ,064 Local Options Tax 261, , ,228 State of Indiana Grants 187, Other 101, Total $ 9,107,169 $ 6,192,451 $ 11,500,982 CAPITAL PROJECTS FUND Property Tax $ 10,354,057 $ 9,531,074 $ 10,251,999 Financial Institution Tax 14,930 27,198 16,043 Vehicle Excise Tax 1,153, , ,922 Local Options Tax 467, , ,956 Other 9,086 38,480 49,168 Total $ 11,998,483 $ 10,925,403 $ 11,609,088 TRANSPORTATION FUND Property Tax $ 2,632,927 $ 3,238,459 $ 3,467,280 Financial Institution Tax 4,480 9,043 6,225 Vehicle Excise Tax 351, , ,283 Local Options Tax 156, , ,637 State of Indiana Grants 233, Other 66,269 67, ,061 Total $ 3,445,946 $ 3,766,196 $ 4,104,486 BUS REPLACEMENT FUND Property Tax $ 931,390 $ 875,437 $ 1,021,018 Financial Institution Tax 1,353 2, Vehicle Excise Tax 96,987 87,875 94,904 Local Options Tax 20,075 24,163 33,757 Other Total $ 1,049,805 $ 999,967 $ 1,150,478 SPECIAL EDUCATION PRE-SCHOOL FUND Property Tax $ 112,772 $ 75,695 $ 80,148 Financial Institution Tax Vehicle Excise Tax 12,164 7,598 7,450 Local Options Tax 3,794 2,954 2,650 State of Indiana Grants 264, , ,436 Other 50,727 6,871 0 Total $ 443,967 $ 380,112 $ 366,810 ALL OTHER FUNDS $ 6,446,443 $ 15,866,685 $ 39,664,279 TOTAL RECEIPTS $ 104,465,336 $ 120,500,076 $ 132,436,718 21

22 DISBURSEMENTS General Fund $ 53,614,362 $ 54,779,018 $ 64,992,816 Debt Service 8,014,485 7,450,601 8,125,697 Capital Projects Fund 8,608,669 9,468,962 11,609,088 Transportation 3,369,114 3,224,250 4,213,971 Bus Replacement Fund 481, ,678 1,015,428 Special Ed Pre-School 327, , ,813 All Other Funds 25,434,451 37,686,574 39,871,334 TOTAL DISBURSEMENTS $ 99,850,079 $ 113,925,329 $ 130,208,147 Source: School Corporation Financial Report (Form 9) Cash Balances by Funds As of Debt Capital Trans. Op. & Bus All Dec. 31 General Service Projects Replacement Others Total 2000 $5,137,100 $3,072,779 $4,605,627 $1,450,990 $9,935,557 $24,202, ,642,092 2,834,206 5,185,266 1,352,963 4,315,971 18,330, ,665,551 1,884,030 3,465,658 2,144,364 5,591,087 14,750, ,661,885 2,068,179 6,054,298 1,791,461 7,313,836 19,859, ,798, ,029 7,187,159 1,455,175 9,081,771 21,332, ,845,804 4,185,314 5,080,541 1,480,739 10,968,333 23,560,731 Receipts and Expenditures, Estimated 2005 General Debt Capital Trans. Bus Pension Service Projects Op. Rep. Debt Spec. Ed Property Taxes 22,762,078 6,707,163 11,263,605 3,482, ,775 1,113,946 77,171 Bank & Excise Taxes 2,181, ,253 1,075, ,721 74, ,090 7,395 State Grants 35,615, ,474 Misc. 1,163, , , Total Receipts 61,722,019 7,347,416 12,349,567 4,021, ,455 1,219, ,040 Total Disbursements 62,640,516 8,675,370 13,012,502 4,219, ,206 1,219, ,185 State of Indiana Payments The following table shows the annual amounts appropriated to the School Corporation during the four previous years and the amounts of such appropriations projected to be received during the current year. General Fund Other Transportation Year Grant Fund Grants (1) Fund Grant Total ,231,674 1,138, ,518 31,626, ,332,509 1,316, ,767 31,882, ,996, ,524-32,919, ,420, ,738-34,304, (est.) 35,615, ,000-36,465,86 2 (1) Other grants include Pre-School Special Education, Debt Service and other special state programs. 22

23 Indebtedness The following tabulation, prepared as of May 15, 2006, has been adjusted to reflect the issuance of the Bonds. * Effective for tax collection years beginning 2002, the State of Indiana has changed the assessment system. Previously net assessed valuation was shown as 1/3 of true tax value. The new estimate, which was provided by the Indiana Department of Local Government Finance, represents true tax value. The following tabulation itemizes the direct and overlapping indebtedness of the School Corporation. Applicable Amount Percent Amount Direct Debt: Pension Bonds, ,625, % 10,625,000 Multi-School Lease ,052, % 14,052,495 Four Star Lease, ,045, % 8,045,000 Repair and Renovation Bonds, ,935, % 18,935,000 Repair and Renovation Bonds, ,350, % 32,350,000 QZAB 1,700, % 1,700,000 This Issue 3,235, % 3,235,000 Total $ 89,542,495 Overlapping Debt: City of Columbus Park District 3,440, % 3,440,000 Total 3,440,000 Total Direct and Overlapping Debt $ 92,982,495 Per Capita Percent TTV True Tax Value of Property $3,355,259,100 - Direct Debt $89,542,495 $1, % Direct & Underlying Debt $92,982,495 $1, % 2002 population: 65,830 23

24 Combined Debt Service Requirements The tabulation below sets forth the combined annual debt service requirements for all loans, leases and other obligations of the School Corporation as of May 15, 2006 and including this issue Budget Multi-School Four Star Pension TAW Repair/Renov. Repair/Renov. This Year Lease Lease Bond QZAB Interest Bond Bond Issue Total ,570,425 3,597,778 1,218, ,000 1,671,375 9,658, ,568,091 3,597,814 1,217, ,000 1,671,250 2,160, ,796 12,135, ,572,081 1,499,238 1,217, ,000 1,674,250 2,662, ,268 10,548, ,571,962 1,214, ,000 1,675,250 2,662, ,081 9,048, ,572,403 1,216, ,000 1,674,250 2,662, ,340 9,051, ,572,741 1,215, ,000 1,671,250 2,664, ,044 9,050, ,576,500 1,216, ,000 1,671,250 2,658, ,923 9,048, ,576,500 1,217, ,000 1,673,875 2,658, ,141 9,057, ,216, ,000 1,674,000 2,661, ,354 6,480, ,220, , ,000 1,671,625 2,665, ,135 7,049, ,220, , ,000 1,676,625 2,664, ,341 7,055, ,216, , ,000 1,668,750 2,659, ,325 7,049, ,000 1,668,250 2,662, ,153 5,260, ,000 1,674,625 2,657, ,236 5,260, ,000 1,672,625 2,660, ,130 5,264, ,000 1,672,250 2,659, ,131 5,260, ,000 1,673,250 2,662,000 4,935, ,670,625 2,660,000 4,330, ,658,000 2,658, ,659,000 2,659,000 24

25 Pension Obligation All employees of the School Corporation are covered under the federal Social Security Act. The School Corporation's employer contribution in the General Fund was $3,241,558 for calendar year 2005 and is budgeted to be $3,250,000 for All present and retired certificated employees of the School Corporation are covered under the Indiana State Teacher's Retirement Fund (the "Fund"). As of January 1, 1996, (this and all subsequent dates under this heading represent the most recent date for which figures are available), there were 920 active reporting units state-wide in the Fund making contributions from moneys withheld from certificated employees' compensation at a statutory rate of 3% of earned salary or compensation. Since for purposes of the Fund the certificated employees of School Corporations are treated as employees of the State, the School Corporation does not contribute to the Fund except for teachers whose salaries are paid from federal grants and teachers employed after January 1, The Indiana General Assembly does not presently fund the accrued liability for pension benefits payable from the Fund, but does appropriate moneys annually in an amount equal to approximately 100% of the total benefits to be paid during the year of appropriation to all retired individuals covered by the Fund. All full-time non-certified employees of the School Corporation are covered under the Public Employees Retirement Fund of Indiana ("PERF"). As of July 1, 2000, there were 291 active school corporation accounts statewide making contributions. These non-certificated employees contribute to PERF at a rate of 3% of earned salary or compensation. The School Corporation currently contributes at a rate of 7.25% of earned salary or compensation, and this contribution is treated as a current expense. PERF presently anticipates that the total unfunded accrued liability in PERF applicable to the School Corporation will, using present rates, be fully funded in 40 years. As of July 1, 2000, there were 958 total PERF active accounts statewide making contributions. PERF reports that as of July 1, 2004, its total unfunded accrued liability was $(249,149) for the School Corporation. This liability is presently being funded over periods of years provided in separate agreements between PERF and the governing body of each governmental unit participating in PERF. PERF presently anticipates that the total PERF unfunded accrued liability will, using present rates, be fully funded in 40 years. The Fund and PERF are not presently subject to the funding and vesting requirements of the Federal Employee Retirement Income Security Act of The Fund is created and operates pursuant to statutes of the State. The Indiana General Assembly could determine to amend the format and could impose or revise rates of contributions to be made by the School Corporation and revise benefits or benefit levels. 25

26 APPENDIX B THE COMMUNITY Location Bartholomew Consolidated School Corporation is located in central Indiana44 miles south of Indianapolis. Population are: General populations for the Bartholomew Consolidated School Corporation and Bartholomew County Year Bartholomew Consolidated Bartholomew County ,430 57, ,294 65, ,870 63, , ,636 Economic Factors Per Capita Income Bartholomew County Indiana Per Capita Income (2004) $32,390 $30,204 Source: STATS Indiana, Source: STATS Indiana Employment patterns for Bartholomew County in 2004 were: Employment Category 2004 Employment % of 2004 Employment Professional 2, % Construction 2, % Manufacturing 14, % Transportation, Warehousing 1, % Wholesale Trade 1, % Retail Trade 5, % Health Care and Social Service 3, % Information % Other 11, % Agriculture and Services 1, % Government 6, % Total 51, % 26

27 With regard to the level of employment as reported by the Indiana Employment Security Division, the data revealed the following for Bartholomew County in comparison to the state of Indiana and the United States: Annual Averages Bartholomew County Labor Force 38,790 38,110 37,960 36,210 37,396 Unemployed 1,450 1,590 1,560 1,580 1,809 Percent Unemployed 3.7% 4.2% 4.1% 4.4% 4.8% State of Indiana 4.2% 5.2% 5.3% 5.2% 5.4% United States 4.7% 5.8% 6.0% 5.5% 5.1% Ten of the largest employers in the Bartholomew Consolidated School Corporation area and the approximate number of employees are as follows: Name of Business Type of Business Employees Cummins Engine Company, Inc. Diesel engines 4,544 Columbus Regional Hospital Healthcare 1,750 Arvin Meritor Auto Exhaust systems 1,367 Dorel Juvenile Group Furniture,/housewares 959 NTN Driveshaft CVJ s/wheel hub units 795 Eneki America, Inc. Aluminum wheels 644 Wal-Mart Retail Shopping 587 Toyota Industrial Equipment Forklifts 572 City of Columbus Government 470 Interstate Brands Bakery products 450 Transportation Airports: Indianapolis International Airport and charter air service at Columbus Municipal Airport Railroads: Louisville and Indiana Railroad Company Highways: I-65, US 31 and 11, State Roads 7, 9, and 46 News Media One local daily newspaper, The Republic, is published in Columbus and several metropolitan newspapers are delivered daily. Six radio stations broadcast from Columbus and multiple television stations from Indianapolis Bloomington and Louisville broadcast to the area. Located in Columbus are the following banks: Home Federal Savings Bank Irwin Union Bank and Trust Company Source: Columbus Area Chamber of Commerce Financial Institutions 27

28 Utilities The following public utilities provide service within the School Corporation: Telephone Electric Natural Gas Water and Sewer - Ameritech - Cinergy/PSI - Bartholomew County REMC - Indiana Gas Company, Inc. - Columbus Utilities Education Located within fifty miles are the following colleges and universities: Name Indiana University/Purdue University Indiana University Butler University University of Indianapolis Indiana University/Purdue University Franklin College Hanover College Location Columbus Bloomington Indianapolis Indianapolis Indianapolis Franklin Madison Hospitals Columbus Regional Hospital 28

29 APPENDIX C June 22, 2006 FORM OF OPINION OF BOND COUNSEL BB&T Capital Markets Richmond, Virginia Re: Bartholomew Consolidated School Corporation Taxable General Obligation Pension Bonds of 2006 Maturity Amount: $3,235,000 Originally Dated: June 22, 2006 Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by Bartholomew Consolidated School Corporation, Columbus, Indiana ("Issuer") of $3,235,000 of its Taxable General Obligation Pension Bonds of 2006 originally dated June 22, 2006 ("Bonds"). We have examined the law and a certified transcript of proceedings of the Issuer had relative to the authorization, issuance and sale of the Bonds and such other papers as we deem necessary to render this opinion. We have relied upon the certified transcript of proceedings and certificates of public officials, and we have not undertaken to verify any facts by independent investigation. Based upon our examination, we are of the opinion, as of the date hereof, as follows: 1) The Bonds have been duly authorized, executed and delivered and constitute the legal, valid and binding obligations of the Issuer, enforceable in accordance with their terms. 2) All taxable property in the territory of the Issuer is subject to ad valorem taxation to pay the debt service; however, the Issuer's collection of the levy may be limited by operation of I.C , which provides taxpayers with a tax credit for all property taxes in an amount that exceeds two percent (2%) of the gross assessed value of the eligible property (the "Circuit Breaker Tax Credit"). For property taxes due and payable in 2008 and 2009, the Circuit Breaker Tax Credit is applied only to the property taxes attributable to a taxpayer's qualified residential property, which may include: (i) homesteads; (ii) residential rental property; (iii) apartment complexes; or (iv) any combination of (i) through (iii), as determined by the applicable County Council. Beginning with property taxes due and payable in 2010 and thereafter, the Circuit Breaker Tax Credit applies to all personal and real property of every type. The Issuer may not be able to levy and collect additional property taxes to make up this short fall. 3) Under statutes, decisions, regulations and rulings existing on this date, the interest on the Bonds is exempt from income taxation in the State of Indiana (the "State"). This opinion relates only to the exemption of interest on the Bonds from State income taxation. We have not been engaged nor have we undertaken to review the accuracy, completeness or sufficiency of the Official Statement for the Bonds or any other offering material relating to the Bonds, and we express no opinion thereon. It is to be understood that the rights of the owner of the Bonds, and the enforceability thereof, may be subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights heretofore or hereafter enacted and that the enforcement of the Bonds may be subject to the exercise of judicial discretion in accordance with general principles of equity, and (ii) the valid exercise of the constitutional powers of the State of Indiana and the United States of America. Very truly yours, APPENDIX D 29

30 BOND RESOLUTION WHEREAS, the Bartholomew Consolidated School Corporation (the "Issuer" or "School Corporation") is a school corporation organized and existing under the provisions of IC 20-4; and WHEREAS, the Board of School Trustees finds that the School Corporation has unfunded contractual liability for retirement or severance payments; and WHEREAS, the Board of School Trustees has developed a solution to this unfunded liability and finds that the issuance of bonds will contribute to the solution; and WHEREAS, the Board of School Trustees finds that the solution to which the bonds are contributing is reasonably expected to reduce the School Corporation's existing unfunded contractual liability for retirement or severance payments; and WHEREAS, the Board of School Trustees finds that the School Corporation should issue bonds in the amount of Three Million Two Hundred Thirty-Five Thousand Dollars ($3,235,000) for the purpose of providing funds to be applied on the solution to the unfunded liability (the "Solution"), and that bonds in such amount should now be authorized; now therefore, BE IT RESOLVED by the Board of School Trustees of the Issuer that, for the purpose of obtaining funds to be applied on the cost of the Solution, there shall be issued and sold the negotiable, general obligations of the School Corporation to be designated as "Taxable General Obligation Pension Bonds of 2006." Said bonds shall be in the principal amount of Three Million Two Hundred Thirty-Five Thousand Dollars ($3,235,000), bearing interest at a rate or rates not exceeding eight percent (8%) per annum (the exact rate or rates to be determined by bidding or through negotiation with the Indiana Bond Bank), which interest shall be payable on January 5, 2007, and semi-annually thereafter on January 5 and July 5 in each year. The bonds shall be fully registered in the denomination of Five Thousand Dollars ($5,000) or integral multiples thereof, and shall mature or subject to mandatory redemption on January 5 and July 5 over a period ending not later than January 5, 2022 in amounts as determined by the Treasurer of the Board at the time of sale. The original date shall be the date of delivery of the bonds. The authentication certificate shall be dated when executed by the Registrar and Paying Agent. Interest shall be paid from the interest payment date to which interest has been paid next preceding the date of authentication unless the bond is authenticated on or before the fifteenth day immediately preceding the first interest payment date, in which case interest shall be paid from the original date, or unless the bond is authenticated after the fifteenth day immediately preceding an interest payment date and on or before such interest payment date, in which case interest shall be paid from such interest payment date. Interest shall be payable by check mailed one business day prior to the interest payment date to the person in whose name the bonds are registered on the bond register maintained at the principal office of the School Treasurer as Registrar and Paying Agent (the "Registrar and Paying Agent") or successor registrar and paying agent, as of the fifteenth day immediately preceding such interest payment date or by wire transfer of immediately available funds on the interest payment date to the depositories shown as registered owners. Principal of the bonds shall be payable upon presentation of the bonds at the principal office of the School Treasurer as Registrar and Paying Agent in lawful money of the United States of America or by wire transfer of immediately available funds to depositories who present the bonds to the Registrar and Paying Agent at least two business days prior to the payment date. The bonds are transferable by the registered owner at the principal office of the Registrar and Paying Agent upon surrender and cancellation of a bond and on presentation of a duly executed written instrument of transfer, and thereupon a new bond or bonds of the same aggregate principal amount and maturity and in authorized denominations will be issued to the transferee or transferees in exchange therefor. The bonds may be exchanged upon surrender at the principal office of the Registrar and Paying Agent, duly endorsed by the registered owner for the same aggregate principal amount of bonds of the same maturity in authorized denominations as the owner may request. The Issuer agrees that on or before the fifth business day immediately preceding any payment date, it will deposit with the Registrar and Paying Agent funds in an amount equal to the principal of, premium, if any, and interest on the bonds which shall become due on the next payment date. Notwithstanding any other provision of this Resolution, the Issuer will enter into an agreement with the Registrar and Paying Agent in which the Registrar agrees that upon any default or insufficiency in the payment of 30

31 principal and interest as provided herein, the Registrar will immediately, without any direction, security or indemnity file a claim with the Treasurer of the State of Indiana for an amount equal to such principal and interest in default and consents to the filing of any such claim by a bondholder in the name of the Registrar for deposit with the Registrar. Filing of the claim with the Treasurer of the State of Indiana, as described above, shall occur on or before the fifth business day prior to the payment date. Unless the bonds are sold to the Indiana Bond Bank which will take physical delivery of the bonds, the Issuer has determined that the bonds shall be held by a central depository system pursuant to an agreement between the Issuer and The Depository Trust Company, and have transfers of the bonds effected by book-entry on the books of the central depository system. The bonds shall be initially issued in the form of a separate single authenticated fully registered bond for the aggregate principal amount of each separate maturity of the bonds. Upon initial issuance, the ownership of such bonds shall be registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of The Depository Trust Company. With respect to the bonds registered in the register kept by the Paying Agent in the name of CEDE & CO., as nominee of The Depository Trust Company, the Issuer and the Paying Agent shall have no responsibility or obligation to any other holders or owners (including any beneficial owner ("Beneficial Owner") of the bonds with respect to (i) the accuracy of the records of The Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect to ownership questions, (ii) the delivery to any Bondholder (including any Beneficial Owner) or any other person, other than The Depository Trust Company, of any notice with respect to the bonds including any notice of redemption, or (iii) the payment to any Bondholder (including any Beneficial Owner) or any other person, other than The Depository Trust Company, of any amount with respect to the principal of, or premium, if any, or interest on the bonds except as otherwise provided herein. No person other than The Depository Trust Company shall receive an authenticated bond evidencing an obligation of the Issuer to make payments of the principal of and premium, if any, and interest on the bonds pursuant to this Resolution. The Issuer and the Registrar and Paying Agent may treat as and deem The Depository Trust Company or CEDE & CO. to be the absolute Bondholder of each of the bonds for the purpose of (i) payment of the principal of and premium, if any, and interest on such bonds; (ii) giving notices of redemption and other notices permitted to be given to Bondholders with respect to such bonds; (iii) registering transfers with respect to such bonds; (iv) obtaining any consent or other action required or permitted to be taken of or by Bondholders; (v) voting; and (vi) for all other purposes whatsoever. The Paying Agent shall pay all principal of and premium, if any, and interest on the bonds only to or upon the order of The Depository Trust Company, and all such payments shall be valid and effective fully to satisfy and discharge the Issuer's and the Paying Agent's obligations with respect to principal of and premium, if any, and interest on the bonds to the extent of the sum or sums so paid. Upon delivery by The Depository Trust Company to the Issuer of written notice to the effect that The Depository Trust Company has determined to substitute a new nominee in place of CEDE & CO., and subject to the provisions herein with respect to consents, the words "CEDE & CO." in this Resolution shall refer to such new nominee of The Depository Trust Company. Notwithstanding any other provision hereof to the contrary, so long as any bond is registered in the name of CEDE & CO. as nominee of The Depository Trust Company, all payments with respect to the principal of and premium, if any, and interest on such bonds and all notices with respect to such bonds shall be made and given, respectively, to The Depository Trust Company as provided in a representation letter from the Issuer to The Depository Trust Company. Upon receipt by the Issuer of written notice from The Depository Trust Company to the effect that The Depository Trust Company is unable or unwilling to discharge its responsibilities and no substitute depository willing to undertake the functions of The Depository Trust Company hereunder can be found which is willing and able to undertake such functions upon reasonable and customary terms, then the bonds shall no longer be restricted to being registered in the register of the Issuer kept by the Registrar in the name of CEDE & CO., as nominee of The Depository Trust Company, but may be registered in whatever name or names the Bondholders transferring or exchanging bonds shall designate, in accordance with the provisions of this Resolution. If the Issuer determines that it is in the best interest of the Bondholders that they be able to obtain certificates for the fully registered bonds, the Issuer may notify The Depository Trust Company and the Registrar, whereupon The Depository Trust Company will notify the Beneficial Owners of the availability through The Depository Trust Company of certificates for the bonds. In such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the bonds as requested by The Depository Trust Company and any Beneficial Owners in appropriate amounts, and whenever The Depository Trust Company requests the Issuer and the Registrar to do so, the Registrar and the Issuer will cooperate with The Depository Trust Company by taking appropriate action after reasonable notice (i) to make available one or more separate certificates evidencing the fully registered bonds of any Beneficial Owner's Depository Trust Company account or (ii) to arrange for another securities depository to maintain custody of certificates for and evidencing the bonds. 31

32 If the bonds shall no longer be restricted to being registered in the name of a depository trust company, the Registrar shall cause the bonds to be printed in blank in such number as the Registrar shall determine to be necessary or customary; provided, however, that the Registrar shall not be required to have such bonds printed until it shall have received from the Issuer indemnification for all costs and expenses associated with such printing. In connection with any notice or other communication to be provided to Bondholders by the Issuer or the Registrar with respect to any consent or other action to be taken by Bondholders, the Issuer or the Registrar, as the case may be, shall establish a record date for such consent or other action and give The Depository Trust Company notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. So long as the bonds are registered in the name of The Depository Trust Company or CEDE & CO. or any substitute nominee, the Issuer and the Registrar and Paying Agent shall be entitled to request and to rely upon a certificate or other written representation from the Beneficial Owners of the bonds or from The Depository Trust Company on behalf of such Beneficial Owners stating the amount of their respective beneficial ownership interests in the bonds and setting forth the consent, advice, direction, demand or vote of the Beneficial Owners as of a record date selected by the Registrar and The Depository Trust Company, to the same extent as if such consent, advice, direction, demand or vote were made by the Bondholders for purposes of this Resolution and the Issuer and the Registrar and Paying Agent shall for such purposes treat the Beneficial Owners as the Bondholders. Along with any such certificate or representation, the Registrar may request The Depository Trust Company to deliver, or cause to be delivered, to the Registrar a list of all Beneficial Owners of the bonds, together with the dollar amount of each Beneficial Owner's interest in the bonds and the current addresses of such Beneficial Owners. The Issuer shall have the right, at its option, to redeem, according to the procedure hereinafter provided, all or any part of the bonds, in such order of maturities as selected by the Issuer and by lot within maturities (each $5,000 of principal shall be considered a bond for this purpose). The actual terms of the redemption will be approved by the Superintendent prior to issuance but in no case will the first optional redemption date be later than July 5, 2016 and at a premium greater than 2%. Official notice of such redemption shall be mailed by the Issuer or Registrar and Paying Agent to the registered owners of all bonds to be redeemed, not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for redemption. Said notice shall, with substantial accuracy: a) Designate the date and place of redemption, said place to be the offices of the Registrar and Paying Agent; and b) Designate the bonds to be redeemed; and c) State that on the designated date fixed for said redemption said bonds shall be redeemed by the payment of the applicable redemption price hereinbefore set forth, and that from and after the date so fixed for such redemption interest on the bonds so called for redemption shall cease. Issuer. The cost and expenses of the preparation and mailing of said notices of redemption shall be paid by the Such notice having been mailed as above provided, the bonds designated for redemption shall, on the date specified in such notice, become due and payable at the then applicable redemption price, and on presentation and surrender of such bonds in accordance with such notice, at the place at which the same are expressed in such notice to be redeemable, such bonds shall be redeemed by the Registrar and Paying Agent on behalf of the Issuer by the payment of such redemption price to registered owners out of funds held by the Registrar and Paying Agent for that purpose. From and after the date of redemption so designated, unless default shall be made in the redemption of the bonds upon presentation, interest on bonds designated for redemption shall cease. If not so paid on presentation thereof, the bonds shall continue to bear interest at the rate therein specified. All bonds so redeemed shall be cancelled and destroyed. Bonds so redeemed shall not be reissued, nor shall any bonds be issued in lieu thereof. In addition to the foregoing official notice, further notice shall be given by the Issuer as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. a) Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (i) the CUSIP numbers of all bonds being redeemed; (ii) the date of issue of the bonds as originally issued; (iii) the rate of interest 32

33 borne by each bond being redeemed; (iv) the maturity date of each bond being redeemed; and (v) any other descriptive information needed to identify accurately the bonds being redeemed. b) Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the bonds (such depository now being The Depository Trust Company of New York, New York) and to one or more national information services that disseminate notices of redemption of obligations such as the bonds (such as Standard and Poor's Ratings Group or Moody's Investors Service). c) Each such further notice shall be published one time in a newspaper or financial journal published in Columbus, Indiana, such publication to be made at least 30 days prior to the date fixed for redemption. d) Upon the payment of the redemption price of bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the bonds being redeemed with the proceeds of such check or other transfer. If, when the bonds authorized hereby shall have become due and payable in accordance with their terms, the whole amount of the principal and the interest and the premium, if any, so due and payable upon all of the bonds then outstanding shall be paid or (i) sufficient moneys, or (ii) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America the principal of and interest on which when due will provide sufficient moneys, or (iii) time certificates of deposit fully secured as to both principal and interest by obligations of the kind described in (ii) above of a bank or banks the principal of and interest on which when due will provide sufficient moneys, shall be held by the Registrar and Paying Agent for such purpose under the provisions of this Resolution, and provision shall also be made for paying all Registrar and Paying Agent's fees and expenses and other sums payable hereunder by the Issuer, then all moneys, obligations and time certificates of deposit held by the Registrar and Paying Agent pursuant to this paragraph shall be held in trust and said moneys and the principal and interest of said obligations and time certificates of deposit when received, applied to the payment, when due, of the principal and the interest, and registered owners of bonds shall not be entitled to payment of any principal and/or interest from Issuer. The Registrar and Paying Agent shall within thirty (30) days after such obligations or time certificates of deposits shall have been deposited with it, cause a notice signed by the Registrar and Paying Agent to be mailed to the registered owners of all outstanding bonds and published once in a newspaper or financial journal published in Columbus, Indiana, setting forth (a) a description of the obligations so held by it, and (b) that the registered owners shall be entitled to be paid principal and/or interest from such funds and income of such securities held by Registrar and Paying Agent and not from Issuer. Said bonds shall be executed in the name of Issuer by the manual or facsimile signature of the President of its Board of School Trustees, and attested by the manual or facsimile signature of the Secretary of said Board, who shall cause the seal of the school corporation to be imprinted or impressed on each of said bonds. In case any official whose signature or facsimile of whose signature shall appear on the bonds shall cease to be such officer before the issuance, authentication or delivery of such bonds, such signature or such facsimile shall, nevertheless, be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. No bond shall be valid or obligatory for any purpose, unless and until authenticated by the Registrar and Paying Agent. Such authentication may be executed by an authorized representative of the Registrar and Paying Agent, but it shall not be necessary that the same person authenticate all of the bonds issued. Issuer and the Registrar and Paying Agent may deem and treat the person in whose name a bond is registered on the bond register as the absolute owner thereof for all purposes, notwithstanding any notice to the contrary. The bonds shall be issued in substantially the following form, all blanks to be filled in properly prior to delivery: Registered No. Registered $ UNITED STATES OF AMERICA 33

34 State of Indiana County of Bartholomew BARTHOLOMEW CONSOLIDATED SCHOOL CORPORATION TAXABLE GENERAL OBLIGATION PENSION BOND OF 2006 Interest Maturity Original Authentication Rate Date Date Date CUSIP Registered Owner: Principal Sum: Bartholomew Consolidated School Corporation (the "Issuer"), a school corporation organized and existing under the laws of the State of Indiana, in Bartholomew County, Indiana, for value received, hereby acknowledges itself indebted and promises to pay to the Registered Owner (named above) or to registered assigns, the Principal Sum set forth above on the Maturity Date set forth above and to pay interest thereon at the Interest Rate per annum stated above from the interest payment date to which interest has been paid next preceding the date of authentication hereof unless this bond is authenticated on or before December 20, 2006, in which case interest shall be paid from the Original Date, or unless this bond is authenticated after the fifteenth day immediately preceding an interest payment date and on or before such interest payment date, in which case interest shall be paid from such interest payment date, which interest is payable on January 5, 2007 and each January 5 and July 5 thereafter until the principal has been paid. Interest shall be payable by check mailed one business day prior to the interest payment date to registered owners or by wire transfer of immediately available funds on the interest payment date to depositories shown as registered owners. Payment shall be made to the person or depository in whose name this bond is registered as of the fifteenth day immediately preceding such interest payment date. Principal of this bond shall be payable upon presentation of this bond at the principal office of the School Treasurer, Columbus, Indiana (the "Registrar and Paying Agent"), or by wire transfer of immediately available funds to depositories who present the bonds to the Registrar and Paying Agent at least two business days prior to the payment date in lawful money of the United States of America. If the payment date occurs on a date when financial institutions are not open for business, the wire transfer shall be made on the next succeeding business day. The Registrar and Paying Agent shall wire transfer payments by 1:00 p.m. (New York City time) so such payments are received at the depository by 2:30 P.M. (New York City time). Interest shall be calculated on the basis of a 360 day year consisting of twelve 30-day months. This bond is one of an issue of bonds aggregating Three Million Two Hundred Thirty-Five Thousand Dollars ($3,235,000), of like tenor and effect, except as to numbering, authentication date, denomination, interest rate, and date of maturity, issued by Issuer pursuant to a resolution adopted by the Board of School Trustees of said school corporation on February 27, 2006 (the "Resolution"), and in strict accordance with the governing statutes of the State of Indiana, particularly Indiana Code , for the purpose of implementing a solution to the unfunded retirement and severance liability in said school corporation. This bond is redeemable as set forth in the Resolution. This bond shall be initially issued in a Book Entry System (as defined in the Resolution). The provisions of this bond and of the Resolution are subject in all respects to the provisions of the Letter of Representations between the Issuer and The Depository Trust Company, or any substitute agreement, effecting such Book Entry System. This bond is transferable in accordance with the Book Entry System or, if no such system is in effect, by the Registered Owner hereof at the principal office of the Registrar and Paying Agent, upon surrender and cancellation of this bond and on presentation of a duly executed written instrument of transfer and thereupon a new bond or bonds of the same aggregate principal amount and maturity and in authorized denominations will be issued to the transferee or transferees in exchange therefor. This bond may be exchanged upon surrender hereof at the principal office of the Registrar and Paying Agent, duly endorsed by the Registered Owner for the same aggregate principal amount of bonds of the same maturity in authorized denominations as the owner may request. The Issuer and the Registrar and Paying Agent may deem and treat the person in whose name this bond is registered as the absolute owner hereof. It is hereby certified and recited that all acts, conditions and things required by the laws and constitution of the State of Indiana to be done precedent to and in the issuance, sale and delivery of this bond have been properly done, happened and performed in regular and due form as provided by law, and that the bonds of this issue do not 34

35 exceed any constitutional or statutory limitation of indebtedness. The full faith and credit of Issuer is hereby irrevocably pledged to the punctual payment of the principal of and interest on this bond according to its terms and the Issuer will levy a tax and appropriate funds to pay such principal and interest. This bond shall not be valid or become obligatory for any purpose until authenticated by the Registrar and Paying Agent. IN WITNESS WHEREOF, Issuer has caused this bond to be executed in its name by the manual or facsimile signature of the President of its Board of School Trustees, and attested by the manual or facsimile signature of the Secretary of said Board. BARTHOLOMEW CONSOLIDATED SCHOOL CORPORATION By: /s/, President, Board of School Trustees Attest: /s/, Secretary, Board of School Trustees AUTHENTICATION CERTIFICATE This bond is one of the bonds referred to in the within mentioned Resolution. SCHOOL TREASURER OF BARTHOLOMEW CONSOLIDATED SCHOOL CORPORATION, as Registrar and Paying Agent By: Treasurer [END OF BOND FORM] BE IT FURTHER RESOLVED that the bonds be sold at private sale to the Indiana Bond Bank or at public sale, in either case at a price of not less than 97% of par. Prior to the sale of said bonds at public sale, notice of such sale shall be published once each week for two (2) weeks in The Republic and The Court & Commercial Record, the first of said publications to be at least fifteen (15) days prior to the date fixed for the sale of said bonds and the last at least three (3) days prior. At the time fixed for the opening of bids, the Board or its designated committee shall meet, all bids shall be opened in the presence of the Board or such committee, and the award shall be made by the Board. BE IT FURTHER RESOLVED that the President and Secretary are hereby authorized and directed to approve and deem final an Official Statement with respect to the sale of the bonds and any required Continuing Disclosure Undertaking in form similar to previous agreements approved for this School Corporation. 35

36 Passed and Adopted this 27 th day of February, President Board of School Trustees ATTEST: Secretary Board of School Trustees APPENDIX E Municipal Bond Insurance Policy Specimen 36

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