PRELIMINARY RESOLUTION
OF THE
TOBACCO SETTLEMENT FINANCING CORPORATION
The following resolution was offered by Mr. Lazaro and seconded by Ms. Nichols:
A RESOLUTION OF THE MEMBERS OF THE BOARD OF THE TOBACCO
SETTLEMENT FINANCING CORPORATION GRANTING PRELIMINARY
AUTHORIZATION OF THE ISSUANCE OF NOT EXCEEDING $875,000,000 INITIAL
AGGREGATE PRINCIPAL AMOUNT OF ITS TOBACCO SETTLEMENT ASSETBACKED BONDS (TAX EXEMPT AND/OR TAXABLE) IN ONE OR MORE SERIES,
TO PAY A PORTION OF THE COSTS OF ACQUISITION OF THE RIGHT, TITLE AND
INTEREST TO THE REMAINING FORTY PERCENT (40%) OF THE STATE
ALLOCATION; TO FUND CERTAIN RESERVES AND CAPITALIZED OPERATING
EXPENSES AND TO PAY RELATED COSTS OF ISSUANCE OF SAID BONDS;
PROVIDING FOR THE EMPLOYMENT OF CO-BOND COUNSEL; PROVIDING FOR
THE EMPLOYMENT OF AN ECONOMETRIC FORECAST CONSULTANT,
UNDERWRITERS, A TRUSTEE AND SPECIAL COUNSEL; AUTHORIZING THE
PUBLICATION OF A NOTICE OF INTENTION TO ISSUE BONDS; AUTHORIZING
THE PROPER OFFICERS OF THE CORPORATION TO DO ALL ACTS NECESSARY
AND PROPER FOR CARRYING OUT THE TRANSACTIONS CONTEMPLATED BY
THIS RESOLUTION; AND PROVIDING FOR OTHER MATTERS WITH RESPECT
THERETO.
WHEREAS, this Board desires to authorize and proceed with the issuance, pursuant to the provisions
of the Tobacco Settlement Financing Corporation Act, codified at La. R.S. 39:99.1, et seq (the "Act"), of
Tobacco Settlement Financing Corporation Tobacco Settlement Asset-Backed Bonds (Tax Exempt or
Taxable) in one or more series (collectively, the "Bonds"), in an initial aggregate principal amount of not
exceeding $875,000,000 to (i) finance a portion of the costs of acquisition of the right, title and interest to the
remaining forty percent (40%) of the "State Allocation" (as defined in the Act) from and after the date of
delivery of the Bonds (the "Remaining Tobacco Assets"), (ii) fund certain reserves and capitalized operating
expenses, and (iii) pay related costs of issuance of the Bonds; and
WHEREAS, the Bonds are to be issued pursuant to an Indenture to be dated as of June 1, 2015 (the
"Indenture"), or such other date as specified by the Corporation, to be entered into between the Corporation
and the Trustee selected and approved herein by the Corporation; and
WHEREAS, the Board wishes to authorize the preparation of a preliminary offering circular
regarding the Bonds; and
WHEREAS, the Corporation now desires to grant its preliminary authorization of the issuance of the
Bonds at a private, negotiated sale and provide for other matters with respect thereto;
NOW, THEREFORE, BE IT RESOLVED BY THE MEMBERS OF THE BOARD OF THE
TOBACCO SETTLEMENT FINANCING CORPORATION, as follows:
1.

Findings. It is hereby ascertained, determined and declared that:

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 (A)
The Corporation is created under the Act and is authorized under the Act to acquire
from the State the State's right, title and interest in and to a portion of the State's rights under and pursuant
to the master settlement agreement and related documents, including (i) the Master Settlement Agreement,
dated November 23, 1998, among the attorneys general of 46 states, the District of Columbia, the
Commonwealth of Puerto Rico, Guam, the U.S. Virgin Islands, American Samoa and the Territory of the
Northern Marianas and Philip Morris Incorporated, R.J. Reynolds Tobacco Company, Brown & Williamson
Tobacco Corporation and Lorillard Tobacco Company and (ii) the Consent Decree and Final Judgment of
the Fourteenth Judicial District Court for the Parish of Calcasieu of the State of Louisiana, dated December
11, 1998, as the same may be amended or modified, in the case of State of Louisiana v. Philip Morris,
Incorporated, et al. (Index No. 98-6473), including without limitation, the rights of the State to receive the
moneys due to it thereunder.
(B)
The Corporation will purchase the Remaining Tobacco Assets in accordance with
the provisions of the Purchase and Sale Agreement described in numbered paragraph 12 hereof (the "Purchase
and Sale Agreement").
(C)
The Corporation is authorized under the Act to issue bonds and use the proceeds
thereof to pay all or a portion of the cost of acquisition of the Remaining Tobacco Assets.
(D)
It is necessary, advisable, desirable, and in the best interests of the Corporation that
the Bonds be authorized and issued in an amount not to exceed $875,000,000 to finance a portion of the costs
of acquisition of the right, title and interest to the Remaining Tobacco Assets, and neither the faith and credit
of the Corporation, the State or any political subdivision thereof, nor the taxing power of the State or any
political subdivision thereof, is pledged to the payment of the principal or redemption price of, or interest on,
the Bonds.
(E)
The remainder of the cost of the acquisition of the Remaining Tobacco Assets may
be paid to the State in the form of future residual proceeds of the Remaining Tobacco Assets, as represented
by a Residual Certificate.
(F)
The Remaining Tobacco Assets are not now pledged to or encumbered by an
obligation secured on a parity with the Bonds.
(G)
The principal or redemption price of, and interest on, the Bonds and all of the
reserve, sinking fund and other payments provided for in the Indenture will be paid solely from the
Remaining Tobacco Assets purchased by the Corporation and from reserves initially funded with proceeds
of the Bonds, all as provided in the Indenture, and neither the faith and credit of the Corporation, the State
or any political subdivision thereof, nor the taxing power of the State or any political subdivision thereof is
pledged to the payment of the principal or redemption price of, or interest on, the Bonds.
(H)
The Bonds will not be issued until all conditions relating to the issuance of the Bonds
under the Indenture and the Purchase and Sale Agreement have been met or waived by an Authorized Officer.
2.
Terms of the Bonds. (A) The aggregate principal amount of Bonds to be issued shall not
exceed $875,000,000.
(B)
The Bonds of each series shall be initially dated the date of delivery, shall be stated
to mature not later than 40 years after the date of delivery, shall bear interest, payable on May 15 and
November 15 of each year, or on such other dates as determined by the Corporation and the Underwriters
(defined below), beginning on such date as determined by the Corporation and the Underwriters, at a rate or
rates not to exceed 7.5% per annum. The Bonds may also be subject to special mandatory par redemption
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 from excess tax collections and pursuant to mandatory sinking fund redemption and other redemption
provisions to be determined by the Corporation. The Bonds shall be sold at private sale to the underwriter(s)
to be selected at a price not less than 90% of the principal amount thereof.
3.
Employment of Underwriters. The Board hereby employs Citigroup Global Markets Inc.
as senior managing underwriter and Jefferies LLC as co-senior managing underwriter for the Bonds, and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Loop Capital Markets, LLC, Raymond James &
Associates Inc., Seibert Branford Shank & Co. LLC, Southwest Securities, Inc., Stephens Inc. and The
William Capital Group, L.P. to serve as co-managing underwriters for the Bonds (collectively, the
"Underwriters"). No additional underwriters may be employed or appointed without the approvals of said
senior managing underwriter and the majority of this Board.
4.
Employment of Trustee. The Board hereby employs The Bank of New York Mellon Trust
Company, N.A. to serve as a trustee to the Corporation relating to the issuance of the Bonds.
5.
Employment of Co-Bond Counsel. Foley & Judell, L.L.P., New Orleans, Louisiana, and
Hawkins Delafield & Wood, LLP, New York, New York, are hereby employed as co-bond counsel to the
Corporation to do and to perform comprehensive, legal and coordinate professional work with respect to the
issuance and sale of the Bonds. Co-bond counsel shall (i) prepare and submit to the Corporation for adoption
all of the proceedings incidental to the authorization, issuance, sale and delivery of the Bonds, (ii) counsel
and advise the Corporation with respect to the issuance and sale of the Bonds and (iii) furnish their opinion
covering the legality of the issuance thereof.
6.
Employment of Special Counsel. The Board hereby employs Breazeale, Sachse & Wilson,
L.L.P., Baton Rouge, Louisiana, as special counsel with respect to the issuance of certain
bankruptcy/executory contract opinions with respect to the Bonds.
7.
Employment of Econometric Forecast Consultant. The Board hereby approves the
agreement with IHS Global Inc. relating to the use of IHS Global Inc.'s forecast in the preliminary offering
circular and the final offering circular.
8.
Applications. (A) As provided in La. R.S. 39.14, application is hereby made to the State
Bond Commission for approval of the issuance and sale of the Bonds and as provided in La. R.S. 39:12 for
approval of the sale of the Tobacco Assets.
(B)
Application is hereby further made to the Joint Legislative Committee on the Budget
for approval to issue the Bonds and for approval of the sale of the Remaining Tobacco Assets.
(C)
The Legislature is hereby requested to approve the sale of the Remaining Tobacco
Assets once approved by the State Bond Commission and the Joint Legislative Committee on the Budget.
9.
Notice of Intention. The Corporation hereby approves the Notice of Intention to Issue
Bonds in substantially the form attached hereto as Exhibit A, with such additions, insertions, completion
and/or corrections as may be approved by Co-Bond Counsel to the Corporation and authorizes its publication
in the manner required by law.
10.
State Bond Commission Swap Policy. By virtue of the Corporation's application for,
acceptance and utilization of the benefits of the State Bond Commission's approval requested herein, the
Authority understands and agrees that such approval is expressly conditioned upon, and further understands,
agrees and binds itself, its successors and assigns, to full and continuing compliance with the "State Bond
Commission Policy on Approval of Proposed Use of Swaps, or other forms of Derivative Products, Hedges,
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 Etc.," adopted by the Commission on July 20, 2006, as to the borrowing and other matters subject to the
approval, including subsequent application and approval under said Policy of the implementation or use of
any swaps or other products or enhancements covered thereby.
11.
Purchase and Sale Agreement. The Board hereby directs co-bond counsel to prepare a
Purchase and Sale Agreement and to present such Purchase and Sale Agreement for approval at the next
meeting of the Corporation.
12.
Authorization of Offering Circular. The Board hereby authorizes the preparation and
distribution by the Underwriter of the preliminary offering circular in connection with the offering of the
Bonds; provided, however, that neither this Board nor the Corporation makes any representation or warranty,
either express or implied, as to the accuracy or completeness of the information therein (other than
information therein specifically relating to the Corporation.
13.
Preparation of Contracts. The Division of Administration, in consultation with the
Attorney General's office, shall prepare such contracts as shall be deemed necessary to provide for the duties,
responsibilities, obligations and fees and expenses of the Underwriters, co-bond counsel, special counsel and
the econometric forecast consultant, and the Chairperson is hereby authorized to execute such contracts in
the form as shall be approved by the Attorney General in this connection. The signature of the Chairperson
on such contracts is deemed to be conclusive evidence of her due exercise of the authority vested in her
hereunder.
14.
Fees of Professionals. In no event shall the compensation of the professionals outlined
above exceed the respective rates and maximum out-of-pocket reimbursable expenses listed in their respective
contracts that were entered into in connection with the Corporation's Tobacco Settlement Asset-Backed
Refunding Bonds, Series 2013A. No compensation shall be due to any professionals unless and until the
Bonds are delivered. The Chairperson is hereby directed to negotiate all fees payable to the professionals
identified herein provided that such fees do not exceed the amounts set forth in the contracts referenced in
this section.
15.

Effective Date. This Resolution shall take effect immediately upon its approval by the Board.

This resolution having been submitted to a vote, the vote thereon was as follows:
YEAS: Kristy Nichols, Richard McGimsey, Charles Kleckley, Byron Adams, Jr., Christopher
Carver, Ken Broussard, William "Bubba" Raspberry, Wade Thompson and William Lazaro, Jr..
NAYS: John Kennedy.
ABSENT: Barrow Peacock (on behalf of John Alario, Jr.).
NOT VOTING: None.
Whereupon the resolution was declared adopted by the Corporation on March 17, 2015.

_______________________
Secretary-Treasurer

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 EXHIBIT A
NOTICE OF INTENTION TO ISSUE BONDS
Notice is hereby given that the Tobacco Settlement Financing Corporation (the "Corporation")
intends to issue not to exceed $875,000,000 of Tobacco Settlement Asset-Backed Bonds (Tax Exempt or
Taxable) in one or more series (collectively the "Bonds"). The Corporation is a special purpose public
corporate entity and an instrumentality independent of the State of Louisiana (the "State"). The Bonds are
to be issued by the Corporation pursuant to an indenture (the "Indenture") between the Corporation and The
Bank of New York Mellon Trust Company, N.A. The Bonds are being issued to (i) finance a portion of the
costs of acquisition of the right, title and interest to the remaining forty percent (40%) of the State Allocation
(defined below) (the "Remaining Tobacco Assets") from and after the date of delivery of the Bonds, (ii) fund
certain reserves and capitalized operating expenses, and (iii) pay related costs of issuance of the Bonds.
"State Allocation" is defined as the State's right, title and interest in and to all or a portion of the State's rights
under and pursuant to the master settlement agreement and related documents, including (i) the Master
Settlement Agreement, dated November 23, 1998, among the attorneys general of 46 states, the District of
Columbia, the Commonwealth of Puerto Rico, Guam, the U.S. Virgin Islands, American Samoa and the
Territory of the Northern Marianas and Philip Morris Incorporated, R.J. Reynolds Tobacco Company, Brown
& Williamson Tobacco Corporation and Lorillard Tobacco Company and (ii) the Consent Decree and Final
Judgment of the Fourteenth Judicial District Court for the Parish of Calcasieu of the State of Louisiana, dated
December 11, 1998, as the same may be amended or modified, in the case of State of Louisiana v. Philip
Morris, Incorporated, et al. (Index No. 98-6473), including without limitation, the rights of the State to
receive the moneys due to it thereunder.
The Bonds are secured by and payable from (i) the Remaining Tobacco Assets and all investment
earnings on amounts on deposit in certain accounts pledged under the Indenture, (ii) amounts held in a certain
reserve account established under the Indenture and (iii) all amounts, if any, on deposit in certain other
accounts established under the Indenture.
The payments on the Bonds represent a special obligation of the Corporation. The Corporation is
pledging the Remaining Tobacco Assets as security and in trust for the benefit of the Bonds. Payment of the
Bonds is dependent on receipt, by the Trustee, as assignee of the Corporation, of the Remaining Tobacco
Assets. The Corporation has no financial assets other than the State Allocation, the accounts established
under the Indenture and the investment earnings on such accounts.
The Bonds will be issued as term or serial bonds maturing not later than forty (40) years after the date
of delivery. Interest on the Bonds will be payable on each May 15 and November 15, or on such other dates
as determined by the Corporation, at a rate or rates not to exceed 7.5%. The Bonds may be issued as taxexempt or taxable obligations. The Bonds upon original issuance will be dated the date of delivery, will be
in fully registered form, will be of the denomination of $5,000 or any integral multiple thereof within a single
maturity, and are subject to redemption in accordance with the Indenture.
The principal of the Bonds will be payable upon maturity or redemption to the registered owner upon
presentation and surrender of such Bonds at the principal corporate trust office of the Trustee. Interest on the
Bonds will be paid by check or draft dated as of each interest payment date and mailed on the interest
payment date by the Trustee to the person in whose name a Bond is registered at the close of business on the
first calendar day of the month in which the interest payment date is made, or as otherwise provided in the
Indenture. The transfer of the Bonds may be made at the principal corporate trust office of the Trustee. At
the election of the Corporation, the Bonds may be registered in book entry only form, in which event the
provisions governing the book entry only system shall apply to the Bonds and shall supersede any provisions
of the Indenture inconsistent therewith.

 R.S. 39:99.14 provides that after 30 days from the date of publication of notice of intention to issue
the Bonds, such bonds shall be presumed conclusively to be legal and no person may contest the validity of
the Bonds, the provisions of the resolution pursuant to which the Bonds were issued, the security of the
Bonds, or the validity of any other provision or proceeding relating to their authorization and issuance and
no court shall have authority to inquire into such matters. Said statutory provision further provides that bonds
of the Corporation shall not be invalid because of any irregularity or defect in the proceedings or in the
issuance and sale thereof and shall be incontestable in the hands of a bona fide purchaser or holder.
The Bonds will be issued pursuant to resolutions of the Corporation adopted on March 17, 2015 and
subsequent meeting dates, which resolutions are available for inspection at the Office of the State Treasurer,
3rd Floor, State Capitol Building, Baton Rouge, Louisiana, between the hours of 8:00 a.m. and 4:30 p.m. on
weekdays.

TOBACCO SETTLEMENT FINANCING
CORPORATION

By:

/s/ Kristy H. Nichols
Chairperson