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20280000 WOODSTOCK URBAN REDEVELOPMENT ... - Fpr.net

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									                                                                                                                                RATINGS
NEW ISSUE                                                                                                               S&P:AAA (insured)
(Book-Entry Only)                                                                                                         AA- (underlying)
                                                                                                                  Moody’s: A1 (underlying)
                                                                                                     See “MISCELLANEOUS - Ratings” herein.
      In the opinion of Bond Counsel, under current law and subject to conditions described in “LEGAL MATTERS - Tax Exemption -- Opinion of
Bond Counsel” herein, interest on the Series 2010 Bonds (a) is not included in gross income for Federal income tax purposes, (b) is not an item of
tax preference for purposes of the Federal alternative minimum income tax imposed on individuals and corporations, (c) is taken into account in
determining adjusted current earnings for the purposes of computing the alternative minimum tax imposed on certain corporations and (d) is exempt
from income taxation in the State of Georgia. A holder may be subject to other Federal tax consequences as described in “LEGAL MATTERS -
Tax Exemption -- Other Tax Matters” herein. Further, in the opinion of Bond Counsel, under current law and subject to conditions described in
“LEGAL MATTERS - Tax Exemption -- Designation for Purchase by Financial Institutions” herein, the Series 2010 Bonds are qualified tax-
exempt obligations within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.

                                                       $20,280,000
                                     WOODSTOCK URBAN REDEVELOPMENT AGENCY
                                         Revenue Bonds (Water and Sewer System),
                                                       Series 2010

Dated: Date of Issuance                                                                                         Due: February 1, as shown on the
                                                                                                                        inside front cover hereof
    The Woodstock Urban Redevelopment Agency Revenue Bonds (Water and Sewer System), Series 2010 (the “Series 2010 Bonds”) are being
issued by the Woodstock Urban Redevelopment Agency (the “Issuer”) for the purpose of financing or refinancing the cost of acquiring and
upgrading the City’s water and sewer system, to be sold by the Issuer to the City of Woodstock, Georgia (the “City”) pursuant to an
Intergovernmental Agreement of Sale (the “Agreement”), dated as of September 1, 2010. See “PLAN OF FINANCING” herein.
    Interest on the Series 2010 Bonds is payable semiannually on February 1 and August 1 of each year, commencing on February 1, 2011. All
Series 2010 Bonds bear interest from their date of issuance. See “INTRODUCTION - Description of the Series 2010 Bonds” herein.
    The scheduled payment of principal of and interest on the Series 2010 Bonds when due will be guaranteed under an insurance policy to be issued
concurrently with the delivery of the Series 2010 Bonds by Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance
Inc.) (“AGM” or the “Bond Insurer”).




  The Series 2010 Bonds are subject to mandatory and optional redemption prior to maturity as described herein. See “THE SERIES 2010
BONDS - Redemption” herein.
    The Series 2010 Bonds are special limited obligations of the Issuer payable solely from installment payments of purchase price made by the
City to the Issuer pursuant to the Agreement. The City’s obligation to make installment payments of purchase price to the Issuer sufficient in time
and amount to enable the Issuer to pay the principal of, premium, if any, and interest on the Series 2010 Bonds is absolute and unconditional and will
not expire so long as any of the Series 2010 Bonds remain outstanding and unpaid. Under the Agreement, the City has agreed to levy an annual ad
valorem tax on all taxable property located within the corporate limits of the City, at such rates within the 10 mill limit prescribed by the City’s
Charter or such greater millage limit hereafter prescribed by applicable law, as may be necessary to make the installment payments of purchase price
required by the Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010 BONDS” herein.



   THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS
ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO MAKING AN
INFORMED INVESTMENT DECISION.



    The Series 2010 Bonds are offered when, as, and if issued by the City and accepted by the Underwriter, subject to prior sale and to withdrawal or
modification of the offer without notice, and are subject to the approving opinion of Hunton & Williams LLP, Atlanta, Georgia, Bond Counsel.
Certain legal matters will be passed on for the Issuer and the City by their general counsel, Moore Ingram Johnson & Steele, LLP, Marietta, Georgia,
and for the Underwriter by its counsel, Smith, Gambrell & Russell, LLP, Atlanta, Georgia. The Series 2010 Bonds in definitive form are expected to
be delivered to The Depository Trust Company in New York, New York on or about September 30, 2010.




Dated: September 23, 2010
      MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, PRICES AND YIELDS



                                              $20,280,000
                            WOODSTOCK URBAN REDEVELOPMENT AGENCY
                                Revenue Bonds (Water and Sewer System),
                                              Series 2010
  Maturity Date          Principal Amount         Interest Rate            Yield                   Price

        2012                  $330,000               2.000%               0.750%                101.658
        2013                    340,000              2.000                0.910                 102.513
        2014                    910,000              2.000                1.150                 102.773
        2015                    200,000              2.000                1.550                 101.879
        2015                    730,000              3.000                1.550                 106.056
        2016                    955,000              2.000                1.880                 100.605
        2017                    975,000              3.000                2.200                 104.705
        2018                  1,005,000              3.000                2.500                 103.330
        2019                  1,035,000              3.000                2.750                 101.848
        2020                  1,065,000              3.000                2.950                 100.403
        2021                  1,095,000              3.000                3.050                  99.557
        2022                  1,130,000              3.000                3.150                  98.576
        2023                    965,000              3.000                3.230                  97.672
        2023                    200,000              4.000                3.230                106.160(C)
        2024                  1,200,000              3.125                3.310                  98.015
        2025                    790,000              3.250                3.380                  98.529
        2025                    450,000              4.000                3.380                104.925(C)
        2026                  1,180,000              3.250                3.460                  97.514
        2026                    100,000              4.000                3.460                104.273(C)
        2027                  1,325,000              4.000                3.550                103.545(C)
        2028                  1,380,000              3.500                3.640                  98.208


                $2,920,000 - 5.00% Term Bond due February 1, 2030 at 109.352(C) to Yield 3.8000%

(C) = Priced to the February 1, 2020 call date.
WOODSTOCK URBAN REDEVELOPMENT AGENCY
              Board of Commissioners

               J. David Potts, Chairman
              Rob Usher, Vice Chairman
              Allison Wooten, Secretary


          ____________________________

     CITY OF WOODSTOCK, GEORGIA

             ELECTED OFFICIALS
                        Mayor

                 Donald P. Henriques

                     Councilmen

                  Randall L. Brewer
                 Christopher Casdia
                    Tracy Collins
                     Bud Leonard
                   Robert Mueller
                Mary “Tessa” Basford

           __________________________



            APPOINTED OFFICIALS
            Jeffrey S. Moon, City Manager
        Henry A. Bucci, Chief Financial Officer
         Eldon L. Basham, Esq., City Attorney

          ____________________________



              SPECIAL SERVICES
                      Auditors

               James L. Whitaker, P.C.
                    Bond Counsel

               Hunton & Williams LLP
                  Atlanta, Georgia
(THIS PAGE LEFT BLANK INTENTIONALLY)
                                                                TABLE OF CONTENTS
                                                                                                                                                                           Page

INTRODUCTION .........................................................................................................................................................1
    The Issuer .................................................................................................................................................................1
    The City ....................................................................................................................................................................1
    Purpose of the Series 2010 Bonds ............................................................................................................................1
    Security and Sources of Payment for the Series 2010 Bonds ...................................................................................2
    Description of the Series 2010 Bonds.......................................................................................................................2
    Tax Exemption..........................................................................................................................................................3
    Bond Registrar and Paying Agent.............................................................................................................................3
    Professionals Involved in the Offering .....................................................................................................................3
    Legal Authority.........................................................................................................................................................3
    Offering and Delivery of the Series 2010 Bonds ......................................................................................................3
    Continuing Disclosure ..............................................................................................................................................3
    Other Information .....................................................................................................................................................4
PLAN OF FINANCING................................................................................................................................................6
    Estimated Sources and Applications of Funds..........................................................................................................6
    The Project................................................................................................................................................................6
    Plan of Refunding .....................................................................................................................................................6

THE SERIES 2010 BONDS..........................................................................................................................................7
    Description................................................................................................................................................................7
    Redemption...............................................................................................................................................................7
    Book-Entry Only System..........................................................................................................................................8
    Legal Authority.......................................................................................................................................................10
    Investments .............................................................................................................................................................10
    Principal and Interest Requirements .......................................................................................................................11

SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2010 BONDS....................................................12
    Agreement ..............................................................................................................................................................12
    Resolution...............................................................................................................................................................12
    Bond Insurance .......................................................................................................................................................12
    Limited Obligations ................................................................................................................................................13
    Enforceability of Remedies ....................................................................................................................................13
BOND INSURANCE ..................................................................................................................................................13
    Bond Insurance Policy............................................................................................................................................13
    Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.) ................................14
THE ISSUER...............................................................................................................................................................15

LEGAL MATTERS ....................................................................................................................................................16
    Pending Litigation ..................................................................................................................................................16
    Tax Exemption........................................................................................................................................................16
    Closing Certificates ................................................................................................................................................18
MISCELLANEOUS....................................................................................................................................................18
    Rating......................................................................................................................................................................18
    Underwriting...........................................................................................................................................................18
    Independent Auditors..............................................................................................................................................18
    Additional Information ...........................................................................................................................................19
RESPONSIBILITY FOR OFFICIAL STATEMENT .................................................................................................20


                                                                                      (i)
                                                                                                                                                                       Page
APPENDIX A: CERTAIN INFORMATION CONCERNING THE CITY OF WOODSTOCK, GEORGIA.........A-1
APPENDIX B: FINANCIAL STATEMENTS OF THE CITY................................................................................B-1
APPENDIX C: DEFINITIONS AND SUMMARIES OF PRINCIPAL DOCUMENTS.........................................C-1
     Definitions..........................................................................................................................................................C-1
     The Resolution ..................................................................................................................................................C-5
     The Agreement.................................................................................................................................................C-13
APPENDIX D: FORM OF LEGAL OPINION........................................................................................................D-1
APPENDIX E: SPECIMEN BOND INSURANCE POLICY .................................................................................. E-1




                                                                                   (ii)
                                          OFFICIAL STATEMENT

                                                       of the
                     WOODSTOCK URBAN REDEVELOPMENT AGENCY

                                                  relating to its

                                     $20,280,000
                      REVENUE BONDS (WATER AND SEWER SYSTEM),
                                      Series 2010


                                       ________________________________



                                               INTRODUCTION
     The purpose of this Official Statement, which includes the cover page and the Appendices hereto, is to furnish
certain information in connection with the sale by the Woodstock Urban Redevelopment Agency of $20,280,000 in
aggregate principal amount of its Revenue Bonds (Water and Sewer System), Series 2010 (the “Series 2010
Bonds”). Definitions of certain terms used in this Official Statement and not otherwise defined herein are set forth
in Appendix C to this Official Statement under the heading “DEFINITIONS.”
     This Introduction is not a summary of this Official Statement and is intended only for quick reference. It is only
a brief description of and guide to, and is qualified in its entirety by reference to, more complete and detailed
information contained in the entire Official Statement, including the cover page and the Appendices hereto, and the
documents summarized or described herein. Potential investors should fully review the entire Official Statement.
The offering of the Series 2010 Bonds to potential investors is made only by means of the entire Official Statement,
including the Appendices hereto. No person is authorized to detach this Introduction from the Official Statement or
to otherwise use it without the entire Official Statement, including the Appendices hereto.

The Issuer
     The Woodstock Urban Redevelopment Agency (the “Issuer”), the issuer of the Series 2010 Bonds, is a public
body corporate and politic created and existing under the laws of the State of Georgia. For more complete
information, see “THE ISSUER” herein.
The City
     The City of Woodstock, Georgia (the “City”) is a municipal corporation of the State of Georgia, created by an
Act of the General Assembly of the State of Georgia in 1897. The City is located in the north central portion of the
State of Georgia approximately 25 miles northwest of the City of Atlanta. For more complete information, see
“THE CITY” herein.
Purpose of the Series 2010 Bonds
     The Issuer is issuing the Series 2010 Bonds for the purpose of financing or refinancing the cost of acquiring and
upgrading the City’s water and sewer system (the “System”), to be sold by the Issuer to the City through (i)
refinancing certain System Obligations of the City, including its: (a) outstanding City of Woodstock Water and
Sewerage Revenue Refunding Bonds, Series 1998 and (b) outstanding City of Woodstock Water and Sewerage
Refunding and Improvement Bonds, Series 2003, (ii) acquisition of 2.2 million gallon per day Rubes Creek Water
Reclamation Facility (the “Treatment Facility”) by the Issuer, (iii) installation of certain Facility improvements
including sanitary sewer grit chambers and the replacement and upgrade of the sanitary sewer screening system, and
(iv) conveyance of the Treatment Facility to the City pursuant to the Agreement, defined herein (the “Project”), and
to finance the costs of issuing the Series 2010 Bonds. For more complete information, see “PLAN OF
FINANCING” herein.
Security and Sources of Payment
for the Series 2010 Bonds
     The Series 2010 Bonds are special limited obligations of the Issuer payable solely from and secured by
installment payments of purchase price made by the City to the Issuer pursuant to an Intergovernmental Agreement
of Sale (the “Agreement”), dated as of September 1, 2010, between the Issuer and the City. The Series 2010 Bonds
will be equally and ratably secured on a parity basis with any additional revenue bonds of the Issuer hereafter issued
on a parity basis with the Series 2010 Bonds. The Series 2010 Bonds and any additional revenue bonds of the Issuer
hereafter issued on a parity basis with the Series 2010 Bonds are collectively referred to as the “Bonds” in this
Official Statement.
     The Agreement will obligate the City to make periodic installment payments of purchase price to the Issuer in
amounts calculated to be sufficient to enable the Issuer to pay, when due, the principal of, premium, if any, and
interest on the Bonds. The obligation of the City to make the installment payments of purchase price required by the
Agreement is a general obligation of the City to which its full faith and credit and taxing power are pledged. The
City will agree in the Agreement to levy an annual ad valorem tax on all taxable property located within the
corporate limits of the City, at such rates within the 10 mill limit prescribed by the City’s Charter or such greater
millage limit hereafter prescribed by applicable law, as may be necessary to produce in each year revenues which
are sufficient to fulfill the City’s obligations under the Agreement. To secure its obligations under the Bonds, the
Issuer adopted a Bond Resolution on September 13, 2010, as supplemented by a supplemental Pricing Resolution on
September 23, 2010 (collectively, the “Resolution”), pursuant to which the Issuer has assigned and pledged for the
benefit of the owners of the Bonds all of its right, title, interest, and remedies (except Unassigned Rights) in and to
the Agreement, including all installment payments of purchase price to be made by the City thereunder.
    Simultaneously with the issuance of the Series 2010 Bonds, Assured Guaranty Municipal Corp. (formerly
known as Financial Security Assurance Inc.) (“AGM” or the “Bond Insurer”) will issue an insurance policy (the
“Bond Insurance Policy”) that will insure payment of principal of and interest on the Series 2010 Bonds when due.
The Bond Insurance Policy will extend for the term of the Series 2010 Bonds and cannot be cancelled. For more
complete and detailed information, see “BOND INSURANCE” herein.
   For more complete and detailed information, see “SECURITY AND SOURCES OF PAYMENT FOR THE
SERIES 2010 BONDS” herein.
Description of the Series 2010 Bonds
     Redemption. The Series 2010 Bonds maturing on or after February 1, 2021 are subject to optional redemption,
not earlier than February 1, 2020, at the prices and on the terms described in this Official Statement, in the event of
optional prepayment of the installment payments of purchase price payable under the Agreement by the City. The
Series 2010 Bonds maturing on February 1, 2030 are subject to mandatory sinking fund redemption by the Issuer on
the dates and in the amounts described in this Official Statement. For more complete information, see “THE
SERIES 2010 BONDS - Redemption” herein.
     Denominations. The Series 2010 Bonds are issuable in the denominations of $5,000 or any integral multiple
thereof.
     Book-Entry Bonds. Each of the Series 2010 Bonds will be issued as fully registered bonds in the
denomination of one bond per aggregate principal amount of the stated maturity thereof, and, when issued, will be
registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), New York, New
York, an automated depository for securities and clearing house for securities transactions, which will act as
securities depository for the Series 2010 Bonds. Purchasers will not receive certificates representing their ownership
interest in the Series 2010 Bonds purchased. Purchases of beneficial interests in the Series 2010 Bonds will be made
in book-entry only form (without certificates), in authorized denominations, and, under certain circumstances as
more fully described in this Official Statement, such beneficial interests are exchangeable for one or more fully
registered bonds of like principal amount and maturity in authorized denominations. For more complete
information, see “THE SERIES 2010 BONDS - Book-Entry Only System” herein.
    Payments. So long as DTC or its nominee, Cede & Co., is the registered owner of the Series 2010 Bonds,
payments of the principal of, premium, if any, and interest on the Series 2010 Bonds will be made directly to Cede
& Co., which will remit such payments to the DTC participants, which will in turn remit such payments to the
beneficial owners of the Series 2010 Bonds.
    For a more complete description of the Series 2010 Bonds, see “THE SERIES 2010 BONDS” herein.




                                                         -2-
Tax Exemption
     In the opinion of Bond Counsel, under current law and subject to conditions described in “LEGAL MATTERS
- Tax Exemption -- Opinion of Bond Counsel” herein, interest on the Series 2010 Bonds (a) is not included in gross
income for Federal income tax purposes, (b) is not an item of tax preference for purposes of the Federal alternative
minimum income tax imposed on individuals and corporations, (c) is taken into account in determining adjusted
current earnings for the purposes of computing the alternative minimum tax imposed on certain corporations and
(d) is exempt from income taxation in the State of Georgia. A holder may be subject to other Federal tax
consequences as described in “LEGAL MATTERS - Tax Exemption -- Other Tax Matters” herein. Further, in
the opinion of Bond Counsel, under current law and subject to conditions described in “LEGAL MATTERS - Tax
Exemption -- Designation for Purchase by Financial Institutions” herein, the Series 2010 Bonds are qualified tax-
exempt obligations within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. See
Appendix D hereto for the form of the opinion Bond Counsel proposes to deliver in connection with the issuance of
the Series 2010 Bonds.
Bond Registrar and Paying Agent
    Regions Bank, Atlanta, Georgia, will act as bond registrar and as paying agent for the Series 2010 Bonds.
Professionals Involved
in the Offering

    Certain legal matters pertaining to the Issuer and its authorization and issuance of the Series 2010 Bonds are
subject to the approving opinion of Hunton & Williams LLP, Atlanta, Georgia, Bond Counsel. Copies of such
opinion will be available at the time of delivery of the Series 2010 Bonds, and a copy of the proposed form of such
opinion is attached hereto as Appendix D. Certain legal matters will be passed on for the Issuer and the City by their
general counsel, Moore Ingram Johnson & Steele, LLP, Marietta, Georgia, and for the Underwriter by its counsel,
Smith, Gambrell & Russell, LLP, Atlanta, Georgia. The basic financial statements of the City as of June 30, 2009
and for the year then ended, attached hereto as Appendix B, have been audited by James L. Whitaker, P.C.,
independent certified public accountants, to the extent and for the period indicated in their report thereon which
appears in Appendix B hereto. See “MISCELLANEOUS - Independent Auditors” herein.
Legal Authority

    The Series 2010 Bonds are being issued in accordance with the Constitution of the State of Georgia and
pursuant to the authority granted by the statutes of the State of Georgia and under the provisions of the Resolution.
For more complete information, see “THE SERIES 2010 BONDS - Legal Authority” herein.
Offering and Delivery of
the Series 2010 Bonds
     The Series 2010 Bonds are offered when, as, and if issued by the City and accepted by the Underwriter, subject
to prior sale and to withdrawal or modification of the offer without notice. The Series 2010 Bonds in definitive form
are expected to be delivered to The Depository Trust Company in New York, New York on or about September 30,
2010.

Continuing Disclosure
    The Issuer has determined that no financial or operating data concerning the Issuer is material to any decision to
purchase, hold, or sell the Series 2010 Bonds, and the Issuer will not provide any such information. The City has
undertaken all responsibilities for any continuing disclosure to beneficial owners of the Series 2010 Bonds as
described below, and the Issuer will have no liability to the beneficial owners of the Series 2010 Bonds or any other
person with respect to such disclosures.
     The City has covenanted in the Agreement and a Continuing Disclosure Certificate (the “Disclosure
Certificate”) for the benefit of the beneficial owners of the Series 2010 Bonds to provide certain financial
information and operating data relating to the City (the “Annual Report”) by not later than 210 days after the end of
each fiscal year of the City, commencing with fiscal year 2009, and to provide notices of the occurrence of certain
enumerated events, if material. The Annual Report will be filed by the City with the Municipal Securities
Rulemaking Board (the “MSRB”) in an electronic format as prescribed by the MSRB (which, as of the date hereof,
is the Electronic Municipal Market Access (“EMMA”) system of the MSRB). The notices of material events will be
filed by the City with the MSRB in an electronic format as prescribed by the MSRB (which, as of the date hereof, is
EMMA). The specific nature of the information to be contained in the Annual Report or the notices of material
events is summarized herein under the caption “MISCELLANEOUS - Summary of Continuing Disclosure



                                                         -3-
Certificate.” These covenants have been made in order to assist the Underwriter in complying with Securities and
Exchange Commission Rule 15c2-12(b)(5).
     The City is presently subject to a continuing disclosure undertaking that the City entered into with respect to its
outstanding Water and Sewerage Refunding and Improvement Revenue Bonds, Series 2003 (the “Water and Sewer
Bonds”). This undertaking requires the City, among other things, to file annual reports containing certain financial
information and operating data relating to the City’s water and sewer system by not later than 180 days after the end
of each fiscal year of the City, commencing with fiscal year 2003. For each fiscal year 2003 through 2008, the City
filed its comprehensive annual financial report (each a “CAFR”) as its annual report for such fiscal years. Each
CAFR contained the financial information required by the undertaking, but did not contain the operating data
required by the undertaking. In addition, although each annual report was due by the December 31 following the
end of the fiscal year, each CAFR was filed during the following January due to late delivery of the CAFR for such
fiscal year. The City has taken steps, including, among others, designating Digital Assurance Certification, LLC, as
its Dissemination Agent, to ensure that the annual report with respect to the Water and Sewer Bonds (as well as the
Annual Report with respect to the Series 2010 Bonds) for fiscal year 2009 and for each fiscal year thereafter, is
complete and filed on a timely basis.
Other Information
    This Official Statement speaks only as of its date, and the information contained herein is subject to change.
     This Official Statement contains forecasts, projections, and estimates that are based on current expectations but
are not intended as representations of fact or guarantees of results. If and when included in this Official Statement,
the words “expects,” “forecasts,” “projects,” “intends,” “anticipates,” “estimates,” and analogous expressions are
intended to identify forward-looking statements as defined in the Securities Act of 1933, as amended, and any such
statements inherently are subject to a variety of risks and uncertainties, which could cause actual results to differ
materially from those contemplated in such forward-looking statements. These forward-looking statements speak
only as of the date of this Official Statement. The Issuer and the City each disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change
in its expectations with regard thereto or any change in events, conditions, or circumstances on which any such
statement is based.
     This Official Statement and the Appendices hereto contain brief descriptions of, among other matters, the
Issuer, the City, the Bond Insurer, the Series 2010 Bonds, the Agreement, the Resolution, and the security and
sources of payment for the Series 2010 Bonds. Such descriptions and information do not purport to be
comprehensive or definitive. The summaries of various constitutional provisions and statutes, the Agreement, the
Resolution, the Bond Insurance Policy, and other documents are intended as summaries only and are qualified in
their entirety by reference to such laws and documents, and references herein to the Series 2010 Bonds are qualified
in their entirety to the form thereof included in the Resolution. A specimen Bond Insurance Policy is included as
Appendix E to this Official Statement. Copies of the Agreement, the Resolution, and other documents and
information are available, upon request and upon payment to the City of a charge for copying, mailing, and
handling, from Jeffrey S. Moon, City Manager, City of Woodstock, Georgia, 12453 Highway 92, Woodstock,
Georgia 30188, telephone (770) 592-6000. During the period of the offering of the Series 2010 Bonds copies of
such documents are available, upon request and upon payment to the Underwriter of a charge for copying, mailing,
and handling, from Merchant Capital, LLC, One Buckhead Plaza, Suite 1700, 3060 Peachtree Road, NW, Atlanta,
Georgia 30305, telephone (404) 504-2760.
    The Series 2010 Bonds and the Bond Insurance Policy have not been registered under the Securities Act of
1933, and the Resolution has not been qualified under the Trust Indenture Act of 1939, in reliance on exemptions
contained in such Acts.
    This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there
be any sale of the Series 2010 Bonds by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation, or sale.
     No dealer, broker, salesman, or other person has been authorized by the Issuer, the City, the Bond Insurer, or
the Underwriter to give any information or to make any representations other than those contained in this Official
Statement, and, if given or made, such other information or representations should not be relied upon as having been
authorized by the Issuer, the City, the Bond Insurer, or the Underwriter. Except where otherwise indicated, all
information contained in this Official Statement has been provided by the City. The Bond Insurer makes no
representation regarding the Series 2010 Bonds or the advisability of investing in the Series 2010 Bonds. In
addition, the Bond Insurer has not independently verified, makes no representation regarding, and does not accept
any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure
contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding the Bond



                                                          -4-
Insurer supplied by the Bond Insurer and presented under the headings “BOND INSURANCE” herein and
“APPENDIX E - SPECIMEN BOND INSURANCE POLICY” attached hereto as Appendix E. The information
set forth herein has been obtained by the City from sources that are believed to be reliable but is not guaranteed as to
accuracy or completeness by the City or the Underwriter. The Issuer has not provided information regarding the
City and does not certify as to the accuracy or sufficiency of the disclosure practices of or content of the information
provided by the City and is not responsible for the information provided by the City. The information contained
herein is subject to change without notice, and neither the delivery of this Official Statement nor any sale made
hereunder shall under any circumstances create an implication that there has been no change in the affairs of the
Issuer, the City, or the Bond Insurer, since the date hereof or the earlier dates set forth herein as of which certain
information contained herein is given.
    In connection with this offering, the Underwriter may over-allot or effect transactions which stabilize or
maintain the market prices of the Series 2010 Bonds at a level above that which might otherwise prevail in the open
market. Such stabilizing, if commenced, may be discontinued at any time.




                                   [Remainder of Page Intentionally Left Blank]




                                                          -5-
                                                  PLAN OF FINANCING
Estimated Sources and
Applications of Funds
    The sources and applications of funds in connection with the issuance of the Series 2010 Bonds are estimated
below.
                Estimated Sources of Funds:
                  Proceeds of Series 2010 Bonds                                       $ 20,280,000.00
                  Net Original Issue Premium                                               421,646.05
                  Transfer from Prior Reserve Account                                    1,373,000.00
                Total Sources of Funds                                                $ 22,074,646.05
                Estimated Applications of Funds:
                  Payment of Prior Series 1998 Bonds                                      $ 94,413.19
                  Deposit to Escrow Account for Prior Series 2003 Bonds                 12,569,608.14
                  Costs of Project                                                       9,005,000.00
                  Costs of Issuance(1)                                                     405,624.72
                Total Applications of Funds                                           $ 22,074,646.05


(1) Cost of Issuance includes Bond Insurance Premium and Underwriting Discount.
________________________


The Project
     The City previously adopted an Urban Redevelopment Plan in order to rehabilitate conserve and redevelop
certain areas within the City in the interests of public health, safety, morals and welfare of its residents. The City’s
historic downtown has undergone significant growth with new commercial development, mid-rise condominiums,
townhomes, single family homes as well as redevelopment and infill projects. As a result of the growth, the City has
stressed its service delivery and is in particular the need for more efficient operations of waste water treatment. At
one point in the past several years demand had become so great that the City was ordered by the Georgia
Environmental Protection Division (EPD) to implement a moratorium on new sewer connections to allow the major
upgrade and expansion to the sewer plant. The City, by an Ordinance adopted by its Mayor and Council on
September 13, 2010 voted to establish a new Urban Redevelopment Area within the City and approved an
amendment and modification to its exiting Urban Redevelopment Plan to provide for the Project.
     The Project, which is located within the new Urban Redevelopment Area, consists of the acquisition and
upgrading of the City’s water and sewer system (the “System”), to be sold by the Issuer to the City through (i)
refinancing certain System obligations of the City, including its: (a) outstanding City of Woodstock Water and
Sewerage Revenue Refunding Bonds, Series 1998 and (b) outstanding City of Woodstock Water and Sewerage
Refunding and Improvement Bonds, Series 2003, (ii) acquisition of 2.2 million gallon per day Rubes Creek Water
Reclamation Facility (the “Treatment Facility”) by the Issuer, (iii) installation of certain Treatment Facility
improvements including sanitary sewer grit chambers and the replacement and upgrade of the sanitary sewer
screening system, and (iv) conveyance of the Treatment Facility to the City pursuant to the Agreement.
Plan of Refunding

         Upon the issuance and delivery of the Series 2010 Bonds, the Issuer will apply, or cause the Underwriter to
apply, a portion of the net proceeds of the Series 2010 Bonds to (i) optionally redeem and pay the $92,811.80 in
remaining outstanding City of Woodstock Water and Sewerage Revenue Refunding Bonds, Series 1998 (the “Series
1998 Bonds”) and (ii) transfer to the Escrow Agent for deposit into the Escrow Fund created under the Escrow
Deposit Agreement to provide for the payment of the principal amount of and interest on the $11,370,000 in
remaining outstanding principal amount of City of Woodstock Water and Sewerage Refunding and Improvement
Bonds, Series 2003 (the “Series 2003 Bonds”) due on July 1, 2011 and July 1 2012 and the payment of the principal
amount of, redemption premium (if any) and interest on the Series 2003 Bonds to optionally redeem all of the
remaining outstanding Series 2003 Bond on July 1, 2013 in accordance with the Escrow Deposit Agreement.




                                                                  -6-
     For a discussion of restrictions that apply to the use and investment of the proceeds of the Series 2010 Bonds,
see “THE RESOLUTION - Creation of Project Fund” in Appendix C hereto.



                                         THE SERIES 2010 BONDS
Description
     The Series 2010 Bonds are being issued in the aggregate principal amount of $20,280,000. The Series 2010
Bonds will be dated as of their date of issuance and delivery, and will bear interest at the rates per annum set forth
on the cover page of this Official Statement, computed on the basis of a 360-day year consisting of twelve 30-day
months, payable on February 1, 2011 and semiannually thereafter on February 1 and August 1 of each year (each an
“Interest Payment Date”) and will mature on the dates and in the amounts set forth on the inside front cover page of
this Official Statement, unless earlier called for redemption.
    The Series 2010 Bonds are issuable only as fully registered bonds, without coupons, in any authorized
denomination. Purchases of beneficial ownership interests in the Series 2010 Bonds will be made in book-entry
form and purchasers will not receive certificates representing interests in the Series 2010 Bonds so purchased. If the
book-entry system is discontinued, Series 2010 Bonds will be delivered as described in the Resolution, and
beneficial owners of the Series 2010 Bonds will become the registered owners of the Series 2010 Bonds. See “THE
SERIES 2010 BONDS - Book-Entry Only System” herein.

Redemption
     Optional Redemption

     Any Series 2010 Bonds maturing on February 1, 2021 and thereafter will be subject to optional redemption
prior to maturity by the Issuer upon the written request of the City pursuant to the Agreement, in whole or in part on
any day (and if in part in an authorized denomination), in either case on or after February 1, 2020, at a redemption
price equal to 100% of the principal amount of the Series 2010 Bonds to be redeemed plus accrued interest to the
redemption date, all in the manner provided in the Resolution.

     Mandatory Redemption
     of Series 2010 Bonds

     The Series 2010 Bonds maturing on February 1, 2030, are subject to mandatory sinking fund redemption on
February 1, 2029, and on each February 1 thereafter to and including February 1, 2030, at a redemption price equal
to 100% of the principal amount set forth in the table below, plus accrued interest thereon to such redemption date
(the 2030 amount to be paid rather than redeemed):

                                  February 1                            Principal
                                  of the Year                            Amount
                                      2029                           $ 1,425,000
                                      2030                             1,495,000*
                      _______________
                      * Maturity.


     Redemption Notices

     Unless waived by any owner of Series 2010 Bonds to be redeemed, official notice of any redemption of Series
2010 Bonds will be given by the Bond Registrar on behalf of the Issuer by mailing a copy of an official redemption
notice by first class mail, postage prepaid, at least 30 days and not more than 60 days prior to the date fixed for
redemption to the registered owner of the Series 2010 Bonds to be redeemed at the address shown on the Bond
Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar.
     Notice having been given in the manner and under the conditions described above, and monies for payment of
the redemption price being held by the Paying Agent as provided in the Resolution, the Series 2010 Bonds or
portions of Series 2010 Bonds so called for redemption will, on the redemption date designated in such notice,
become and be due and payable at the redemption price provided for redemption of such Series 2010 Bonds on such


                                                         -7-
date, and interest on the Series 2010 Bonds or portions of Series 2010 Bonds so called for redemption will cease to
accrue, such Series 2010 Bonds or portions of Series 2010 Bonds will cease to be entitled to any lien, benefit, or
security under the Resolution, and the owners of such Series 2010 Bonds or portions of Series 2010 Bonds will have
no rights in respect thereof except to receive payment of the redemption price thereof.
Book-Entry Only System
     The Depository Trust Company (“DTC”), New York, New York, or its successor, will act as securities
depository for the Series 2010 Bonds. The Series 2010 Bonds will be issued as fully registered securities registered
in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized
representative of DTC. One fully registered Series 2010 Bond will be issued for each maturity, in the aggregate
principal amount of such maturity, and will be deposited with DTC.

    So long as DTC or its nominee is the registered owner of the Series 2010 Bonds, payments of the principal and
redemption premium of and interest due on the Series 2010 Bonds will be payable directly to DTC.
     DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York
Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code,
and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of
1934. DTC holds and provides asset servicing for over 2 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments from over 85 countries that DTC’s participants
(“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants
of sales and other securities transactions in deposited securities, through electronic computerized book-entry
transfers and pledges between Direct Participants accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation (“DTCC”). DTCC, in turn, is owned by a number of Direct Participants
of DTC and members of the National Securities Clearing Corporation, Government Securities Clearing Corporation,
MBS Clearing Corporation, and Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, and EMCC, also
subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and
the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear
through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect
Participants”). DTC has Standard & Poor’s highest rating: AAA. The DTC Rules applicable to its Participants are
on file with the Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com.
     Purchases of Series 2010 Bonds under the DTC system must be made by or through Direct Participants, which
will receive a credit for the Series 2010 Bonds on DTC’s records. The ownership interest of each actual purchaser
of each Series 2010 Bond (a “Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’
records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners
are, however, expected to receive written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Series 2010 Bonds are to be accomplished by entries made
on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Series 2010 Bonds, except in the event that use of the
book-entry system for the Series 2010 Bonds is discontinued.
     To facilitate subsequent transfers, all Series 2010 Bonds deposited by Direct Participants with DTC are
registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an
authorized representative of DTC. The deposit of Series 2010 Bonds with DTC and their registration in the name of
Cede & Co., or such other DTC nominee, do not effect any change in beneficial ownership. DTC has no knowledge
of the actual Beneficial Owners of the Series 2010 Bonds; DTC’s records reflect only the identity of the Direct
Participants to whose accounts such Series 2010 Bonds are credited, which may or may not be the Beneficial
Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on
behalf of their customers.
     Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.




                                                          -8-
    Redemption notices will be sent to DTC. If less than all of the Series 2010 Bonds within a maturity are being
redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such
maturity to be redeemed.

     Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2010
Bonds unless authorized by a Direct Participant in accordance with DTC’s procedures. Under its usual procedures,
DTC mails an Omnibus Proxy to the Bond Registrar as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Series 2010
Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).
     Principal, premium, and interest payments on the Series 2010 Bonds will be made to Cede & Co., or such other
nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct
Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Issuer or the
Paying Agent, on the payable date in accordance with their respective holdings shown on DTC’s records. Payments
by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the
responsibility of such Participant and not of DTC, the Paying Agent, or the Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of principal, premium, and interest to Cede
& Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of
the Issuer or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of
DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect
Participants.
     DTC may discontinue providing its services as securities depository with respect to the Series 2010 Bonds at
any time by giving reasonable notice to the Issuer and the Bond Registrar. Under such circumstances, in the event
that a successor securities depository is not obtained, Series 2010 Bonds are required to be printed and delivered.
    The Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, Bonds will be printed and delivered to DTC.
     The information concerning DTC and DTC’s book-entry system set forth above has been obtained from sources
that the Issuer believes to be reliable, but the City takes no responsibility for the accuracy thereof.
   SO LONG AS CEDE & CO., AS NOMINEE FOR DTC, IS THE SOLE BONDHOLDER, THE ISSUER
SHALL TREAT CEDE & CO. AS THE ONLY BONDHOLDER FOR ALL PURPOSES, INCLUDING RECEIPT
OF ALL PRINCIPAL AND PREMIUM OF AND INTEREST ON THE SERIES 2010 BONDS, RECEIPT OF
NOTICES, VOTING, AND REQUESTING OR DIRECTING THE ISSUER TO TAKE OR NOT TO TAKE, OR
CONSENTING TO, CERTAIN ACTIONS. THE ISSUER HAS NO RESPONSIBILITY OR OBLIGATION TO
THE DIRECT OR INDIRECT PARTICIPANTS OR THE BENEFICIAL OWNERS WITH RESPECT TO (A)
THE ACCURACY OF ANY RECORDS MAINTAINED BY DTC OR ANY DIRECT OR INDIRECT
PARTICIPANT; (B) THE PAYMENT BY ANY DIRECT OR INDIRECT PARTICIPANT OF ANY AMOUNT
DUE TO ANY BENEFICIAL OWNER IN RESPECT OF THE PRINCIPAL AND PREMIUM OF AND
INTEREST ON THE SERIES 2010 BONDS; (C) THE DELIVERY OR TIMELINESS OF DELIVERY BY ANY
DIRECT OR INDIRECT PARTICIPANT OF ANY NOTICE TO ANY BENEFICIAL OWNER THAT IS
REQUIRED OR PERMITTED UNDER THE TERMS OF THE RESOLUTION TO BE GIVEN TO
BONDHOLDERS; OR (D) OTHER ACTION TAKEN BY DTC OR CEDE & CO. AS BONDHOLDER.
     Beneficial Owners of the Series 2010 Bonds may experience some delay in their receipt of distributions of
principal and interest on the Series 2010 Bonds since such distributions will be forwarded by the Paying Agent to
DTC and DTC will credit such distributions to the accounts of Direct Participants, which will thereafter credit them
to the accounts of Beneficial Owners either directly or indirectly through Indirect Participants.

     Issuance of the Series 2010 Bonds in book-entry form may reduce the liquidity of the Series 2010 Bonds in the
secondary trading market since investors may be unwilling to purchase Series 2010 Bonds for which they cannot
obtain physical certificates. In addition, since transactions in the Series 2010 Bonds can be effected only through
DTC, Direct Participants, Indirect Participants, and certain banks, the ability of a Beneficial Owner to pledge Series
2010 Bonds to persons or entities that do not participate in the DTC system, or otherwise to take action in respect of
such Series 2010 Bonds, may be limited due to lack of a physical certificate. Beneficial Owners will not be
recognized by the Bond Registrar as registered owners for purposes of the Resolution, and Beneficial Owners will
be permitted to exercise the rights of registered owners only indirectly through DTC and the Direct or Indirect
Participants.




                                                         -9-
Legal Authority
    The Series 2010 Bonds are being issued pursuant to the authority granted by Chapter 61 of Title 36 of the
Official Code of Georgia Annotated, entitled the “Urban Redevelopment Law,” as amended (the “Urban
Redevelopment Law”). The Series 2010 Bonds are being issued under the provisions of the Resolution.
    The Issuer is authorized pursuant to the Urban Redevelopment Law:
        (1) to issue bonds to finance the undertaking of any “urban redevelopment project” under the Urban
    Redevelopment Law, which bonds shall be made payable, as to both principal and interest, solely from the
    income, proceeds, revenues, and funds of the Issuer derived from or held in connection with its undertaking and
    carrying out of urban redevelopment projects under the Urban Redevelopment Law;
         (2) to undertake and carry out within the corporate limits of the City “urban redevelopment projects,”
    which are defined under the Urban Redevelopment Law to include undertakings or activities of the Issuer in an
    urban redevelopment area for the elimination and for the prevention of the development or spread of slums and
    may involve slum clearance and redevelopment in an urban redevelopment area, rehabilitation or conservation
    in an urban redevelopment area, or any combination or part thereof, in accordance with an urban redevelopment
    plan adopted pursuant to the Urban Redevelopment Law;
         (3) to include undertakings or activities of a municipality or county in an urban redevelopment area for
    the elimination and for the prevention of the development or spread of slums and may involve, “rehabilitation”
    or “conservation” in an urban redevelopment area, in accordance with an “urban redevelopment plan”;
        (4) to acquire real property and provide land for public facilities and, for the purpose of planning,
    undertaking or carrying out of an urban redevelopment project with an area in which the City and Issuer are
    authorized to act, cause public buildings and public facilities, including…water, sewer or drainage facilities, or
    any other works which it is empowered to undertake to be furnished; and
         (5) to make and execute contracts and other instruments necessary or convenient to the exercise of its
    powers under the Urban Redevelopment Law, to acquire, by purchase, grant, or otherwise, any real property
    (defined to include all lands, including improvements and fixtures thereon and property of any nature
    appurtenant thereto or used in connection therewith), to hold, improve, clear, or prepare for redevelopment any
    such property, to dispose of any real property, and to borrow money for the purposes of the Urban
    Redevelopment Law and to give such security as may be required and to enter into and carry out contracts in
    connection therewith.
    The City, by ordinance adopted on September 28, 2009, designated the area covered by the hereinafter defined
Urban Redevelopment Plan as an “urban redevelopment area,” or “slum area,” and determined that such area was
appropriate for an urban redevelopment project. The City Council of the City held a public hearing on September
28, 2009, after public notice, on a proposed urban redevelopment plan entitled “Downtown Woodstock Urban
Redevelopment Plan.” The City, by ordinance adopted on October 12, 2009, approved the Urban Redevelopment
Plan. The City Council of the City amended the original Urban Redevelopment Plan to provide for the Project, after
public notice and by ordinance adopted by the City on September 13, 2010, which modified the Urban
Redevelopment Plan) and the urban redevelopment projects set forth therein, including the Project.
     The Urban Redevelopment Law authorizes the City to appropriate such funds and make such expenditures as
may be necessary to carry out the purposes of the Urban Redevelopment Law and to levy taxes and assessments for
such purposes. Article IX, Section III, Paragraph I of the Constitution of the State of Georgia of 1983 authorizes the
City (1) to contract for any period not exceeding fifty years with any public corporation or public authority for joint
services, for the provision of services, or for the joint or separate use of facilities or equipment, if such contract deals
with activities, services, or facilities that the contracting parties are authorized by law to undertake or provide, and
(2) in connection with any such contract to convey any existing facilities or equipment to any public corporation or
public authority.
     The execution, delivery, and performance of the Agreement by the City was authorized and approved pursuant
to an ordinance adopted by the City Council of the City on September 13, 2010.
Investments
    For a description of how the proceeds of the Series 2010 Bonds are to be invested pending their use, the
provisions governing those investments, the conditions that must be satisfied before the proceeds of the Series 2010
Bonds may be applied to their intended use, and other provisions governing the investment of the proceeds of the
Series 2010 Bonds and the amounts held to pay debt service on the Series 2010 Bonds, see “THE RESOLUTION -
Investment of Funds; Valuation of Investments” in Appendix C hereto.




                                                           -10-
Principal and Interest Requirements
     Set forth below are the principal and interest payment requirements with respect to the Series 2010 Bonds. For purposes of calculating the principal payable
in any year, the relevant maturity or mandatory redemption amount is used. A description of the debt service requirements of the City is set forth herein under
“CITY DEBT STRUCTURE - Debt Service Requirements.”

                                                                       Series 2010 Bonds
                                                Year                                                  Total
                                               Ending                                              Debt Service
                                              February 1       Principal             Interest      Requirements
                                                 2011                                $ 226,379         $ 226,379
                                                 2012          $ 330,000               673,525         1,003,525
                                                 2013            340,000               666,925         1,006,925
                                                 2014            910,000               660,125         1,570,125
                                                 2015            930,000               641,925         1,571,925
                                                 2016            955,000               616,025         1,571,025
                                                 2017            975,000               596,925         1,571,925
                                                 2018          1,005,000               567,675         1,572,675
                                                 2019          1,035,000               537,525         1,572,525
                                                 2020          1,065,000               506,475         1,571,475
                                                 2021          1,095,000               474,525         1,569,525
                                                 2022          1,130,000               441,675         1,571,675
                                                 2023          1,165,000               407,775         1,572,775
                                                 2024          1,200,000               370,825         1,570,825
                                                 2025          1,240,000               333,325         1,573,325
                                                 2026          1,280,000               289,650         1,569,650
                                                 2027          1,325,000               247,300         1,572,300
                                                 2028          1,380,000               194,300         1,574,300
                                                 2029          1,425,000               146,000         1,571,000
                                                 2030          1,495,000                74,750         1,569,750
                                                            $ 20,280,000         $ 8,673,629        $ 28,953,629




                                                                              -11-
                             SECURITY AND SOURCES OF PAYMENT
                                 FOR THE SERIES 2010 BONDS
Agreement
     Pursuant to the Agreement, the City has agreed to pay to the Issuer installment payments of purchase price for
the Project in such amounts and at such times as will be sufficient to enable the Issuer to pay the principal of,
premium, if any, and interest on the Bonds, as and when the same become due and payable. The obligation of the
City to make the installment payments required by the Agreement is a general obligation of the City, to which its
full faith and credit and taxing power are pledged.
     The City has agreed in the Agreement to levy, to the extent necessary, an annual ad valorem tax on all taxable
property located within the territorial limits of the City, as now existent and as the same may hereafter be extended,
at such rate or rates, within the 10 mill limit prescribed by the City’s Charter or within such greater millage as may
hereafter be prescribed by applicable law, as may be necessary to produce in each year revenues that will be
sufficient to fulfill the City’s obligations under the Agreement, from which revenues the City agreed to appropriate
sums sufficient to pay in full when due all of the City’s obligations under the Agreement.
     The City has also agreed in the Agreement that in order to make funds available for such purpose in each fiscal
year, it will, in its general revenue, appropriation, and budgetary measures through which its tax funds or revenues
and the allocation thereof are controlled or provided for, include sums sufficient to satisfy any such installment
payments of purchase price that may be required to be made under the Agreement, whether or not any other sums
are included in such measure, until all payments so required to be made under the Agreement shall have been made
in full.
    The City’s obligation to make the payments required under the Agreement is absolute and unconditional and
will not expire so long as any of the Bonds remain outstanding and unpaid. See “THE AGREEMENT -
Obligations of City Absolute and Unconditional” in Appendix C hereto.
Resolution

     To secure its obligations under the Series 2010 Bonds, the Issuer has adopted the Resolution, pursuant to which
the Issuer has collaterally assigned and pledged for the benefit of the owners of the Series 2010 Bonds all of the
Issuer’s right, title, interest, and remedies in and to the Agreement, including all payments to be received thereunder.
The Resolution provides that the lien of this pledge is valid and binding against the Issuer and against all parties
having claims of any kind against the Issuer, whether such claims arise in contract, tort, or otherwise and
irrespective of whether such parties have notice of the lien created by the Resolution. The Issuer has covenanted in
the Resolution not to create or permit to be created any lien, security interest, or charge upon the revenues received
by the Issuer constituting installments payments of purchase price pursuant to the Agreement (the “Pledged
Revenues”) or the Agreement, other than the pledge and assignment created by the Resolution. See “THE
RESOLUTION - Liens” in Appendix C hereto.
    The Issuer has not granted any lien on or security interest in the Project or any other assets of the Issuer
or the revenues therefrom (other than the Pledged Revenues) to secure the Series 2010 Bonds.
    The Resolution permits the issuance of additional parity bonds, which, if issued, would be equally and ratably
secured on a parity basis with the Series 2010 Bonds. See “THE RESOLUTION - Additional Parity Bonds” in
Appendix C hereto.
    The Issuer may issue other bonds for the purpose of financing unrelated projects, which are not and will not be
secured by the Resolution or the Agreement. Such bonds, except any parity bonds issued under the Resolution, will
be secured by instruments separate and apart from the Resolution and the Agreement.
Bond Insurance
    Payment of the principal of and interest on the Series 2010 Bonds when due will be insured by the Bond
Insurance Policy, which will be issued by the Bond Insurer simultaneously with the delivery of the Series 2010
Bonds. Payment under such policy is subject to certain conditions described under “BOND INSURANCE - Bond
Insurance Policy” herein. The Bond Insurance Policy will extend for the life of the Series 2010 Bonds and cannot
be cancelled. For a description of the Bond Insurer and the terms and conditions of the Bond Insurance Policy, see
“BOND INSURANCE” herein and “SPECIMEN BOND INSURANCE POLICY” attached hereto as
Appendix E.




                                                         -12-
Limited Obligations
    The Series 2010 Bonds are special limited obligations of the Issuer payable solely from installment payments of
purchase price made by the City to the Issuer pursuant to the Agreement. The Series 2010 Bonds are not payable
from and are not secured by a charge, lien, or encumbrance upon any funds or assets of the Issuer other than the
Pledged Revenues and the funds created and held under the Resolution.
      The Series 2010 Bonds, however, do not constitute direct obligations of the City and are not directly
secured by the general faith and credit or the taxing power of the City, the State of Georgia, or any other
political subdivision thereof, and the Series 2010 Bonds will not be or be deemed to constitute a debt of the
State of Georgia, the Issuer, or the City or any other political subdivision of the State of Georgia within the
meaning of any pertinent constitutional or statutory limitation on indebtedness. The Issuer has no taxing
power and has no legal right to receive appropriations from the State of Georgia or the City, except under the
Agreement. No owner of any Series 2010 Bonds shall, by virtue of being such an owner and without regard to
any rights such owner may have under other instruments and agreements, including the Agreement, ever
have the right to compel the exercise of the taxing power of the State of Georgia or any political subdivision
thereof, including the City, to pay the Series 2010 Bonds or the interest thereon, or to enforce the payment
thereof against any property of the Issuer (other than property assigned and pledged under the Resolution),
the State of Georgia, or any political subdivision thereof, including the City.
Enforceability of Remedies

    The realization of value from the pledge of the Pledged Revenues and the taxing power of the City under the
Agreement upon any default will depend upon the exercise of various remedies specified by the Resolution and the
Agreement. These and other remedies may require judicial actions, which are often subject to discretion and delay
and which may be difficult to pursue. The enforceability of rights and remedies with respect to the Series 2010
Bonds may be limited by state and federal laws, rulings, and decisions affecting remedies and by bankruptcy,
reorganization, insolvency, or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted. A
court may decide not to order the specific performance of the covenants contained in the Resolution or the
Agreement.

     Section 36-80-5 of the Official Code of Georgia Annotated provides that no authority or municipality created
under the Constitution or laws of the State of Georgia shall be authorized to file a petition for relief from payment of
its debts as they mature or a petition for composition of its debts under any federal statute providing for such relief
or composition or otherwise to take advantage of any federal statute providing for the adjustment of debts of
political subdivisions and public agencies and instrumentalities. Section 36-80-5 of the Official Code of Georgia
Annotated also provides that no chief executive, mayor, city council, or other governmental officer, governing body,
or organization shall be empowered to cause or authorize the filing by or on behalf of any authority or municipality
created under the Constitution or laws of the State of Georgia of any petition for relief from payment of its debts as
they mature or a petition for composition of its debts under any federal statute providing for such relief or
composition or otherwise to take advantage of any federal statute providing for the adjustment of debts of political
subdivisions and public agencies and instrumentalities.



                                             BOND INSURANCE
Introduction
    The Issuer has applied to the Bond Insurer for the issuance, concurrently with the issuance of the Series 2010
Bonds, of the Bond Insurance Policy. The information following but not including this introductory paragraph has
been furnished solely by the Bond Insurer for inclusion in this Official Statement. No representation is made by the
Issuer as to the accuracy, completeness, or adequacy of such information or as to the absence of material adverse
changes in the condition of the Bond Insurer. Reference is made to Appendix E for a specimen of the Bond
Insurance Policy, which should be read in its entirety.
Bond Insurance Policy
     Concurrently with the issuance of the Series 2010 Bonds, the Bond Insurer will issue the Bond Insurance
Policy. The Bond Insurance Policy guarantees the scheduled payment of principal of and interest on the Series 2010
Bonds when due as set forth in the form of the Bond Insurance Policy included as Appendix E to this Official
Statement.




                                                         -13-
   The Bond Insurance Policy is not covered by any insurance security or guaranty fund established under New
York, California, Connecticut or Florida Insurance Law.
Assured Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.)
     AGM is a New York domiciled financial guaranty insurance company and a wholly owned subsidiary of
Assured Guaranty Municipal Holdings Inc. (“Holdings”). Holdings is an indirect subsidiary of Assured Guaranty
Ltd. (“AGL”), a Bermuda-based holding company whose shares are publicly traded and are listed on the New York
Stock Exchange under the symbol “AGO”. AGL, through its operating subsidiaries, provides credit enhancement
products to the U.S. and global public finance, infrastructure and structured finance markets. No shareholder of
AGL, Holdings or AGM is liable for the obligations of AGM.
   Effective November 9, 2009, Financial Security Assurance Inc. changed its name to Assured Guaranty
Municipal Corp.
     AGM’s financial strength is rated “AAA” (negative outlook) by Standard and Poor’s Ratings Services, a
Standard & Poor’s Financial Services LLC business (“S&P”) and “Aa3” (negative outlook) by Moody’s Investors
Service, Inc. (“Moody’s”). On February 24, 2010, Fitch, Inc. (“Fitch”), at the request of AGL, withdrew its “AA”
(Negative Outlook) insurer financial strength rating of AGM at the then current rating level. Each rating of AGM
should be evaluated independently. An explanation of the significance of the above ratings may be obtained from
the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any security, and such
ratings are subject to revision or withdrawal at any time by the rating agencies, including withdrawal initiated at the
request of AGM in its sole discretion. Any downward revision or withdrawal of any of the above ratings may have
an adverse effect on the market price of any security guaranteed by AGM. AGM does not guarantee the market
price of the securities it insures, nor does it guarantee that the ratings on such securities will not be revised or
withdrawn.

Current Financial Strength Ratings

    On May 17, 2010, S&P published a Research Update in which it affirmed its “AAA” counterparty credit and
financial strength ratings on AGM. At the same time, S&P continued its negative outlook on AGM. Reference is
made to the Research Update, a copy of which is available at www.standardandpoors.com, for the complete text of
S&P’s comments.
   In a press release dated February 24, 2010, Fitch announced that, at the request of AGL, it had withdrawn the
“AA” (Negative Outlook) insurer financial strength rating of AGM at the then current rating level. Reference is
made to the press release, a copy of which is available at www.fitchratings.com, for the complete text of Fitch’s
comments.
     On December 18, 2009, Moody’s issued a press release stating that it had affirmed the “Aa3” insurance
financial strength rating of AGM, with a negative outlook. Reference is made to the press release, a copy of which
is available at www.moodys.com, for the complete text of Moody’s comments.
    There can be no assurance as to any further ratings action that Moody’s or S&P may take with respect to AGM.
    For more information regarding AGM’s financial strength ratings and the risks relating thereto, see AGL’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2009, which was filed by AGL with the
Securities and Exchange Commission (the “SEC”) on March 1, 2010, AGL’s Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2010, which was filed by AGL with the SEC on May 10, 2010, and AGL’s
Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010, which was filed by AGL with the SEC
on August 9, 2010.

Capitalization of AGM

    At June 30, 2010, AGM’s consolidated policyholders’ surplus and contingency reserves were approximately
$2,264,680,337 and its total net unearned premium reserve was approximately $2,259,557,420, in each case, in
accordance with statutory accounting principles.

Incorporation of Certain Documents by Reference

     Portions of the following documents filed by AGL with the SEC that relate to AGM are incorporated by
reference into this Official Statement and shall be deemed to be a part hereof:




                                                         -14-
        (i)      The Annual Report on Form 10-K for the fiscal year ended December 31, 2009 (which was filed
                 by AGL with the SEC on March 1, 2010);

        (ii)     The Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010 (which was
                 filed by AGL with the SEC on May 10, 2010); and

        (iii)    The Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2010 (which was filed
                 by AGL with the SEC on August 9, 2010).

    All information relating to AGM included in, or as exhibits to, documents filed by AGL pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, after the filing of the last document referred to
above and before the termination of the offering of the Bonds shall be deemed incorporated by reference into this
Official Statement and to be a part hereof from the respective dates of filing such documents. Copies of materials
incorporated by reference are available over the internet at the SEC’s website at http://www.sec.gov, at AGL’s
website at http://www.assuredguaranty.com, or will be provided upon request to Assured Guaranty Municipal Corp.
(formerly known as Financial Security Assurance Inc.): 31 West 52nd Street, New York, New York 10019,
Attention: Communications Department (telephone (212) 826-0100).
    Any information regarding AGM included herein under the caption “BOND INSURANCE — Assured
Guaranty Municipal Corp. (formerly known as Financial Security Assurance Inc.)” or included in a document
incorporated by reference herein (collectively, the “AGM Information”) shall be modified or superseded to the
extent that any subsequently included AGM Information (either directly or through incorporation by reference)
modifies or supersedes such previously included AGM Information. Any AGM Information so modified or
superseded shall not constitute a part of this Official Statement, except as so modified or superseded.
     AGM makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition,
AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for
the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted
herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and
presented under the heading “BOND INSURANCE”.



                                                 THE ISSUER
     The Woodstock Urban Redevelopment Agency is a public body corporate and politic created and existing under
the laws of the State of Georgia, particularly the Urban Redevelopment Law. The City, by resolution adopted on
September 28, 2009, activated the Issuer and elected to have the Issuer exercise the City’s “urban redevelopment
project powers” under the Urban Redevelopment Law.
    The Issuer has authorized the use of this Official Statement but has not participated in the preparation of this
Official Statement and, except for the information under the captions “THE ISSUER” and “LEGAL
MATTERS - Pending Litigation” pertaining to the Issuer, has not provided or made any investigation with respect
to any of the information contained in this Official Statement, and does not assume any responsibility for the
accuracy or completeness of the information contained herein.

   THE ISSUER HAS NO TAXING POWER AND HAS NO LEGAL RIGHT TO RECEIVE
APPROPRIATIONS OR OTHER PAYMENTS FROM THE CITY OR ANY OTHER GOVERNMENTAL BODY,
EXCEPT FOR THE PAYMENTS THE CITY HAS CONTRACTED TO MAKE UNDER THE AGREEMENT.

     The affairs of the Issuer are conducted by a Board of Commissioners consisting of three members. The City
Council of the City appoints the members of the Board of Commissioners of the Issuer for terms of office of three
months, subject to automatic reinstatement for eight consecutive three-month terms; provided the City Council may
appoint a successor commissioner at the end of any three-month term. The Urban Redevelopment Law requires all
commissioners of the Issuer to reside in the City. Under recently enacted law, the City Council has the right to name
its members as the Board of Commissioners and it may do so in the future.




                                                        -15-
    Information concerning the current members of the Board of Commissioners of the Issuer is set forth below.



             Name and Office Held                Expiration of Term                 Principal Occupation
         J. David Potts, Chairman                September 30, 2010                  Insurance Broker
         Rob Usher, Vice Chairman                September 30, 2010                  System Engineer
         Allison Wooten, Secretary               September 30, 2010                  Restaurant Manager



                                               LEGAL MATTERS
Pending Litigation
    The City, like other similar bodies, is subject to a variety of suits and proceedings arising in the ordinary
conduct of its affairs. The City, after reviewing the current status of all pending and threatened litigation with its
general counsel, Moore Ingram Johnson & Steele, LLP, believes that, while the outcome of litigation cannot be
predicted, the final settlement of all lawsuits that have been filed and of any actions or claims pending or threatened
against the City or its officials in such capacity are adequately covered by insurance or will not have a material
adverse effect upon the financial position or results of operations of the City.
     There is no litigation now pending or, to the knowledge of the Issuer or the City, threatened against the Issuer or
the City that restrains or enjoins the issuance or delivery of the Series 2010 Bonds, the provision of the security for
the payment of the Series 2010 Bonds, or the use of the proceeds of the Series 2010 Bonds or that questions or
contests the validity of the Series 2010 Bonds or the proceedings and authority under which they are to be issued.
Neither the creation, organization, or existence of the Issuer or the City, nor the title of the present members or other
officials of the Issuer or the City to their respective offices, is being contested or questioned. There is no litigation
pending or, to the knowledge of the Issuer, threatened that in any manner questions the right of the Issuer to adopt
the Resolution, to enter into the Agreement, or to secure the Series 2010 Bonds in the manner provided in the
Resolution. No litigation and no proceedings are pending against the City or its officials, or to their knowledge are
threatened against them, that would affect the sale of the Series 2010 Bonds, the security therefor, or the ability of
the City to enter into and perform its obligations under the Agreement.
Tax Exemption
     Opinion of Bond Counsel

     Certain legal matters relating to the authorization and validity of the Series 2010 Bonds will be subject to the
approving opinion of Hunton & Williams, Atlanta, Georgia, Bond Counsel, which will be furnished at the expense
of the Issuer upon delivery of the Series 2010 Bonds, in substantially the form set forth as Appendix D (the “Bond
Opinion”). The Bond Opinion will be limited to matters relating to authorization and validity of the Series 2010
Bonds and to the tax-exempt status of interest thereon as described below. Bond Counsel has not been engaged to
investigate the financial resources of the Issuer or its ability to provide for payment of the Series 2010 Bonds and the
Bond Opinion will make no statement as to such matters or as to the accuracy or completeness of this Official
Statement or any other information that may have been relied on by anyone in making the decision to purchase the
Series 2010 Bonds.

    In the opinion of Bond Counsel, under current law, interest, including original issue discount (“OID”) on the
Series 2010 Bonds, is not included in gross income for Federal income tax purposes and is not an item of tax
preference for purposes of the Federal alternative minimum income tax imposed on individuals and corporations;
however, with respect to corporations (as defined for Federal income tax purposes) subject to the alternative
minimum income tax, such interest is taken into account in determining adjusted current earnings for purposes of
computing such tax. No other opinion is expressed by Bond Counsel regarding the Federal tax consequences of the
ownership of or the receipt or accrual of interest on the Series 2010 Bonds (other than as set forth in “LEGAL
MATTERS - Tax Exemption -- Designation for Purchase By Financial Institutions and -- Original Issue
Discount” herein).
     Bond Counsel’s opinion with respect to the Series 2010 Bonds is given in reliance on certifications by
representatives of the Issuer and the City as to certain facts relevant to both the opinion and requirements of the
Internal Revenue Code of 1986, as amended (the “Code”) and is subject to the condition that there is compliance
subsequent to the issuance of the Series 2010 Bonds with all requirements of the Code that must be satisfied in order


                                                          -16-
for interest thereon to remain excludable from gross income for Federal income tax purposes. The Issuer and the
City has covenanted to comply with the current provisions of the Code regarding, among other matters, certain tax-
exempt obligations and the use, expenditure and investment of the proceeds of the Series 2010 Bonds. Failure by
the Issuer and the City to comply with such covenants, among other things, could cause interest, including accrued
OID, on the Series 2010 Bonds to be included in gross income for Federal income tax purposes retroactively to their
date of issue.
     In the further opinion of Bond Counsel, under current law, interest on the Series 2010 Bonds will be exempt
from income taxation by the State of Georgia. Each prospective purchaser of the Series 2010 Bonds should consult
his or her own tax advisor as to the status of interest on the Series 2010 Bonds under the tax laws of any state other
than Georgia.
     Bond Counsel’s opinion represents its legal judgment based in part upon the representations and covenants
referenced therein and its review of current law, but is not a guarantee of result or binding on the Internal Revenue
Service (the “Service”) or the courts. Bond Counsel assumes no duty to update or supplement its opinion to reflect
any facts or circumstances that may thereafter come to Bond Counsel’s attention to reflect any changes in law or the
interpretation thereof that may thereafter occur or become effective.
     Designation for Purchase
     By Financial Institutions

     The Code generally provides that financial institutions may not deduct any of the interest expense (the “cost of
carry”) allocable to tax-exempt obligations acquired after August 7, 1986, other than qualified tax-exempt
obligations. Financial institutions may not deduct 20% of the cost of carry allocable to qualified tax-exempt
obligations. An obligation’s status as a qualified tax-exempt obligation is dependent upon an affirmative act of
designation by the issuer and is subject to, among other things, the issuer and its “subordinate entities,” within the
meaning of Section 265(b)(3) of the Code, complying with limitations on the amount of obligations that may be
issued and designated in the same calendar year.
     The Issuer has designated the Series 2010 Bonds as qualified tax-exempt obligations and has covenanted to
comply with the provisions of Section 265(b)(3). In the opinion of Bond Counsel, under current law, the Series
2010 Bonds are qualified tax-exempt obligations within the meaning of Section 265(b)(3). Such opinion is given in
reliance upon certifications by representatives of the Issuer as to certain facts material to both such opinion and the
requirements of Section 265(b)(3).

     Original Issue Discount

     The initial public offering prices of the Series 2010 Bonds maturing on February 1 in the years 2021, 2022,
2024 and 2028, and the Series 2010 Bonds maturing in 2023 with a 3.00% coupon, 2025 with a 3.25% coupon and
2026 with a 3.25% coupon (collectively the “OID Bonds”) are less than their stated principal amounts. In the
opinion of Bond Counsel, under existing law, the difference between the stated principal amounts and the initial
offering price of each maturity of the OID Bonds to the public (excluding bond houses and brokers) at which a
substantial amount of such maturities of the Series 2010 Bonds is sold will constitute OID. The offering prices set
forth on the inside front cover of this Official Statement for the OID Bonds are expected to be the initial offering
prices to the public at which a substantial amount of each maturity of such Series 2010 Bonds is sold.
     Under the Code, for purposes of determining a holder’s adjusted basis in an OID Bond, OID treated as having
accrued while the holder holds the Certificate will be added to the holder’s basis. OID will accrue on a constant-
yield-to-maturity method based on regular compounding. The adjusted basis will be used to determine taxable gain
or loss upon the sale or other disposition (including prepayment or payment at maturity) of an OID Bond.
    Prospective purchasers of OID Bonds should consult their own tax advisors as to the calculation of accrued
OID, the accrual of OID in the cases of owners of the Bonds purchasing after the initial offering and the state and
local tax consequences of owning or disposing of such Bonds.
     Other Tax Matters

     In addition to the matters addressed above, prospective purchasers of the Series 2010 Bonds should be aware
that the ownership of tax-exempt obligations may result in collateral Federal income tax consequences to certain
taxpayers, including without limitation, financial institutions, property and casualty insurance companies, S
corporations, foreign corporations subject to the branch profits tax, corporations subject to the environmental tax,
recipients of Social Security or Railroad Retirement benefits, and taxpayers who may be deemed to have incurred or
continued indebtedness to purchase or carry tax-exempt obligations. Prospective purchasers of the Series 2010
Bonds should consult their tax advisors as to the applicability and impact of such consequences.


                                                         -17-
     The Service has a program to audit state and local government obligations to determine whether the interest
thereon is includible in gross income for Federal income tax purposes. If the Service does audit the Series 2010
Bonds, under current Service procedures, the Service will treat the Issuer as the taxpayer and the owners of the
Series 2010 Bonds will have only limited rights, if any, to participate.
Closing Certificates
     At closing of the sale of the Series 2010 Bonds by the Underwriter, the Issuer and the City will each deliver to
the Underwriter a certificate that no litigation is pending or threatened against it which would have a material effect
on the issuance or validity of the Series 2010 Bonds or performance under the Agreement or the Resolution or, in
the case of the City, on the financial condition of the City. In addition, the City will deliver to the by the
Underwriter a certificate that the information contained in this Official Statement does not contain any misstatement
of a material fact and does not omit to state any material fact necessary to make the statements herein contained, in
light of the circumstances under which they were made, not misleading.



                                              MISCELLANEOUS
Ratings
     The Series 2010 Bonds are expected to be assigned a rating of “AAA” (negative outlook) by Standard & Poor’s
Ratings Services, a Division of the McGraw Hill Companies, Inc. (“S&P”), with the understanding that upon
delivery of the Series 2010 Bonds a policy insuring the payment when due of the principal of and interest on the
Series 2010 Bonds will be issued by the Bond Insurer. The Series 2010 Bonds have been assigned underlying
ratings (without regard to the issuance of the Bond Insurance Policy) of “AA-” and “A1” by S&P and Moody’s
Investors Service, Inc. (“Moody’s”), respectively. The ratings reflect only the view of the respective rating agency,
and any desired explanation of the significance of such ratings should be obtained from such rating agency directly.
Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations,
studies, and assumptions of its own. There is no assurance that such rating will remain unchanged for any given
period of time or that it will not be revised downward or withdrawn entirely by the rating agency, if, in its judgment,
circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on
the liquidity and market price of the Series 2010 Bonds.
Underwriting
    The Series 2010 Bonds will be purchased for re-offering at negotiated sale by Merchant Capital, LLC (the
“Underwriter”), from the Issuer at an aggregate purchase price of 101.529% percent of the principal amount of the
Series 2010 Bonds (representing the principal amount of the Series 2010 Bonds, plus an original issue premium of
$421,646.05, less an underwriting discount of $111,540.00). The Underwriter will enter into a Bond Purchase
Agreement which provides that the Underwriter will purchase all of the Series 2010 Bonds, if any are purchased.
The obligation of the Underwriter to accept delivery of the Series 2010 Bonds will be subject to various conditions
contained in the Bond Purchase Agreement.
     The Underwriter intends to offer the Series 2010 Bonds to the public initially at the offering prices set forth on
the cover page of this Official Statement, which offering prices may subsequently be changed from time to time by
the Underwriter without any requirement of prior notice. The offering prices set forth on the cover page of this
Official Statement average $5.50 per $1,000 face amount of the Series 2010 Bonds in excess of the purchase price to
be paid to the Issuer by the Underwriter. The Underwriter will receive no fee (other than the anticipated profits
described in the preceding sentence) from the Issuer for underwriting the Series 2010 Bonds. The Underwriter has
reserved the right to permit other securities dealers who are members of the National Association of Securities
Dealers, Inc. to assist in selling the Series 2010 Bonds. The Underwriter may offer and sell the Series 2010 Bonds
to certain dealers (including dealers depositing Series 2010 Bonds into investment trusts) at prices lower than the
public offering prices set forth on the cover page of this Official Statement or otherwise allow concessions to such
dealers who may re-allow concessions to other dealers. Any discounts or commissions that may be received by such
dealers in connection with the sale of the Series 2010 Bonds will be deducted from the Underwriter’s underwriting
profits.
Independent Auditors
     The basic financial statements of the City as of June 30, 2009 and for the year then ended, attached hereto as
Appendix B, have been audited by James L. Whitaker, P.C., independent certified public accountants, to the extent
and for the period indicated in its report thereon, which appears in Appendix B. Such financial statements have been
included herein in reliance upon the report of James L. Whitaker, P.C.


                                                         -18-
Additional Information
    Use of the words “shall,” “must,” or “will” in this Official Statement in summaries of documents or laws to
describe future events or continuing obligations is not intended as a representation that such event will occur or
obligation will be fulfilled but only that the document or law contemplates or requires such event to occur or
obligation to be fulfilled.
     Any statements made in this Official Statement involving estimates or matters of opinion, whether or not so
expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the
estimates or matters of opinion will be realized. Neither this Official Statement nor any statement that may have
been made orally or in writing is to be construed as a contract with the owners of the Series 2010 Bonds.




                                                          -19-
                        RESPONSIBILITY FOR OFFICIAL STATEMENT
     The execution and delivery of this Official Statement, and its distribution and use, have been duly authorized
and approved by the Issuer and the City. The contents of this Official Statement are the responsibility of the City,
except that the Issuer is responsible for the statements contained under the caption “THE ISSUER” and the
information with respect to the Issuer appearing under the caption “LEGAL MATTERS - Pending Litigation”
herein, and, with the exception of the foregoing information for which the Issuer is responsible, the Issuer makes no
representation as to the accuracy or completeness of any information contained herein.

                                                               WOODSTOCK URBAN
                                                                REDEVELOPMENT AGENCY


                                                               By: ____/s/ J. David Potts______________________
                                                                  Chairman, Board of Commissioners


                                                               CITY OF WOODSTOCK, GEORGIA


                                                               By: ____/s/ Donald P. Henriques_________________
                                                                  Mayor




                                                        -20-
                         APPENDIX A

CERTAIN INFORMATION CONCERNING THE CITY OF WOODSTOCK, GEORGIA
(THIS PAGE LEFT BLANK INTENTIONALLY)
                                                APPENDIX A

CERTAIN INFORMATION CONCERNING THE CITY OF WOODSTOCK, GEORGIA



                                                  THE CITY
Introduction

      The City is a municipal corporation created and existing under the laws of the State of Georgia and has as its
formal name the “City of Woodstock, Georgia.” The City is located in the north central portion of the State of
Georgia approximately 25 miles northwest of the City of Atlanta. The City is located in the southern portion of
Cherokee County. The City was originally chartered in 1897 and presently has a land area of approximately
9 square miles. The City is part of the Atlanta Standard Metropolitan Statistical Area, as designated by the Bureau
of the Census of the U.S. Department of Commerce. The City’s elevation 968 feet above sea level, and the City’s
terrain is rolling.

City Administration and Officials

     The affairs of the City are conducted by a City Council consisting of a Mayor and six Councilmen. Under the
City’s Charter, all powers of government of the City are vested in the City Council. The members of the City
Council serve for staggered terms of four years and until their respective successors are elected and qualified. No
person is eligible to serve as Mayor unless he or she has been a resident of the City for a period of one year
immediately prior to the date of the election for Mayor. No person is eligible to serve as a councilman unless he or
she has been a resident of the ward for which he or she is offering as a candidate for a period of one year
immediately preceding the date of the election for councilmen. The person elected to serve as Mayor must continue
to reside in the City and each person elected to serve as councilman must continue to reside in the ward from which
elected during their respective terms of office. The Mayor and each councilman must be registered and qualified to
vote in municipal elections of the City and each of them must meet the qualification standards required for members
of the Georgia House of Representatives, as are now or may in the future be prescribed by the Georgia Constitution.

    Under the City’s Charter, the City is divided into six wards, and one councilman is elected from each ward.
The Mayor and all councilmen are elected by a city-wide majority vote.

     The Mayor is a member of the City Council, presides at all meetings of the City Council, and has the power to
veto ordinances adopted by the City Council, by the affirmative vote of three members and the negative vote of zero
members or the affirmative vote of three members and the negative vote of one member, unless all council members
were present at the meeting at which said ordinance was approved, which veto may be overridden only upon the
affirmative vote of three or more members of the City Council.

    Information concerning the current Mayor and the other City Council members is set forth below:

                                                                Number of                     Principal
  Name and Office Held               Expiration of Term        Years in Office               Occupation

 Donald P. Henriques, Mayor         December 31, 2013               8            Co-Proprietor of Audiology Center
 Randall L. Brewer                  December 31, 2013               9            Communications
 Christopher Casdia                 December 31, 2011               3            Business Practices Director
 Robert Mueller                     December 31, 2013              13            Railroad Retiree
 Tracy Collins                      December 31, 2011               2            Retail
 Clyde “Bud” Leonard                December 31, 2013               4            Business Proprietor
 Mary “Tessa” Basford               December 31, 2011              -- 1          Homemaker
__________________
  1
         Appointed September 13, 2010 to fill unexpired term of Ward 6 Post.




                                                        A-1
     Under the City’s Charter, the City Council may appoint a City Manager. The duties and authority of the City
Manager are established by ordinance of the City Council. Under City ordinance, the City Manager is responsible
for the preparation and monitoring of the city budget and implementation of council policy.

    Jeffrey S. Moon has served as City Manager of the City since 2008. Mr. Moon has more than 20 years
experience in local government management for municipalities in Georgia and Alabama. Mr. Moon has an M.S.
degree in Economic Development from the University of Southern Mississippi and a B.S. degree in Social Science
Education from Troy University.

     Henry A. Bucci has served as Chief Financial Officer of the City since 2008. Mr. Bucci has more than 24 years
experience as a Chief Financial Officer and Director of Finance for local governments, public utilities, and private
enterprise. Mr. Bucci has a Bachelor of Science degree in Accounting from Youngstown State University and is a
certified public accountant in Illinois.

City Services

    The City provides a wide range of municipal services. The City provides water and sewer services to
approximately 55% of the City’s residents. The costs of water and sewer services are financed by charges to the
City’s water and sewer customers. The City provides police and fire protection services to residents of the City, the
costs of which are funded by general fund revenues. The City provides recreational and cultural, traffic control, and
municipal court services to its residents and acquires, constructs, and maintains roads and infrastructure, the cost of
which is funded by general fund revenues. The City also provides building inspection, codes enforcement, and
community development services to its residents, the cost of which is funded by general fund revenues.

City Facilities

     The City maintains approximately 102 miles of public and private streets. The City’s police department has one
police station, 55 sworn police officers, 10 civilian employees, and 40 patrol vehicles and maintains a 24-hour
uniformed patrol. The City’s police department is designated as a State Certified Police Agency by the Georgia
Association of Chiefs of Police. The City’s fire department has two fire stations, five firefighting vehicles, 46
firefighters, nine officers, and one civilian employee. The National Board of Fire Underwriters’ fire insurance rating
for the City is Class 3. The City owns and maintains 13 park and recreational facilities containing approximately 99
acres and one community center.

     The City owns and operates a water supply, treatment, and distribution system serving approximately 5,494
metered customers. The current average consumption of water from the City’s water system is approximately 1.2
million gallons per day. Water is supplied to the City’s water system by the Cobb County-Marietta Water Authority
and the Cherokee County Water and Sewerage Authority and stored in two 500,000-gallon tanks owned by the City.
The City’s water system has approximately 64 miles of water mains, with primarily 3/4-inch and 12-inch lines. The
City owns and operates a sewer treatment system serving approximately 4,514 customers. The City’s sewer system
consists of one wastewater treatment plants with a treatment capacity of 2.5 million gallons per day, a wastewater
collection system of 11 wastewater pumping stations, and approximately 30 miles of collection sewers, primarily 8-
inch and 42-inch lines.




                                                         A-2
Demographic Information

     The City is located in the southeastern portion of Cherokee County. Set forth below is selected demographic
data for the City and Cherokee County.

                                                              Cherokee County
                 City                            Per Capita           Average Household              Median
  Year        Population1      Population1        Income2          Effective Buying Income3           Age1
  2009          23,865           215,084             n/a                       n/a                   n/a
  2008          23,317           210,115           35,051                 $86,660                   33.4
  2007          22,956           203,890           35,742                  85,563                   33.4
  2006          21,610           194,219           34,901                  78,478                   33.6
  2005          19,617           182,858           33,846                  66,029                   33.8
  2000          10,050           141,903           32,013                    n/a                    34.0
  1990           4,361           90,204            16,870                    n/a                    31.1
  1980           2,699           51,699             8,532                    n/a                    28.5
  1970             870           31,059             2,955                    n/a                    26.6
________________________
Sources:
1
   U.S. Department of Commerce, Bureau of the Census. All population figures for years other than 1960, 1970,
   1980, 1990, and 2000 are estimates by the U.S. Department of Commerce, Bureau of the Census.
2
   U.S. Department of Commerce, Bureau of Economic Analysis.
3
   Editor & Publisher Market Guide.

Economic Information

    The following information is provided to give prospective investors an overview of the general economic
conditions in the City and Cherokee County. These statistics have not been adjusted to reflect economic trends.


                                  Cherokee County Retail Sales (in thousands)

                                        Year                     Amount
                                        2009                   $3,140,868
                                        2008                    3,037,343
                                        2007                    2,875,869
                                        2006                    2,457,199
                                        2005                    1,660,173
________________________
Source: Editor & Publisher Market Guide.

                                      Business Licenses Issued by the City

                                                                Number
                                        Year                   of Licenses
                                        2009                      1,906
                                        2008                      1,918
                                        2007                      2,056
                                        2006                      1,990
                                        2005                      1,921
________________________
Source: City of Woodstock.




                                                      A-3
                                      Summary of City Building Permits

                                                                            Residential2
                                                1
                  Commercial/Industrial/Other             Single Family                      Multi-Family
    Year            Permits          Value           Permits        Value            Units             Value
    2009              77          $10,692,034          82       $ 22,575,552           ---            ---
    2008              74          145,632,843         112         30,824,577           ---            ---
    2007             133           46,403,028         225         45,825,142           ---            ---
    2006             117           36,953,169         405         49,187,180           94         12,217,274
    2005              95           21,082,092         848        109,938,791           ---            ---
________________________
Sources:
1
   Public Works Department, City of Woodstock.
2
   Figures from 2009 are from Public Works Department of the City of Woodstock. Figures for all other years are
   from the U.S. Department of Commerce, Bureau of the Census, Construction Statistics Division.


         The following table shows the industry mix for Cherokee County for 2009. The table is intended to
provide information regarding the types of industries employing residents of Cherokee County and the
compensation paid to those employees. The table does not provide information with respect to all industries and
firms. It is based upon and includes only those industries and firms that participate in the State Unemployment
Insurance Program.

                                [Remainder of Page Intentionally Left Blank]




                                                     A-4
                                                           Average     Average
                                                           Number      Monthly       Average
INDUSTRY                                                   of Firms   Employment   Weekly Wages

Goods-Producing                                             1,007       6,579           766
  Agriculture, Forestry, Fishing & Hunting                     23         100           259
  Mining                                                        4          40           865
  Construction                                                780       2,792           796
  Manufacturing                                               200       3,647           757
     Apparel                                                    1           *             *
     Beverage and Tobacco Product                               3          11         1,124
     Chemical                                                   8           *             *
     Computer and Electric Product                              1           *             *
     Electrical Equipment, Appliance and Component              6         168           781
     Fabricated Metal Product                                  23         454         1,017
     Food                                                       8           *             *
     Furniture and Related Product                             26         183           764
     Leather and Allied Product                                 1           *             *
     Machinery                                                 16         305           813
     Miscellaneous                                             27         238           775
     Nonmetallic Mineral Product                               16         146           888
     Paper                                                      4           *             *
     Petroleum and Coal Products                                1           *             *
     Plastics and Rubber Products                              10         387           685
     Primary Metal                                              1           *             *
     Printing and Related Support Activities                   18         148           812
     Textile Mills                                              2           *             *
     Textile Product Mills                                      9          28           636
     Transportation Equipment                                   4          46           774
     Wood Product                                              15         174           637
Service-Providing                                           3,882      29,403           583
  Utilities                                                     4           *             *
  Wholesale Trade                                             399       1,806         1,035
  Retail Trade                                                503       7,528           470
  Transportation and Warehousing                               91         298           735
  Information                                                  80         331           848
  Finance and Insurance                                       311       1,514           993
  Real Estate and Rental and Leasing                          213         485           596
  Professional, Scientific & Technical Svc                    722       2,167           884
  Management of Companies and Enterprises                      15           *             *
  Admin., Support, Waste Mgmt, Remediation                    397       2,529           619
  Education Services                                           59         617           529
  Health Care and Social Assistance                           358       4,215           734
  Arts, Entertainment and Recreation                           67         870           333
  Accommodation and Food Services                             297       5,384           258
  Other Services (except Public Admin.)                       366       1,509           469
Unclassified – Industry Not Assigned                          265         141         1,098
Total – Private Sector                                      5,154      36,123           618
Total Government                                              100       8,235           779
  Federal Government                                           17         311           922
  State Government                                             25         356           620
  Local Government                                             58       7,568           781
ALL INDUSTRIES                                              5,254      44,357           648




                                                     A-5
*   Denotes confidential data relating to individual employers and cannot be released. These data use the North
    American Industrial Classification System (NAICS) categories. Average weekly wage is derived by dividing
    gross payroll dollars paid to all employees – both hourly and salaried – by the average number of employees
    who had earnings; average earnings are then divided by the number of weeks in a reporting period to obtain
    weekly figures. Figures in other columns may not sum accurately due to rounding. All data represent the
    Annual 2009.

Source: Georgia Department of Labor. These data represent jobs that are covered by unemployment insurance
        laws.


         Set forth below are the ten largest private employers located in the City as of June 1, 2010, their
products/services, and their approximate number of employees. There can be no assurance that any employer listed
below will continue to be located in the City or will continue employment at the level stated. No independent
investigation has been made of, and no representation can be made as to, the stability or financial condition of the
companies listed below.

               Employer                                        Product/Service                 Employees
      Wal-Mart                                       Retail Sales                                   350
      Kroger                                         Grocery Store                                  258
      Woodstock Nursing Home                         Health Care                                    157
      Target Corporation                             Retail Sales                                   154
      The Home Depot                                 Retail Sales                                   153
      Lowe’s of Woodstock                            Retail Sales                                   149
      Life Time Fitness Center                       Fitness Center                                 118
      ERB Industries, Inc.                           Safety Products                                 87
      Hennessy Honda of Woodstock                    Car Dealership                                  87
      Cherokee Ford, Inc.                            Car Dealership                                  85
________________________
Source: City of Woodstock.

   Set forth below are labor statistics for the City for the past five years, with comparative data for Cherokee
County and the State of Georgia.

                                                 2005            2006            2007        2008          2009
  Employment                                     8,962          9,407        12,331        12,229         11,812
  Unemployment                                     504            454           509           762          1,359
  Total Labor Force                              9,466          9,861        12,840        12,991         13,171
  City Unemployment Rate                         5.3%           4.6%          4.0%          5.9%          10.3%
  Cherokee County Unemployment Rate              4.1%           3.6%          3.6%          5.3%           8.6%
  State Unemployment Rate                        5.2%           4.6%          4.6%          6.2%           9.6%
________________________
Source: State of Georgia Department of Labor.

   According to the State of Georgia Department of Labor, the preliminary June 2010 unemployment rate of the
City was 11.0% and of Cherokee County was 9.1%, compared to 10.3% for the State of Georgia.

                                 [Remainder of Page Intentionally Left Blank]




                                                         A-6
                                            Total Deposits in City Financial
                                        Institutions as of June 30 (in thousands)

                                        Year                     Total Deposits
                                        2009                       $1,419,340
                                        2008                        1,349,449
                                        2007                        1,362,324
                                        2006                        1,215,877
                                        2005                        1,098,540
________________________
Source: Federal Deposit Insurance Corporation


    According to the Federal Deposit Insurance Corporation, the City had 15 financial institutions with a total of
27 branch offices as of June 30, 2009.

Employees, Employee Relations,
and Labor Organizations

     As of December 31, 2009, the City employed 202 persons in all departments of government, 188 full-time,
four part-time, three temporary, and seven elected or appointed part-time officials. No employees of the City are
represented by labor organizations or are covered by collective bargaining agreements, and the City is not aware of
any union organizing efforts at the present time. The City Manager believes that employee relations are good.

City Amenities

     Private entities and other governmental entities provide services and facilities to residents of the City in addition
to those provided by the City. Garbage collection and household recycling services are offered through private
carriers pursuant to individual contracts with homeowners or business owners. A private recycling facility is located
in Cherokee County, now within the City limits. Natural gas service is supplied primarily by Atlanta Gas Light
Company. Electric service is provided by Georgia Power Company and Cobb EMC. Telephone service is provided
by AT&T. Cable television service is provided primarily by Comcast and AT&T. The City receives all radio
television stations transmitting from the Atlanta area. The City is served by two local newspapers, the Cherokee
Tribune and the Cherokee Ledger, as well as Atlanta’s primary newspaper, The Atlanta Journal Constitution.

    Several nearby hospitals and medical centers are available to residents of the City. Northside Hospital
Cherokee, an 84-bed full-service community hospital, offering surgery, emergency, maternity, and outpatient
services is located approximately nine miles north of the City. WellStar Kennestone Hospital, a 633-bed general
acute care hospital is located in Marietta, Georgia, approximately 12 miles south of the City.

    The City is located within the territory of the Cherokee County School System. Six elementary schools, four
middle schools, and four high schools of the Cherokee County School System serve City residents. Chattahoochee
Technical College is also located within the City’s limits. Other vocational schools, colleges, and universities are
available within a fifty-mile radius of the City, and include vocational schools, colleges, and universities within the
Atlanta area.

    The City is well connected to the region via multiple roadways that extend through the City. Highways serving
the City include Interstate 575 and Georgia Route 92. The Cherokee Area Transportation System provides express
bus service from the City to midtown and downtown Atlanta. This system also provides local bus routes, none of
which stop within the City limits. Private air service is available at the Fulton County Airport - Charlie Brown
Field, approximately 28 miles southwest of the City. Commercial air service is available at Hartsfield-Jackson
Atlanta International Airport, approximately 44 miles south of the City. The Sequoyah Regional Library System
serves the City. Currently, two public libraries are located in the City. There are two golf courses located near the
City, Eagle Watch and Towne Lake Hills Golf Club.




                                                          A-7
                                          CITY DEBT STRUCTURE
 Summary of City Debt By Category
      Set forth below is unaudited information concerning debt of the City as of June 30, 2010. The information set
 forth below should be read in conjunction with the City’s financial statements included as Appendix A hereto.

                                                                  Amount Outstanding        Amount To Be Outstanding
                                        Amount Authorized          (less Sinking Fund          Upon Issuance of
         Category of Debt                 But Unissued             Installments Paid)          Series 2010 Bonds
Intergovernmental Contracts1
  The Issuer2, 4                                   $ -0-                            -0-               $ 19,985,000
  Downtown Development
     Authority of the City of
     Woodstock 3                                      -0-          $     -3,710,0000-                     3,710,000
  Woodstock Urban Redevelopment
     Agency (securing its 2009
     Revenue Bonds)                                   -0-                   7,105,000                    7,105,000
Water and Sewer Revenue Bonds4                        -0-                  11,462,812                           -0-
Tax Allocation District Bonds5                        -0-                     260,000                      260,000
Notes6                                           205,493                    5,900,388                    5,900,388
Capital Leases7                                       -0-                  11,064,712                   11,064,712
       Total                                    $205,493                   $39,502,913                 $48,025,100
 ________________________
 1
    General obligations (represented by separate contracts with the named public entities, which are pledged to the
    payment of revenue bonds issued by such public entities) of the City to which its full faith and credit and taxing
    power are pledged. These obligations do not constitute debt of the City for purposes of the constitutional debt
    limit described in “CITY DEBT STRUCTURE - Limitations on City Debt” herein and do not count against
    the City’s debt limitation. The City’s Charter prescribes a 10 mill limit on ad valorem tax imposed by the City
    each year to defray the costs of City operations, including making the payments required by these contracts. See
    “CITY AD VALOREM TAXATION - Annual Tax Levy and Limitation on Annual Tax Levy” herein.
 2
    Represents the Agreement, which is pledged to the payment of the Series 2010 Bonds. The City expects to pay
    the 2010 Bonds from water and sewer revenues. See Note 4 below.
 3
    Limited obligations of the City and payable solely from revenues derived from an Intergovernmental Contract
    with the Downtown Development Authority of the City of Woodstock. These obligations do not constitute debt
    of the City for purposes of the constitutional debt limit described in “CITY DEBT STRUCTURE - Limitations
    on City Debt” herein and do not count against the City’s debt limitation.
 4
    Limited obligations of the City and payable solely from revenues derived from the City’s water and sewer
    system. These obligations do not constitute debt of the City for purposes of the constitutional debt limit
    described in “CITY DEBT STRUCTURE - Limitations on City Debt” herein and do not count against the
    City’s debt limitation.
 5
    Limited obligations of the City and payable solely from ad valorem tax increments derived from the City’s
    Downtown Woodstock Tax Allocation District. These obligations do not constitute debt of the City for purposes
    of the constitutional debt limit described in “CITY DEBT STRUCTURE - Limitations on City Debt” herein
    and do not count against the City’s debt limitation.
 6
    General obligations of the City payable to the Georgia Environmental Facilities Authority. Although the intent
    of the City is to pay these obligations from revenues of its water and sewer system, these obligations constitute
    general obligations of the City to which its full faith and credit and taxing power are pledged. These obligations
    do not constitute debt of the City for purposes of the constitutional debt limit described in “CITY DEBT
    STRUCTURE - Limitations on City Debt” herein and do not count against the City’s debt limitation. Amount
    shown as authorized but unissued represents the remaining principal to be drawn on a $3.5 million note payable
    to the Georgia Environmental Facilities Authority.
 7
    The financial obligations of the City under the leases do not constitute general obligations of the City to which its
    faith and credit or taxing power are pledged, but are subject to and dependent upon lawful appropriations of
    general revenues being made by the City Council to pay the lease payments due in each fiscal year under the
    leases. The City’s obligations under the leases are from year to year only and do not constitute mandatory
    payment obligations of the City in any fiscal year in which funds are not appropriated by the City to pay the lease
    payments due in such fiscal year. The City’s obligations under the leases do not constitute debt of the City for



                                                            A-8
   purposes of the constitutional debt limit described in “CITY DEBT STRUCTURE - Limitations on City
   Debt” herein and do not count against the City’s debt limitation.


     Reference is made to Note 9 in the notes to the basic financial statements of the City included as Appendix A
for a discussion of the long-term liabilities of the City.
     There has never been a default in payment of the principal of or interest on any general obligation bonds issued
by the City.
Proposed Debt

    The City has also in the past periodically entered into capital leases to finance equipment and vehicles, and the
City expects to continue to do so in the future. The City has no other present plans to incur additional debt in the
next five years.




                                  [Remainder of Page Intentionally Left Blank]




                                                        A-9
Debt Service Requirements
    Set forth below are the debt service requirements of the City for all categories of debt upon the issuance of the Series Bonds, excluding the Series 2010 Bonds

                      Intergovernmental Contracts
                   Downtown
 Year         Development Authority       Woodstock Urban                                                                                             Total Debt
Ending            of the City of           Redevelopment           Water and Sewer        Tax Allocation                              Capital          Service
June 30            Woodstock                  Agency               Revenue Bonds          District Bonds          Notes1              Leases         Requirements
 2010          $     ---                  $       ---               $1,187,578.00           $    ---          $ 233,382.00        $ 1,825,940.00      $ 3,246,900.00
 2011              140,945.00                 340,897.23               945,247.00            272,335.56         293,080.70          2,299,508.00        4,292,013.49
 2012              281,012.50                 557,407.50             1,096,216.00                ---            293,080.70          1,502,566.00        3,730,282.70
 2013              282,112.50                 554,307.50             1,189,746.00                ---            293,080.70          1,360,639.00        3,679,885.70
 2014              283,062.50                 556,057.50             1,189,586.00                ---            293,080.70          1,261,967.58        3,583,754.28
 2015              278,862.50                 557,507.50             1,187,386.00                ---            293,080.70          1,264,335.71        3,581,172.41
 2016              284,662.50                 553,657.50             1,188,636.00                ---            293,080.70          1,210,318.47        3,530,355.17
 2017              280,162.50                 554,657.50             1,187,731.00                ---            293,080.70            891,776.00        3,207,407.70
 2018              275,287.50                 555,357.50             1,192,231.00                ---            276,803.11            583,701.48        2,883,380.59
 2019              280,037.50                 560,757.50             1,189,481.00                ---            260,526.74            583,701.48        2,874,504.22
 2020              279,037.50                 558,195.00             1,189,731.00                ---            260,526.74            583,701.48        2,871,191.72
 2021              282,437.50                 559,395.00             1,187,731.00                ---            260,526.74            583,701.48        2,873,791.72
 2022              280,437.50                 555,320.00             1,188,481.00                ---            260,526.74            583,701.48        2,868,466.72
 2023              283,237.50                 555,845.00             1,191,731.00                ---            260,526.74            583,701.48        2,875,041.72
 2024              280,637.50                 557,945.00             1,192,231.00                ---            260,526.74            291,850.74        2,583,190.98
 2025              282,350.00                 559,145.00                  ---                    ---            260,526.74               ---            1,102,021.74
 2026              283,637.50                 554,395.00                  ---                    ---            260,526.74               ---            1,098,559.24
 2027              283,425.00                 558,790.00                  ---                    ---            260,526.74               ---            1,102,741.74
 2028              282,737.50                 557,025.00                  ---                    ---            260,526.74               ---            1,100,289.24
 2029              281,575.00                 554,050.00                  ---                    ---            260,526.74               ---            1,096,151.74
 2030              279,937.50                 555,112.50                  ---                    ---             43,421.12               ---              878,471.12
 2031              282,825.00                    ---                      ---                    ---                ---                  ---              282,825.00
  Total         $5,768,420.00             $10,915,824.73           $17,503,743.00         $272,335.56        $5,470,965.27       $15,410,610.38     $55,342,398.94
________________________
1
    Includes projected amortization on a $3.5 million note payable to the Georgia Environmental Facilities Authority, of which $312,153 remains to be drawn. See
    “CITY DEBT STRUCTURE - Summary of City Debt by Category” herein.




                                                                               A-10
Overlapping Debt

     In addition to the City’s debt obligations, property owners in the City are responsible for any debt obligations of
other taxing entities in the proportion to which the jurisdiction of the City overlaps such entities. Set forth below is
the estimated overlapping general obligation debt and estimated overlapping property tax supported or guaranteed
revenue debt of the City as of December 31, 2009. Although the City has attempted to obtain accurate information
as to the outstanding overlapping debt, it does not warrant its completeness or accuracy, as there is no central
reporting entity that has this information available, and the amounts are based on information supplied by others.

            Name of                                                                Percent of
        Overlapping Entity                                                        Outstanding            Amount of
                                       Amount of             Amount of         Debt Chargeable to       Outstanding
                                      Authorized But      Outstanding Debt       Property in the     Debt Chargeable to
                                      Unissued Debt      (Less Sinking Fund)         City1           Property in the City

Cherokee County
  General Obligation Bonds             $ 59,503,000           $ 66,020,000             12.18%               $8,041,236
  Intergovernmental Contracts2
    Resource Recovery
       Development Authority of
       Cherokee County
       (securing its Solid Waste
       Disposal Revenue Bonds)                -0-                13,205,000            12.18                    1,608,369
    Development Authority of
       Cherokee County
       (securing its Industrial
       Park Revenue Bonds)                    -0-                 4,850,000            12.18                   590,739
Cherokee County School System            203,745,000            345,755,000            12.18                42,112,959
         Total                         $263,248,000           $429,830,000                                 $52,353,303
________________________
1
   The percentage of each overlapping entity’s outstanding debt chargeable to property in the City is calculated by
   dividing the gross assessed valuation of property in the City by the gross assessed valuation of property in the
   overlapping entity.
2
   General obligations (represented by separate contracts with the named public entities, which are pledged to the
   payment of revenue bonds or certificates of participation issued by such public entities) of Cherokee County to
   which its full faith and credit and taxing power are pledged. These obligations do not constitute debt of
   Cherokee County for purposes of the constitutional debt limit and do not count against Cherokee County’s debt
   limitation.


Debt Ratios
   Set forth below are ratios reflecting the property tax supported debt of the City and its overlapping entities as of
December 31, 2009.

                                         Direct Tax               Overlapping Tax               Overall Tax
                                       Supported Debt1            Supported Debt               Supported Debt

            Per Capita                 $1,174.95                       $2,193.72                    $3,368.67
        As a Percentage of
    Assessed Value of Taxable
             Property                      2.75%                           5.14%                       7.90%
        As a Percentage of
    Estimated Market Value of
         Taxable Property                  1.10%                           2.06%                       3.16%
________________________
1
   Does not include the Series 2010 Bonds.


                                   [Remainder of Page Intentionally Left Blank]



                                                         A-11
Debt History
    Set forth below is information concerning long-term and short-term liabilities (excluding interfund payables and
deferred revenue) of the City outstanding as of the end of each of its past five fiscal years.

       Category                                  Amount Outstanding as of June 30 (Audited)
     of Liabilities             2006              2007            2008               2009                  20101
     Short-Term             $ 6,319,676       $ 5,454,562        $ 4,149,316        $ 5,831,296        $ 4,927,930
     Long-Term               20,135,821        21,470,147         20,132,688         27,942,754         28,466,370
       Total                $26,455,497       $26,924,709        $24,282,004        $33,774,050        $33,394,300
 1
     Unaudited.
Limitations on City Debt

     The Constitution of the State of Georgia provides that the City may not incur long-term obligations payable out
of general property taxes without the approval of a majority of the qualified voters of the City voting at an election
called to approve the obligations. In addition, under the Constitution of the State of Georgia, the City may not incur
long-term obligations payable out of general property taxes in excess of 10 percent of the assessed value of all
taxable property within the City.

    Neither the Agreement nor the Series 2010 Bonds are considered debt of the City for purposes of the foregoing
constitutional limitations. Therefore, no vote was required to be held with respect to the Agreement or the Series
2010 Bonds, and neither the Agreement nor the Series 2010 Bonds count against the City’s debt limitations.

     Short-term obligations (those payable within the same calendar year in which they are incurred), lease and
installment purchase obligations subject to annual appropriation (such as the capital leases described in “CITY
DEBT STRUCTURE - Summary of City Debt by Category” herein), and intergovernmental obligations (such as
the Agreement) are not subject to the legal limitations described above. Georgia law provides, however, that no
lease or installment purchase contract subject to annual appropriation (excluding intergovernmental contracts such
as the Agreement) may be delivered if the principal portion of such contract, when added to the amount of debt
subject to the debt limitation described above, exceeds 10 percent of the assessed value of all taxable property within
the City. Georgia law also provides that no lease or installment purchase contract subject to annual appropriation
(excluding intergovernmental contracts such as the Agreement) with respect to real property may be developed and
executed or renewed, refinanced, or restructured if the lesser of either of the following is exceeded:

      (1)   the average annual payments on the aggregate of all such outstanding contracts exceed 7.5 percent of the
            governmental fund revenues of the City for the calendar year preceding the delivery of such contract plus
            any available special county one percent sales and use tax proceeds collected; or

      (2)   the outstanding principal balance on the aggregate of all such outstanding contracts exceeds $25 million.

    As computed in the table below, based upon the 2010 assessed value of taxable property within the City, the
City could incur (upon necessary voter approval) approximately $101,782,633 of long-term obligations payable out
of general property taxes (or general obligation bonds).

                                          Computation of Legal Debt Margin
                      2010 Assessed Value of Taxable Property1                   $1,017,826,334
                      Debt Limit (10% of Assessed Value)                           $101,782,633
                      Amount of Debt Applicable to Debt Limit                            -0-
                  Legal Debt Margin                                         $101,782,633
________________________
1
   Amount shown represents maintenance and operation tax digest because the general obligation bond tax digest
   was not reported. See “CITY AD VALOREM TAXATION - Historical Property Tax Data” herein.




                                                        A-12
                                    CITY AD VALOREM TAXATION
Introduction

    An important source of revenue to fund the operations of the City is ad valorem property taxes. Ad valorem
property taxes accounted for an annual average of approximately 46.8% of City General Fund revenues for the years
ended June 30, 2005 to 2009, were budgeted to account for approximately 45.3% of General Fund revenues for the
year ending June 30, 2010 and are budgeted to account for approximately 50.1% of General Fund revenues for the
year ending June 30, 2011. Ad valorem property taxes are levied annually in mills (one tenth of one percent) upon
each dollar of assessed property value.

Property Subject to Taxation

     Ad valorem property taxes are levied, based upon value, against real and personal property within the City.
There are, however, certain classes of property which are exempt from taxation, including public property, religious
property, charitable property, property of nonprofit hospitals, nonprofit homes for the aged, and nonprofit homes for
the mentally handicapped, college and certain educational property, public library property, certain farm products,
certain air and water pollution control property, and personal effects.

     In addition, the City allows exemptions from ad valorem taxation for (1) homesteads, or owner-occupied
residences, of disabled veterans and certain un-remarried surviving spouses of members of the armed forces of the
United States, not to exceed the greater of $50,000 of assessed value or an amount determined under federal law,
(2) homesteads, or owner-occupied residences, of un-remarried surviving spouses of peace officers or firefighters
who were killed in the line of duty, for the full value of the homestead, (3) owner-occupied residences, 62 years of
age or older, are exempt for the full value of the homestead, and (4) the inventory of companies that manufacture,
process, or warehouse goods in the City, known as the “freeport” exemption.

    Assessed valuation, which represents the value upon which ad valorem property taxes are levied, is calculated
as a percentage of fair market value. Georgia law requires all municipalities to use the fair market value finally
determined for county ad valorem tax purposes in determining the fair market value of property within their
respective tax jurisdictions for purposes of municipal ad valorem property taxation. Georgia law requires Cherokee
County to furnish without charge to the City Council the final determinations of the fair market value of property
within the City as soon as such information is available.

    Georgia law requires taxable tangible property to be assessed, with certain exceptions, at 40 percent of its fair
market value and to be taxed on a levy made by each tax jurisdiction according to 40 percent of the property’s fair
market value. Georgia law requires certain agricultural real property to be assessed for ad valorem property tax
purposes at 75 percent of the value of which other real property is assessed, requires certain historical property to be
valued at a lower fair market value for ad valorem property tax purposes, and requires certain agricultural, timber,
and environmentally sensitive real property and certain single-family real property located in transitional developing
areas to be valued at their “current uses” (as opposed to fair market value).

     The chief appraiser of Cherokee County is required to submit a certified list of assessments for all taxable
property, except motor vehicles and property owned by public utilities, within Cherokee County to the Cherokee
County Board of Tax Assessors. The Tax Commissioner of Cherokee County is required to present the tax returns
of Cherokee County to the Cherokee County Board of Tax Assessors by April 11 of each year. The Cherokee
County Board of Tax Assessors is required to complete its revision and assessment of returns by June 1 of each year
and to forward a copy of the completed digest to the State of Georgia Revenue Commissioner for examination and
approval. The State of Georgia Revenue Commissioner has the authority to examine the digest for the purpose of
determining if the valuations of property are reasonably uniform and equalized between and within counties.
Assessments may also be subject to review at various stages by the Cherokee County Board of Equalization and by
state courts.

    The State of Georgia Motor Vehicle Tax Unit assesses the value of motor vehicles by make, model, and year by
county and provides this information to each county tax office. Cherokee County provides the City with its motor
vehicle assessed values and bills and collects these taxes on behalf of the City. The State of Georgia Property Tax
Unit assesses the value of the property of public utilities and divides the assessment into two parts, assessed value of



                                                         A-13
property and assessed value of franchise, and provides these amounts to the City, which bills these taxes to the
utilities.

     In the 2009 legislative session, the Georgia General Assembly enacted legislation, known as House Bill 233
(“HB 233”) (codified as Chapter 5B of Title 48 of the Official Code of Georgia Annotated), which became law on
May 5, 2009. HB 233 imposes a moratorium on all increases (but not decreases) in the assessed value of all classes
of property subject to ad valorem taxation for municipal purposes (as well as for county and school purposes). This
moratorium is subject to certain limited exceptions, including corrections of errors in valuation, additions or
improvements to taxable property, and changes in use of taxable property. The moratorium applies to tax years
2009, 2010, and 2011. HB 233 does not, however, prohibit the City from increasing the annual rate of levy, or
millage rate, for the maintenance and operation of the City (which is subject to the ten mill limitation described
below) or for the payment of debt service on bonded indebtedness of the City.

Annual Tax Levy and
Limitation on Annual Tax Levy

     The City determines a rate of levy for each fiscal year by computing a rate that, when levied upon the assessed
value of taxable property within its corporate limits, will produce the necessary amount of property tax revenues.
The City then levies its ad valorem property taxes by ordinance. The nation’s economy has caused residential and
commercial property values to decrease. This decrease has resulted in a reduction of governmental tax digests. The
Cherokee County Tax Assessor reduced the overall County digest by 8.61% for tax year 2010, which resulted in a
reduction of approximately 6.93% in the City of Woodstock’s tax digest. To offset the digest reduction and stabilize
2010 property tax collections to tax year 2009 levels, the City Council of the City and city management have
proposed an increase to the City’s property tax millage rates. Such an increase, if enacted, is expected to be revenue
neutral. The Fiscal Year 2011 Budget reflects the digest reduction, but does not reflect the proposed increase in the
city’s property tax millage rates. See “CITY FINANCIAL INFORMATION—General Fund Budget” herein.

     Section 6.11 of the City’s Charter provides that the City Council of the City is authorized to levy an ad valorem
tax on all real and personal property within the corporate limits of the City, not to exceed ten mills, for the purpose
of raising revenues to defray the costs of operating the City government, providing governmental services, and for
any other public purpose as determined by the City Council in its discretion. Section 6.11 of the City’s Charter also
provides that the City Council is also authorized to provide for sufficient levy to pay principal and interest on
general obligations. The City Council may, if it wishes, change or remove this millage limitation under home rule
powers granted to all municipalities under Georgia law.

Property Tax Collections

     The City bills and collects its own property taxes, with the exception of taxes on motor vehicles, which are
billed and collected by Cherokee County on behalf of the City. Real and personal property taxes, except motor
vehicle taxes, are levied during August of each year on the assessed value listed as of January 1. Taxes levied by the
City are normally billed during October of each year and are normally payable on the following December 20.
Motor vehicle taxes are levied, due, and collected on a staggered basis throughout the entire calendar year. Interest
of 12% per annum accrues on taxes paid after the due date, and an additional 10% penalty is added to taxes unpaid
on March 20 of the following year.

     All taxes levied on real and personal property, together with interest thereon and penalties for late payment,
constitute a perpetual lien on and against the property taxed arising after January 1 in the year in which taxed. The
lien becomes enforceable 60 days after the due date of the taxes. Georgia law provides that taxes must be paid
before any other debt, lien, or claim of any kind, except for certain claims against the estate of a decedent and except
that the title and operation of a security deed is superior to the taxes assessed against the owner of property when the
tax represents an assessment upon property of the owner other than the property specifically subject to the title and
operation of the security deed.

    Collection of delinquent real property taxes is enforceable by tax sale of such realty. Delinquent personal
property taxes are similarly enforceable by seizure and sale of the taxpayer’s personal property. There can be no
assurance, however, that the value of property sold, in the event of a tax sale, will be sufficient to produce the
amount required to pay in full the delinquent taxes, including any interest or penalties thereon.




                                                         A-14
     At any time after the last day for the payment of taxes has arrived, the tax collector may notify the taxpayer in
writing of the fact that the taxes have not been paid and that, unless paid, an execution will be issued. At any time
after thirty days from giving the notice described in the preceding sentence, the City Clerk may issue an execution
for nonpayment of taxes to the Chief of Police. The Chief of Police may then publish a notice of the sale in a local
newspaper weekly for four weeks and give the taxpayer ten days’ written notice by registered or certified mail. A
public sale of the property may then be made by the Chief of Police at City Hall on the first Tuesday of the month
after the required notices are given.




                                  [Remainder of Page Intentionally Left Blank]




                                                        A-15
Historical Property Tax Data
    Set forth below is information concerning the assessed (40% of fair market value) and estimated actual value of taxable property within the City for calendar years 2005
through 2010.

                                    Assessed Values                                                                 General        Maintenance     Maintenance        Estimated
 Calendar    Real & Personal      Public          Motor           Mobile          Gross            Bond         Obligation Bond    & Operation     & Operation         Actual
  Year          Property          Utilities      Vehicles         Homes         Tax Digest       Exemptions1      Tax Digest1, 2   Exemptions      Tax Digest3         Value
  2005       $773,143,133        $5,348,480    $38,478,820       $19,160      $816,989,593           ---              ---          $4,801,677      $812,187,916    $2,042,473,983
  2006         880,244,915        6,034,080     38,405,570        22,280        924,706,845          ---              ---           7,733,166        916,973,679    2,311,767,113
  2007         956,289,477        6,548,760     51,452,990        21,440      1,014,312,667          ---              ---           5,875,507      1,008,437,160    2,535,781,668
  2008       1,018,958,892        6,465,280     58,191,150        38,640      1,083,654,052          ---              ---           7,590,753      1,076,063,299    2,709,135,130
  2009       1,036,426,816        8,188,200     62,298,850        37,640      1,106,951,506          ---              ---           9,547,010      1,097,404,496    2,767,378,765
  20104        948,482,359       11,016,885     55,289,450        37,640      1,017,826,334          ---              ---           7,892,716      1,009,933,618    2,524,834,045
________________________
1
   Not reported because the City did not levy taxes for general obligation debt for the years shown.
2
   Total assessed value, after deducting exemptions, for purposes of levying tax for City’s general obligation bonds.
3
   Total assessed value, after deducting exemptions, for purposes of levying tax for City maintenance and operation, including payments under the Agreement.
4
   Unaudited.
Source: State of Georgia Department of Revenue, Property Tax Division.

    The State of Georgia has imposed a moratorium on all increases (but not decreases) in the assessed value of all classes of property subject to ad valorem taxation for municipal
purposes for tax years (i.e, calendar years) 2009, 2010, and 2011. See “CITY AD VALOREM TAXATION - Assessed Value” herein.




                                                                 [Remainder of Page Intentionally Left Blank]




                                                                                       A-16
    Set forth below is information concerning the rate of levy of property taxes per $1,000 of assessed value, or
millage rates, of the City and all overlapping governments for calendar years 2004 through 2009.

                                      City                                                Cherokee
Calendar      Maintenance        Legal        Debt                        Cherokee         County          State of
 Year        and Operation       Limit1      Service         Total         County       School System      Georgia          Total
  2004          6.458            10.00         0.00          6.458          4.935             19.57            0.25         31.213
  2005          6.115            10.00         0.00          6.115          4.739             19.35            0.25         30.454
  2006          6.115            10.00         0.00          6.115          4.547             18.95            0.25         29.862
  2007          5.880            10.00         0.00          5.880          4.400             18.85            0.25         29.380
  2008          6.530            10.00         0.00          6.530          4.381             18.85            0.25         30.011
  2009          6.530            10.00         0.00          6.530          4.381             18.85            0.25         30.011
________________________
1
   See “CITY AD VALOREM TAXATION - Annual Tax Levy and Limitation on Annual Tax Levy” herein.


   Set forth below is information (stated in thousands) concerning property tax levies and collections (excluding
motor vehicles and mobile homes) of the City for the past five fiscal years of the City.

                                                                               Percentage
                                                                              of Collection        Percentage           Delinquent
                                           Tax Collections                     of Current         of Total Tax             Taxes
Fiscal                         Current           Prior                        Year’s Levy          Collections         Outstanding
Year       Tax Levy1         Year’s Levy 1
                                                Years           Total         to Tax Levy         to Tax Levy         as of Year End
 2005      $4,456,189        $4,398,716       $44,431        $4,443,147              98.71%            99.71%           $ 12,923
 2006       4,340,425         4,294,393        51,012         4,345,405              98.94            100.11              46,032
 2007       4,928,625         4,830,442        48,984         4,879,529              98.01             99.00              98,080
 2008       5,150,748         4,970,038        89,858         5,059,817              96.49             98.23             180,781
 2009       5,951,545         5,740,211        51,732         5,791,943              96.45             97.32             211,333
________________________
1
   Relates to preceding calendar year tax digest.


     Set forth below is the estimated value of total tax title liens (or fi fas) owned by the City as of the end of its past
five fiscal years. The amounts set forth below are cumulative amounts from all preceding years.


                                                  Estimated Value as of June 30
                     2005                  2006              2007               2008                    2009
                    $12,923              $46,032             $98,080            $180,781              $211,333

    Delinquent property taxes of the City are written off when the statute of limitations for their collection (7 years)
expires or if no property is found to levy upon, if earlier. The delinquent taxes written off are usually for personal
property, which are more difficult to collect than taxes on real property.
                                         [Remainder of Page Intentionally Left Blank]




                                                              A-17
Ten Largest Taxpayers

     Set forth below are the ten largest taxpayers of the City for calendar year 2009. A determination of the largest
taxpayers within the City can be made only by manually reviewing individual tax records. Therefore, it is possible
that owners of several small parcels may have an aggregate assessment in excess of those set forth in the table
below. Furthermore, the taxpayers shown in the table below may own additional parcels within the City. No
independent investigation has been made of, and consequently no representation can be made as to, the financial
condition of any of the taxpayers listed below or that such taxpayers will continue to maintain their status as major
taxpayers in the City.


                                                                     Taxes           Assessed           Percent of
          Taxpayer                      Nature of Business           Levied          Valuation        Net Tax Digest
CH Realty IV A, LLC                       Apartments               $ 58,904        $ 9,020,600              0.82%
Alta Woods Partners,LLC                   Apartments                 54,194          8,299,360              0.76
CH Realty IV, LLC                         Apartments                 49,827          7,630,600              0.70
Wal-Mart Real Estate BS Trust             Shopping Center            48,639          7,448,600              0.68
Pointe@Towne Lake, LLC                    Apartments                 44,475          6,811,000              0.62
VKEP-S LLC                                Apartments                 41,229          6,313,000              0.58
470 West 166 LLC                          Apartments                 38,355          5,873,680              0.54
LTF Real Estate Company, Inc              Real Estate                35,940          5,503,920              0.50
Dayton Hudson Corporation                 Shopping Center            34,016          5,209,240              0.47
DDRTC Woodstock Square, LLC               Shopping Center            33,247          5,091,520              0.46
       Total                                                       $438,826        $67,201,520              6.12%




                                  CITY FINANCIAL INFORMATION
Accounting System and Policies

     The accounting practices and policies of the City conform to generally accepted accounting principles as
applied to governments. The City’s accounting system is organized and operated on a fund basis. The City’s funds
are segregated for the purpose of accounting for the operation of specific activities or attaining certain objectives.
The City’s primary fund is the General Fund, which contains all City revenues except those that are specifically
allocated by law for other purposes. The City may appropriate money from the General Fund for all ordinary City
expenses. The Woodstock Downtown Development Authority is accounted for as a discretely presented component
unit of the City. The Woodstock Urban Redevelopment Agency is accounted for as a blended component unit of the
City. The City also maintains several other funds to account for specific activities or to attain certain objectives.

    The funds of the City are grouped into two broad categories:

         (1) Governmental Funds - This category includes the General Fund, the Special Revenue Fund, the
    Capital Projects Funds, and the Debt Service Fund. The General Fund is the principal operating fund of the
    City and is used to account for all activities of the City not otherwise accounted for in a specified fund. The
    City has one Special Revenue Fund (the Hotel-Motel Fund) that accounts for specific revenues that are legally
    restricted to expenditures for particular purposes. The City has three Capital Projects Funds, which account for
    the special purpose local option sales tax funds that is used for the acquisition and construction of major capital
    facilities, other than those financed by the Proprietary Funds. The City has one Debt Service Fund that is used
    to account for the accumulation of resources for and the payment of debt service on general long-term debt and
    related costs.

        (2) Proprietary Funds - This category consists of two Enterprise Funds, which are the Water and Sewer
    Fund and the Stormwater Utility Fund. The Enterprise Funds account for City operations that are designed to
    be self-supporting.




                                                        A-18
       Note (2) of the basic financial statements of the City included as Appendix A to this Official Statement contains
  a detailed discussion of the City’s significant accounting policies.

  Five Year General Fund History
       Set forth below is an historical, comparative summary of the revenues, expenditures, and changes in fund
  balance of the City’s General Fund for the past five fiscal years. Information in the following table has been
  extracted from audited financial statements of the City for the years ended June 30, 2006 to 2009. Information in
  the following table for the year ended June 30, 2010 has been prepared by the City without audit. Although taken
  from audited financial statements (in the case of the information shown for fiscal years 2006 to 2009 only), no
  representation is made that the information is comparable from year to year, or that the information as shown taken
  by itself presents fairly the financial condition of the City for the fiscal years shown. For more complete
  information, reference is made to the audited financial statements for fiscal years 2006 to 2009 and to the unaudited
  financial information for fiscal year 2010, copies of which are available from the City upon request.
                                                   City General Fund
                                                                 Years Ended June 30 (Audited)
                                        2006              2007               2008              20091           20106
Revenues
 Property Tax                       $ 5,030,477       $ 5,551,183        $ 5,848,147       $ 6,232,101       $6,735,958
 Excise Taxes                         2,824,908         3,205,387          3,393,347         3,362,159        3,145,892
 Licenses/Permits/Fees                1,372,853         1,111,272            919,251           628,410          751,218
 Charges for Services                   301,072         1,082,612            454,995           188,531          170,384
 Fines and Forfeitures                1,521,103         1,248,765          1,026,563         1,141,435          969,209
 Intergovernmental Revenue               30,953            ---                 ---               ---             10,930
 Cost Allocation2                         ---              ---                ---            2,049,223        1,544,182
 Interest on Investments                174,741           128,741             63,655            45,455           12,708
 Other Local Revenue                    309,034           239,078            312,536           987,386        1.028.374
      Total Revenues                 11,565,141        12,567,038         12,018,494        14,634,700       14,368,855
Expenditures
 Current
   General Government                 2,367,147         2,665,172          4,862,078         5,152,436        5,908,739
   Public Safety                      5,768,425         6,080,181          6,560,137         6,695,742        7,076,628
   Public Works                         944,027           965,995          1,256,252         1,416,943        1,352,571
   Community Services3                1,971,531         2,090,353             ---               ---                  ---
 Debt Service
   Principal                            140,342            42,442            121,612           397,184          717,019
   Interest                               6,262             2,887             12,684           187,003          408,811
 Capital Outlay
   General Government4                   28,805           353,629             41,544         7,341,750          338,213
   Public Safety                        273,965           243,852            511,640           217,756            7,965
   Public Works7                         51,669           118,472            128,717            24,966        2,412,600
   Community Services3                   74,301           190,421              ---               ---                 ---
      Total Expenditures             11,626,474        12,753,404         13,494,664        21,433,780       18,222,546
Excess (Deficiency) of
 Revenues Over Expenditures             (61,333)         (186,366)        (1,476,170)       (6,799,080)      (3,853,691)
Other Financing Sources (Uses)
 Proceeds from Bonds7                    ---               ---                ---               ---         $ 3,663,058
 Capital Lease Proceeds4                 ---              357,980            514,332         6,666,669          246,437
 Transfers (Net)5                      (200,227)         (193,714)          (195,047)         (513,430)          50,000
      Total Other Financing
       Sources (Uses)                  (200,227)          164,266            319,285         6,153,239        3,959,495
Net Change in Fund Balance             (261,560)          (22,100)        (1,156,885)         (645,841)         105,804
Fund Balance,
 Beginning of Year                    6,165,153         5,903,593          5,881,493         4,724,608        4,078,767
Fund Balance,
 End of Year                        $ 5,903,593       $ 5,881,493        $ 4,724,608       $ 4,078,767       $4,184,571
  ________________________




                                                          A-19
1
    For comparative purposes, some revenues shown for fiscal year 2009 have been reclassified from categories
    reported in the City’s audited financial statements for fiscal year 2009, attached hereto as Appendix A, into
    categories reported in its audited financial statements for fiscal years 2005 through 2008, as shown in this table.
2
    Represents amount paid in fiscal year 2009 by the Water and Sewer Fund to repay (i) administrative costs
    incurred by the General Fund and allocable to the Water and Sewer Fund and (ii) a portion of amounts advanced
    by the General Fund to pay debt service on the prior loan described in footnote 5 below.
3
    Beginning in fiscal year 2008, Community Services expenditures were reclassified into General Government
    expenditures.
4
    Amount shown under Capital Outlay for General Government expenditures in fiscal year 2009 relates primarily
    to capital expenditures incurred in connection with the City’s new municipal complex. Expenditures related to
    this project were financed by a capital lease obligation incurred in October 2008, the proceeds of which are
    shown for fiscal year 2009 under Other Financing Sources as Capital Lease Proceeds.
5
    Transfers in fiscal years 2005 through 2008 represent primarily transfers from the General Fund to the Debt
    Service Fund to pay a portion of debt service on a prior loan incurred by the Water and Sewer Fund to finance
    capital improvements to the City’s wastewater treatment plant. Transfers in fiscal year 2009 represents transfers
    to the Tax Allocation District Fund ($72,223), the Capital Projects Funds ($235,284), and the Debt Service Fund
    ($205,923).
6
    Unaudited.
7
    Amount shown under Capital Outlay for Public Works expenditures in fiscal year 2010 relates primarily to right
    of way purchases incurred in connection with a new Hwy 575 Exchange in the City. The State Department of
    Transportation will construct the project at cost estimated to be $17,000,000. Expenditures related to this
    project were financed by the DDA Series 2010 bond issued in February 2010 the proceeds of which are shown
    for fiscal year 2010 under Other Financing Sources as Proceeds from Bonds.

Management Comments Concerning Material
Trends in Revenues and Expenditures

     For a narrative overview and analysis of the financial activities of the City for fiscal year 2009, see
“Management’s Discussion and Analysis” included in Appendix A to this Official Statement. The Management’s
Discussion and Analysis is not a required part of the basic financial statements of the City but is supplementary
information required by the Governmental Accounting Standards Board that has not been audited by the City’s
auditor.

      The General Fund balance decreased from $5,903,593 as of the end of fiscal year 2006 to $4,078,767 as of the
end of fiscal year 2009, representing a decline of 30.9%. The decrease resulted in part from an 18% increase in the
number of budgeted personnel hired by the City in fiscal year 2006, plus the associated cost of those new hire
positions.

     During fiscal years 2006 through 2007, the City held its property tax millage rates level or slightly decreased.
In fiscal years 2008 and 2009, the City increased its property tax millage rate by 1.1% from fiscal year 2007 to offset
the deficit condition and began requiring the City’s enterprise funds to contribute funds for administrative purposes.
In general, property tax revenues grew by 34.0% from fiscal 2006 to fiscal year 2010 due to new residential and
commercial development. The City’s budget management philosophy is to manage operating expenditure growth
within reasonable revenue projections and to monitor revenue source fluctuations while maintaining budget
sustainability.

Budgetary Process

    Georgia law requires each municipality to operate under an annual balanced budget adopted by ordinance or
resolution. A budget ordinance or resolution is balanced when the sum of estimated net revenues and appropriated
fund balances is equal to appropriations.

    The City adopts annual appropriated budgets for all of its funds. The City uses the modified accrual basis of
accounting in its adopted General Fund budget, which is consistent with the basis of accounting used in the City’s
General Fund financial statements.

     In February of each year, information is transmitted to the various departments to enable them to prepare their
operating budget requests for the next fiscal year. During March and April, the budgetary requests are returned and
are reviewed by the Chief Financial Officer. The Chief Financial Officer then prepares a line item operating budget



                                                         A-20
and submits it to the City Manager for approval. The City Manager submits the operating budget to the City
Council by May 20. The operating budget includes proposed expenditures and the means for financing them.
Public hearings are then conducted in the City to obtain taxpayer comments on the proposed budget. The budget is
legally adopted by the first meeting in June through passage of an ordinance by the City Council. Budget
amendments must be authorized by the City Council through a budget revision.

    Budgetary control is maintained at the department appropriation level. Departments, with the approval of the
City Manager and the Chief Financial Officer, are authorized, with certain exceptions, to transfer amounts within
departmental budgets. Expenditures that would increase total departmental appropriations require the approval of
the City Council. The City also prepares monthly financial statements comparing budgeted and actual amounts.

    Encumbrance accounting, under which purchase orders, contracts, and other commitments for the expenditure
of moneys are recorded in order to reserve that portion of the applicable appropriation, is utilized by the City for
budget purposes only. Thus, appropriations outstanding at year-end lapse under generally accepted accounting
principles because they do not constitute expenditures or liabilities.

General Fund Budget

     Set forth below is a summary of the City’s adopted budget for its General Fund for the year ending June 30,
2011. This budget is based upon certain assumptions and estimates of the City regarding future events, transactions,
and circumstances. Realization of the results projected in this budget will depend upon implementation by
management of the City of policies and procedures consistent with the assumptions. There can be no assurance that
actual events will correspond with such assumptions, that uncontrollable factors will not affect such assumptions, or
that the projected results will be achieved. Accordingly, the actual results achieved could materially vary from those
projected in the budget set forth below.


                                General Fund Budget for Year Ending June 30, 2011
                       Revenues
                         Taxes1                                              $ 6,970,000
                         Excise                                                3,388,688
                         Licenses/Permits/Fees                                   878,500
                         Charges for Services                                  1,190,500
                         Fines and Forfeitures                                 1,002,000
                         Intergovernmental Revenues                              229,100
                         Interest on Investments                                  20,000
                         Other Local Revenue                                     231,288
                              Total Revenues                                 $ 13,910,076
                       Expenditures
                           General Government                                $ 7,759,707
                           Public Safety                                       7,162,805
                           Public Works                                        1,280,041
                              Total Expenditures                             $ 16,202,553
                       Excess of Revenues Over
                        (Under) Expenditures                                 $ (2,292,477)
                       Other Financing Sources (Uses)
                        Proceeds from Cash Reserves                           $ 1,915,027
                        Transfers                                                 377,450
                       Excess of Revenues and Other Sources Over
                        (Under) Expenditures and Other Uses                 $      0
                     ______________________
                     1
                         Does not reflect revenues from proposed increase to the City’s property tax millage rate.
                         See “CITY AD VALOREM TAXATION —Annual Tax Levy and Limitation on
                         Annual Tax Levy” herein.




                                                        A-21
           Set forth below is an historical, comparative summary of the revenues and expenditures, budget and actual, of the City’s General Fund for the years ended
       June 30, 2006 to 2010.

                                                                                   City General Fund

                                                                                                   Years Ended June 30
                                        2006                            2007                              2008                                2009                                20101
                               Budget           Actual         Budget             Actual          Budget          Actual            Budget            Actual            Budget            Actual
Total Revenues               $10,378,057     $11,565,141     $11,249,000         12,567,037    $12,764,145      $12,018,494     $14,960,780       $14,069,700       $13,677,919       $14,368,855
Total Expenditures            11,934,346      11,626,474      13,674,830         12,753,403     14,714,032       13,494,664      21,291,194        20,868,780        20,466,129        18,222,546
Excess of Revenues Over
 (Under) Expenditures          (1,556,289)        (61,333)    (2,425,830)          (186,366)      (1,949,887)    (1,476,170)        (6,330,414)       (6,799,080)       (6,768,210)       (3,853,691)
Other Financing Sources
 (Uses)                         (668,687)        (200,227)      (201,000)          164,266            ---           319,285         6,330,414         6,153,239         6,768,210         3,959,495
Excess of Revenues and
 Other Financing Sources
 Over (Under) Expenditures
 and Other Financing Uses    $ (2,224,976)     $ (261,560)   $ (2,626,830)   $      (22,100)   $ (1,949,887)    $ (1,156,885)   $       -0-       $    (645,841)    $       -0-       $    (105,804)
       1
           Unaudited.




                                                                                           A-22
     The City has not conformed to its General Fund budgets in a few instances for the fiscal years ended June 30,
 2005 to 2009. Set forth below is a summary of unfavorable variances between budgeted and actual amounts for the
 General Fund for the fiscal years ended June 30, 2005 to 2009.

                                          General Fund Unfavorable Variances

                                                                  Years Ended June 30
                                   2005               2006                2007              2008          2009
 Revenues
  Property Tax                 $ (213,318)        $      ---           $      ---        $(406,853)     $(943,842)
  Excise Taxes                      ---                  ---                  ---            ---          (13,714)
  Licenses and Permits           (181,276)            (157,647)            (478,727)      (240,749)      (203,926)
  Charges for Services              ---                  ---                (22,389)      (641,005)         ---
  Intergovernmental               (21,015)              (1,854)             (25,000)         ---            ---
  Investment Income                 ---                  ---                  ---          (11,345)         ---
  Cost Allocation                   ---                  ---                  ---            ---             (277)
  Rents                             ---                  ---                  ---            ---          (22,155)
  Other Local Revenue               ---                  ---                  ---          (87,109)         ---
 Expenditures
  Mayor and Council                  ---                 ---                 (5,399)          ---           ---
  Administrative                   (20,516)             (3,327)             (33,372)         (7,273)      (23,805)
  City Clerk                        (6,297)              ---                  ---             ---           ---
  Finance                           (2,922)              ---                  ---             ---         (25,868)
  Municipal Court                 (140,642)           (195,846)               ---             ---           ---
  Human Resources                   (1,712)              ---                  ---             ---           ---
  Police                             ---                 ---                  ---             ---         (31,857)
  Fire                               ---                (1,694)             (27,079)          ---         (20,164)
  Buildings and Grounds             (9,954)            (24,368)             (66,798)        (36,807)      (80,525)
  Planning Management                ---                 ---                  ---          (117,144)        ---
  Engineering                      (32,798)              ---                  ---            (2,821)        ---
  Parks                              ---                (3,487)               ---             ---            (121)
  Recreation                       (34,385)              ---                  ---             ---        (159,144)
  Capital Outlay                     ---                 ---                  ---          (326,186)        ---
 Transfers                      (1,601,080)              ---                  ---          (195,047)     (278,844)
 Net Cumulative
   Variance
   Favorable
   (Unfavorable)               $ (430,527)        $1,963,416           $2,604,730        $ 793,002      $(645,841)

      The City expects to conform to its adopted budget for its General Fund for fiscal year 2011.

 Capital Improvements Program

     The following table summarizes historical capital outlays for the City’s governmental capital assets (excluding
 fixed assets accounted for in the Enterprise Funds) for the fiscal years ended June 30, 2006 to 2010.


                                                                     Years Ended June 30
       Department                         2006             2007             2008              2009         20101
Land                                 $ 408,123         $     ---            $   47,580     $1,905,639   $ 4,940,877
Buildings and Improvements            2,960,512            263,600             404,622      5,748,945       996,058
Vehicles                                299,950             61,738             599,485        226,113       156,370
Office Furniture and Equipment           35,457            308,951               9,487        189,786             0
Machinery and Equipment                 106,495            254,876             601,551         23,296        79,133
Parks and Park Improvements              98,163            309,158              86,633         17,405        67,194
Streets and Street Improvements         591,964          1,196,989           1,465,912        686,564     1,226,659
       Total Cost                    $4,500,664        $2,395,312           $3,215,270     $8,797,748   $ 6,239,632
 1
     Unaudited


      The City presently does not have in effect a multi-year capital improvements plan.


                                                           A-23
Sources of Tax Revenues
    Set forth below are the City’s governmental tax revenues by source for each of its past five fiscal years.

                                               Tax Revenues By Source

               Fiscal        Property          Excise           Sales        Hotel/Motel
               Year            Tax              Tax             Tax1            Tax             Total
                 2005      $4,641,759     $2,728,452      $1,155,104       $ 79,555      $ 8,604,870
                 2006       5,030,477       2,824,908      5,235,696         84,568       13,175,649
                 2007       5,551,183       3,205,387      2,834,911        112,559       11,704,040
                 2008       5,848,147       3,393,347      2,611,145        174,548       12,027,187
                 2009       6,499,7512      3,362,159      2,425,905        175,090       12,462,905
________________________
1
   Represents proceeds received by the City from a one percent (1%) special purpose sales and use tax approved by
   the voters of Cherokee County on November 2, 2004. In the election, the voters of Cherokee County approved
   the imposition of the sales and use tax to finance various capital outlay projects of Cherokee County and the
   municipalities in Cherokee County, including the City. The sales and use tax became effective on July 1, 2006
   and expires on June 30, 2012. Monthly receipts are remitted to the City, representing collections for the second
   preceding month.
2
   Includes $6,232,101 deposited in the General Fund and $267,650 tax deposited in the Tax Allocation District
   Fund.

Employee Benefits

     The City participates in a defined benefit non-contributory pension plan covering all employees after 12 months
of continuous service, which is administered through the Georgia Municipal Employees Benefit System (GMEBS),
an agent multiple-employer public employee retirement system that acts as a common investment and administrative
agent for cities in the State of Georgia. The pension fund is accumulated from City contributions, and income from
the investment of accumulated funds. Because City employees do not contribute to the pension plan, the City is
required to contribute all amounts necessary to fund the pension plan. For the plan year ended June 30, 2009,
contributions by the City to the defined-benefit plan totaled $379,296. As of June 30, 2009, there were 152 active
participants in the plan and 11 retirees receiving benefits. Set forth below is selected information about the City’s
pension plan.

                                            Analysis of Funding Progress

                                                                                                         Ratio of
                                                                                                        Unfunded to
                Actuarial          Actuarial                                             Annual           Annual
   Fiscal       Value of           Accrued           Funded         Net Pension          Covered         Covered
   Year          Assets            Liability          Ratio         Obligation           Payroll          Payroll
   2005        $1,194,644         $2,043,187            58.5%           $848,543       $3,661,351           23.2%
   2006         1,561,133          2,397,412            65.1             836,279        4,696,650           17.8
   2007         2,117,106          3,072,828            68.8             955,722        5,490,802           17.4
   2008         3,258,754          3,606,284            90.4             347,530        5,984,477            5.8
   2009         3,215,808          4,142,946            77.6             927,138        6,917,166           13.4

    The City is required by Georgia law to have an actuarial valuation of its defined-benefit pension plan done once
every three years. The City met the minimum funding levels prescribed by state law through June 30, 2009. Note
15 of the basic financial statements of the City included as Appendix A to this Official Statement contains a detailed
description of the City’s defined-benefit pension plan.

     The City also offers its employees a deferred compensation plan created in accordance with Internal Revenue
Code Section 457. The plan is available to all City employees and permits them to defer income taxation of a
portion of their salary to future years. Participation in the plan is optional. The deferred compensation is not
available to employees until termination, retirement, death, or unforeseeable emergency. All amounts of



                                                         A-24
compensation deferred under the plan, all property and rights purchased with those amounts, and all income
attributable to those amounts, property, or rights are (until paid or made available to the employee or beneficiary)
solely the property and rights of the City subject only to the claims of the City’s general creditors. Participants’
rights under the plan are equal to those of general creditors of the City in an amount equal to the fair market value of
the deferred account for each participant. The City believes that it is unlikely that it will use these assets to satisfy
the claims of general creditors in the future. The City believes that it has no liability for losses under the plan but
does have the duty of care that would be required of an ordinary prudent investor in making plan investments.

     City employees accrue personal (vacation and sick) leave in different amounts, depending upon the period of
time the City has employed them and the position they hold. The maximum amount of personal leave that
employees may accumulate is 836 hours. The City pays 50 percent of an employee’s accrued personal leave upon
termination of employment and has reflected a liability for accumulated personal leave pay in its financial
statements.

Insurance Coverage and Governmental Immunity

     The General Assembly of the State of Georgia has declared, in Section 36-33-1 of the Official Code of Georgia
Annotated, that it is the public policy of the State of Georgia that there is no waiver of the sovereign immunity of
municipal corporations and that municipal corporations shall be immune from liability for damages. This policy is
applicable to actions based upon tort but is not applicable to actions based upon contract. The City, however, may
be unable to rely upon the defense of sovereign immunity and may be subject to liability in the event of suits
alleging causes of action founded upon various federal laws, such as suits filed pursuant to 42 U.S.C. §1983 alleging
the deprivation of federal constitutional or statutory rights of an individual and suits alleging anti-competitive
practices and violations of the federal antitrust laws by the City in the exercise of its delegated powers.
Section 36-33-1 of the Official Code of Georgia Annotated also provides that a municipal corporation shall not
waive its immunity by the purchase of liability insurance, except for vehicular liability insurance or unless the
insurance policy covers an occurrence for which the defense of sovereign immunity is available, but the waiver is
limited to the extent of the limits of the insurance policy. Section 36-33-1 of the Official Code of Georgia
Annotated also provides that municipal corporations are not liable for failure to perform or for errors in performing
their legislative or judicial powers, but are liable for neglect to perform or improper or unskillful performance of
their ministerial duties.

     The City carries liability insurance for the types of claims and in amounts that are customary for similar entities
for those categories of claims that are not subject to the defense of sovereign immunity. The City also carries
property and casualty damage insurance on buildings and other physical assets.

    Present insurance coverage is summarized below:

                         Type                                              Amount in Force
                        Property                                             $37,492,133

                                                                       Limits of Liability
                         Type                                   Each Occurrence        Aggregate
                General Liability                                  $1,000,000           $2,000,000
                Personal and Advertising Injury Liability           1,000,000            2,000,000
                Automobile Liability                                1,000,000            1,000,000
                Excess Liability                                    5,000,000            5,000,000
                Employee Benefits Liability                         1,000,000            2,000,000
                Workers’ Compensation                                Statutory           1,000,000

     The City requires payment and performance surety bonds and builders’ risk insurance of all contractors and
subcontractors involved in its public works projects. Reference is made to Note (11) of the City’s financial
statements included as Appendix A for a discussion of the City’s risk management program. The City requires the
surety bonds to be issued by surety firms listed on the U.S. Treasury-approved list and the builders’ risk insurance to
be in the amount of the contract sums.




                                                         A-25
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                                                APPENDIX B

                            FINANCIAL STATEMENTS OF THE CITY

    The basic financial statements of the City as of June 30, 2009 and for the year then ended, included as this
Appendix B, have been audited by James L. Whitaker, P.C., independent certified public accountants, to the extent
and for the period indicated in its report thereon which appears in this Appendix B. Such financial statements have
been included herein in reliance upon the report of James L. Whitaker, P.C.




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                                         APPENDIX C

                            DEFINITIONS AND SUMMARIES
                             OF PRINCIPAL DOCUMENTS

This Appendix C has been prepared by Hunton & Williams LLP, Atlanta, Georgia, Bond Counsel.
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                                  APPENDIX C
               DEFINITIONS AND SUMMARIES OF PRINCIPAL DOCUMENTS


                                            DEFINITIONS

       “Act” means the Urban Redevelopment Law, Official Code of Georgia Annotated
Section 36-61-1, et seq.

       “Additional Parity Bonds” means any Woodstock Urban Redevelopment Agency
Revenue Bonds which might hereafter be issued pursuant to the terms of the Resolution and
ranking on a parity with the Series 2010 Bonds as to the lien on the moneys derived from the
Agreement.

        “Agreement” means the Intergovernmental Agreement of Sale dated as of September 1,
2010, among the Issuer and the City, pursuant to which the City, as purchaser, agrees to purchase
(on an installment basis) certain tangible portions of the Series 2010 Project.

        “Bond Purchase Agreement” means the Bond Purchase Agreement among Merchant
Capital LLC, the Issuer and the City in connection with the sale of the Series 2010 Bonds.

       “Bond Registrar” means the financial institution at the time serving as bond registrar
pursuant to the Resolution, initially, Regions Bank.

        “Bond Year” means the period commencing on February 1 of a calendar year and
ending on January 31 of the next succeeding calendar year, except that the first Bond Year will
begin on the date the Series 2010 Bonds are issued and end on January 31, 2011.

       “Bonds” means the Series 2010 Bonds, and, from and after the issuance of any
Additional Parity Bonds, unless the context clearly indicates otherwise, such Additional Parity
Bonds.

        “Charter” means the Act of the General Assembly of the State of Georgia providing the
Charter of the City of Woodstock, Georgia (Ga. Laws 1975, p. 4160).

       “City” means the City of Woodstock, Georgia, a municipal corporation of the State of
Georgia.

        “Code” means the Internal Revenue Code of 1986, as amended and any applicable
regulations thereunder.

        “Costs of Issuance” means all expenses of issuing a related series of Bonds, including
but not limited to financial advisory fees, printing expenses, legal fees of bond counsel and the
City Attorney, initial fees of the Paying Agent, Bond Registrar, out-of-pocket expenses of the
Issuer or the City for the purpose of issuing the Bonds.

       “Costs of Issuance Fund” means the fund created in the Resolution.



                                              C-1
        “Costs of Issuance Fund Custodian” means the financial institution serving at the time
in such capacity pursuant to the Resolution.

       “Depository Bank” means the financial institution at the time serving in such capacity
pursuant to the Resolution.

        “DTC” means The Depository Trust Company, a corporation organized and existing
under the laws of the State of New York, and any other securities depository appointed pursuant
to the Resolution, and their successors.

        “Event of Default” means the occurrence of an event of default as described in Article
VIII.

        “Governing Body” means, in the case of the Issuer, its Board of Commissioners and, in
the case of the Purchaser, its City Council.

        “Government Obligations” means direct general obligations of the United States of
America or obligations which are unconditionally guaranteed by the United States of America, in
either case which are not callable except at the option of the holder thereof.

       “Holder,” “Bondholder” or “Owner” mean the registered owner of any Bond,
including the Series 2010 Bond.

        “Issuer” means the Woodstock Urban Redevelopment Agency, a public body corporate
and politic and a public corporation of the State of Georgia, duly created and validly existing
pursuant to the Act, and any public corporation, entity, body or authority to which is hereafter
transferred or delegated by law the duties, power, authorities, obligations or liabilities of the
Issuer, either in whole or in part.

      “Letter of Representations” means the Blanket Issuer Letter of Representations dated
October 12, 2009, from the Issuer, relating to a book-entry system to be maintained by DTC.

      “Lien” means any mortgage or pledge of or security interest in or lien, charge, or
encumbrance on the Project.

       “Outstanding” means, with reference to the Bonds, all Bonds which have been executed
and delivered pursuant to the Resolution except:

        (a)    Bonds cancelled because of payment or redemption;

        (b)    Bonds for the payment or redemption of which funds or securities in which such
funds are invested shall have been theretofore deposited with a duly designated Paying Agent for
the Bonds (whether upon or prior to the maturity or redemption date of any such Bonds)
provided that if such Bonds are to be redeemed prior to the maturity thereof notice of such
redemption shall have been given or provision satisfactory to such Paying Agent shall have been
made therefor, or a waiver of such notice, satisfactory in form to such Paying Agent shall have
been filed with such Paying Agent; and



                                              C-2
       (c)    Bonds in lieu of which other Bonds have been executed and delivered under the
Resolution.

       “Paying Agent” means the financial institution at the time serving as paying agent for
the Bonds pursuant to the Resolution.

        “Payment Date” means, as to the Bonds, February 1 and August 1 of each year,
commencing February 1, 2011, except that with respect to any series of Additional Parity Bonds,
the Issuer may provide in a supplemental resolution for any other payment dates as it deems
appropriate.

        “Permitted Investments” means the local government investment pool created in
Chapter 83 of Title 36 of the Official Code of Georgia Annotated, as amended, or investments in
the following securities, and no others:

              (a)    bonds or obligations of the State of Georgia, or other states, or of other
       counties, municipal corporations, and political subdivisions of the State of Georgia;

              (b)    bonds or other obligations of the United States or of subsidiary
       corporations of the United States government which are fully guaranteed by such
       government;

              (c)     obligations of and obligations guaranteed by agencies or instrumentalities
       of the United States government, including those issued by the Federal Land Bank,
       Federal Home Loan Bank, Federal Intermediate Credit Bank, and the Central Bank for
       Cooperatives, and any other agency or instrumentality now or hereafter in existence;
       provided, however, that all such obligations shall have a current credit rating from a
       nationally recognized rating service of at least one of the three highest rating categories
       available and have a nationally recognized market;

               (d)    bonds or other obligations issued by any public housing agency or
       municipal corporation in the United States, which such bonds or obligations are fully
       secured as to the payment of both principal and interest by a pledge of annual
       contributions under an annual contributions contract or contracts with the United States
       government, or project notes issued by any public housing agency, urban renewal agency,
       or municipal corporation in the United States which are fully secured as to payment of
       both principal and interest by a requisition, loan, or payment agreement with the United
       States government;

               (e)     certificates of deposit of national or state banks located within the State of
       Georgia which have deposits insured by the Federal Deposit Insurance Corporation and
       certificates of deposit of federal savings and loan associations and state building and loan
       or savings and loan associations located within the State of Georgia which have deposits
       insured by the Savings Association Insurance Fund of the Federal Deposit Insurance
       Corporation or the Georgia Credit Union Deposit Insurance Corporation, including the
       certificates of deposit of any bank, savings and loan association, or building and loan
       association acting as depository, custodian, or trustee for any of the proceeds of the
       Bonds. The portion of such certificates of deposit in excess of the amount insured by the


                                                C-3
Federal Deposit Insurance Corporation, the Savings Association Insurance Fund of the
Federal Deposit Insurance Corporation or the Georgia Credit Union Deposit Insurance
Corporation, if any, shall be secured by deposit, with the Federal Reserve Bank of
Atlanta, Georgia, or with any national or state bank or federal savings and loan
association or state building and loan or savings and loan association located within the
State of Georgia, or with a trust office within the State of Georgia, of one or more of the
following securities in an aggregate principal amount equal at least to the amount of such
excess: direct and general obligations of the State of Georgia or other states or of any
county or municipal corporation in the State of Georgia, obligations of the United States
or subsidiary corporations referred to in paragraph (b) above, obligations of the agencies
and instrumentalities of the United States government referred to in paragraph (c) above,
or bonds, obligations, or project notes of public housing agencies, urban renewal
agencies, or municipalities referred to in paragraph (d) above;

        (f)   securities of or other interests in any no load, open-end management type
investment company or investment trust registered under the Investment Company Act of
1940, as from time to time amended, or any common trust fund maintained by any bank
or trust company which holds such proceeds as trustee or by an affiliate thereof so long
as:

              (i)     the portfolio of such investment company or investment trust or
       common trust fund is limited to the obligations referred to in paragraphs (b) and
       (c) above and repurchase agreements fully collateralized by any such obligations;

              (ii)   such investment company or investment trust or common trust
       fund takes delivery of such collateral either directly or through an authorized
       custodian;

               (iii) such investment company or investment trust or common trust
       fund is managed so as to maintain its shares at a constant net asset value; and

               (iv)    securities of or other interests in such investment company or
       investment trust or common trust fund are purchased and redeemed only through
       the use of national or state banks having corporate trust powers and located within
       the State of Georgia;

        (g)    interest-bearing time deposits, repurchase agreements, reverse repurchase
agreements, rate guarantee agreements, or other similar banking arrangements with a
bank or trust company having capital and surplus aggregating at least $50 million or with
any government bond dealer reporting to, trading with, and recognized as a primary
dealer by the Federal Reserve Bank of New York having capital aggregating at least $50
million or with any corporation which is subject to registration with the Board of
Governors of the Federal Reserve System pursuant to the requirements of the Bank
Holding Company Act of 1956, provided that each such interest-bearing time deposit,
repurchase agreement, reverse repurchase agreement, rate guarantee agreement, or other
similar banking arrangement shall permit the moneys so placed to be available for use at
the time provided with respect to the investment or reinvestment of such moneys; and


                                       C-4
               (h)     any other investments authorized by the laws of the State of Georgia.

         “Pricing Resolution” shall mean the supplemental resolution adopted by the Issuer,
upon consultation with the Chief Financial Officer of the City, setting forth the final aggregate
principal amount and interest rates that the Series 2010 Bonds shall bear and which bonds will be
designated as term bonds and be subject to mandatory redemption and which bonds will be
subject to optional redemption

         “Fiscal Year” means any period of twelve consecutive months adopted by the Purchaser
as its fiscal year for financial reporting purposes and shall initially mean the period beginning on
July 1 of each calendar year and ending on June 30 of the next calendar year.

        “Project” means the Series 2010 Project.

       “Purchase Price” means the purchase price payable by the Purchaser to the Issuer
pursuant to the Agreement

        “Purchaser” means the City of Woodstock, Georgia, a political subdivision created and
existing under the laws of the State, the party of the second part hereto, and its successors and
assigns.

      “Rebate Amount” means the rebatable arbitrage in connection with any Tax-Exempt
Bonds that is payable to the United States Treasury pursuant to Section 148(f) of the Code and
any Regulations proposed or promulgated in connection therewith.

       “Prior Bonds” means the Prior Series 1998 Bonds and the Prior Series 2003 Bonds.

      “Prior Series 1998 Bonds” means the prior City of Woodstock Water and Sewerage
Revenue Refunding Bonds, Series 1998 outstanding in the principal amount of $92,811.80.

      “Prior Series 2003 Bonds” means the prior City of Woodstock Water and Sewerage
Refunding and Improvement Bonds, Series 2003 outstanding in the principal amount of
$11,370,000.

        “Project Fund” means the project fund created in the Resolution.

       “Project Fund Custodian” means the financial institution at the time serving in such
capacity pursuant to the Resolution.

       “Purchase Price” means those payments payable pursuant to Section 5.03 of the
Agreement representing the acquisition price of the Series 2010 Project in an amount equal to the
principal of (and premium, if any) and interest on the Series 2010 Bonds and certain
administrative fees and expenses in connection therewith.

       “Record Date” means (a) with respect to any Payment Date, the fifteenth (15th) day of
the calendar month next preceding such Payment Date, and (b) with respect to any date of
redemption, the fifteenth (15th) day (whether or not a Business Day) next preceding such date of



                                                C-5
redemption; provided, that with respect to any Additional Parity Bonds, the Issuer may designate
any other or additional record dates as it may deem appropriate.

        “Refunding Fund” means the fund created in the Resolution.

       “Resolution” means the resolution and any supplemental resolution adopted by the
Governing Body of the Issuer authorizing the issuance and sale of the Bonds and the security
therefor.

       “Series 2010 Bonds” means the Woodstock Urban Redevelopment Agency Revenue
Bonds (Water and Sewer System), Series 2010, authorized to be issued pursuant to the terms of
the Resolution.

       “Series 2010 Project” means the provision for the (i) refinancing by the Issuer of certain
System obligations of the City, including its: (a) outstanding City of Woodstock Water and
Sewerage Revenue Refunding Bonds, Series 1998, and (b) outstanding City of Woodstock Water
and Sewerage Refunding and Improvement Revenue Bonds, Series 2003, (ii) acquisition of the
Treatment Facility by the Issuer, (iii) installation of certain Treatment Facility improvements
including sanitary sewer grit chambers and the replacement and upgrade of the sanitary sewer
screening system, and (iv) conveyance of the Treatment Facility to the City pursuant to the
Intergovernmental Agreement of Sale.

        “Sinking Fund” means the sinking fund created in the Resolution..

       “Sinking Fund Custodian” means the financial institution at the time serving in such
capacity pursuant to the Resolution, Regions Bank.

        “Sinking Fund Year” means the twelve-month period ending on January 31 of each
year.

        “System” means the municipal water and sewer system within the City including
treatment plants and facilities and force mains and pipes providing (i) water supply and
distribution to an area of 64.1 square miles, serving 5500 metered residential, commercial and
industrial connections and (ii) wastewater collection and treatment to an area of approximately
42.1 square miles serving 4500 customers as described in the Agreement.

        “Treatment Facility” means the 2.2 million gallon per day (mgd) Rubes Creek Water
Reclamation Facility located at 228 Arnold Mill Road in Woodstock, Georgia as more
particularly described in Exhibit the Agreement.

        “Tax-Exempt Bonds” means any Bonds the interest on which has been determined, in
an unqualified opinion of Bond Counsel, to be excludable from the gross income of the owners
thereof for federal income tax purposes.

        “Underwriter” means, for purposes of the Series 2010 Bonds, Merchant Capital LLC.




                                              C-6
                                     THE BOND RESOLUTION

       The following is a summary of certain provisions of the Resolution:

Limited Obligation

        The principal of, redemption premium (if any) and interest on the Bonds shall be payable
solely from moneys payable to the Issuer under the Agreement, moneys held in the Sinking Fund
and any other moneys or funds pledged therefor. The Bonds shall not be deemed to constitute a
debt or obligation of the State of Georgia, the City or any political subdivision of the State of
Georgia within the meaning of any constitutional or statutory limitation upon indebtedness.
Except as provided in the Agreement, the Bonds do not and shall not directly, indirectly or
contingently obligate the State of Georgia, the City or any political subdivision of the State of
Georgia to levy or to pledge any form of taxation whatever therefor or to make any appropriation
for their payment.

Creation of Sinking Fund

        There is created by the Resolution a special trust fund designated “Woodstock Urban
Redevelopment Agency Sinking Fund – Series 2010” (the “Sinking Fund”) to be maintained on
behalf of the Issuer by Regions Bank as Sinking Fund Custodian. There shall be deposited into
the Sinking Fund, as and when received, all installments of the Purchase Price pursuant to the
provisions of the Agreement and all other moneys received by the Sinking Fund Custodian under
and pursuant to any of the provisions of the Agreement, if any, when accompanied by written
directions from the Issuer or the City that such moneys are to be paid into the Sinking Fund. So
long as any of the Bonds are Outstanding, the Issuer will deposit, or cause to be deposited,
promptly into the Sinking Fund sufficient sums from payments received pursuant to the
Agreement, if any, to meet and pay the principal of, premium, if any, or interest on, the Bonds as
and when the same become due and payable provided that the Issuer will not use or provide any
funds or revenues from any source other than the sources provided in the Resolution.

        Moneys in the Sinking Fund will be used solely as a fund for the payment of the principal
of, premium, if any, and interest, on the Bonds, for the redemption of the Bonds at or prior to
maturity, and to purchase Bonds in the open market pursuant to the terms and restrictions of the
Resolution. The Issuer will cause the Sinking Fund Custodian to deliver to the Paying Agent
sufficient funds from the Sinking Fund to pay the principal of, and interest and premium, I any,
on the Bonds as the same become due and payable. No moneys in the Sinking Fund shall be
used to redeem, prior to maturity, a part of the Bonds Outstanding provided that if the amount in
the Sinking Fund from any source whatsoever is (i) sufficient to redeem all of the Bonds
Outstanding hereunder, (ii) to pay interest to accrue thereon to such redemption date, and (iii) to
pay all costs and expenses accrued and to accrue to such redemption date, the Issuer, at the
direction of the City, will take, and cause to be taken, the necessary steps to redeem all of said
Bonds on the next succeeding redemption date for which the required redemption notice may be
given; and, provided further that any moneys in the Sinking Fund, other than payments received
pursuant to the Agreement, may be used to redeem a part of the Bonds Outstanding on the next
succeeding redemption date for which the required notice of redemption may be given pursuant
to the terms of the Resolution or to purchase Bonds pursuant to the Resolution to the extent the


                                               C-7
moneys are in excess of the amount required for payment of Bonds theretofore matured or called
for redemption and past due interest in all cases where such Bonds have not been presented for
payment.



Security; Limited Obligation. 

        In order to secure the payment of the principal of, and the interest on, all Bonds issued
under the Resolution the Issuer has pledged, assigned and set over to the Holders of the Bonds,
and to the extent and set forth in the Bond Resolution:

       (a)     all right, title and interest of the Issuer in, to and under the Agreement and all
revenues to be received by the Issuer therefrom (excluding any amounts for deposit in the Rebate
Fund); provided, however, that such pledging, assigning and setting over shall not operate to
prevent the conveyance of the Series 2010 Project to the City under the terms and conditions of
the Agreement;

       (b)     all amounts held in the Sinking Fund; and

       (c)     any and all other property of every kind and nature from time to time which
heretofore or hereafter is by delivery or by writing of any kind conveyed, mortgaged, pledged,
assigned or transferred, as and for additional security hereunder, by the Issuer or by any other
person, firm or corporation with the consent of the Issuer.

        The Bonds, together with interest thereon, shall be limited and not general obligations of
the Issuer giving rise to no pecuniary liability of the Issuer, shall be payable solely from the
revenues and receipts derived by the Sinking Fund and the authority under the Agreement, and
shall be a valid claim of the respective owners thereof only against such fund and the revenues
and receipts from the Agreement which have been pledged to such fund, which revenues and
receipts are hereby again specifically pledged and assigned for the equal and ratable payment of
the Bonds and shall be used for no other purpose than to pay the principal of, premium, if any,
and interest on the Bonds, except as may be otherwise expressly authorized in the Resolution.
The Bonds and the interest thereon shall not constitute a general or moral obligation of the Issuer
nor a debt, indebtedness, or obligation of, or a pledge of the faith and credit of the City, the
County, the State of Georgia, or any other political subdivision within the meaning of any
constitutional or statutory provision whatsoever. Neither the faith and credit nor the taxing
power of the City, the County, the State of Georgia, or any political subdivision thereof is
pledged to the payment of the principal of, premium, if any, or interest on the Bonds. The Issuer
has no taxing power.

        The lien created on the moneys in the Sinking Fund, moneys payable to the Issuer under
the Agreement and any other moneys or funds pledged therefor to secure the Bonds shall be prior
and superior to any lien that may be hereafter created to secure any obligations having as their
security a lien on such moneys, and the Bonds will enjoy a first lien on all of the moneys
described under this heading




                                               C-8
Optional Redemption

        The Series 2010 Bonds are subject to optional redemption as determined by the Issuer, at
the direction of the City, as specified in the Pricing Resolution to be adopted following the
pricing of the Series 2010 Bonds:

        If less than all of the Series 2010 Bonds are called for redemption, the maturities of such
Series 2010 Bonds to be redeemed shall be selected at the direction of the City in such manner as
may be determined to be in the best interest of the Issuer. If less than all the Bonds of a
particular maturity are called for redemption, the Series 2010 Bonds to be redeemed will be
selected by the Bond Registrar by lot in such manner as the Bond Registrar in its discretion may
determine. In either case, (a) a portion of any Series 2010 Bond to be redeemed shall be in the
principal amount of $5,000 or some integral multiple thereof, and (b) in selecting Series 2010
Bonds for redemption, each Series 2010 Bond will be considered as representing that number of
Series 2010 Bonds that is obtained by dividing the principal amount of such Series 2010 Bond by
$5,000.

       Any optional redemption of Bonds need not be pro rata among series of bonds at the
time outstanding. The Issuer may redeem all or any of the Bonds of any series before it redeems
any of the Bonds of any other series, and it may redeem a portion of the Bonds of one series
before or at the same time or after it redeems all or a portion of any other series.

Mandatory Redemption

       The Series 2010 Bonds are subject to mandatory sinking fund redemption as determined
by the Issuer, at the direction of the City, as specified in the Pricing Resolution to be adopted
following the pricing of the Series 2010 Bonds.

        If any Bond is to be redeemed in part only, upon the surrender of such Bond for partial
redemption, the Issuer will execute and the Authentication Agent shall authenticate and shall
deliver or cause to be delivered to or upon the written order of the Owner thereof, at the expense
of the Issuer, a Bond or Bonds of the same series and maturity (but only in authorized
denominations), for the unredeemed portion of such partially-redeemed Bond. Redemption need
not be pro rata among series of Bonds. The Issuer may redeem any or all of the Bonds of any
series before it redeems any of the Bonds of any other series, or it may redeem a portion of the
Bonds of one series before, or at the same time that, it redeems all or a portion of any other
series.

Redemption of Additional Parity Bonds

       In the event Additional Parity Bonds are issued under the Resolution, the Issuer
covenants and agrees that it will not exercise its option to redeem the Bonds under the terms of
the Resolution, or any such issue or issues of Additional Parity Bonds, in part unless and until it
has on hand in the Sinking Fund (i) the funds then required to be deposited therein to pay the
scheduled payments of principal of and interest on all the Bonds due during the year in which
Bonds are to be redeemed; provided, however, the Issuer is not restricted hereby from acquiring




                                               C-9
as a whole, by redemption or otherwise, all Outstanding Bonds from any moneys which may be
available for that purpose.

Notice of Redemption.

       Notice of any redemption of Bonds shall be given at least one time not more than sixty
(60) and not less than thirty (30) days prior to the date fixed for redemption to the holders of the
Bonds being called for redemption by first class mail at the address shown on the register of the
Bond Registrar pertaining to the Bonds.

Purchase of Bonds in Market.

        Nothing contained in the Section of the Bond Indenture labeled Nothing herein contained
shall be construed to limit the right of the Issuer to purchase Bonds in the open market, at a price
not exceeding the then applicable redemption price of the Bonds to be acquired, or at par and
accrued interest for Bonds not then subject to redemption, from funds in the Sinking Fund not
needed to pay principal of or interest on the Bonds on the next succeeding Payment Date. Any
such Bonds so purchased shall not be reissued and shall not be cancelled.

Additional Parity Bonds

       Except as provided below, the Issuer agrees that it will not issue any other certificates,
bonds or obligations of any kind or nature payable from the moneys payable to the Issuer under
the Agreement, moneys held in the Sinking Fund or any other moneys or funds pledged to the
payment of the Bonds.

        The Issuer reserves the right, from time to time, to issue Additional Parity Bonds, at the
direction of the City, ranking as to lien on such moneys (pari passu with the lien thereon of
Series 2010 Bonds) in an unlimited amount, provided that all of the followings conditions are
met:

        (a)    None of the Outstanding Bonds are in default as to the payment of principal or
interest.

       (b)    The payments covenanted to be made pursuant to the Agreement into the Sinking
Fund, as the same may have been enlarged and extended in any proceedings authorizing the
issuance of any Additional Parity Bonds, must be currently being made in the full amount as
required and said funds must be at their proper balances immediately prior to the issuance of
such Additional Parity Bonds.

       (c)     The Issuer authorizes the issuance of said Additional Parity Bonds and provides in
such proceedings, among other things, the date and the rate or rates of interest such Additional
Parity Bonds shall bear, and the payment dates, maturity dates and redemption provisions with
respect to such Additional Parity Bonds and any other matters applicable thereto as the Issuer
may deem advisable.

        (d)     Such Additional Parity Bonds and all proceedings relative thereto, and the
security therefor, are validated as prescribed by law.


                                               C-10
       (e)     The Issuer and the City enter into an amendment or supplement to the Agreement
or another contract substantially similar to the Agreement expressly extending the obligation of
the City to pay amounts to the Issuer sufficient to provide for payment of the amounts due on
such series of Additional Parity Bonds as the same become due and payable.

        (f)     The Issuer receives an opinion of Counsel to the City to the effect that the
Agreement, as so amended or supplemented, or such contract as described in this section
constitutes a valid and binding obligation of the City, enforceable in accordance with its terms,
subject to the customary bankruptcy exceptions.

       (g)    The Chair or Vice Chair of the Issuer execute simultaneously with the issuance of
Additional Parity Bonds a certificate certifying that the Issuer is in compliance with all
requirements of this section.

        (h)     The Issuer receives an opinion of Counsel to the Issuer to the effect that (i) the
proceedings authorizing the issuance of Additional Parity Bonds have been duly adopted by the
Issuer; (ii) the Agreement, as amended or supplemented as required by this section; or the
separate contract, if one is entered into, has been duly authorized, executed and delivered by the
Issuer and constitutes a valid and binding obligation of the Issuer, enforceable in accordance
with its terms, subject to the customary bankruptcy exceptions.

       (i)     The Chair or Vice Chair of the Issuer executes an order authorizing the
authentication of such Additional Parity Bonds upon such conditions as may be specified therein
and directing the application of the proceeds of such Additional Parity Bonds.

      (j) The Additional Contact Provisions provided in the Indenture are satisfied (see
“THE AGREEMENT – Security for Payments Under this Agreement”)

Depositories and Custodians

        All moneys constituting proceeds of the Bonds or payments under the Agreement will,
subject to the giving of security as hereinafter provided, be deposited with the pertinent
custodian in the name of the Issuer and will constitute trust funds to be applied in accordance
with the terms and for the purposes as set forth in the Resolution and shall not be subject to lien
or attachment by any creditor of the Issuer or the City.

        No moneys belonging to any of the funds create under the Bond Resolution shall be
deposited or remain on deposit with any depository or custodian in an amount in excess of the
amount guaranteed or insured by the Federal Deposit Insurance Corporation or other federal
agency, unless such institution shall have pledged for the benefit of the Issuer and the
Bondholders as collateral security for the moneys deposited, obligations of the type or types in
which the depository or custodian is permitted to directly invest the moneys of the particular
fund as hereinabove provided, and having a market value (exclusive of accrued interest) at least
equal to the amount of such deposits.

       Under the Resolution, Regions Bank is designated as the Project Fund Custodian, the
Costs of Issuance Fund Custodian and the Sinking Fund Custodian. The Issuer, at the direction
of the City, may, from time to time, designate a successor custodian or depository of any of the


                                              C-11
Funds created under the Resolution; provided such custodian or depository complies with all of
the provisions under this heading. In the event any custodian or depository shall resign or fail to
perform its duties hereunder, the Issuer shall appoint a new custodian or depository for such
fund.

        In the event the Sinking Fund Custodian and the Paying Agent are the same bank acting
in both such capacities, then the Sinking Fund Custodian will, without any further direction on
the part of the Sinking Fund Custodian or any further authorization from the Issuer, use, invest
and disburse the moneys in the Sinking Fund as required by the Resolution. If the Sinking Fund
Custodian and the Paying Agent are not the same bank, the Sinking Fund Custodian will, without
further authorization, transfer to the Paying Agent from moneys held in the Sinking Fund in
immediately available funds, moneys in amounts as shall be required to pay the principal of,
redemption premium (if any) and interest on the Series 2010 Bonds as and when the same are
payable.

Payment of Bonds

        The Issuer covenants that it will promptly pay the principal of and interest on each and
every Bond at the place, on the dates and in the manner herein, and in the Bonds specified, and
any premium required for the redemption of the Bonds, according to the true intent and meaning
thereof. The principal, interest, redemption premium (if any) are payable solely out of moneys in
the Sinking Fund, which shall be sufficient to make all payments required to be made as such
payments, may be enlarged and extended to provide for the payment of Additional Parity Bonds
pursuant to the provisions of the Resolution.

Non-Arbitrage Covenant

        The Issuer covenants that it will not use nor knowingly permit the use of any proceeds to
the Series 2010 Bonds or any other funds of the Issuer, directly or indirectly, to acquire any
securities or obligations, and shall not use or permit the use of any amounts received by the
Issuer or the Trustee in any manner, and shall not take or permit to be taken any other action or
actions, that would cause any Series 2010 Bond to be an “arbitrage bond” within the meaning of
Section 148 of the Code or which would otherwise cause interest on the Series 2010 Bonds to
become subject to Federal income tax. The Issuer will at all times do and perform all acts and
things permitted by law and necessary or desirable in order to assure that interest paid by the
Issuer on the Series 2010 Bonds will, for the purposes of Federal income tax, be exempt from all
income taxation under any valid provision of law.

        Without limiting the foregoing, the Issuer hereby covenants and agrees that it will make
all rebate payments and file all reports required to be made or filed with the United States at the
times required in order to comply with Section 148(f) of the Code. This covenant shall survive
the payment in full of the Bonds.

Tax Covenants

        The Issuer covenants and agrees that it will not make or permit any use of the proceeds of
the sale of any Bonds, or any other moneys arising out of the Project or otherwise, or use or
permit the use of any of the facilities being financed or refinanced thereby or any other portion of


                                               C-12
the Project which would cause the Bonds or any portion thereof to be “private activity bonds”
within the meaning of Section 141 of the Code. The Issuer further covenants to take any and all
action which may be required from time to time in order to insure that interest on the Bonds shall
remain excludable from the gross income of the owners of the Bonds for federal income tax
purposes and to refrain from taking any action which would adversely affect such status.

Priority Lien

        Except as permitted in connection with the issuance of Additional Bonds described under
the heading: “THE RESOLUTION – Additional Parity Bonds”, so long as any of the Bonds
shall be outstanding, The Issuer covenants that it will not create, or cause to be created, any debt,
lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity
with the lien on the Series 2010 Bonds upon any revenues which are derived by the Issuer from
the Agreement.

Events of Default

        An “Event of Default” under the Resolution means the occurrence of any one or more of
the following events:

       (a)     failure to pay the principal of any Bond when the same shall become due and
payable, either at maturity, by proceedings for redemption, by acceleration or otherwise; or

      (b)    failure to pay any installment of interest on any Bond when the same shall
become due and payable; or

       (c)    the Issuer shall, for any reason, be rendered incapable of fulfilling its obligations
hereunder; or

       (d)      an “Event of Default” has occurred under the Agreement; or

        (e)    failure by the Issuer or the City in the due and punctual performance of any other
of its agreements contained in the Bonds or the Agreement, or herein, and such failure shall
continue for 30 days after written notice specifying such failure and requiring the same to be
remedied shall have been given to the Issuer and the City by any Bondholder.

Remedies

        Upon the happening and continuance of any Event of Default, then and in every such
case any Bondholder may proceed, subject to the provisions of the Resolution, to protect and
enforce the rights of the Bondholders hereunder by a suit, action or special proceeding in equity
or at law for the specific performance of any covenant or agreement contained herein or in the
Agreement or in aid or execution of any power herein granted, or for the enforcement of any
proper legal or equitable remedy as such Bondholder shall deem most effectual to protect and
enforce the rights aforesaid, insofar as such may be authorized by law.

       In case any proceeding taken by any Bondholder on account of any Event of Default is
discontinued or abandoned for any reason, or is determined adversely to such Bondholder, then


                                               C-13
and in every such case the Issuer and the Bondholders shall be restored to their former positions
and rights hereunder, respectively, and all rights, remedies, power and duties of the Bondholders
shall continue as though no such proceedings had been taken.

        No remedy conferred upon the Bondholders by the Resolution is intended to be exclusive
of any other remedy, or remedies, and each and every such remedy shall be cumulative, and shall
be in addition to every other remedy given thereunder or now or hereafter existing at law or in
equity, or by statute.

       The remedy of acceleration is not permitted.

Limitation of Actions by Bondholders

       No one or more Holders of the Bonds shall have any right in any manner whatever by his
or their action to affect, disturb or prejudice the security granted and provided for in the
Resolution, or to enforce any right thereunder, except in the manner therein provided, and all
proceedings at law or in equity shall be instituted, had and maintained for the equal benefit of all
Holders of such Outstanding Bonds.

Insufficiency of Moneys in Sinking Fund

        If at any time the moneys in the Sinking Fund shall be insufficient to pay the principal of
or the interest on the Bonds as the same become due and payable (either by their terms, pursuant
to call for redemption or by acceleration of maturities under the provisions of the Resolution),
such moneys as are at the time in said fund, together with any moneys thereafter becoming
available for such purpose, whether through the exercise of the remedies in the Resolution
provided for or otherwise, shall be applied as follows:

       (a)    unless the principal of all of the Bonds shall have become or shall have been
declared due and payable, all such moneys shall be applied

        First: to the payment of the persons entitled thereto of all installments of interest then
due and payable, in the order of the maturity of the installment of such interest, and, if the
amount available shall not be sufficient to pay in full any particular installment, then to the
payment ratably, according to the amounts due on such installment, to the persons entitled
thereto, without any discrimination or preference;

        Second: to the payment to the persons entitled thereto of the principal of any of the
Bonds which have become due and payable (other than Bonds theretofore called for redemption
for the payment of which moneys are held pursuant to the provisions of the Resolution), in the
order of their maturity or due dates, with interest upon such Bonds from the respective dates
upon which they matured or became due, and, if the amount available shall not be sufficient to
pay in full Bonds due and payable on any particular date, together with such interest, then to the
payment first of such interest, ratably according to the amount of such interest due and payable
on such date, and then to the payment of such principal, ratably according to the amount of such
principal due and payable on such date, to the persons entitled thereto without any discrimination
or preference; and



                                               C-14
       Third: to the payment of the interest on and the principal of the Bonds in accordance
with the provisions of Article V of the Resolution.

        (b)     If the principal of all the Bonds shall have become due and payable or shall have
been declared due and payable, all such moneys shall be applied to the payment of the principal
and interest then due and payable and unpaid upon the Bonds, with interest thereon, as aforesaid,
without preference or priority of principal over interest or of interest over principal, or of any
installment of interest over any other installment of interest, or of any Bond over any other Bond,
ratably, according to the amounts due respectively for principal and interest, to the persons
entitled thereto without any discrimination or preference.

        (c)     If the principal of all the bonds shall have been declared due and payable and if
such declaration shall thereafter have been rescinded and annulled in accordance with the
provisions of the Resolution, then, subject to the provisions of paragraph (b) above, if the
principal of all the bonds shall later become due and payable or be declared due and payable, the
moneys remaining in and thereafter accruing to the Sinking Fund shall be applied in accordance
with the provisions of paragraph (a) above.

Payment and Defeasance

        If (a) the Issuer shall pay or cause to be paid to the Holders of all Bonds then Outstanding
the principal of and the interest to become due thereon at the times and in the manner stipulated
therein and in the Bond Resolution; (b) all fees, charges and expenses of the Paying Agent,
Authenticating Agent, Bond Registrar, depositories and custodians shall have been paid or
provision for such payment has been made; and (c) the Issuer shall keep, perform and observe all
of its agreements in the Bonds and expressed in the Bond Resolution as to be kept, performed
and observed by it or on its part, then these presents and the rights hereby granted shall cease,
determine and be discharged; provided, however, that no such discharge shall affect the Issuer’s
obligations described under “Non-Arbitrage Covenant” and “Tax Covenants.”

        If Bonds shall be deemed to be paid within the meaning of the Resolution if (a) sufficient
moneys shall have been irrevocably deposited with the Paying Agent to pay the same when they
become due; (b) there shall have been irrevocably deposited with the Paying Agent moneys or
Government Obligations, which, without any reinvestment thereof or of the interest thereon, will
produce moneys sufficient (as evidenced by an opinion or report of an independent certified
public accountant or firm thereof) to pay the same when they become due (whether upon or prior
to the stated maturity or the redemption date of such Bonds); provided, however, that if such
Bonds are to be redeemed prior to their stated maturities, notice of such redemption shall have
been duly given or irrevocable arrangements satisfactory to the Paying Agent shall have been
made for the giving thereof. In the event the Issuer shall have made a deposit of moneys or
Government Obligations, the Issuer shall retain the right to substitute Government Obligations
for those previously pledged provided that such Government Obligations will provide sufficient
moneys in a timely fashion (without any reinvestment as described above) to make the required
payments of principal and interest on such Bonds, and the Issuer shall receive at the time of such
substitution an opinion of a firm of recognized bond attorneys to the effect that such substitution
will not adversely affect the status of interest on the Bonds (or any of the Bonds) as being
excludable from gross income for federal income tax purposes under the Code. The Issuer at its


                                               C-15
option may defease all of the Bonds, any series of the Bonds or any portion of any such series as
it may elect.

Termination of Liability

       If the Issuer shall determine that it is desirable to terminate the rights and liens under the
Resolution of the Holders of any Bonds (pursuant to a refunding or otherwise) and shall cause
the Bonds (or such portion thereof) to be deemed to be paid (as described under “Payment and
Defeasance”), then such Bonds shall thereafter have no right or lien under the Resolution other
than the right to receive payment from said special fund and the same shall not be considered to
be Outstanding for any purpose.

Resolution as Contract

        The provisions of the Resolution shall constitute a contract by and between the Issuer and
the owners of the Bonds, and after the issuance of the Bonds, the Resolution shall not be
repealed, revoked, amended, supplemented or rescinded in any respect which will adversely
affect the rights and interests of the owners of the Bonds, nor shall the Issuer, except as permitted
under the terms of the Resolution, pass any resolution in any way adversely affecting the rights
of such owners, so long as any of the Bonds, or the interest thereon, shall remain unpaid. Any
amendment to the Resolution shall be effected as described below under “Modification,
Alteration, Supplementation or Amendment of the Resolution”.

        The provisions of the Resolution and every sentence hereof shall be construed as
including and as being applicable to any future series of Additional Parity Bonds and any such
Additional Parity Bonds shall be treated for all intents and purposes, unless otherwise
specifically stated, just as if they had been issued together with the Series 2010 Bonds and
pursuant to the terms of the Resolution.

       Any subsequent proceedings authorizing the issuance of Additional Parity Bonds, as
provided in the Resolution, shall in no way conflict with the terms and conditions of the
Resolution but shall, for all purposes, reaffirm all of the applicable covenants, agreements and
provisions of the Resolution for the equal protection and benefit of all Bondholders.

Modification, Alteration, Supplementation or Amendment of Resolution

       (a)     The Issuer may, from time to time, modify, amend, supplement or alter the
Resolution without the consent of, or notice to any of the owners of the Bonds for any one or
more of the following purposes:

               (i)     to cure any ambiguity or formal defect or omission in the Resolution;

              (ii)    to grant to or confer any additional rights, remedies, powers or authorities
       that may be lawfully granted to or conferred upon the owner of the Bonds;

              (iii) to subject to the lien and pledge of the Resolution additional rents,
       revenues, receipts, properties or other collateral;



                                               C-16
              (iv)  to evidence the appointment of successors to any depositories, custodians,
       Paying Agent(s) or Bond Registrar(s);

              (v)     to provide for the issuance of Additional Parity Bonds as more fully
       provided in the Resolution;

              (vi)    to modify, amend or supplement the Resolution or any proceedings
       supplemental hereto in such manner as to permit the qualification of the Resolution under
       the Trust Indenture Act of 1939 or any federal statute hereinafter in effect, and similarly
       to add to the Resolution, or to any proceedings supplemental hereto, such other terms,
       conditions and provisions as may be permitted or required by said Trust Indenture Act of
       1939 or any similar federal statute;

              (vii) to make any modification or amendment of the Resolution required in
       order to make the Bonds eligible for acceptance by The Depository Trust Company or
       any similar holding institution or to permit the issuance of the Bonds or interests therein
       in book-entry form;

               (viii) to modify any of the provisions of the Resolution in any respect provided
       that such modification shall not be effective until after the Bonds outstanding
       immediately prior to the effective date of such supplemental resolution shall cease to be
       outstanding and further provided that any Bonds issued contemporaneously with or after
       the effective date of such supplemental proceedings shall contain a specific reference to
       the modifications contained in such subsequent proceedings; or

              (ix)    to make any other change which, in the opinion of counsel, is not
       materially adverse to the interests of the Bondholders.

        (b)    The Issuer may, from time to time, modify, amend, alter, or supplement the
Resolution, other than as provided above, provided that the Issuer shall give notice to the
registered owners of the Bonds in the manner described below and shall receive the written
consent of the registered owners of a majority in aggregate principal amount of the Bonds then
outstanding; provided, however, that no such supplemental proceedings shall:

             (i)     extend the maturity date or due date of any mandatory sinking fund
       redemption with respect to any outstanding Bond;

             (ii)    reduce or extend the time of payment of the principal of, redemption
       premium or interest on any outstanding Bond;

              (iii)   reduce any premium payable upon the redemption of any Bond or advance
       the date upon which any Bond may first be called for redemption prior to its stated
       maturity date;

              (iv)    give to any Bond or Bonds a preference over any other Bond or Bonds:

             (v)     except as expressly permitted in the Resolution, permit the creation of any
       mortgage, lien or any other encumbrance on the moneys received pursuant to the



                                              C-17
       Contract having a lien equal to prior to the lien created under tile Resolution for the
       Bonds; or

              (vi)    reduce the percentage of Bonds the registered owners of which are
       required to consent to any proceedings amending or supplementing the provisions of the
       Resolution.

        In the event that the Issuer intends to enter into or adopt any modification, alteration or
amendment of the Resolution as described in paragraph (b) above, the Issuer shall mail, by
registered or certified mail, to the registered owners of the Bonds at their addresses as shown on
the registration books maintained by the Bond Registrar, a notice of such intention along with a
description of such amendment or modification not less than 30 days prior to the proposed
effective date of such amendment or modification. The consents of the registered owners of the
Bonds need not approve the particular form of wording of the proposed amendment,
modification or supplement, but it shall be sufficient if such consents approve the substance
thereof. Failure of the owner of any Bond to receive the notice required herein shall not affect
the validity of any proceedings supplemental to the Resolution if the required number of owners
of the Bonds shall provide their written consent to such amendment or modification.

Modification, Alteration, Supplementation or Amendment of the Agreement

        The Issuer and the City, without the consent of or notice to the Owners, may amend the
Agreement for the purpose of (i) making any change required by the Resolution, (ii) substituting
or adding additional property, (iii) curing ambiguities, defects or inconsistent provisions,
(iv) making any change required in connection with the issuance of Additional Parity Bonds, or
(v) providing for any other amendment which does not adversely affect the obligations of the
City to make payments with respect to the Series 2010 Bonds as provided in the Agreement.

      Except as provided in the paragraph above, neither the Issuer nor the City may amend the
Agreement, without the written consent of the Owners of a majority in aggregate principal
amount of the Bonds at the time outstanding given and procured as in this Section provided;
provided that without the written consent of the Owners of all the Bonds then outstanding, no
such amendments shall ever affect the obligations of the City to pay amounts due under the
provisions of the Agreement. If at any time the Issuer and the City shall propose any such
amendment to the Agreement, the Issuer shall cause notice of such proposed amendment to be
given in the same manner as provided under the heading “Modification, Alteration,
Supplementation, or Amendment of the Resolution” with respect to supplemental ordinances.
Such notice will briefly set forth the nature of such proposed amendment and shall state that
copies of the instrument embodying the same are on file at the principal office of the Issuer for
inspection by all Owners. The Issuer will not, however, be subject to any liability to any
Bondholder by reason of its failure to provide such notice, and any such failure shall not affect
the validity of such amendment when consented to and approved as provided in this Section.

                                         THE AGREEMENT

       The following is a summary of certain provisions of the Agreement:

Terms of the Agreement


                                              C-18
        The Agreement is by and between the City and the Issuer. The Agreement becomes
effective upon the date of issuance and delivery of the Bonds and shall continue in effect until
the principal and the interest on the Bonds shall have been paid in full pursuant to the provisions
of the Resolution. In no event shall the term of the Contract extend for more than fifty (50)
years. Pursuant to the Agreement, the Issuer will sell to the City, and the City will purchase
from the Issuer, the Premises and Facilities at the purchase price set forth in the Agreement.

Completion of Acquisition, Construction, and Installation of Project

       Promptly after acquiring, constructing, and installing each component of the Premises
and Facilities, the Issuer will deliver to the City documents conveying to the City good and
marketable title (of the same quality as received by the Issuer) to each such component of the
Premises and Facilities.

Security for Payments under the Agreement

       As security for the payments required to be made and the obligations required to be
performed by the City under the Agreement, the City pledges to the Issuer its full faith and credit
and taxing power for such payment and performance.

        The City covenants that, in order to make any payments of Purchase Price when due from
its general funds to the extent required hereunder, it will exercise its power of taxation to the
extent necessary to pay the amounts required to be paid hereunder and will make available and
use for such payments all taxes levied and collected for that purpose together with funds received
from any other sources. The City further covenants and agrees that in order to make funds
available for such purpose in each Fiscal Year, it will, in its general revenue, appropriation, and
budgetary measures through which its tax funds or revenues and the allocation thereof are
controlled or provided for, include sums sufficient to satisfy any such payments of Purchase
Price that may be required to be made hereunder, whether or not any other sums are included in
such measure, until all payments so required to be made hereunder shall have been made in full.

        The obligation of the City to make any payments of the Purchase Price that may be
required to be made from its general funds shall constitute a general obligation of the City and a
pledge of the full faith and credit of the City to provide the funds required to fulfill any such
obligation. In the event for any reason any such provision or appropriation is not made as
provided under this heading, then the fiscal officers of the City are authorized and directed to set
up as an appropriation on their accounts in the appropriate Fiscal Year the amounts required to
pay the obligations that may be due from the general funds of the City. The amount of such
appropriation shall be due and payable and shall be expended for the purpose of paying any such
obligations, and such appropriation shall have the same legal status as if the City had included
the amount of the appropriation in its general revenue, appropriation, and budgetary measures,
and the fiscal officers of the City shall make such payments of Purchase Price to the Issuer if for
any reason the payment of such obligations shall not otherwise have been made.

        The City covenants and agrees that, during the term of the Agreement (including any
amendments or supplements), it shall, to the extent necessary, levy an annual ad valorem tax on
all taxable property located within the territorial limits of the City, as now existent and as the



                                               C-19
same may hereafter be extended, at such rate or rates, within the 10.00 mill limitation currently
prescribed by the City’s Charter or within such greater millage limit as may be hereafter
prescribed by applicable Law, as may be necessary to produce in each year revenues that will be
sufficient to fulfill the City’s obligations under the Agreement, from which revenues the City
agrees to appropriate sums sufficient to pay in full when due all of the City’s obligations under
the Agreement. Under the Agreement, the City creates and grants a lien in favor of the Issuer on
any and all revenues realized by the City from such tax, to make the payments that are required
under the Agreement, which lien is superior to any that can hereafter be created, except that this
lien may be extended to cover any Additional Contracts, as permitted under the Agreement.
Nothing herein contained, however, shall be construed as limiting the right of the City to make
the payments called for by the Agreement out of any funds lawfully available to it for such
purpose.

Additional Contracts

       So long as the Bonds are Outstanding (as defined in the Resolution), the City shall not:

              (a)     enter into an Additional Contract that creates a lien on the revenues to be
       derived from the tax to be levied hereunder by the City to fulfill its obligations hereunder,
       which is superior to the lien created hereunder,

              (b)     enter into any other contract or agreement creating a lien on such tax
       revenues for any purpose other than debt service payments (including creation and
       maintenance of reasonable reserves therefor) superior to or on a parity with the lien
       created thereon to fulfill the obligations of the City hereunder, and

               (c)      enter into any Additional Contract that provides for payment to be made
       by the City from moneys derived from the levy of a tax within the maximum millage now
       or hereafter authorized by law if each annual payment of all amounts payable with
       respect to debt service or which are otherwise fixed in amount or currently budgeted in
       amount under all Contracts then in existence, together with each annual payment to be
       made under the proposed Additional Contract, in each future Fiscal Year, would exceed
       the amount then capable of being produced by a levy of a tax within the maximum
       millage now or hereafter authorized by law on the taxable value of property located
       within the corporate limits of the City subject to taxation for such purposes, as shown by
       the latest tax digest available immediately preceding the execution of any such Additional
       Contract.

        In addition, so long as the Bonds are Outstanding, the City shall not enter into any
Additional Contract for the purpose of debt service payments (including creation and
maintenance of reserves therefor), unless the amount then capable of being produced by the levy
of an ad valorem tax within the maximum millage then prescribed by the City’s Charter or any
successor provision on all taxable property within the corporate limits of the City, as shown by
the latest tax digest available immediately preceding the execution of such Additional Contract,
is equal to at least one and fifteen hundredths (1.15) times the maximum combined amount
payable in any future Fiscal Year with respect to debt service under all existing Contracts and
any such Additional Contract. The City will furnish the Issuer, not less than five (5) nor more


                                               C-20
than sixty (60) days prior to the date of execution and delivery of any such Additional Contract, a
report of an independent certified public accountant to the effect that, based upon an affidavit of
the Tax Commissioner of Cherokee County as to the taxable value of property located within the
corporate limits of the City, the requirements of this paragraph (e) have been met.

        Pledge of Payments under the Agreement

        The City hereby assents to the assignment and pledge of the City’s payment obligation
under the heading “Security for Payments Under the Bonds” and such pledge to make all
payments under the Agreement shall be absolute and shall not be subject to any defense (except
payment) or to any right of setoff, counterclaim, or recoupment arising out of any breach by the
Issuer of any obligation to the City, whether hereunder or otherwise, or arising out of any
indebtedness or liability at any time owing to the City by the Issuer. The City further agrees that
all payments required to be made under the Agreement, except for those arising out of
Unassigned Rights, shall be paid directly to the Sinking Fund Custodian for the account of the
Issuer for deposit in the Sinking Fund.




                                              C-21
75883.000008 EMF_US 28811212v3
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                                               APPENDIX D

                                     FORM OF LEGAL OPINION

    The form of Legal Opinion included as this Appendix D has been prepared by Hunton & Williams LLP,
Atlanta, Georgia, Bond Counsel, and is substantially the form to be given in connection with the delivery of the
Series 2010 Bonds.
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                                                                    HUNTON & WILLIAMS LLP
                                                                    BANK OF AMERICA PLAZA
                                                                    SUITE 4100
                                                                    600 PEACHTREE STREET, N.E.
                                                                    ATLANTA, GEORGIA 30308-2216

                                                                    TEL     404 • 888 • 4000
                                                                    FAX     404 • 888 • 4190




                                       September 30, 2010



Woodstock Urban Redevelopment Agency
Woodstock, Georgia

City of Woodstock, Georgia
Woodstock, Georgia

                     $20,280,000 Woodstock Urban Redevelopment Agency
                     Revenue Bonds (Water and Sewer System), Series 2010

Ladies and Gentlemen:

        We have examined applicable law, including, without limitation, the Urban
Redevelopment Law of the State of Georgia (O.C.G.A. §36-61-1, et seq.), as amended (the
“Urban Redevelopment Law”) and an ordinance of the Mayor and Council of the City of
Woodstock, Georgia adopted September 28, 2009 providing for the activation of the Woodstock
Urban Redevelopment Agency (the “Issuer”) and certified copies of documents and proceedings
relating to the organization of the Issuer and the issuance and sale by the Issuer of its
$20,280,000 Revenue Bonds (Water and Sewer System), Series 2010 (the “Bonds”), including,
without limitation a certified copy of the validation proceeding in the Superior Court of
Cherokee County, Georgia. Reference is made to the form of the Bonds for information
concerning their details, including payment and redemption provisions, their purpose and the
proceedings pursuant to which they are issued. Capitalized terms used but not defined herein are
defined in the Bond Resolution, as defined herein.

        The Bonds are issued pursuant to a bond resolution adopted by the Issuer on September
13, 2010 and a supplemental resolution adopted by the Issuer on September 23, 2010 (together
“Bond Resolution”), which assigns for the benefit of the holders of the Bonds and any additional
bonds issued pursuant to the Bond Resolution: (a) all right, title and interest of the Issuer in and
to the Intergovernmental Agreement of Sale, dated as of September 1, 2010 (the “Agreement”),
by and between the Issuer and the City of Woodstock, Georgia (the “City”), pursuant to which
the City will purchase the tangible components of the Project (as defined herein) from the Issuer
and will pay to the Issuer specified installments sufficient to enable the Issuer to pay the
principal of and interest on the Bonds; (b) all moneys held by the Sinking Fund Custodian in the
Woodstock Urban Redevelopment Agency
City of Woodstock, Georgia
September 30, 2010
Page 2




Sinking Fund created under the Bond Resolution and (c) any and all other property of every kind
and nature from time to time which hereafter by delivery or by writing of any kind conveyed,
mortgaged, pledged, assigned or transferred, as and for additional security under the Bond
Resolution by the Issuer or by any other person, firm or corporation with the consent of the
Issuer.

        Pursuant to the terms of the Agreement, the City has agreed to assess, levy and collect an
ad valorem tax on all taxable property within the territorial limits of the City at such rate or rates,
within the 10.00 mill limitation prescribed by the City’s Charter or within such greater millage
limitation as may later be provided by applicable law, as may be necessary to produce in each
year revenues which are sufficient to fulfill the City’s obligations under the Agreement. The
Agreement provides that the City’s obligation to make payments under the Agreement shall
constitute a general obligation of the City for which its full faith and credit are pledged and that it
will exercise its powers of taxation to the extent permitted by its Charter as necessary to make
payments required by the Agreement.

        The Bonds are being issued for the benefit of the City in order to provide funds for the
financing or refinancing of the cost of acquiring and upgrading the City’s water and sewer
system (the “System”), to be sold by the Issuer to the City through (i) refinancing certain
obligations of the City related to the System, including its: (a) outstanding City of Woodstock
Water and Sewerage Revenue Refunding Bonds, Series 1998 (the “Series 1998 Bonds”) and (b)
outstanding City of Woodstock Water and Sewerage Refunding and Improvement Bonds, Series
2003 (the “Series 2003 Bonds”), (ii) acquisition of the 2.2 million gallon per day Rubes Creek
Water Reclamation Facility (the “Treatment Facility”) by the Issuer, (iii) installation of certain
improvements to the Treatment Facility including sanitary sewer grit chambers and the
replacement and upgrade of the sanitary sewer screening system, and (iv) conveyance of the
Treatment Facility to the City pursuant to the Agreement (the “Project”), and to finance the costs
of issuing the Series 2010 Bonds.

        A portion of the proceeds of the Bonds will be used to (i) refund the Series 1998 Bonds
and (ii) fund an “Escrow Fund” established under an Escrow Deposit Agreement dated as of
September 1, 2010 (the “Escrow Deposit Agreement”) among the Issuer, the City and U.S. Bank
National Association, as escrow agent with respect to the Series 2003 Bonds which will provide
sufficient amounts to (a) pay the principal of and interest on the Series 2003 Bonds through and
including July 1, 2013 and (b) pay the principal of and redemption price relating to the Series
Woodstock Urban Redevelopment Agency
City of Woodstock, Georgia
September 30, 2010
Page 3




2003 Bonds maturing on July 1, 2014 and thereafter on July 1, 2013.

        Reference is made to the opinion of the City Attorney and counsel for the Issuer, each
dated today and addressed to you and to us, as to certain matters concerning the Issuer and the
City, including the due authorization, execution and delivery of the Bond Resolution and the
Agreement and related documents by the Issuer and the City and the enforceability of such
documents against the City and the Issuer.

         Assured Guaranty Municipal Corp. (the “Insurer”) has issued its financial guaranty
insurance policy (the “Policy”) with respect to the Bonds. Reference is made to the Policy for a
full statement of its terms and conditions and to the opinion of the Insurer’s General Counsel as
to the due authorization, execution and delivery of the Policy and the enforceability thereof, upon
which you are relying as to matters therein. No opinion as to such matters is expressed herein.

        Without undertaking to verify the same by independent investigation, we have relied on
(a) computations provided by Causey Demgen Moore Inc., Certified Public Accountants, the
mathematical accuracy of which was verified by them relating to the yield on investments in the
Escrow Fund and (b) on certifications by representatives of the Issuer and the City as to certain
facts relevant to both our opinion and requirements of the Internal Revenue Code of 1986, as
amended (the “Code”).

       The Issuer and the City have covenanted to comply with the provisions of the Code
regarding, among other matters, the use, expenditure and investment of the proceeds of the
Bonds and the timely payment to the United States of any arbitrage rebate amounts with respect
to the Bonds, all as set forth in the proceedings and documents relating to the issuance of the
Bonds (the “Covenants”).

        Based on the foregoing, and assuming due authorization, execution and delivery by the
parties to the agreements other than the Issuer and the City, we are of the opinion that:

       (1)     The Issuer is validly organized and existing under Georgia law with full power
and authority under the Urban Redevelopment Law to execute and deliver the Bond Resolution
and the Agreement and to issue and sell the Bonds.

      (2)   The Bonds have been duly authorized and issued in accordance with the Urban
Redevelopment Law and constitute valid and binding limited obligations of the Issuer payable as
Woodstock Urban Redevelopment Agency
City of Woodstock, Georgia
September 30, 2010
Page 4




to both principal and interest solely from payments made by the City under the Agreement and
other funds pledged under the Bond Resolution. The Bonds, the premium, if any, and interest
thereon do not constitute a pledge of the faith and credit of the State of Georgia or any political
subdivision thereof, including, without limitation, the City.

        (3)     The Bond Resolution has been duly adopted, is in full force and effect, and is the
valid and enforceable against the Issuer in accordance with their terms. The issuance of the
Bonds is permitted under the terms of the Bond Resolution and has been duly authorized. The
Bond Resolution creates a valid and enforceable lien on the right, title and interest of the Issuer
in and to the Agreement (except for the right of the Issuer to indemnification and payment of
expenses and receipt of certain notices) and the funds pledged by the Bond Resolution to secure
the Bonds, on a parity with any Additional Parity Bonds (as defined in the Bond Resolution)
issued or to be issued by the Issuer under the Bond Resolution.

        (4)    The Escrow Deposit Agreement has been duly authorized, executed and delivered
by the Issuer and constitutes a valid and binding obligation of the Issuer enforceable against the
Issuer in accordance with its terms

        (5)     The Agreement has been duly authorized, executed and delivered by the Issuer
and the City and constitutes a valid and binding obligation of the Issuer and the City enforceable
against the Issuer and the City in accordance with its terms.

        (6)     The rights of the holders of the Bonds and the enforceability of such rights,
including enforcement of the obligations of the Issuer under the Bond Resolution and the
Agreement and of the City under the Agreement may be limited or otherwise affected by
(a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws
affecting the rights of creditors generally and (b) principles of equity, whether considered at law
or in equity.

       (7)     Under current law, interest, including accrued original issue discount (“OID”), on
the Bonds (a) is not included in gross income for Federal income tax purposes and (b) is not an
item of tax preference for purposes of the Federal alternative minimum income tax imposed on
individuals and corporations; however, with respect to corporations (as defined for Federal
income tax purposes) subject to the alternative minimum income tax, such interest is taken into
account in determining adjusted current earnings for purposes of computing such tax. The
Woodstock Urban Redevelopment Agency
City of Woodstock, Georgia
September 30, 2010
Page 5




Bonds maturing on February 1 in the years 2021, 2022, 2024 and 2028, and the Bonds maturing
in 2023 with a 3.00% coupon, 2025 with a 3.25% coupon and 2026 with a 3.25% coupon (the
“OID Bonds”), the difference between (i) the stated principal amount of the OID Bonds and (ii)
the initial offering price to the public (excluding bond houses and brokers) at which a substantial
amounts of the OID Bonds is sold will constitute OID; OID will accrue for Federal income tax
purposes on a constant-yield-to-maturity method based on regular compounding; and a holder’s
basis in such a Bond will be increased by the amount of OID treated for Federal income tax
purposes as having accrued on the OID Bond while the holder holds the OID Bond. The opinion
in the preceding sentence is subject to the condition that there is compliance subsequent to the
issuance of the Bonds with all requirements of the Code that must be satisfied in order that
interest thereon not be included in gross income for Federal income tax purposes. Failure by the
Issuer or City to comply with the Covenants among other things, could cause interest, including
OID, on the Bonds to be included in gross income for Federal income tax purposes retroactively
to its date of issue. Under current law, the Bonds are qualified tax-exempt obligations within the
meaning of Section 265(b)(3) of the Code. We express no opinion regarding other Federal tax
consequences of the ownership of or receipt or accrual of interest on the Bonds.

        (8)    Under current law, interest on the Bonds is exempt from income taxation by the
State of Georgia.

        Our services as bond counsel have been limited to delivering the foregoing opinion based
on our review of such proceedings and documents as we deem necessary to approve the validity
of the Bonds and the tax-exempt status of the interest thereon and the status of the Bonds as
qualified tax-exempt obligations. We express no opinion herein as to the financial resources of
the Issuer, the City or the Insurer, the Issuer’s, City’s or Insurer’s ability to provide for the
payments required on the Bonds, the City’s ability to provide for payments under the Agreement
or the accuracy or completeness of any information, including the Issuer’s Preliminary Official
Statement dated September 17, 2010 and its Official Statement dated September 23, 2010, that
may have been relied upon by anyone in making the decision to purchase Bonds.

                                             Very truly yours,
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                                                 APPENDIX E

                               SPECIMEN BOND INSURANCE POLICY

    The specimen Bond Insurance Policy included as this Appendix E has been furnished by Assured Guaranty Municipal
Corp., and is the form to be issued in connection with the delivery of the Series 2010 Bonds.

								
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