Columbus, Georgia

An Ordinance

No. 04-__





AN ORDINANCE OF COLUMBUS, GEORGIA, PROVIDING FOR THE ISSUANCE OF $45,705,000.00

IN PRINCIPAL AMOUNT OF WATER AND SEWERAGE REVENUE REFUNDING BONDS, SERIES 2005,

PURSUANT TO AND IN ACCORDANCE WITH AN ORDINANCE ADOPTED DECEMBER 17, 1985, AS

AMENDED DECEMBER 30, 1986, AS AMENDED JUNE 21, 1988, AS AMENDED SEPTEMBER 3,

1991, AS AMENDED ON JUNE 9, 1992, AS AMENDED ON JUNE 23, 1992, AS AMENDED ON

MAY 4, 1993, AS AMENDED ON APRIL 8, 1997, AS AMENDED ON SEPTEMBER 15, 1998, AS

AMENDED ON OCTOBER 9, 2001, AS AMENDED ON NOVEMBER 6, 2001, AS AMENDED ON

NOVEMBER 5, 2002, AND AS AMENDED ON JANUARY 7, 2003, FOR FINANCING IN WHOLE OR

IN PART THE COST OF CERTAIN ADDITIONS, EXTENSIONS AND IMPROVEMENTS TO THE WATER

AND SEWERAGE SYSTEM OF COLUMBUS, GEORGIA AND FOR FINANCING THE COST OF

REFUNDING THE SERIES 1997 BONDS MATURING MAY 1, 2011 AND THEREAFTER;

REAFFIRMING AND ADOPTING ALL APPLICABLE TERMS, COVENANTS, PROVISIONS AND

CONDI-TIONS OF SAID 1985 ORDINANCE, AS AMENDED; ENLARGING THE SCOPE OF OTHER

TERMS, COVENANTS AND PROVISIONS FOR SAID REVENUE BONDS; PROVIDING FOR THE

CREATION OF CERTAIN FUNDS AND THE REMEDIES OF THE HOLDERS OF SAID BONDS;

PROVIDING FOR THE ISSUANCE UNDER CERTAIN TERMS OF ADDITIONAL PARI PASSU WATER

AND SEWERAGE REVENUE BONDS ON A PARITY WITH THE SERIES 1985 BONDS, SERIES 1988

BONDS, SERIES 1991 BONDS, SERIES 1992 BONDS, SERIES 1993 BONDS, SERIES 1997

BONDS, SERIES 1998 BONDS, SERIES 2002 BONDS, SERIES 2003 BONDS AND SERIES 2005

BONDS; AND FOR OTHER PURPOSES:





WHEREAS, under authority of the Revenue Certifi-cate Law of 1937 now the

?Revenue Bond Law? (O.C.G.A. Section 36-82-60 (1982) and the amendment to the

Charter of the City of Columbus (Ga. Laws 1956, p. 2525), the City by ordinance

of June 5, 1956, combined its water and sewerage systems into one

revenue-producing undertaking; and



WHEREAS, pursuant to an amendment of Article XI, Section I, Paragraph VII, of

the Constitution of Georgia of 1945 (Ga. Laws 1968, p. 1508 et seq., duly

ratified November 5, 1968), the General Assembly of the State of Georgia duly

created the Muscogee County Charter Commission and authorized the consolidation

of the City of Columbus and County of Muscogee, the drafting of a Charter for

such consolidated government and the submission of the same to the voters (Ga.

Laws 1969, p. 3571, et seq.); and



WHEREAS, said Charter Commission duly performed its function under said

constitutional amendment and act of the legislature, and submitted to the

voters of the City of Columbus and County of Muscogee a proposed Charter which

was duly ratified by a majority of the qualified voters voting in the City of

Columbus and County of Muscogee on May 27, 1970; and which became effective

January 1, 1971; and



WHEREAS, the General Assembly of the State of Georgia has ratified, confirmed,

enacted and incorporated said Charter into the Acts of the General Assembly

(Act Number Ex-2, signed October 5, 1971; Ga. Laws Extraordinary Session 1971,

p. 2007 et seq., as amended by Act Number Ex-3, signed October 5, 1971; Ga.

Laws Extraordinary Session 1971, p. 2133 et seq.); and



WHEREAS, under the authority of the Revenue Bond Law and pursuant to the

provisions of an ordinance of December 17, 1985 (the ?1985 Ordinance?), as

amended by an ordinance of December 30, 1986 (the ?1986 Ordinance?), as amended

by an ordinance of June 21, 1988 (the ?1988 Ordinance?), as amended by an

ordinance of September 3, 1991 (the ?1991 Ordinance?), as amended by an

ordinance of June 9, 1992, as amended June 23, 1992 (the ?1992 Ordinance?), as

amended by an ordinance of May 4, 1993 (the ?1993 Ordinance?), as amended by an

ordinance of April 8, 1997 (the ?1997 Ordinance?), as amended by an ordinance

of September 15, 1998 (the ?1998 Ordinance?), as amended by an ordinance of

October 9, 2001, as supplemented on November 6, 2001 (the ?2002 Ordinance?),

and as amended by an ordinance of November 5, 2002, as supplemented on January

7, 2003 (the ?2003 Ordinance?) (hereinafter sometimes collectively referred to

as the ?Prior Ordinance?), Columbus, Georgia has issued and delivered

$44,440,000 in original principal amount of Series 1985 Bonds (all of which

have been paid in full) (the ?Series 1985 Bonds?), $13,480,000 in original

principal amount of Series 1986 Bonds (all of which have been paid in full)

(the ?Series 1986 Bonds?), $20,000,000 in original principal amount of Series

1988 Bonds (all of which have been paid in full) (the ?Series 1988 Bonds?),

$41,850,000 in original principal amount of Series 1991 Bonds (all of which

have been paid in full) (the ?Series 1991 Bonds?), $50,195,000 in original

principal amount of Series 1992 Bonds (all of which have been paid in full)

(the ?Series 1992 Bonds?), $56,935,000 in original principal amount of Series

1993 Bonds (all of which have been paid in full) (the ?Series 1993 Bonds?),

$12,500,000 in original principal amount of Series 1997 Bonds (all of which are

outstanding) (the ?Series 1997 Bonds?), $2,365,000 in original principal amount

of Series 1998 Bonds ($1,525,000 of which are outstanding) (the ?Series 1998

Bonds?), $37,120,000 in original principal amount of Series 2002 Bonds

($32,095,000 of which are outstanding) (the ?Series 2002 Bonds?), and

$50,865,000 in original principal amount of Series 2003 Bonds ($50,105,000 of

which are outstanding) (the ?Series 2003 Bonds?) (hereinafter sometimes

collectively referred to as the ?Prior Bonds?) having a first lien on the net

revenues of the water and sewerage system; and



WHEREAS, pursuant to the Acts of the General Assembly of Georgia (Ga. Laws

1902, p. 370 et seq., as amended; Ga. Laws 1929, p. 978 and Ga. Laws 1956, p.

2525 et seq.) the ?Board of Water Commissioners? of the City of Columbus was

created to supervise and control the building, construction, operation and

management of the water works system and all water and sewerage facilities of

said city within and without its corporate limits in the County of Muscogee,

said Board being charged with exclusive jurisdiction, control and management of

all water and sewerage facilities, with powers, including but not limited to,

the power to establish and charge reasonable rates, to combine and operate the

water and sewerage systems as one revenue producing undertaking, and to charge

separately or col-lectively for such services; and



WHEREAS, pursuant to the legislative authority aforesaid the Board of Water

Commissioners has undertaken to provide water and sewer services within

Muscogee County; and



WHEREAS, the Charter of Columbus, Georgia provides in part:



?Seq. 4-600. Board of Water Commissioners; Laws Continued in Force; Terms

Construed.



(1) On the effective date of this Charter, the Board of Water Commissioners,

established pursuant to an Act of the General Assembly of Georgia, approved

December 3, 1902 (Ga. L. 1902, p. 370 et seq.), as amended, shall continue its

operations without interruption resulting from the adoption of this Charter and

said Act as now or hereafter amended is hereby continued in unimpaired force

and effect; provided, however, that as used in said Act the terms ?City of

Columbus? or ?Muscogee County? shall be construed to mean Columbus, Georgia,

and the term ?Mayor and Board of Aldermen? shall mean ?Council of Columbus,

Georgia?; and



WHEREAS, the ?Department of Utilities? created by said Charter is under the

control and supervision of the Board of Water Commissioners (Seq. 4-502); and



WHEREAS, the Board of Water Commissioners continues to exercise all of its

powers and duties provided under the act of the General Assembly of Georgia

approved December 3, 1902 (Ga. L. 1902, p. 370 et seq.) as amended; and



WHEREAS, in anticipation of the need to make further improvements, alterations,

additions and extensions to the Columbus, Georgia water and sewerage system,

Article V, Section 508 of the Prior Ordinance provided for the issuance by

Columbus, Georgia (the ?Issuer?) of additional revenue bonds or obligations

from time to time having as their security the same lien on the revenues of the

water and sewerage system as the Prior Bonds, provided all of the following

conditions are met:



[All capitalized terms are defined in the 1985 Ordinance.]



?(a) The Secretary of the Columbus Water Works shall certify that none of the

bonds outstanding hereunder are in default as to principal and interest and

that the Issuer is in substantial compliance with the terms and conditions of

this Ordinance.



(b) An independent certified public accountant, or firm thereof, shall certify

in triplicate to the governing authority of the Issuer and the Board of Water

Commissioners that the payments covenanted to be made into the Sinking Fund,

including the Reserve Account therein, as the same may have been enlarged and

extended in any proceedings authorizing the issuance of any additional parity

bonds, are currently being made in the full amount as required and said

accounts are at their proper balances.



(c) An independent certified public accountant, or firm thereof, shall certify

in triplicate to the governing authority of the Issuer and the Board of Water

Commissioners that the Net Earnings of the System for a period of twelve (12)

consecutive months out of the period of twenty-four (24) consecutive months

preceding the month of adoption of the proceedings authorizing the issuance of

such additional bonds have been equal to at least 1.25 times the highest

combined Principal and Interest Requirement for any succeeding sinking fund

year on the Series 1985 Bonds and any issue or issues of additional parity

bonds then outstanding and on the bonds proposed to be issued.



In lieu of the foregoing procedure, the Board of Water Commissioners, upon

compliance with the requirements of paragraphs (a), (b), (d) and (e) of this

Section 508, may issue additional parity bonds if a new schedule of rates,

tolls, fees and charges for the services and facilities furnished by the System

shall have been adopted at least sixty (60) days prior to the adoption of the

proceedings authorizing the issuance of such additional parity bonds and an

independent certified public accountant, or firm thereof, shall certify in

triplicate to the governing authority of the Issuer and the Board of Water

Commissioners that had this new rate schedule been in effect during the period

described in the first sentence of the preceding paragraph the Net Earnings of

the System would have equaled the requirements of the above formula.



(d) The governing authority of the Issuer shall pass proper proceedings

reciting that all of the above requirements have been met, shall authorize the

issuance of said bonds and shall provide in such proceedings, among other

things, the date such bonds shall bear, the rate or rates of interest on such

parity bonds, maturity dates and redemption provisions. The interest on the

bonds of any such issue shall fall due on May 1 or November 1 of each year, and

the bonds shall mature in installments on November 1, but, as to principal, not

necessarily in each year or in equal installments. Any such proceeding or

proceedings shall require the Issuer to increase the monthly payments then

being made into the Sinking Fund to the extent necessary to provide for the

payment of the principal of and the interest on the bonds of this series and on

all such parity bonds therewith then outstanding and on the bonds proposed to

be issued as the same mature in the then current sinking fund year, and to

deposit within the Reserve Account on the date of issuance of such additional

parity bonds an amount (either in cash or by increasing the aggregate amount

available under Debt Service Reserve Surety Bonds) at least equal to the then

applicable Reserve Requirement, and to thereafter maintain the Reserve Account

equal to the Reserve Requirement. Any such proceeding or proceedings shall

restate and reaffirm, by reference, all of the applicable terms, conditions and

provisions of this Ordinance.



(e) Such additional bonds or obligations and all proceedings relative thereto,

and the security therefor, shall be validated as prescribed by law.?



WHEREAS, Public Financial Management, Atlanta, Georgia, has recommended to

Columbus, Georgia that due to present market conditions and in order to achieve

certain debt service savings Columbus, Georgia should take such steps as may be

necessary to refund the Series 1997 Bonds maturing May 1, 2011 and thereafter,

and to call such Series 1997 Bonds for redemption on the earliest applicable

call date for such Series 1997 Bonds, November 1, 2007; and



WHEREAS, it has been determined that the refunding of the Series 1997 Bonds

maturing May 1, 2011 and thereafter, in the aggregate principal amount of

$12,500,000 should be accomplished by making due and legal provision for the

payment of the interest on the principal amount thereof as same becomes due and

payable on November 1, 2007, and for the redemption on November 1, 2007, of

said Series 1997 Bonds maturing May 1, 2011 and thereafter, by payment of the

principal amount thereof together with a premium of 2% thereon; and



WHEREAS, from the proceeds derived from the sale of the Series 2005 Bonds

hereinafter authorized to be issued, a sufficient sum will be deposited,

simultaneously with the issuance and delivery of the Series 2005 Bonds, with

U.S. Bank, National Association, as paying agent of the Series 1997 Bonds (in

such capacity, the ?Series 1997 Paying Agent?) and as escrow agent (in such

capacity, the ?Escrow Agent?), to be used and applied toward the cost of

acquiring certain direct obligations of the United States of America, which

direct obligations together with the revenue derived therefrom, will be used

and applied toward the cost of refunding the Series 1997 Bonds maturing May 1,

2011 and thereafter, as aforesaid, all as hereinafter provided; and



WHEREAS, in addition to the aforesaid refunding of the Series 1997

Bonds maturing May 1, 2011 and thereafter, it appears that it is also now

necessary and essential to make further improvements, alterations, additions

and extensions to the Columbus, Georgia water and sewerage system, and after

consideration, it is deemed advisable at this time to make such improvements,

alterations, additions and extensions at a cost of approximately $32,047,468.95

all in, or substantially in, accordance with the recommendations and plans of

the Engineering Report by Jordan, Jones & Goulding, Inc., Norcross, Georgia

(the ?Engineering Report?) and the Cost of Service Study by Raftelis Financial

Consulting, PA, Charlotte, North Carolina (the ?Cost of Service Study?), which

are on file in the office of the Board of Water Commissioners, true copies of

which recommendations and plans are by reference incorporated herein and made a

part of this ordinance; and



WHEREAS, in connection with the aforesaid (i) refunding of the Series 1997

Bonds maturing May 1, 2011 and thereafter and (ii) the financing, in whole or

in part, the costs of certain additions, extensions and improvements to the

water and sewerage system, Columbus, Georgia will enter into the Bond Purchase

Agreement (the ?Bond Purchase Agreement?) with Merchant Capital, L.L.C. and

SunTrust Capital Markets, Inc, as underwriters (the ?Underwriters?); and



WHEREAS, in connection with the aforesaid (i) refunding of the Series 1997

Bonds maturing May 1, 2011 and thereafter and (ii) the financing, in whole or

in part, the costs of certain additions, extensions and improvements to the

water and sewerage system, Columbus, Georgia will prepare the Preliminary

Official Statement (the ?Preliminary Official Statement?) and the Official

Statement (the ?Official Statement?); and



WHEREAS, Columbus, Georgia would like to purchase a municipal bond insurance

policy (the ?Policy?) issued by ______________ (the

Bond Insurer?) to guarantee the principal of and interest on the Series 2005

Bonds when due; and



WHEREAS, the Prior Bonds are the only presently outstanding obligations having

as security for the payment thereof and interest thereon a lien on the revenues

of the water and sewerage system; and



WHEREAS, Columbus, Georgia is complying and will comply in all respects with

the Prior Ordinance, and is making the monthly payments into the ?Water and

Sewerage System Sinking Fund? as required by the Prior Ordinance; and



WHEREAS, it appears that the most feasible plan to accomplish the refunding of

the Series 1997 Bonds and the needed improvements, alterations, additions and

extensions, is by the issuance and sale of additional water and sewerage

revenue bonds payable from the revenues of the water and sewerage system pari

passu with the Prior Bonds; and



WHEREAS, as required by the Prior Ordinance (i) the Secretary of Columbus Water

Works has certified that none of the Bonds outstanding is in default as to

principal or interest and that Columbus, Georgia is in substantial compliance

with the terms and conditions of the Prior Ordinance; (ii) Fountain, Arrington,

Bass, Mercer & Lee, P.C., Columbus, Georgia, have certified that the payments

covenanted to be made in Section 502(2) of Article V of the Prior Ordinance,

are current in the full amounts required and the accounts and funds are at

their proper balances; and (iii) Fountain, Arrington, Bass, Mercer & Lee, P.C.,

Columbus, Georgia, assuming that the current rate schedule was in effect during

the test period, have certified that the Net Earnings of the System for a

period of twelve (12) consecutive months out of the period of twenty-four (24)

consecutive months preceding the month of adoption of this ordinance would have

been at least equal to one and twenty-five hundredths (1.25) times the highest

combined principal and interest requirement for any succeeding Sinking Fund

Year on the Prior Bonds and the bonds herein authorized to be issued.



NOW, THEREFORE, BE IT ORDAINED that all terms, conditions and covenants of the

Prior Ordinance, shall remain in full force and effect and nothing contained

herein shall be construed as adversely affecting the rights and interests of

the holders of the Prior Bonds.



BE IT FURTHER ORDAINED by the Council of Columbus, Georgia, and it is hereby

ordained by authority of the same, that the $12,500,000 principal amount of

Columbus, Georgia Water and Sewerage Revenue Bonds, Series 1997 maturing May 1,

2011 and thereafter, be and the same are hereby called for redemption on

November 1, 2007, at a redemption price of 102% of the principal amount thereof

plus accrued interest.



BE IT FURTHER ORDAINED by the authority aforesaid and it is hereby ordained by

authority of the same, that immediately upon the issuance of the Series 2005

Bonds and again not less than thirty (30) days nor more than sixty (60) days

prior to the redemption date, a notice of the call for redemption of said

Series 1997 Bonds signed by an officer of the Series 1997 Paying Agent, on

behalf of Columbus, Georgia shall be mailed postage prepaid to all registered

owners of said Series 1997 Bonds to be redeemed at the addresses which appear

on the respective bond registration book for such Series 1997 Bonds, which

notices shall be in substantially the form set forth in the Escrow Deposit

Agreement, dated the date of issuance and delivery of the Series 2005 Bonds, by

and between Columbus, Georgia, the Series 1997 Paying Agent and the Escrow

Agent (the ?Escrow Deposit Agreement?).



BE IT FURTHER ORDAINED by the authority aforesaid, and it is hereby ordained by

authority of the same, that in connection with the aforesaid refunding of the

Series 1997 Bonds maturing May 1, 2011 and thereafter, that Columbus, Georgia

enter into the Escrow Deposit Agreement on the date of the issuance and

delivery of the Series 2005 Bonds herein authorized to be issued, and the

Escrow Deposit Agreement be and the same is hereby approved and the Mayor of

Columbus, Georgia be and is hereby authorized and directed to execute the

Escrow Deposit Agreement for and on behalf of Columbus, Georgia and the Clerk

of Columbus, Georgia be and is hereby authorized and directed to attest same

and impress the official seal of Columbus, Georgia thereon.



BE IT FURTHER ORDAINED by the authority aforesaid and it is hereby ordained by

authority of the same that, simultaneously with the issuance and delivery of

the Series 2005 Bonds herein authorized to be issued, a sufficient sum derived

from the sale of the Series 2005 Bonds, shall be deposited with the Escrow

Agent under the Escrow Deposit Agreement, to pay the cost of acquiring certain

general and direct obligations of the United States of America (the ?Government

Obligations?), which shall be deposited in trust with the Escrow Agent under

the Escrow Deposit Agreement. The Government Obligations and the income derived

from the Government Obligations shall be subject to a lien and charge in favor

of the owners of the Series 1997 Bonds maturing May 1, 2011 and thereafter, and

shall be held for the security of such owners until used and applied as

hereinafter and in the Escrow Deposit Agreement provided.



BE IT FURTHER ORDAINED by the authority aforesaid, and it is hereby ordained by

authority of the same, that the principal of and the income derived from the

Government Obligations so deposited in trust with the Escrow Agent, as same

mature have been calculated as being sufficient and shall be used to refund the

Series 1997 Bonds maturing May 1, 2011 and thereafter.



BE IT FURTHER ORDAINED by the authority aforesaid, and it is hereby ordained by

authority of the same, that in connection with the aforesaid (i) refunding of

the Series 1997 Bonds maturing May 1, 2011 and thereafter and (ii) the

financing, in whole or in part, the costs of certain additions, extensions and

improvements to the water and sewerage system, Columbus, Georgia enter into the

Bond Purchase Agreement, and the Bond Purchase Agreement substantially in the

form presented at the meeting on December 21, 2004, with such changes

insertions and omissions as may be approved by the Mayor of Columbus, Georgia,

be and the same is hereby approved and the Mayor of Columbus, Georgia be and is

hereby authorized and directed to execute and deliver the Bond Purchase

Agreement for and on behalf of Columbus, Georgia and the Clerk of Columbus,

Georgia be and is hereby authorized and directed to attest same and impress the

official seal of Columbus, Georgia thereon.



BE IT FURTHER ORDAINED by the authority aforesaid, and it is hereby ordained by

authority of the same, that in connection with the aforesaid (i) refunding of

the Series 1997 Bonds maturing May 1, 2011 and thereafter and (ii) the

financing, in whole or in part, the costs of certain additions, extensions and

improvements to the water and sewerage system, that the Preliminary Official

Statement substantially in the form present to the meeting on December 21, 2004

is hereby approved and that the use and distribution of the Preliminary

Official Statement, subject to such changes, insertions or omissions as may be

approved by the Mayor of Columbus, Georgia are hereby authorized. The Official

Statement shall be in substantially the same form as the Preliminary Official

Statement with such changes, insertions or omissions as may be approved by the

person executing the same. The execution of the Official Statement by the

Mayor of Columbus, Georgia, as hereby authorized shall be conclusive evidence

of the approval of any such changes. Columbus, Georgia, hereby authorizes the

Mayor of Columbus, Georgia to deem the Preliminary Official Statement final,

except for ?Permitted Omissions,? as of its date for purposes of Rule 15c2-12

promulgated under the Securities Exchange of 1934, as amended (the ?Rule?). As

used herein, ?Permitted Omissions? shall mean the offering price(s), interest

rate(s), selling compensation, aggregate principal amount, principal amount per

maturity, delivery dates, ratings, the identity of the purchaser or bond

insurer and other terms of the Series 2005 Bonds and any underlying obligations

depending on such matters, all with respect to the Series 2005 Bonds and any

underlying obligations. The execution and delivery of the ?deemed final?

certificate required by the Rule are hereby authorized and approved. The

execution of the ?deemed final certificate? by the Mayor of Columbus, Georgia,

as hereby authorized shall be conclusive evidence of the approval of any

changes to the Preliminary Official Statement. The execution, delivery and

performance of the Continuing Disclosure Certificate summarized in the

Preliminary Official Statement are hereby authorized and approved.



NOW, THEREFORE, BE IT FURTHER ORDAINED THAT:



ARTICLE I - DEFINITIONS



Section 1. Except as provided in Section 2 of this Article I, all of the

applicable terms defined in Article I of the Prior Ordinance, are hereby

declared appli-cable to and are broadened and extended so as to cover the bonds

of this issue and are hereby ratified and reaffirmed as so broadened and

extended and said terms shall apply, for all purposes, to the bonds of this

issue as if said bonds had been originally issued under authority of the Prior

Ordinance, simultaneously with the Prior Bonds.



Section 2. The meaning of the following terms as used and defined in Article

I of the Prior Ordinance are hereby amended to include the following:



?Cost of Service Study? shall mean the report and recommendations of Raftelis

Financial Consulting, PA, Charlotte, North Carolina, entitled Cost of Service

Study, same being approved and ratified and by reference incorporated herein

and made a part hereof.



?Engineering Report? shall mean the report and recommendations of Jordan, Jones

& Goulding, Inc., Norcross, Georgia, entitled Engineering Report, dated

November, 2004, same being approved and ratified and by reference incorporated

herein and made a part hereof.



?Reserve Requirement? means (i) from the date of issuance and delivery of the

Series 2005 Bonds to and including the sinking fund year ending May 1, 2009,

the highest Principal and Interest requirement in the then current or any

succeeding sinking fund year, and (ii) commencing with the sinking fund year

beginning May 2, 2010, the Principal and Interest Requirement in the then

current sinking fund year.



?Accreted Value? means means, with respect to each $5,000 in Maturity Value of

a Capital Appreciation Bond: (a) as of any Valuation Date, the amount set

forth in the Schedule of Accreted Value attached hereto as Exhibit A as the

Accreted Value of such $5,000 in Maturity Value as of such Valuation Date; and

(b) as of any date other than a Valuation Date, the sum of (i) the Accreted

Value on the preceding Valuation Date and (ii) the product of (1) a fraction,

the numerator of which is the number of days having elapsed from the preceding

Valuation Date and the denominator of which is the number of days from such

preceding Valuation Date to the next succeeding Valuation Date, calculated

based on the assumption that Accreted Value accrues during any semi-annual

period in equal daily amounts on the basis of a year of twelve thirty-day

months, and (2) the difference between the Accreted Values for such Valuation

Dates.



?Authorized Denominations? means, with respect to Capital Appreciation Bonds, a

minimum denomination of $5,000 in Maturity Value and any integral multiple

thereof; and, with respect to the remaining Series 2005 Bonds, a minimum

denomination of $5,000 and any integral multiple thereof.]

?Capital Appreciation Bond? means a Series 2005 Bond as to which interest is

compounded on each Valuation Date therefor and is payable only at the maturity

or prior redemption thereof.



?Maturity Value? means, with respect to a Capital Appreciation Bond, the amount

payable to the Holder of such Capital Appreciation Bond on its maturity date.



?Valuation Date? means, with respect to any Capital Appreciation Bond, the date

or dates reflected on the Schedule of Accreted Values on which specific

Accreted Values are assigned to such Capital Appreciation Bond.



Section 3. The term ?Series 2005 Bonds? shall mean the bonds issued pursuant to

this ordinance.





ARTICLE II - AUTHORIZATION, FORM AND REGISTRATION OF BONDS



Section 1. Under the authority of the Revenue Bond Law, as amended (O.C.G.A.

Section 36-82-60 (1982)), the Charter of Columbus, Georgia and the Prior

Ordinance, there be, and there is hereby authorized to be issued Water and

Sewerage Revenue Refunding Bonds of Columbus, Georgia in the principal amount

of $45,822,468.95 (i) to finance the refunding of the Series 1997 Bonds

maturing May 1, 2011 and thereafter; (ii) to finance, in whole or in part, the

costs of certain additions, extensions and improvements to the water and

sewerage system, Columbus, Georgia and acquiring the necessary property

therefore, both real and personal, and (iii) to pay expenses incident thereto,

in accordance or substantially in accordance with said Engineering Report and

Cost of Service Study, and said Series 2005 Bonds shall be payable solely from

a special fund heretofore created and designated ?Columbus, Georgia Water and

Sewerage System Sinking Fund? (hereinafter sometimes referred to as the

?Sinking Fund?), and all of the covenants, agreements and provisions of the

Prior Ordinance and this ordinance shall be for the equal and proportionate

benefit and security of all holders of the Prior Bonds, the Series 2005 Bonds

and any Additional Bonds.



Section 2.



(a) The Series 2005 Bonds shall be designated ?Columbus, Georgia Water and

Sewerage Revenue Refunding Bonds, Series 2005? (hereinbefore and hereinafter

sometimes referred to as ?Series 2005 Bonds?), payable May 1, 2005 and

semi-annually there-after on the lst days of May and November in each year, and

the principal shall mature on the lst day of May in the years and in the

amounts as follows:



Year Principal Amount Interest Rate



[(b) The Series 2005 Capital Appreciation Bonds shall mature on May 1 of the

years and in the Maturity Values and shall be issued in the Original Principal

Amounts as set out below:

Maturity Date Original^ Price per $5,000 in

(May 1) Principal Amount ^Maturity Value





For the purposes of (i) receiving payment of the Redemption Price if a Capital

Appreciation Bond is redeemed prior to maturity, (ii) receiving payment of a

Capital Appreciation Bond if the principal of all Series 2005 Bonds is declared

immediately due and payable following an Event of Default, or (iii) computing

the principal amount of Series 2005 Bonds held by the registered owner of a

Capital Appreciation Bond in giving to Columbus, Georgia any notice, consent,

request, or demand pursuant hereto for any purpose whatsoever, the then current

Accreted Value of such Series 2005 Bond shall be deemed to be its principal

amount. Notwithstanding any other provision hereof, the amount payable at any

time with respect to the principal of and interest on any Capital Appreciation

Bond shall not exceed the Accreted Value thereof at such time. For purposes of

receiving payment of the Redemption Price or principal of a Capital

Appreciation Bond called for redemption prior to maturity or the principal of

which has been declared to be immediately due and payable, the difference

between the Accreted Value of such Series 2005 Bond when the Redemption Price

or principal thereof is due and the principal of such Series 2005 Bond on the

date such Capital Appreciation Bond was first issued shall be deemed not to be

accrued and unpaid interest thereon.]



The Series 2005 Bonds as originally issued shall be dated January 13, 2005.

Each Series 2005 Bond issued in exchange for a Series 2005 Bond as originally

issued or upon registration of transfer thereof shall be dated the date of its

exchange or registration of transfer (the ?Bond Date?).



The Series 2005 Bonds shall be lettered and numbered from R-1 upwards in order

of issuance according to the records maintained by SunTrust Bank, Atlanta,

Georgia, as paying agent and bond registrar (the ?Bond Registrar?).



The Series 2005 Bonds shall, except as provided in this Section, bear interest,

payable semi-annually on May 1 and November 1 (each an ?Interest Payment Date?)

of each year, commencing on May 1, 2005, from the Interest Payment Date next

preceding the date of authentication of such Series 2005 Bond to which interest

on the Series 2005 Bonds has been paid, unless the date of authentication of

such Series 2005 Bond is an Interest Payment Date to which interest has been

paid, in which case from the date of such Series 2005 Bond, or unless no

interest has been paid on the Series 2005 Bonds, in which case from January 13,

2005, or unless such Series 2005 Bond is authenticated after a Record Date and

before the related Interest Payment Date, in which case from such Interest

Payment Date.



The person in whose name any Series 2005 Bond is registered at the close of

business on any Record Date (as hereinafter in this Section defined) with

respect to any Interest Payment Date shall be entitled to receive the interest

payable on such Interest Payment Date notwith-standing any registration of

transfer or exchange subsequent to such Record Date and prior to such Interest

Payment Date. The term ?Record Date? as used in this Section with respect to

any Interest Payment Date shall mean the fifteenth day of the calendar month

next preceding such Interest Payment Date.



The principal of and interest on the bonds shall be payable in any coin or

currency of the United States of America, which at the time of payment is legal

tender for the payment of public and private debts. The principal of the

Series 2005 Bonds shall be payable upon the presentation and surrender of the

Series 2005 Bonds at the principal corporate trust office of SunTrust Bank,

Atlanta, Georgia, as paying agent. The interest on the Series 2005 Bonds shall

be paid by first class mail to respective owners of the Series 2005 Bonds at

their addresses as they appear on the bond register kept by the Bond Registrar.



The Series 2005 Bonds shall be issued as fully registered bonds in the

denomination of $5,000 or any integral multiple thereof and substantially in

the form set forth hereinafter with such variations, omissions, substitutions

and insertions as are therein required or permitted.



The Series 2005 Bonds may be issued as one bond with annual maturities if

requested by the bond purchaser.



Section 3. The Series 2005 Bonds shall be executed with the manual or

facsimile signature of the Mayor of Columbus, Georgia and attested by the

manual or facsimile signature of the Clerk of Council or his duly authorized

Deputy, approved as to form and correctness by the City Attorney, and the

corporate seal of Columbus, Georgia shall be printed thereon. In case any

officer whose signature shall appear on the bonds shall cease to be such

officer before delivery of such bonds, such signature shall nevertheless be

valid and sufficient for all purposes the same as if such officer had remained

in office until delivery. If any bond shall become mutilated, Columbus,

Georgia, in its discretion and at the expense of the owner of such bond shall

execute by the officers then in office and deliver a new bond of like tenor in

exchange and sub-stitution for such mutilated bond and the owner shall give

indemnity satisfactory to Columbus, Georgia. If any bond shall become lost,

destroyed or wrongfully taken, evidence of such loss, destruction or wrongful

taking within a reason-able time thereafter may be submitted to Columbus,

Georgia and if such evidence shall be satisfactory to them and indemnity of a

character and in an amount satisfactory to them shall be given, then Columbus,

Georgia shall at the expense of the owner execute by its officers then in

office and deliver a new bond of like tenor. The facsimile signa-ture of the

Clerk of Council shall be used to certify the authenticity of a true and

correct copy of the legal opinion to be rendered by King & Spalding, LLP Bond

Counsel, which opinion is to be printed on the Series 2005 Bonds.



Section 4. Only such Bonds as shall have endorsed thereon a certificate of

authentication substantially in the form hereinafter set forth executed by the

Bond Registrar shall be entitled to any right or benefit hereunder. No Bond

shall be valid or obligatory for any purpose unless and until such certificate

of authentication shall have been executed by the Bond Registrar, and such

executed certificate of the Bond Registrar upon any such Bond shall be

conclusive evidence that such Bond has been authenticated and delivered

hereunder. Said certificate of authentication on any Bond shall be deemed to

have been executed by the Bond Registrar if signed by an authorized officer of

the Bond Registrar, but it shall not be necessary that the same officer sign

the certificate of authentication on all of the Bonds issued hereunder.



Section 5. The bonds of this issue, the form of assignment, the form of

authentication certificate and the certificate of validation to be endorsed

upon the bonds, shall be in substantially the following forms, with such

variations, omissions and insertions as are required or permitted by this

ordinance, to-wit:



(FORM OF BOND)



UNITED STATES OF AMERICA



STATE OF GEORGIA



COLUMBUS, GEORGIA

WATER AND SEWERAGE REVENUE REFUNDING BOND

SERIES 2005



No. R-1



Maturity Date: ____________ Interest Rate: _______% Per Annum



Bond Date: January 13, 2005



Registered Owner: ____________



Principal Sum: $___________





FOR VALUE RECEIVED, Columbus, Georgia, a body politic and corporate, a

political subdivision of the State of Georgia, and a public corporation, hereby

promises to pay solely from the special fund provided therefor, as herein-after

set forth, to the registered owner named above, or registered assigns, the

principal sum specified above on the Maturity Date (specified on the face of

this bond), unless redeemed prior thereto as hereinafter provided, upon

presentation and surrender hereof at the principal corporate trust office of

SunTrust Bank, Atlanta, Georgia, as Paying Agent (the ?Paying Agent?) and to

pay, solely from said special fund, to the registered owner, interest on such

principal sum, at the interest rate per annum specified on the face of this

bond, payable on May 1, 2005, and semiannually thereafter on the first day of

May and the first day of November of each year, from the interest payment date

next preceding the date of authentication hereof to which interest has been

paid (unless the date hereof is prior to May 1, 2005, in which event from

January 13, 2005, or unless the date of authentication hereof is May 1, 2005,

on any May 1 or November 1 there-after to which interest has been paid, in

which event from the date of authentication hereof, or unless no interest has

been paid on this bond, in which case from January 13, 2005, or unless this

bond is authenticated after a Record Date (hereinafter defined) and before the

related Interest Payment Date (hereinafter defined), in which case from such

Interest Payment Date), until payment of such principal sum in full.



The interest so payable on any such May 1 or November 1 (each an ?Interest

Payment Date?) will be paid to the person in whose name this bond is registered

at the close of business on the fifteenth day of the calendar month preceding

such Interest Payment Date (the ?Record Date?). Both the principal of and

interest on this bond are payable in any coin or currency of the United States

of America which at the time of payment is legal tender for the payment of

public and private debts.



This bond is one of an issue of like date, tenor and effect (except as to

numbers, interest rates and dates of maturity), aggregating in principal amount

the sum of $45,822,468.95 issued for the purpose of (i) financing the cost of

refunding the Columbus, Georgia Water and Sewerage Revenue Bonds, Series 1997

maturing May 1, 2011 and thereafter, (ii) financing, in whole or in part, the

costs of certain additions, extensions and improvements to the water and

sewerage system, Columbus, Georgia and acquiring the necessary property

therefore, both real and personal, and (iii) to pay expenses incident thereto,

and is issued under authority of the Constitution of the State of Georgia, the

Revenue Bond Law (O.C.G.A. Section 36-82-60 (1982) et seq.), as amended, and

the Charter of Columbus, Georgia (Georgia Laws Extra Session 1971, p. 2007 et

seq., as amended) and was duly authorized by Ordinances of the Council of

Columbus, Georgia, adopted on December 17, 1985, December 30, 1986, June 21,

1988, September 3, 1991, June 9, 1992 (as amended on June 23, 1992), May 4,

1993, April 8, 1997, September 15, 1998, October 9, 2001 (as amended on

November 6, 2001), November 5, 2002 (as amended on January 7, 2003) and

December 21, 2004 (hereinafter collectively referred to as the ?Ordinances?).

The bonds of this issue shall stand on a parity with, and shall be secured by

the same lien on the revenues of the Water and Sewerage System of Columbus,

Georgia (the ?System?) as the $83,725,000 in outstanding principal amount of

the Series 1998 Bonds, the Series 2002 Bonds and the Series 2003 Bonds

heretofore issued (said 1998 issue, 2002 issue, the 2003 issue and the bonds of

this issue, being hereinafter collectively referred to as the ?obligations?).

In addition to the aggregate principal amount of the obligations, Columbus,

Georgia may, under certain terms and conditions as provided in the Ordinances,

issue additional water and sewerage revenue bonds or obligations, and if

issued, such additional bonds or obligations will rank on a parity as to the

lien on the revenues of the System with the obligations.



Reference to the Ordinances is hereby made for a description of the funds

charged with, and pledged to, the payment of the principal of and the interest

on the bonds of this or any other issue, the nature and extent of the security

and a statement of the rights, duties and obligations of Columbus, Georgia, and

the rights of the holders of the bonds of this issue and the terms and

provisions under which additional bonds may be issued, to all the provisions of

which the holder hereof, by the acceptance of this bond, assents.



The Ordinances provide, among other provisions, for prescribing and revising

and collecting fees and charges for the services, facilities and commodities

furnished by the System, sufficient to pay the reasonable and necessary costs

of operating, repairing and maintaining the System, including any contractual

obligations pertaining thereto, to pay into a special fund designated

?Columbus, Georgia Water and Sewerage System Sinking Fund? from the revenues of

the System the amounts required to pay the principal of and interest on the

obligations and any bonds hereafter issued ranking pari passu therewith as the

same become due and payable, and to create and maintain a reserve for that

purpose.



This Bond shall not be deemed to constitute a debt of Columbus, Georgia, or a

pledge of the faith and credit of Columbus, Georgia, nor shall Columbus,

Georgia be subject to any pecuniary liability thereon. This Bond shall not be

payable from or charged upon any funds other than the revenues pledged to the

payment thereof, and is payable solely from the fund provided therefor from the

earnings of the said System, including all future additions thereto. No holder

of this bond shall ever have the right to compel the exercise of the taxing

power of Columbus, Georgia, to pay the same, or the interest thereon, or to

enforce payment thereof against any property of Columbus, Georgia (other than

the revenues of the water and sewerage system), nor shall this bond constitute

a charge, lien or encumbrance, legal or equitable, upon any property of

Columbus, Georgia.



The Series 2005 Bonds are redeemable at the option of Columbus, in whole or in

part at any time and in any order of maturity, not earlier than May 1, 20__

(less than all of such Series 2005 Bonds of a single maturity to be selected by

lot in a manner determined by the Bond Registrar), from any moneys available

therefor at a redemption price equal to one hundred percent (100%) (expressed

as a percentage of the principal amount of the Series 2005 Bonds to be

redeemed) plus accrued interest to the redemption date, all in the manner

provided in the Ordinance.



The Series 2005 Bonds maturing on May 1, 200_ are subject to mandatory

redemption prior to maturity by lot, in such manner as shall be determined by

the Paying Agent, at a redemption price equal to one hundred percent (100%) of

the principal amount thereof plus interest accrued thereon to the redemption

date, on May 1 in the years and amounts as follows:



Year Amount







If less than all of the Series 2005 Bonds of a single maturity are to be

redeemed, the Bond Registrar shall treat any Series 2005 Bond of such maturity

outstanding in a denomination of greater than $5,000 principal amount as two or

more separate Series 2005 Bonds in the denomination of $5,000 each and shall

assign a separate number to each for the purpose of determining the Series 2005

Bonds or the portion of such Series 2005 Bonds in a denomination greater than

$5,000 to be redeemed by lot. With respect to any Series 2005 Bond called for

partial redemption, the registered owner thereof shall surrender such Series

2005 Bond to the Bond Registrar in exchange for one or more Series 2005 Bonds

in the denomination of $5,000 principal amount or any integral multiple thereof

in the aggregate equal to the unredeemed principal amount of such Series 2005

Bond so surrendered.



Notices of any redemption of the Series 2005 Bonds, identifying the Series 2005

Bonds (or any portion of the respective principal sums thereof) to be redeemed,

shall be given by first-class mail, postage prepaid, not less than 30 days nor

more than 60 days prior to the redemption date to all registered owners of the

Series 2005 Bonds to be redeemed (in whole or in part). Failure to give

appropriate notice of any redemption by mail or any defect in the notice shall

not affect the validity of the proceedings for the redemption of any Series

2005 Bond.



The Series 2005 Bonds designated for redemption as described above shall be

payable at the redemption price specified above and interest will cease to

accrue on the principal amount of such Series 2005 Bonds from and after the

date of redemption unless there is a default in the payment of such Series 2005

Bonds.





The person in whose name this bond is registered shall be deemed and regarded

as the absolute owner hereof for all purposes, and payment of or on account of

either principal or interest made to such registered holder shall be valid and

effectual to satisfy and discharge the liability upon this bond to the extent

of the sum or sums so paid. This bond is registrable as transferred by the

owner hereof in person or by his attorney duly authorized in writing at the

principal corporate trust office of the Paying Agent and Bond Registrar, all

subject to the terms and conditions of the Ordinances.



The bonds in this series are issuable as fully registered bonds in

denominations of $5,000 and any integral multiple thereof. Subject to the

limitations provided in the Ordinances, bonds of this series may be exchanged

at the principal corporate trust office of the Bond Registrar for a like

principal amount of bonds of the same maturity and of other authorized

denominations.



This bond is issued with the intent that the laws of the State of Georgia shall

govern its validity and con-struction. In case of default, the holder of this

bond shall be entitled to the remedies provided by the Ordinances and said

Revenue Bond Law and any amendments thereto.



To the extent permitted by said Ordinances, modifications or alterations of

said Ordinances or of any ordinance supplemental thereto or of the bonds of

this series and any parity bonds, including any ordinances authorizing the

issuance of any parity bonds with the obligations, may be made by Columbus,

Georgia without necessity for notation hereon, or reference thereon.



It is hereby recited and certified that all acts, conditions and things

required to be done precedent to and in the issuance of this bond have been

done, have happened and have been performed in due and legal form as required

by law, and that provision has been made for the allocation from the

anticipated revenues of the System of amounts sufficient to pay the principal

of and the interest on the obligations as the same mature, and to create and

maintain reserves for that purpose, and that said funds are irrevocably

allocated and pledged to the payment thereof and the interest thereon.



This bond shall not be entitled to any benefit under the Ordinances and shall

not become valid or obligatory for any purpose until it shall have been

authenticated by execution by SunTrust Bank, Atlanta, Georgia (or its duly

authorized agent), as Bond Registrar and Authentication Agent, by manual

signature of the certificate hereon endorsed.





IN WITNESS WHEREOF, Columbus, Georgia has caused this bond to be executed by

the manual signature of its Mayor, and its corporate seal to be printed hereon,

and attested by the manual signature of its Clerk of Council, approved as to

form and correctness by the manual signature of its City Attorney, all as of

the 13th day of January, 2005.



COLUMBUS, GEORGIA







By: _______

Mayor



(SEAL)



Attest:









Clerk of Council





Approved as to form and

correctness:









City Attorney



AUTHENTICATION CERTIFICATE







The above bond is one of the bonds described in the within-mentioned ordinance

of December 21, 2004, and is hereby authenticated as of the date of its

execution as stated in the bond herein.









SUNTRUST BANK

Atlanta, Georgia,

as Authentication Agent







By: (FORM)

Authorized Signature





STATEMENT OF INSURANCE



VALIDATION CERTIFICATE





STATE OF GEORGIA



COUNTY OF MUSCOGEE



The undersigned Clerk of the Superior Court of Muscogee County, Georgia, keeper

of the records and seal thereof, does hereby certify that this bond was

validated and confirmed by judgment of the Superior Court of Muscogee County,

Georgia, on the _____ day of January, 2005.



WITNESS my signature and the official seal of the Superior Court of Muscogee

County, Georgia.





_________

Clerk, Superior Court,

Muscogee County, Georgia



(SEAL)

* * * * *



ASSIGNMENT OF FULLY REGISTERED BOND



For value received, __________________________ hereby sells, transfers and

assigns unto ___________________________ the foregoing bond and hereby

irrevocably constitutes and appoints ____________________________ attorney to

transfer the same on the registration books with full power of substitu-tion in

the premises.



Dated: ______________

________________________________



NOTE: The signature to this assignment must correspond with the name(s) on the

face of the foregoing bond in every particular, without alteration or

enlargement.







(End of Form of Bond)



[INSERT FORM OF CAPITAL APPRECIATION BOND, IF NEEDED]





Section 6. SunTrust Bank, Atlanta, Georgia, as Bond Registrar, shall keep

registers for registration of transfer of the bonds. SunTrust Bank, Atlanta,

Georgia, is hereby also designated as Authentication Agent for purposes of

authenticating any Bonds issued hereunder or issued in exchange or in

replacement for Bonds previously issued. Such registration of transfer shall

be accomplished by the procedure and with the effect provided in the following

paragraph.



Columbus, Georgia, its agents and the Bond Registrar may deem and treat the

registered owner of any bond as the absolute owner of such bond for the purpose

of receiving payment of the principal thereof and the interest thereon.



Upon surrender for registration of transfer of any bond at the principal

corporate trust office of the Paying Agent and Bond Registrar, Columbus,

Georgia shall execute and the Bond Registrar and Authentication Agent shall

authenticate and deliver to the transferee or transferees a new bond or bonds

for a like aggregate principal amount and maturity. Bonds may be exchanged at

said office of the Bond Registrar for a like aggregate principal amount of

bonds of authorized denominations and of like interest rate and maturity.

Every bond presented or surrendered for registration of transfer or exchange

shall (if so required by Columbus, Georgia or the Bond Registrar) be duly

endorsed, or be accompanied by a written instrument of transfer in form

satisfactory to Columbus, Georgia and the Bond Registrar duly executed by the

owner thereof or his attorney duly authorized in writing. The execution by

Columbus, Georgia of any bond in the denomination of $5,000 or any integral

multiple thereof shall constitute full and due authorization of such

denomination and the Bond Registrar shall thereby be authorized to authenticate

and deliver such bond. No charge shall be made to any bond owner for the

privilege of registration of transfer, but any bond owner requesting any such

registration of transfer shall pay any tax or other governmental charge

required to be paid with respect thereto.



Section 7. The bonds of this issue shall stand on a parity and shall be of

equal dignity with the Prior Bonds issued pursuant to the Prior Ordinance and

shall be secured by the lien created pursuant to the provisions of paragraph

(1) of Section 502 of Article V of the Prior Ordinance and as the same is

enlarged and extended by this ordinance, just as if the Prior Bonds and the

bonds of this issue had been issued simultaneously under the same ordinance.





ARTICLE III - REDEMPTION OF BONDS BEFORE MATURITY



Section 1. The Series 2005 Bonds are redeemable at the option of Columbus, in

whole or in part at any time and in any order of maturity, not earlier than May

1, 20__ (less than all of such Series 2005 Bonds of a single maturity to be

selected by lot in a manner determined by the Bond Registrar), from any moneys

available therefor at a redemption price equal to one hundred percent (100%)

(expressed as a percentage of the principal amount of the Series 2005 Bonds to

be redeemed) plus accrued interest to the redemption date, all in the manner

provided in the Ordinance.



Section 2. The Series 2005 Bonds maturing on May 1, 200_ are subject to

mandatory redemption prior to maturity by lot, in such manner as shall be

determined by the Paying Agent, at a redemption price equal to one hundred

percent (100%) of the principal amount thereof plus interest accrued thereon to

the redemption date, on May 1 in the years and amounts as follows:



Year Amount







Section 3. If less than all of the Series 2005 Bonds of a single maturity are

to be redeemed, the Bond Registrar shall treat any Series 2005 Bond of such

maturity outstanding in a denomination of greater than $5,000 principal amount

as two or more separate Series 2005 Bonds in the denomination of $5,000 each

and shall assign a separate number to each for the purpose of determining the

Series 2005 Bonds or the portion of such Series 2005 Bonds in a denomination

greater than $5,000 to be redeemed by lot. With respect to any Series 2005

Bond called for partial redemption, the registered owner thereof shall

surrender such Series 2005 Bond to the Bond Registrar in exchange for one or

more Series 2005 Bonds in the denomination of $5,000 principal amount or any

integral multiple thereof in the aggregate equal to the unredeemed principal

amount of such Series 2005 Bond so surrendered.



Notices of any redemption of the Series 2005 Bonds, identifying the Series 2005

Bonds (or any portion of the respective principal sums thereof) to be redeemed,

shall be given by first-class mail, postage prepaid, not less than 30 days nor

more than 60 days prior to the redemption date to all registered owners of the

Series 2005 Bonds to be redeemed (in whole or in part). Failure to give

appropriate notice of any redemption by mail or any defect in the notice shall

not affect the validity of the proceedings for the redemption of any Series

2005 Bond.



Section 4. Nothing herein contained shall be construed to limit the right of

Columbus, Georgia to purchase the Prior Bonds, the Series 2005 Bonds or any

Additional Bonds with any excess moneys in the Sinking Fund, as defined in the

Prior Ordinance and this ordinance, in the open market at a price not exceeding

the callable price hereinabove set forth. Any such Bonds so purchased cannot

be reissued and shall be disposed of as is hereinafter provided in Section 6

below of this ordinance.



Section 5. The Series 2005 Bonds designated for redemption as described above

shall be payable at the redemption price specified above and interest will

cease to accrue on the principal amount of such Series 2005 Bonds from and

after the date of redemption unless there is a default in the payment of such

Series 2005 Bonds.



Section 6. Bonds redeemed shall be cancelled or otherwise mutilated and

destroyed, and record of such mutilation or destruction shall be made and

preserved in the records of Columbus, Georgia.





ARTICLE IV - APPLICATION OF PROCEEDS OF BONDS



Section 1. The accrued interest on the Series 2005 Bonds shall be deposited

into the Post 1985 Debt Service Account to be used and applied for sinking fund

purposes with respect to the Series 2005 Bonds as described in Article V.



Section 2. Proceeds derived from the sale of the Series 2005 Bonds in the

amount of $__________________ for the purpose of refunding the Series 1997

Bonds maturing May 1, 2011 and thereafter, shall be deposited in a special fund

created in the Escrow Agreement and designated ?Columbus, Georgia Water and

Sewerage System Escrow Fund, Series 1997? (hereinafter sometimes referred to as

?Series 1997 Escrow Fund?), all as further specified in the Funds Disbursement

Instruction to be executed by Columbus, Georgia upon the delivery of the Series

2005 Bonds.



Section 3. There is hereby created with the Depository of the special fund

created and designated ?Columbus, Georgia Water and Sewerage System

Construction Fund? in Article IVA of the Prior Ordinance (hereinafter referred

to as the ?Con-struction Fund?) a 2005 Project Account (the ?2005 Project

Account?). There shall be deposited in the 2005 Project Account all of the

remaining proceeds of the Series 2005 Bonds and any other funds acquired for

this purpose by gift, donation, grant or otherwise.



Section 4. The moneys in the Construction Fund shall be held by Columbus Bank

& Trust, Columbus, Georgia (the ?Construction Fund Custodian?) and withdrawn

and applied in accordance with, or substantially in accordance with, the

Engineering Report and the Cost of Service Study and subject to the provisions

and restrictions set forth in this Article, and Columbus, Georgia will not

cause or permit to be paid from the Construction Fund any sums except in

accordance with, or substantially in accordance with such provisions and

restrictions; provided, however, that any moneys in said fund not presently

needed for the payment of current obligations during the course of

construction shall be invested and reinvested by the Construction Fund

Custodian in Permitted Investments maturing no longer than three (3) years from

date of purchase as directed by the Board of Water Commissioners from time to

time, and shall be held by the Construction Fund Custodian for the account of

the Construction Fund until maturity or until sold, and at maturity or upon

such sale the proceeds received therefrom, including accrued interest and

premium, if any, shall be immediately deposited by it in said Construction Fund

and shall be disbursed in the manner and for the purpose hereinafter set

forth. All moneys in and all securities held for the Construction Fund shall

be subject to a lien and charge in favor of the holders of the Prior Bonds and

the Series 2005 Bonds and shall be held for the security of such holders until

paid out as hereinafter provided.



Section 5. Withdrawals from the Construction Fund may be made for the purpose

of paying the cost and expenses incurred and to be incurred pertaining to the

undertaking described in the Engineering Report and the Cost of Service Study,

including the purchase of such property and equipment as may be useful in

connection therewith, and without intending thereby to limit or to restrict or

to extend any definition of such cost contained in the Revenue Bond Law, as

amended and as it may hereafter be amended, shall include: (a) interest

accruing upon the Series 2005 Bonds prior to the completion of the undertaking

herein contemplated and for six (6) months after the date of the completion of

the improvements; (b) the cost of indemnity and fidelity bonds either to secure

deposits in the Construction Fund or to insure the faithful completion of any

contract pertaining to said improvements; (c) any taxes or any charges lawfully

levied or assessed against the undertaking; (d) fees and expenses of engineers

for engineering studies, surveys and estimates, and the preparation of plans

and supervising the construction; (e) legal expenses and fees, fiscal agent?s

expenses and fees, costs of audits, printing costs and all other items of

expense incident to issuing the Series 2005 Bonds; (f) payments made for labor,

contractors, builders, materialmen, machinery and equipment in connection with

the improvements contemplated by the Engineering Report and the Cost of Service

Study and for the restoration of property damaged or destroyed in connection

therewith and the repayment of advances or loans made for the purpose of paying

any of the aforementioned costs; and (g) the cost of acquiring by purchase, and

the amount of any award or final judgment in any proceeding to acquire by

condemnation, lands and rights of way necessary for the improvements and

appurtenances in connection therewith, and options and payments thereon, and

any easements or rights or any damages incident to or resulting from the making

of such improvements.



Section 6. Sections 402A, 403A, 404A and 405A of Article IVA of the Prior

Ordinance, are hereby declared applicable to the bonds of this issue and they

are specifically reaffirmed and adopted as part of this ordinance as if set

forth verbatim herein, except that any references to ?Prior Bonds? are hereby

changed to include the Series 2005 Bonds.





ARTICLE V - REVENUES AND FUNDS



Columbus, Georgia covenants that:



Section 1. Its water and sewerage system will continue to operate on a fiscal

year basis June 26 through June 25, but it reserves the right to change its

fiscal year.



Section 2. It has heretofore created and is now maintaining a ?Revenue Fund?

as required by the provisions of the Prior Ordinance, and all revenues from the

ownership and operation of the water and sewerage system as said system now

exists and as it may hereafter be added to, extended, improved and equipped

shall be collected by Columbus, Georgia or by the Board or its agents or

employees and deposited promptly with its Depository to the credit of said

Revenue Fund and the Board shall continue to maintain said Revenue Fund

separate and apart from its other funds so long as the Prior Bonds, the Series

2005 Bonds or any Additional Bonds are outstanding and unpaid, or until

provision shall have been duly made for the payment thereof. Said revenues

shall be disbursed from the Revenue Fund in the following manner and order:



1. There shall first be paid from the Revenue Fund the reasonable and necessary

costs of operating, maintaining and repairing the System, including salaries,

wages, employee benefits and other compensation, the payment of any contractual

obligations incurred pertaining to the operation of the System, cost of

materials and supplies, rentals of leased property, real or personal, insurance

premiums, audit fees and such other charges as may properly be made for the

purpose of operating, maintaining and repairing the System in accordance with

sound business practice, but before making provision for depreciation and

amortization. The net revenues remaining in the Revenue Fund after payment of

the sums required or permitted to be paid under the provisions of this

Paragraph 1 are hereby pledged, first, to the payment of the principal of and

the interest, and redemption premium, if any, on the Prior Bonds, all bonds

issued hereunder including any additional parity bonds and, secondly, to the

payment of the Sinking Fund Reserve Payment. Said revenues so pledged shall

immediately be subject to the lien of this pledge without any physical delivery

thereof or further act and the lien of this pledge shall be valid and binding

against any kind against the Issuer, whether such claim shall have arisen in

contract, tort or otherwise and irrespective of whether or not such parties

have notice hereof.



2. (a) The 1985 Ordinance created a special fund known as the ?Columbus,

Georgia Water and Sewerage System Sinking Fund (the ?Water and Sewerage System

Sinking Fund? or ?Sinking Fund?). The 1985 Ordinance created within the

Sinking Fund accounts to be known as ?1985 Debt Service Account? (or ?1985 DS

Account?), ?1985 Reserve Account?, ?Post 1985 Debt Service Account? (or ?Post

1985 DS Account?) and ?Post 1985 Reserve Account?. Since the Series 1985 Bonds

have been paid in full, the 1985 DS Account and the 1985 Reserve Account are

hereby closed. The Post 1985 DS Account and the Post 1985 Reserve Account

remain open. After the payments described in paragraph 1 of this Section have

been made, there shall next be paid from the Revenue Fund into the Sinking Fund

the following sums for the purpose of paying the principal of and interest on

the Prior Bonds and the Series 2005 Bonds as the same become due and payable

(whether by maturity, scheduled mandatory redemption or otherwise):



(i) into the Post 1985 DS Account in the Sinking Fund (A) commencing with the

month of February, 2005, and from month to month thereafter, an amount equal to

one-third of the interest on the Series 2005 Bonds coming due on May 1, 2005,

and (B) commencing with the month of May, 2005, and from month to month

thereafter, an amount equal to one-sixth (1/6) of the interest on the Series

1998 Bonds, the Series 2002 Bonds, the Series 2003 Bonds and the Series 2005

Bonds coming due on the next succeeding November 1 or May 1, as the case may

be, plus an amount equal to one-twelfth (1/12) of the principal on the Series

1998 Bonds, the Series 2002 Bonds, the Series 2003 Bonds and the Series 2005

Bonds coming due on the next succeeding May 1.



The Post 1985 DS Account has been created and established for the purpose of

providing for the payment therefrom of the principal of and interest on the

Series 1998 Bonds, the Series 2002 Bonds, the Series 2003 Bonds, the Series

2005 Bonds and any subsequently issued additional parity bonds.



Notwithstanding anything in this Ordinance to the contrary, all amounts held in

the Sinking Fund (regardless of in which account or accounts said amounts are

held) shall be for the equal and ratable benefit of all owners of the Prior

Bonds, the Series 2005 Bonds and any additional parity bonds hereafter issued.

The additional debt service account and the additional reserve account created

within the Sinking Fund was made necessary for accounting purposes so that the

arbitrage rules established in 1986 by the Code can be complied with more

easily.



Moneys in the Post 1985 DS Account shall be disbursed by the Sinking Fund

Custodian for (a) the payment of the interest on the bonds secured hereby as

such interest falls due, (b) the payment of the principal of the bonds secured

hereby at their respective maturities, (c) the redemption of bonds secured

hereby before maturity at the price and under the conditions provided therefore

in Article III of the 1985 Ordinance and in Article III hereof, (d) the

purchase of bonds in the open market; provided, however, the price paid shall

not exceed the authorized redemption price, and (e) the payment of the

necessary charges for paying bonds and interest thereon and for investment

services of the Sinking Fund Custodian; provided, however, that as to the Post

1985 Reserve Account only moneys in excess of the Reserve Requirement (but

excluding any moneys drawn under any Debt Service Reserve Surety Bond) shall be

disbursed for items (c) through (e) inclusive.



After making the payments required to be made to the Sinking Fund above, there

shall next be paid into the Post 1985 Reserve Account, the Sinking Fund Reserve

Payment, if any. The Post 1985 Reserve Account shall be maintained for the

purpose and shall be used solely to pay the principal and interest falling due

in any year as to which there otherwise would be a default.



In determining the amount on deposit in the Post 1985 Reserve Account for any

purpose hereunder, there shall be taken into account the amount available to be

drawn under any Debt Service Reserve Surety Bond. Subsequent to the expiration

date of any Debt Service Reserve Surety Bond and in the event amounts on

deposit within the Post 1985 Reserve Account are not drawn upon to pay

principal of or interest on bonds, the Sinking Fund Reserve Payment shall equal

that amount which, paid monthly as aforesaid, will be sufficient to create and

maintain by the fifth anniversary of the expiration date of such Debt Service

Reserve Surety Bond and the Post 1985 Reserve Account in an aggregate amount

equal to the Reserve Requirement. If money is taken from the Post 1985 Reserve

Account or any draw is made upon any Debt Service Reserve Surety Bond for the

payment of principal of or interest on the bonds, the Sinking Fund Reserve

Payment shall be equal to all amounts in the Revenue Fund available and not

required to be used for operation and maintenance charges and not required to

make the monthly payments to the Sinking Fund in respect of principal and

interest as hereinabove provided until the amount on deposit in the Post 1985

Reserve Account after payments of any amounts payable under the succeeding

sentence, equals the then applicable Reserve Requirement; provided, however,

such Sinking Fund Reserve Payments will in any event be at least sufficient to

restore the Post 1985 Reserve Account to the Reserve Requirement within twelve

(12) months from the date upon which money is taken from the Post 1985 Reserve

Account or the date upon which a draw on any Debt Service Reserve Surety Bond

is made. In the event of a draw down on any Debt Service Reserve Surety Bond,

the Issuer shall first make all Sinking Fund Reserve Payments to repay MBIA or

any other issuer of such Debt Service Reserve Surety Bond as a repayment of

such draw down (such payments to be made on a pro rata basis to each Debt

Service Reserve Surety Bond issuer based upon the amount initially available

under each Debt Service Reserve Surety Bond in the event there is ever more

than one Debt Service Reserve Surety Bond issued, and, upon making full

repayment to MBIA or any other issuer of a Debt Service Reserve Surety Bond,

shall thereafter make Sinking Fund Reserve Payments to the Post 1985 Reserve

Account, to the extent that the then applicable Reserve Requirement exceeds the

aggregate amount available to be drawn on a Debt Service Reserve Surety Bond.



Simultaneously with the issuance and delivery of the Series 2005 Bonds, the

Post 1985 Reserve Account held within the Sinking Fund has been fully funded in

an amount equal to the Reserve Requirement relating to the Series 1998 Bonds,

the Series 2002 Bonds, the Series 2003 Bonds and the Series 2005 Bonds, such

funding having been accomplished by the deposit of a Debt Service Reserve

Surety Bond. At any time when the aggregate balances of the reserve accounts

are less than the Reserve Requirement, all interest income derived from the

investment of funds in the reserve accounts shall be retained in the reserve

accounts until the aggregate balances in said reserve accounts equal the

Reserve Requirement. Otherwise, said interest income shall be transferred to

the debt service accounts with respect to principal of and interest on the

bonds.



It is expressly provided, however, that if on the first day of each sinking

fund year (or, if the Sinking Fund Custodian is not open for the purpose of

conducting its commercial banking business on such day, the next succeeding day

on which the Sinking Fund Custodian is open for the purpose of conducting its

commercial banking business), there are on deposit in the Reserve Account

moneys and securities (such securities to be valued at their fair market value

plus accrued interest thereon to the date of valuation) the aggregate amount of

which, together with the amounts available under the Debt Service Reserve

Surety Bonds, is in excess of the Reserve Requirement, such excess moneys and

securities shall be withdrawn therefrom and immediately deposited in the

Revenue Fund.



(b) All said sums required to be paid in order to comply with the provisions of

subparagraph (a) above shall be paid on or before the twenty-fifth (25th) day

of the month in which the payment is due, and if, in any month, for any reason,

the amounts herein required to be paid in such month shall not be paid in full,

any deficiency shall be added to and shall become a part of the amount required

to be paid in the next succeeding month. It is covenanted and agreed, however,

that in the event the Issuer hereafter elects to issue parity bonds pursuant to

the provisions of the Prior Ordinance, the above stated payments necessary to

provide for the payment of the combined Principal and Interest Requirements on

all of the initial series of bonds and any parity bonds therewith then

outstanding and on the bonds proposed to be issued as the same mature in the

then current sinking fund year and the Issuer shall, on the date of delivery of

any and all such issues of additional parity bonds, deposit within the Reserve

Account (by deposit of cash or by increasing the aggregate amount available

under Debt Service Reserve Surety Bonds) an amount equal to the amount which,

when added to the balance of the Reserve Account, will create a balance within

the Reserve Account at least equal to the then applicable Reserve Requirement.



3. After there have been paid from the Revenue Fund each month the sums

required or permitted to be paid under the provisions of Paragraphs 1 and 2 of

this Section, (i) sufficient funds shall be retained in the Revenue Fund to pay

Columbus Water Works the semi-annual installment next due by Columbus, Georgia

(?Withheld Funds?) with respect to the ?Riverwalk/Combined Sewer Project? set

forth in Exhibit ?A? to the 1992 Ordinance and the Withheld Funds shall be paid

to the Columbus Water Works on the due date of the next installment if

Columbus, Georgia has not otherwise paid such installment to the Columbus Water

Works; and (ii) the quarterly participation fee will be paid to Columbus,

Georgia, pursuant to the terms of Columbus, Georgia Ordinance No. 106-70 in an

amount equal to one-half of one percent of the net monthly metered charges

collected from customers to the System less the Withheld Funds if the Withheld

Funds are paid to the Columbus Water Works. To the extent there are not

sufficient moneys in the Revenue Fund to make such quarterly payment (less the

Withheld Funds if the Withheld Funds are paid to the Columbus Water Works) in

full, such deficiency shall be added to the next monthly payment.



4. After there have been paid from the Revenue Fund in each month the sums

required or permitted to be paid under the provisions of Paragraphs 1, 2 and 3

of this Section, and after the Board of Water Commissioners in the exercise of

its discretion has reserved an amount which it shall deem reasonable and

prudent to be maintained therein as a working capital reserve to pay the costs

of operating, maintaining and repairing the System (provided, however, such

working capital reserve shall never be less than fifty percent (50%) of the

highest cost of operating, maintaining and repairing the System in any single

month in the preceding 12-month period), there shall next be paid at the end of

each month into a special fund, which the Prior Ordinance created and

designated as ?Columbus, Georgia Water and Sewerage System Renewal and

Extension Fund? (herein sometimes referred to as the ?Renewal and Extension

Fund?) $20,000 per month until the Renewal and Extension Fund reaches $300,000

(total cash plus market value of Permitted Investments) and thereafter at the

same rate (or such lesser amount as may be required) to replace the moneys

withdrawn or decreases in the market value of the Permitted Investments.

Expenditures shall be made from the Renewal and Extension Fund only for the

purpose of:



(a) paying principal of, premium, if any and interest on all of the Issuer?s

water and sewerage revenue bonds then outstanding and falling due at any time

for the payment of which money is not available in the Sinking Fund securing

the payment of same and the interest thereon;



(b) making replacements, additions, extensions and improvements to the System,

or paying any obligations incurred for such purposes, and paying the cost of

any engineering studies, surveys or plans and specifications pertaining to

future development or expansion of the System deemed by the Board of Water

Commissioners in the best interest of Columbus, Georgia and the bondholders;



(c) payment to MBIA or any other issuer of any Debt Service Reserve Surety Bond

of interest on amounts drawn under such Debt Service Reserve Surety Bond;



(d) acquiring the Issuer?s water and sewer revenue bonds by redemption at the

redemption price or by purchase in the open market at a price not exceeding the

redemption price applicable to such issue of revenue obligations, and when so

used for such purposes, the moneys shall be first transferred to the sinking

fund of the issue or issue of obligations to be so redeemed or purchased;



(e) paying the principal of, premium, if any, and the interest on, or to

acquire in the manner described in (c) above, any water and sewerage revenue

bonds which are junior and subordinate to the Prior Bonds and the Series 2005

Bonds, or other obligations, provided all such bonds or obligations were issued

for purposes of the System; or



(f) payment of the charges of the Depository of the Renewal and Extension Fund

for investment services.



It is expressly provided, however, that should bonds be hereafter issued

ranking as to lien on the revenues of the System equal with or junior and

subordinate to the lien securing the payment of the bonds authorized to be

issued hereunder, including any issue or issues of additional parity bonds

hereafter issued, then such payments into the Renewal and Extension Fund as

provided in Paragraph 3 of this Section, may be suspended and such moneys shall

be available to the extent necessary to pay the principal and interest on such

bonds and the creation and maintenance of a reasonable reserve therefor.



After there have been paid from the Revenue Fund in each Sinking Fund Year, all

amounts hereinabove required to be paid, the remaining moneys not used for such

purposes after making due provision for reasonable working capital may be

withdrawn and used for any lawful function of the Board of Water Commissioners.



With respect to the security interest in Net Revenues granted to the holders of

Bonds, MBIA, or any other issuer of a Debt Service Reserve Surety Bond, is

hereby granted the same security interest subject only to the security interest

of the holders of the Bonds.



Section 3. All of the terms, covenants, conditions and provisions of Sections

503, 504, 505, 506, 507, 508, 509, 510 and 511 of Article V of the Prior

Ordinance are hereby declared applicable and are broadened and extended so as

to cover the bonds of this issue and they are specifically reaffirmed and

adopted as a part of this ordinance as if set forth verbatim herein.





ARTICLE VI - DEPOSITORIES OF MONEYS AND SECURITIES FOR DEPOSIT



Section 1. Except as provided in Section 2 of this Article VI, all of the

terms, covenants, conditions and provisions of Sections 601, 602 and 603 of

Article VI of the Prior Ordinance are hereby declared applicable and are

broadened and extended so as to cover the bonds of this issue and they are

specifically reaffirmed and adopted as a part of this ordinance as if set forth

verbatim herein.



Section 2. Columbus Bank & Trust, Columbus, Georgia is hereby designated as

Depository for the Construction Fund.



Section 3. SunTrust Bank, Atlanta, Georgia is hereby designated the

Sinking Fund Custodian for the Series 2005 Bonds.



ARTICLE VII - PARTICULAR COVENANTS



All of the terms, covenants, conditions and provisions of Article VII of the

Prior Ordinance are hereby declared applicable and are broadened and extended

so as to cover the bonds of this issue and they are specifically reaffirmed and

adopted as a part of this ordinance as if set forth verbatim herein.





ARTICLE VIII - REMEDIES



All of the terms, covenants, conditions and pro-visions of Article VIII of the

Prior Ordinance are hereby declared applicable and are broadened and extended

so as to cover the bonds of this issue and they are specifically reaffirmed and

adopted as a part of this ordinance as if set forth verbatim herein.





ARTICLE IX - DEFEASANCE



All of the terms, covenants, conditions and provisions of Article IX of the

Prior Ordinance are hereby declared applicable and are broadened and extended

so as to cover the bonds of this issue and they are specifically reaffirmed and

adopted as a part of this ordinance as if set forth verbatim herein.





ARTICLE X - SUPPLEMENTAL PROCEEDINGS



All of the terms, covenants, conditions and provisions of Article X of the

Prior Ordinance are hereby declared applicable and are broadened and extended

so as to cover the bonds of this issue and they are specifically reaffirmed and

adopted as a part of this ordinance as if set forth verbatim herein.





ARTICLE XI - MISCELLANEOUS PROVISIONS AND DEFINITIONS



Except as provided in Sections 1, 2 and 3 of this Article XI, all of the terms,

covenants, conditions and provisions of Article XI of the Prior Ordinance are

hereby declared applicable and are broadened and extended so as to cover the

bonds of this issue and they are specifically reaffirmed and adopted as a part

of this ordinance as if set forth verbatim herein.



Section 1. Section 1104 is amended with respect to the Series 2005 Bonds to

reflect that Merchant Capital, LLC is the purchaser of the Series 2005 Bonds

from the Issuer.



Section 2. Section 1106 is not applicable to the Series 1988 Bonds, the Series

1991 Bonds, the Series 1992 Bonds, the Series 1993 Bonds, the Series 1997

Bonds, the Series 1998 Bonds, the Series 2002 Bonds, the Series 2003 Bonds or

the Series 2005 Bonds.



Section 3. Said additions, extensions and improve-ments to the water and

sewerage system now contemplated shall be accomplished in accordance, or

substantially in accordance, with the Engineering Report and the Cost of

Service Study, copies of which are on file at the office of the Board of Water

Commissioners. Said report and recommendations are hereby approved and

ratified.



Section 4. The Mayor and Clerk of Council are hereby authorized to execute,

for and on behalf of Columbus, Georgia, a certification, based upon facts,

estimates and circumstances, as to the reasonable expectations regarding the

amount, expenditure and use of the proceeds derived from the sale of the Series

2005 Bonds, as well as such other documents as may be necessary or desirable in

connection with the issuance and delivery of said Bonds.



Section 5. The use and distribution of the Preliminary Official Statement,

dated December __, 2004, pertaining to the Series 2005 Bonds are hereby

ratified and approved. The execution, use and distribution of the Official

Statement, dated December 21, 2004, pertaining to the Series 2005 Bonds are

authorized and approved. Columbus, Georgia hereby deems the Preliminary

Official Statement final, except for ?Permitted Omissions,? as of its date for

purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934,

as amended (the ?Rule?). As used herein, ?Permitted Omissions? shall mean the

offering price(s), interest rate(s), selling compensation, aggregate principal

amount, principal amount per maturity, delivery dates, ratings, the identity of

the underwriter or bond insurer and other terms of the Series 2005 Bonds and

any underlying obligations depending on such matters, all with respect to the

Series 2005 Bonds and any underlying obligations. The execution and delivery

of the 15c2-12 Certificate required by the Rule are hereby ratified and

approved. The execution, delivery and performance of the Continuing Disclosure

Certificate summarized in Exhibit E to the Preliminary Official Statement are

hereby authorized and approved. Columbus, Georgia hereby covenants for the

benefit of the owners of the Series 2005 Bonds and the Underwriters to comply

with its obligations under the Continuing Disclosure Certificate. Columbus,

Georgia hereby covenants with ________________________ (the ?Bond Insurer?) to

comply with the terms of the Commitment for Municipal Bond Insurance, dated

___________, 2004.



Section 6. Provisions Relating to Bond Insurance. The Bond Insurer has issued

its Municipal Bond Insurance Policy Commitment, dated December __, 2004, to

issue its Municipal Bond Insurance Policy relating to the Series 2005 Bonds.

As a condition to issuing its policy, the Bond Insurer requires that this

Ordinance incorporate the requirements set forth in Exhibit ?A? attached hereto

and by this reference thereto made a part hereof (the ?Bond Insurer

Requirements?). Columbus, Georgia, hereby incorporates the Bond Insurer

Requirements as a part of this Ordinance and covenants and agrees that the Bond

Insurer Requirements shall govern, notwithstanding anything to the contrary set

forth in this Ordinance.



ARTICLE XII - COVENANTS INCORPORATED



All of the terms, covenants, conditions and provisions of Article XII of the

Prior Ordinance are hereby declared applicable to, and are broadened and

extended so as to cover, the bonds of this issue and they are specifically

reaffirmed and adopted as a part of this ordinance as if set forth verbatim

herein.





ARTICLE XIII - EFFECTIVE DATE



This ordinance shall become law immediately from and after its passage upon

signature of the Mayor and return to the Clerk, and shall become effective at

noon on the day following its becoming law.





ARTICLE XIV - VALIDATION



The Mayor and Clerk of Council shall proceed to have the Bonds herein provided

for validation pursuant to the Revenue Bond Law of the State of Georgia.







Introduced at a regular meeting of the Council of Columbus, Georgia held on

Introduced at a regular meeting of the Council of Columbus, Georgia held on

December 14, 2004; introduced a second time at a regular meeting of said

Council held on December 21, 2004, and adopted at said meeting by affirmative

vote of __________ members of said Council.



Councilor Allen voting

Councilor Henderson voting

Councilor Hunter voting

Councilor McDaniel voting

Councilor Davis voting

Councilor Pugh voting

Councilor Rodgers voting

Councilor Anthony voting

Councilor Suber voting

Councilor Woodson voting











Tiny B. Washington, Clerk Robert S. Poydasheff, Mayor



EXHIBIT ?A?



BOND INSURER REQUIREMENTS



[EXHIBIT ?B?



ACCRETED VALUE]