Columbus, Georgia

An Ordinance

No. 01-__





AN ORDINANCE OF COLUMBUS, GEORGIA, PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED

$55,000,000 IN PRINCIPAL AMOUNT OF WATER AND SEWERAGE REVENUE REFUNDING BONDS,

SERIES 2003, 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 AND AS AMENDED ON NOVEMBER 6, 2001, FOR

FINANCING THE COST OF REFUNDING THE SERIES 1993 BONDS MATURING MAY 1, 2005 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 AND SERIES 2003 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?) and as amended by an ordinance of

October 9, 2001, as supplemented on November 6, 2001 (the ?2002 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 ($48,520,000 of which are

currently outstanding) (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 ($2,295,000 of which are outstanding) (the ?Series 1998 Bonds?) and

$37,120,000 in original principal amount of Series 2002 Bonds (all of which are

outstanding) (the ?Series 2002 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, Evensen Dodge Inc., 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 1993 maturing May 1, 2005 and thereafter, and to

call such Series 1993 Bonds for redemption on the earliest applicable call date

for such Series 1993 Bonds, November 1, 2003; and



WHEREAS, it has been determined that the refunding of the Series 1993 Bonds

maturing May 1, 2005 and thereafter, in the aggregate principal amount of

$48,520,000 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, 2003, and for the redemption on November 1, 2003, of

said Series 1993 Bonds maturing May 1, 2005 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 2003 Bonds

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

simultaneously with the issuance and delivery of the Series 2003 Bonds, with

U.S. Bank Trust, National Association, Columbus, Georgia, the paying agent for

the Series 1993 Bonds, as 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 1993 Bonds maturing May 1,

2005 and thereafter, as aforesaid, all as hereinafter provided; and



WHEREAS, in connection with the aforesaid refunding of the Series 1993 Bonds

maturing May 1, 2005 and thereafter, Columbus, Georgia will enter into the

Forward Escrow Investment Agreement (the ?Forward Escrow Investment Agreement?)

with Salomon Smith Barney Inc., as provider (the ?Provider?) and the Escrow

Agent under the terms of which the Provider will provide securities to the

Escrow Agent to be held in accordance with the Escrow Deposit Agreement as

hereinafter defined; and



WHEREAS, in connection with the aforesaid refunding of the Series 1993 Bonds

maturing May 1, 2005 and thereafter, Columbus, Georgia will enter into the

Forward Delivery Bond Purchase Agreement (the ?Forward Delivery Bond Purchase

Agreement?) with Salomon Smith Barney and Merchant Capital, L.L.C., as

underwriters; and



WHEREAS, in connection with the aforesaid refunding of the Series 1993 Bonds

maturing May 1, 2005 and thereafter, and the issuance of the Series 2003 Bonds,

Columbus, Georgia will prepare the Preliminary Official Statement (the

?Preliminary Official Statement?) and the Official Statement, including any

Updated Official Statement (as defined in the Forward Delivery Bond Purchase

Agreement) (the ?Official Statement?); 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 1993 maturing May 1, 2005 and thereafter, is by the issuance and

sale of additional water and sewerage revenue refunding 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 $48,520,000 principal amount of

Columbus, Georgia Water and Sewerage Revenue Refunding Bonds, Series 1993

maturing May 1, 2005 and thereafter, be and the same are hereby called for

redemption on November 1, 2003, 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 2003

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 1993 Bonds signed by an officer of U.S. Bank Trust, National

Association, Columbus, Georgia, as Escrow Agent for the Series 1993 Bonds, on

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

owners of said Series 1993 Bonds to be redeemed at the addresses which appear

on the respective bond registration book for such Series 1993 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 2003 Bonds, by

and between Columbus, Georgia and U.S. Bank Trust, National Association,

Columbus, Georgia (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 1993 Bonds maturing May 1, 2005 and thereafter, that Columbus, Georgia

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

delivery of the Series 2003 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 2003 Bonds herein authorized to be issued, a sufficient sum derived

from the sale of the Series 2003 Bonds, shall be deposited with U.S. Bank

Trust, National Association, Columbus, Georgia, as 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 1993 Bonds maturing May 1, 2005 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 U.S. Bank Trust, National

Association, Columbus, Georgia, as Escrow Agent, as same mature have been

calculated as being sufficient and shall be used to refund the Series 1993

Bonds maturing May 1, 2005 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 refunding of the

Series 1993 Bonds maturing May 1, 2005 and thereafter, that Columbus, Georgia

enter into the Forward Escrow Investment Agreement, and the Forward Escrow

Investment Agreement substantially in the form presented at the meeting on

November 5, 2002, 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 Forward Escrow Investment 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 refunding of the

Series 1993 Bonds maturing May 1, 2005 and thereafter, Columbus, Georgia enter

into the Forward Delivery Bond Purchase Agreement, and the Forward Delivery

Bond Purchase Agreement substantially in the form presented at the meeting on

November 5, 2002, 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 Forward Delivery 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 refunding of the

Series 1993 Bonds maturing May 1, 2005 and thereafter, that that the

Preliminary Official Statement substantially in the form present to the meeting

on November 5, 2002 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 2003

Bonds and any underlying obligations depending on such matters, all with

respect to the Series 2003 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 Agreement

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 term ?Series 2003 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 not to exceed $55,000,000 to finance the cost of refunding the Series 1993

Bonds maturing May 1, 2005 and thereafter, and to pay expenses incident

thereto, and said Series 2003 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 2003 Bonds and any Additional Bonds.



Section 2. The Series 2003 Bonds shall be designated ?Columbus, Georgia Water

and Sewerage Revenue Refunding Bonds, Series 2003? (hereinbefore and

hereinafter sometimes referred to as ?Series 2003 Bonds?), payable November 1,

2003 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 2004

through 2020, inclusive, shall bear interest at not to exceed 6.00% for any

given maturity and the maximum annual debt service (principal and interest) in

any sinking fund year shall not exceed $5,800,000. The principal amount of the

Series 2003 Bonds maturing in each year (through the operation of a sinking

fund or otherwise), the interest rate on each such maturity, and mandatory

sinking fund redemption provisions applicable thereto will be determined by

Columbus, Georgia in a supplemental resolution.



The Series 2003 Bonds as originally issued shall be dated August 4, 2003. Each

Series 2003 Bond issued in exchange for a Series 2003 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 2003 Bonds shall be lettered and numbered from R-1 upwards in order

of issuance according to the records maintained by Wachovia Bank, National

Association, Atlanta, Georgia, as paying agent and bond registrar (the ?Bond

Registrar?).



The Series 2003 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 November 1, 2003, from the Interest Payment Date

next preceding the date of authentication of such Series 2003 Bond to which

interest on the Series 2003 Bonds has been paid, unless the date of

authentication of such Series 2003 Bond is an Interest Payment Date to which

interest has been paid, in which case from the date of such Series 2003 Bond,

or unless no interest has been paid on the Series 2003 Bonds, in which case

from August 4, 2003, or unless such Series 2003 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 2003 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 2003 Bonds shall be payable upon the presentation and surrender of the

Series 2003 Bonds at the principal corporate trust office of Wachovia Bank,

National Association, Atlanta, Georgia, as paying agent. The interest on the

Series 2003 Bonds shall be paid by first class mail to respective owners of the

Series 2003 Bonds at their addresses as they appear on the bond register kept

by the Bond Registrar.



The Series 2003 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 2003 Bonds may be issued as one bond with annual maturities if

requested by the bond purchaser.



Section 3. The Series 2003 Bonds shall be executed with the facsimile

signature of the Mayor of Columbus, Georgia and attested by the 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, Bond Counsel, which opinion is to be

printed on the Series 2003 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 2003



No. R-1



Maturity Date: ____________ Interest Rate: _______% Per Annum



Bond Date: August 4, 2003



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

Wachovia Bank, National Association, 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 November 1, 2003, 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 November 1,

2003, in which event from August 4, 2003, or unless the date of authentication

hereof is November 1, 2003, 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 August 4,

2003, 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 not to exceed $55,000,000 issued for the purpose of financing the

cost of refunding the Columbus, Georgia Water and Sewerage Revenue Refunding

Bonds, Series 1993 maturing May 1, 2005 and thereafter, and to pay expenses

incident thereto, acquiring the necessary property therefor and paying 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) and November 5, 2002 (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

$120,425,000 in outstanding principal amount of Series 1993 Bonds, Series 1997

Bonds, Series 1998 Bonds and the Series 2002 Bonds heretofore issued (said 1993

issue, 1997 issue, 1998 issue, 2002 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 bonds of this issue are not subject to redemption prior to maturity.



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 Wachovia Bank, National Association, 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 facsimile signature of its Mayor, and its corporate seal to be printed

hereon, and attested by the facsimile signature of its Clerk of Council,

approved as to form and correctness by the facsimile signature of its City

Attorney, all as of the 4th day of August, 2003.



COLUMBUS, GEORGIA







By: (FACSIMILE)

Mayor



(SEAL)



Attest:







(FACSIMILE)

Clerk of Council





Approved as to form and

correctness:







(FACSIMILE)

City Attorney



AUTHENTICATION CERTIFICATE







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

of November 5, 2002, and is hereby authenticated as of the date of its

execution as stated in the bond herein.









WACHOVIA BANK, NATIONAL ASSOCIATION

Atlanta, Georgia,

as Authentication Agent







By: (FORM)

Authorized Signature





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 November, 2002.



WITNESS a facsimile of my signature and the official facsimile seal of the

Superior Court of Muscogee County, Georgia.





(FACSIMILE)

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)





Section 6. Wachovia Bank, National Association, Atlanta, Georgia, as Bond

Registrar, shall keep registers for registration of transfer of the bonds.

Wachovia Bank, National Association, 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



The bonds of this issue are not subject to redemption prior to maturity.





ARTICLE IV - APPLICATION OF PROCEEDS OF BONDS



Section 1. The accrued interest on the Series 2003 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 2003 Bonds as described in Article V.



Section 2. Proceeds derived from the sale of the Series 2003 Bonds in the

amount of not to exceed $55,000,000 for the purpose of refunding the Series

1993 Bonds maturing May 1, 2005 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 1993? (hereinafter sometimes referred

to as ?Series 1993 Escrow Fund?), all as further specified in the Funds

Disbursement Instruction to be executed by Columbus, Georgia upon the delivery

of the Series 2003 Bonds. Accrued interest on the Series 2003 Bonds shall be

deposited into the Sinking Fund. The remaining proceeds derived from the sale

of the Series 2003 Bonds to be used to pay costs of issuance.



Section 3. 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 2003 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

2003 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 2003 Bonds as the same become due and payable

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



Into the Post 1985 DS Account in the Sinking Fund (A) commencing with the month

of September, 2003, and from month to month thereafter, an amount equal to

one-half of the interest on the Series 2003 Bonds coming due on November 1,

2003, (B) commencing with the month of August, 2003, and from month to month

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

1993 Bonds, Series 1997 Bonds, Series 1998 Bonds, Series 2002 Bonds and Series

2003 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 1993 Bonds, the Series 1997 Bonds, the Series 1998 Bonds, the Series

2002 Bonds and the Series 2003 Bonds coming due on the next succeeding May 1;

and (C) commencing in the month of May, 2010, and from month to month

thereafter an amount equal to one-twelfth (1/12) of the principal coming due on

the Series 1993 Bonds, the Series 1997 Bonds, the Series 1998 Bonds, the Series

2002 Bonds and the Series 2003 Bonds 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 1993 Bonds, the Series 1997 Bonds, the Series 1998 Bonds, the Series

2002 Bonds, the Series 2003 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 2003 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 2003 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 1993 Bonds,

the Series 1997 Bonds, the Series 1998 Bonds, the Series 2002 Bonds and the

Series 2003 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 2003

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



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.





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 2003 Bonds to

reflect that Salomon Smith Barney, Inc. is the purchaser of the Series 2003

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 or the Series 2003 Bonds.



Section 3. 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

2003 Bonds, as well as such other documents as may be necessary or desirable in

connection with the issuance and delivery of said Bonds.





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

October 29, 2002; introduced a second time at a regular meeting of said Council

held on November 5, 2002, 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 Poydasheff voting

Councilor Pugh voting

Councilor Rodgers voting

Councilor Smith voting

Councilor Suber voting

Councilor Woodson voting











Tiny B. Washington, Clerk Bobby G. Peters, Mayor