$12,405,000 DEVELOPMENT AUTHORITY OF BIBB COUNTY (Macon State College Student Housing Project)

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1 NEW ISSUE BOOK ENTRY ONLY RATING (INSURED) S&P: AA+ RATING (UNDERLYING) S&P: A+ See RATINGS herein In the opinion of Bond Counsel, under existing law, (i) interest on the Series 2011A Bonds will be excludible from gross income of the holders thereof for purposes of federal income taxation, (ii) interest on the Series 2011A Bonds will not be a specific item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations, and (iii) interest on the Series 2011 Bonds will be exempt from present income taxes under the laws of the State of Georgia, all subject to the qualifications described herein under the heading TAX MATTERS. $12,405,000 DEVELOPMENT AUTHORITY OF BIBB COUNTY (Macon State College Student Housing Project) $12,335,000 Revenue Bonds Series 2011A $70,000 Taxable Revenue Bonds Series 2011B Maturities, Interest Rates, Yields and CUSIPs are Shown on the Inside of the Front Cover The Development Authority of Bibb County (the Issuer ) is issuing $12,335,000 in aggregate principal amount of its Revenue Bonds (Macon State College Student Housing Project), Series 2011A (the Series 2011A Bonds ) and $70,000 in aggregate principal amount of its Taxable Revenue Bonds (Macon State College Student Housing Project), Series 2011B (the Series 2011B Bonds, and collectively with the Series 2011A Bonds, the Series 2011 Bonds ). The proceeds of the sale of the Series 2011 Bonds will be loaned to Macon State College Foundation Real Estate, LLC, a Georgia limited liability company (the Company ), the sole member of which is Macon State College Foundation, Inc., a Georgia nonprofit corporation and an exempt organization described in Section 501(c)(3) of the Internal Revenue Code (the Foundation ), pursuant to the terms and provisions of a Loan Agreement, dated as of April 1, 2011 (the Loan Agreement ), between the Issuer and the Company. The Company s obligations under the Loan Agreement will be evidenced by a Promissory Note, dated the date of delivery of the Series 2011 Bonds (the Series 2011 Note ), from the Company in favor of the Issuer. Proceeds of the Series 2011 Bonds will be used by the Company to (a) finance the cost of the acquisition of an existing student housing facility consisting of seven (7) buildings containing approximately 84 units and 336 beds (the Student Housing Facility ) located on approximately 10 acres of land (the Student Housing Site ) and (b) refinance the acquisition of approximately 240 acres of unimproved real property (the Land, and collectively with the Student Housing Facility and the Student Housing Site, the Project ), all located adjacent to the main campus of Macon State College (the College ), a unit of the University System of Georgia (the University System ); (ii) establish a debt service reserve fund for the Series 2011 Bonds; (iii) fund interest for the Series 2011 Bonds, and (iv) pay costs of issuance of the Series 2011 Bonds, including the premium for the Policy (hereinafter defined). See ESTIMATED SOURCES AND USES herein. The Student Housing Facility and the Student Housing Site will be donated by the Company to the Board of Regents of the University System of Georgia (the Board of Regents ). The Student Housing Facility and approximately 1.68 acres of the Student Housing Site (collectively, the Student Housing Project ) will be leased by the Board of Regents to the Company pursuant to a Ground Lease, dated on or about the date of issuance of the Series 2011 Bonds, between the Board of Regents (as lessor) and the Company (as lessee) (the Ground Lease ). The Company will then lease the Student Housing Project to the Board of Regents on an annually-renewable basis for use by the College pursuant a Rental Agreement, dated on or about the date of issuance of the Series 2011 Bonds, between the Board of Regents and the Company (the Rental Agreement ). The Board of Regents will make periodic fixed rental payments for the use and occupancy of the Student Housing Project, in amounts that the Company estimates will be sufficient to pay, when combined with expected interest earnings and other available funds under the Trust Estate (hereinafter defined), among other things, debt service on the Series 2011 Bonds. See SECURITY FOR THE SERIES 2011 BONDS herein. The Series 2011 Bonds are being issued pursuant to a Trust Indenture, dated as of April 1, 2011 (the Indenture ), between the Issuer and U.S. Bank National Association, as trustee (the Trustee ). Interest on the Series 2011 Bonds will be payable on January 1 and July 1 of each year, commencing July 1, The Series 2011 Bonds are to be issued in the form of fully registered bonds in the denomination of $5,000 or any integral multiple thereof. The Series 2011 Bonds, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( DTC ). Purchases will be made in book-entry only form and no physical delivery of the Series 2011 Bonds will be made to Beneficial Owners (hereinafter defined). Payment of principal of and premium, if any, on the Series 2011 Bonds will be made by the Trustee to Cede & Co., as nominee of DTC, and will subsequently be disbursed to DTC Participants (as herein defined) and thereafter to Beneficial Owners. See DESCRIPTION OF THE SERIES 2011 BONDS herein. The Series 2011 Bonds are payable solely from the Trust Estate, as defined in the Indenture. As set forth therein, the Trust Estate includes all right, title and interest of the Issuer in and to (i) the Loan Agreement (except for certain rights to payment reserved by the Issuer), the Series 2011 Note and a Leasehold Deed to Secure Debt, Assignment of Rents and Leases, and Security Agreement dated as of April 1, 2011 (the Security Deed ) from the Company in favor of the Issuer, and (ii) all cash proceeds and receipts arising out of or in connection with the sale of the Series 2011 Bonds and all moneys and investments held by the Trustee in the funds and accounts created under the Indenture (except the Rebate Fund, as defined in the Indenture). Pursuant to the Security Deed, the Company will convey to the Issuer security title in and to the Company s leasehold interest in the Student Housing Project and assign and pledge to the Issuer the Company s interest in the leases, rents, issues, profits, revenues, income, receipts, moneys, royalties, rights and benefits of and from the Student Housing Project, including the Rental Agreement with the Board of Regents described herein. See SECURITY FOR THE SERIES 2011 BONDS herein. The Series 2011 Bonds are subject to optional, mandatory and extraordinary redemption prior to maturity under certain circumstances described herein and as set forth in the Indenture. See DESCRIPTION OF THE SERIES 2011 BONDS herein. The scheduled payment of principal of and interest on the Series 2011 Bonds when due will be guaranteed under an insurance policy (the Policy ) to be issued concurrently with the delivery of the Series 2011 Bonds by Assured Guaranty Municipal Corp. ( AGM or the Bond Insurer ). For a description of the Policy and AGM, see BOND INSURANCE herein. For a form of the Policy, see Appendix G hereto. THE SERIES 2011 BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER. THE SERIES 2011 BONDS AND INTEREST THEREON DO NOT CONSTITUTE AN INDEBTEDNESS, A LIABILITY, A GENERAL OBLIGATION OR A PLEDGE OF THE FULL FAITH OR LOAN OF CREDIT OF THE ISSUER, THE CITY OF MACON, GEORGIA (THE CITY ), BIBB COUNTY, GEORGIA (THE COUNTY ), THE STATE OF GEORGIA (THE STATE ) OR ANY POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS. NEITHER THE ISSUER, THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE SERIES 2011 BONDS OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES AND ASSETS PLEDGED WITH RESPECT THERETO. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2011 BONDS OR OTHER COSTS INCIDENT THEREOF. THE ISSUER HAS NO TAXING POWER. The Series 2011 Bonds are offered when, as, and if issued by the Issuer and accepted by the Underwriter, subject to prior sale and to withdrawal or modification of the offer without notice and the approval of legality by Peck, Shaffer & Williams LLP, Atlanta, Georgia, Bond Counsel. Certain legal matters will be passed on for the Issuer by its counsel, Sell & Melton LLP, Macon, Georgia; for the Company and the Foundation by their counsel, Smith, Hawkins, Hollingsworth & Reeves, Macon, Georgia, and Strickland Brockington Lewis LLP, Atlanta, Georgia; and for the Underwriter by its counsel, Seyfarth Shaw LLP, Atlanta, Georgia. Delivery of the Series 2011 Bonds to DTC is expected on or about April 28, Dated: April 6, 2011

2 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS SERIES 2011A BONDS Serial Bonds Maturity (July 1) Principal Amount Interest Rate Yield CUSIP 2012 $110, % 1.320% 08869FDM $185, % 1.780% 08869FDN $205, % 2.150% 08869FDP $225, % 2.670% 08869FDQ $235, % 3.050% 08869FDR $255, % 3.390% 08869FDS $275, % 3.720% 08869FDT $285, % 4.040% 08869FDU $295, % 4.290% 08869FDV $305, % 4.460% 08869FDW $320, % 4.620% 08869FDX $335, % 4.760% 08869FDY2 $1,100, % Term Bond due July 1, 2026, Priced to Yield 5.125% CUSIP 08869FDZ9 $2,255, % Term Bond due July 1, 2031, Priced to Yield 5.500% CUSIP 08869FEA3 $2,940, % Term Bond due July 1, 2036, Priced to Yield 5.750% CUSIP 08869FEB1 $3,010, % Term Bond due July 1, 2040, Priced to Yield 5.875% CUSIP 08869FEC9 MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS AND CUSIPS SERIES 2011B BONDS Maturity (July 1) Principal Amount Interest Rate Yield CUSIP 2012 $70, % 2.250% 08869FED7

3 No dealer, broker, salesman or other person has been authorized to give any information or to make any representations, other than those contained in this Official Statement in connection with the offering contained herein, and if given or made, such other information or representations must not be relied upon. 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 2011 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information contained in this Official Statement has been obtained from sources believed to be reliable, but the accuracy or completeness of such information is not guaranteed by, and should not be construed as a representation of, the Underwriter. THE UNDERWRITER HAS PROVIDED THE FOLLOWING SENTENCE FOR INCLUSION IN THIS OFFICIAL STATEMENT. THE UNDERWRITER HAS REVIEWED THE INFORMATION IN THIS OFFICIAL STATEMENT IN ACCORDANCE WITH, AND AS A PART OF, THEIR RESPONSIBILITIES UNDER THE FEDERAL SECURITIES LAWS AS APPLIED TO THE FACTS AND CIRCUMSTANCES OF THIS TRANSACTION, BUT THE UNDERWRITER DOES NOT GUARANTY THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. Expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company, the College or the Issuer or the matters described herein since the date hereof or the earliest dates set forth herein as of which certain information contained herein is given. The Series 2011 Bonds have not been registered under the Securities Act of 1933, as amended, and the Indenture has not been qualified under the Trust Indenture Act of 1939, as amended, in reliance on exemptions contained in such Acts. Assured Guaranty Municipal Corp. ( AGM ) makes no representation regarding the Series 2011 Bonds or the advisability of investing in the Series 2011 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 and in Appendix G Specimen Municipal Bond Insurance Policy hereto. The delivery of this Official Statement at any time does not imply that any information herein is correct as of any time subsequent to its date. Any statements in this Official Statement involving estimates, assumptions and matters of opinion, whether or not so expressly stated, are intended as such and not representations of fact. NO REGISTRATION STATEMENT RELATING TO THE SERIES 2011 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ( SEC ) OR ANY STATE SECURITIES AGENCY. THE SERIES 2011 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES AGENCY, NOR HAS THE SEC OR ANY STATE SECURITIES AGENCY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. When used in this Official Statement and in any continuing disclosure in any press release and any oral statement made with the approval of an authorized officer of the Company, the words or phrases will likely result, are expected to, will continue, is anticipated, estimate, project, forecast, expect, intend and similar expressions identify forward looking statements. Such statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such risks, uncertainties and other factors. Inevitably, some assumptions used to develop the forecasts will not be

4 realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. THE SERIES 2011 BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER. THE SERIES 2011 BONDS AND INTEREST THEREON DO NOT CONSTITUTE AN INDEBTEDNESS, A LIABILITY, A GENERAL OBLIGATION OR A PLEDGE OF THE FULL FAITH OR LOAN OF CREDIT OF THE ISSUER, THE CITY, THE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS. NEITHER THE ISSUER, THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE SERIES 2011 BONDS OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES AND ASSETS PLEDGED WITH RESPECT THERETO. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2011 BONDS OR OTHER COSTS INCIDENT THEREOF. THE ISSUER HAS NO TAXING POWER. In making an investment decision, investors must rely on their own examination of Assured Guaranty Municipal Corp., the Issuer, the Board of Regents, the College, the Company, the Foundation and the State, and the terms of the offering, including the merits and risks involved. The Series 2011 Bonds have not been recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Official Statement. Any representation to the contrary is a criminal offense. Neither the delivery of this Official Statement nor the sale of any of the Series 2011 Bonds implies that the information herein is correct as of any time subsequent to the date hereof. IN CONNECTION WITH THE OFFERING, THE UNDERWRITER MAY OVER-ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2011 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

5 TABLE OF CONTENTS Page INTRODUCTION... 1 General... 1 The Issuer... 1 The Series 2011 Bonds... 1 Purpose of the Series 2011 Bonds... 2 The Company and the Foundation... 2 The College... 2 Ground Lease... 2 Rental Agreement... 3 The Land... 3 Continuing Disclosure Agreement... 3 THE ISSUER... 3 DESCRIPTION OF THE SERIES 2011 BONDS... 4 Limited Obligations... 4 General... 5 Dates, Denominations and Payment Information... 5 Registration of Transfer and Exchange... 6 Book-Entry-Only System of Registration... 6 Redemption Provisions... 8 Debt Service SECURITY FOR THE SERIES 2011 BONDS Trust Estate The Loan Agreement and the Series 2011 Note The Security Deed The Ground Lease The Rental Agreement Sources of Funds to Make Rental Payments Agreement to Deposit Revenues with Trustee Debt Service Reserve Fund BOND INSURANCE Bond Insurance Policy Assured Guaranty Municipal Corp ESTIMATED SOURCES AND USES OF FUNDS THE PROJECT The Student Housing Project The Land THE COMPANY AND THE FOUNDATION The Company The Foundation i-

6 THE COLLEGE Introduction Administration Accreditation Enrollment Tuition, Fees and Charges Facilities State Financial Aid Financial Information Budgetary Process and Budget THE BOARD OF REGENTS AND THE STATE OF GEORGIA General University System Funding the University System Analysis of State General Fund Receipts Summary of Appropriation Allotments to Board of Regents The State of Georgia HOPE Scholarship INVESTMENT CONSIDERATIONS Recent Developments Concerning Municipal Bond Insurers Limitations on Board of Regents Obligations Under Rental Agreement; Risk of Non- Renewal Reimbursement Obligations of Company Condemnation/Casualty Risk No Operating History Limited Assets of the Company Enforceability of Remedies Limited Obligations Clean-up Costs and Liens Under Environmental Statutes Ad Valorem Property Taxes Limited Protection Against Loss of Tax Exemption Bond Audits Land Not Pledged as Collateral Liquidation of Security May Not Be Sufficient in the Event of a Default Normal Risks Attending Any Investment in Real Estate State Budgetary Constraints LITIGATION The Issuer The Company APPROVAL OF LEGAL PROCEEDINGS VALIDATION CONTINUING DISCLOSURE TAX MATTERS General ii-

7 Original Issue Discount Premium UNDERWRITER RATINGS CERTAIN CLOSING CERTIFICATES MISCELLANEOUS CERTIFICATION Appendix A Appendix B Definitions of Certain Terms and Summaries of Principal Documents Financial Statements of the College for the Fiscal Year Ended June 30, 2010 A-1 B-1 Appendix C Form of Bond Counsel Opinion C-1 Appendix D Form of Continuing Disclosure Agreement D-1 Appendix E Form of Rental Agreement E-1 Appendix F Form of Ground Lease F-1 Appendix G Specimen Municipal Bond Insurance Policy G-1 -iii-

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9 OFFICIAL STATEMENT DEVELOPMENT AUTHORITY OF BIBB COUNTY (MACON STATE COLLEGE STUDENT HOUSING PROJECT) $12,335,000 Revenue Bonds Series 2011A $70,000 Taxable Revenue Bonds Series 2011B INTRODUCTION General This Official Statement, including the cover page and the Appendices hereto, is provided to furnish certain information in connection with the issuance by the Development Authority of Bibb County, a public body corporate and politic and instrumentality of the State of Georgia (the Issuer ), of $12,335,000 in aggregate principal amount of its Revenue Bonds (Macon State College Student Housing Project), Series 2011A (the Series 2011A Bonds ) and $70,000 in aggregate principal amount of its Taxable Revenue Bonds (Macon State College Student Housing Project), Series 2011B (the Series 2011B Bonds, and collectively with the Series 2011A Bonds, the Series 2011 Bonds ). Capitalized terms used in this Official Statement and not otherwise defined herein are defined in Appendix A Definitions of Certain Terms and Summaries of Certain Documents hereto. 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, and the documents summarized or described herein. Investors should carefully review the entire Official Statement. The offering of the Series 2011 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 otherwise to use it without the entire Official Statement, including the Appendices hereto. The Issuer The Issuer is a public body corporate and politic of the State of Georgia (the State ) duly created and validly existing pursuant to the Development Authorities Law of the State of Georgia, Official Code of Georgia Annotated et seq., as amended (the Act ). The Series 2011 Bonds The Series 2011 Bonds will be issued pursuant to a Trust Indenture dated as of April 1, 2011 (the Indenture ), between the Issuer and U.S. Bank National Association, Atlanta, Georgia, as trustee (the Trustee ). The Bonds are limited obligations of the Issuer payable from the Trust Estate, which includes all rights, title and interest of the Issuer in the hereinafter defined Loan Agreement (other than Unassigned Rights as defined therein), and a promissory note (the Series 2011 Note ) of the Macon State College Foundation Real Estate, LLC (the Company ), the hereinafter defined Security Deed, and all amounts on deposit from time to time in the funds created under the Indenture. See DESCRIPTION OF THE SERIES 2011 BONDS and SECURITY FOR THE SERIES 2011 BONDS herein.

10 Purpose of the Series 2011 Bonds Proceeds of the Series 2011 Bonds will be used by the Company to (i) (a) finance the cost of the acquisition of an existing student housing facility consisting of seven (7) buildings containing approximately 84 units and 336 beds (the Student Housing Facility ) located on approximately 10 acres of land (the Student Housing Site ) and (b) refinance the acquisition of approximately 240 acres of unimproved real property (the Land and collectively with the Student Housing Facility and the Student Housing Site, the Project ), all located adjacent to the main campus of Macon State College (the College ), a unit of the University System of Georgia; (ii) establish a debt service reserve fund for the Series 2011 Bonds; (iii) fund interest for the Series 2011 Bonds; and (iv) pay costs of issuance of the Series 2011 Bonds, including the premium for the Policy (hereinafter defined). See ESTIMATED SOURCES AND USES and THE PROJECT herein. Under the terms of the Loan Agreement, the Company will pay the Issuer amounts sufficient to enable the Issuer to pay the principal of, redemption premium, if any, and interest on the Series 2011 Bonds. The Company s obligation to repay the loan made by the Issuer pursuant to the Loan Agreement will be evidenced by the Series 2011 Note delivered by the Company to the Issuer. The Company and the Foundation The Company is a limited liability company organized and existing under the laws of the State which has Macon State College Foundation, Inc. (the Foundation ) as its sole member. The Foundation is a nonprofit corporation organized and existing under the laws of the State which is recognized by the Internal Revenue Service as an exempt organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the Code ). The Company s primary purpose is furthering the interests of the College. See THE COMPANY AND THE FOUNDATION herein. The College The College is a unit of the University System of Georgia (the University System ). Founded in 1968, the College has grown from a small junior college of 1,100 students to a college with 6,232 students enrolled for fall semester The College offers 18 bachelor s degrees through 31 majors including a bachelor of science degree, a bachelor of arts degree, career associate degrees, transferable associate degrees, and certificates. The College s main campus is located on 419 acres in the City of Macon (the Macon Campus ) located in the western portion of Bibb County, Georgia. The Macon Campus features an Arts & Theatre Complex, a Student Life Center (the home of student services, a bookstore, a full dining facility, a game room and classrooms), the Charles H. Jones Building (which features state-of-the-art labs and other hightech facilities), an adjoining and recently completed Conference Center, a Professional Sciences Center, and a recently renovated Library. The College also has a campus in Warner Robins, Georgia (the Warner Robins Campus ), which is located on 79 acres on Watson Boulevard and approximately a half-mile from the main gate of Robins Air Force Base. The Warner Robins Campus includes three administrative and academic buildings. See THE COLLEGE herein. Ground Lease The Student Housing Facility and the Student Housing Site will be acquired by the Company and donated to the Board of Regents of the University System of Georgia (the Board of Regents ). Contemporaneously with the issuance of the Series 2011 Bonds, the Board of Regents will lease the -2-

11 Student Housing Facility and approximately 1.68 acres of the Student Housing Site (collectively, the Student Housing Project ) to the Company pursuant to a Ground Lease, dated on or about the date of issuance of the Series 2011 Bonds, between the Board of Regents (as lessor) and the Company (as lessee) (the Ground Lease ). Rental Agreement Contemporaneously with the issuance of the Series 2011 Bonds, the Board of Regents will lease the Student Housing Project from the Company for use by the College pursuant to a Rental Agreement, dated on or about the date of issuance of the Series 2011 Bonds, between the Board of Regents (as lessee) and the Company (as lessor) (the Rental Agreement ). The Company expects that the rental payments made by the Board of Regents to the Company pursuant to the Rental Agreement, together with interest funded with the proceeds of the Series 2011 Bonds, will be sufficient to pay debt service on the Series 2011 Bonds. However, the Board of Regents has the right, in its sole discretion, to cancel, renew or extend the Rental Agreement on a year-to-year basis at the end of the then current term. See SECURITY FOR THE SERIES 2011 BONDS The Rental Agreement and INVESTMENT CONSIDERATIONS Limitation on Board of Regents Obligations Under Rental Agreement; Risk of Non-Renewal. The Land The Land will be acquired by the Company and donated to the Board of Regents for the future expansion of the College. The Company will not retain any interest in the Land and the Board of Regents will not make any payment to the Company for the use or ownership of the Land. Continuing Disclosure Agreement The Company has covenanted in a Continuing Disclosure Agreement with the Trustee, as disclosure agent for the benefit of the Bondholders (the Disclosure Agreement ), to provide certain financial information and operating data (the Annual Report ) by not later than 120 days after the end of each fiscal year of the Company, commencing with fiscal year ending June 30, 2012, and to provide notices of the occurrence of certain events (the Material Events Notices ). The Annual Report and the Material Events Notices will be filed with the Municipal Securities Rulemaking Board through the operation of the Electronic Municipal Market Access System ( EMMA ). The Company is undertaking to provide the Annual Report and the Material Events Notices pursuant to the Disclosure Agreement, the form of which is attached as Appendix D hereto. The covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12 (the Rule ). THE ISSUER The Issuer is a public body corporate and politic created pursuant to the Act. The Issuer is authorized and empowered under and pursuant to the provisions of the Act and the Revenue Bond Law, Section et seq., as amended, Official Code of Georgia Annotated, to issue its revenue bonds and lend the proceeds of such revenue bonds for the public purpose of developing commercial facilities and promoting and expanding industry and trade. A project may be for any use provided that a majority of the members of the Issuer determine that the project and its use are for the public purposes of the Act, and the members of the Issuer have made such a determination with respect to the financing of the Project. THE SERIES 2011 BONDS AND 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 BIBB COUNTY, GEORGIA (THE COUNTY ), THE STATE OR ANY POLITICAL SUBDIVISION THEREOF, WITHIN THE -3-

12 MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE CITY OF MACON, GEORGIA (THE CITY ), THE COUNTY, THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON SERIES 2011 BONDS OR OTHER COSTS INCIDENT THERETO. THE ISSUER HAS NO TAXING POWER. NEITHER THE MEMBERS OF THE GOVERNING BODY OF THE ISSUER NOR ANY PERSON EXECUTING BONDS SHALL BE LIABLE PERSONALLY ON THE BONDS BY REASON OF THE ISSUANCE THEREOF. The Issuer has previously issued bonds for the purpose of financing other projects for other borrowers which are payable from revenues received from such other borrowers. Revenue bonds issued by the Issuer for other borrowers may be in default as to principal or interest. The source of payment for other bonds previously issued by the Issuer for other borrowers is separate and distinct from the source of payment for the Series 2011 Bonds, and accordingly, any default by any such other borrower with respect to any of such other bonds is not considered a material fact with respect to the payment of the Series 2011 Bonds. The Issuer consists of seven members. The current members and officers of the Issuer are set forth below: Name Office Held Starr H. Purdue Chairman Walter D. Wilson Vice Chairman Shelia M. Thurmond Secretary Kenneth B Clark Member Hunter C. Johnson Member H.W. (Hank) Wingers Member R. Kirby Godsey Member Issuer. Kathleen B. Bowden, a non-member, serves as Assistant Secretary/Executive Director of the Limited Obligations DESCRIPTION OF THE SERIES 2011 BONDS THE SERIES 2011 BONDS ARE LIMITED OBLIGATIONS OF THE ISSUER. THE SERIES 2011 BONDS AND INTEREST THEREON DO NOT CONSTITUTE AN INDEBTEDNESS, A LIABILITY, A GENERAL OBLIGATION OR A PLEDGE OF THE FULL FAITH OR LOAN OF CREDIT OF THE ISSUER, THE CITY, THE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION OF THE STATE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISIONS. NEITHER THE ISSUER, THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE SERIES 2011 BONDS OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES AND ASSETS PLEDGED WITH RESPECT THERETO. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE SERIES 2011 BONDS OR OTHER COSTS INCIDENT THEREOF. THE ISSUER HAS NO TAXING POWER. -4-

13 General The Series 2011 Bonds will be issued in the aggregate principal amount set forth on the inside cover hereof. The Series 2011 Bonds will be issued in book-entry form and registered in the name of Cede & Co., as nominee of DTC. The principal of and interest and redemption premium (if any) on the Series 2011 Bonds shall be payable in any coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts. Dates, Denominations and Payment Information The Series 2011 Bonds will be dated the date of delivery thereof and will mature on July 1 of the years set forth on the inside cover hereof, subject to optional, mandatory sinking fund and extraordinary redemption, as more fully described herein. The Series 2011 Bonds shall be issuable in fully registered form in the denomination of $5,000 or any integral multiple thereof. The Series 2011 Bonds will bear interest at the rates set forth on the inside cover hereof (computed on the basis of a 360-day year composed of twelve 30-day months), payable on January 1 and July 1 of each year, commencing July 1, 2011 (each, an Interest Payment Date ), from the date of issuance if authenticated prior to the first Interest Payment Date or otherwise from the Interest Payment Date that is, or that immediately precedes, the date on which such Series 2011 Bond is authenticated (unless such payment of interest is in default, in which case such Series 2011 Bond shall bear interest from the date to which interest has been paid). Payment of principal and interest on the Series 2011 Bonds will be made as described below under Book-Entry Only System. However, in the event the book-entry system shall be discontinued, the following provisions shall pertain. Principal of and premium, if any, on each Series 2011 Bond are payable by check or draft in lawful money of the United States of America by presentation and surrender of such Bond at the designated corporate trust office of the Trustee in Atlanta, Georgia, or at the duly designated office of any duly appointed alternate or successor paying agent. Payment of interest on each Series 2011 Bond shall be made to the Owners and shall be paid in lawful money of the United States of America by check or draft mailed to the Owner, at his address as it appears on the registration books of the Issuer maintained by the Trustee, as bond registrar, at the close of business on the Regular Record Date, irrespective of any transfer or exchange of a Series 2011 Bond subsequent to a Regular Record Date and prior to such Interest Payment Date, unless the Issuer shall be in default in the payment of interest due on such Interest Payment Date. At the option of the Owner of not less than $1,000,000 in aggregate principal amount outstanding of Series 2011 Bonds, interest shall be paid by wire transfer in immediately available funds to a bank within the continental United States in accordance with written wire transfer instructions filed with the Trustee prior to the close of business on the Business Day preceding the Regular Record Date. Defaulted Interest shall cease to be payable to the Owner on the relevant Regular Record Date solely by virtue of such Owner having been such Owner, and such Defaulted Interest may be paid by the Trustee, at its election in each case, as provided in subsection (a) or (b) below: (a) The Trustee may elect to make payment of any Defaulted Interest on the Series 2011 Bonds to the Persons in whose names such Series 2011 Bonds are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. When the Trustee holds an amount of money equal to the proposed payment of Defaulted Interest, the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than fifteen (15) nor less than ten (10) days prior to the date of the proposed payment. The Trustee shall promptly notify the Issuer of such Special Record Date and, in the name and at the expense of the Issuer, such expense to be paid solely from amounts held under this Indenture, shall cause -5-

14 notice of the date and amount of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be mailed, first class postage prepaid, not less than fifteen (15) days preceding such Special Record Date, to each Owner at his address as it appears in the registration books maintained by the Trustee at the close of business on the fifth (5th) day preceding the date of mailing. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been mailed as aforesaid, such Defaulted Interest shall be paid to the Persons in whose names the Series 2011 Bonds are registered on such Special Record Date and shall no longer be payable pursuant to the following subsection (b). (b) The Trustee may make payment of any Defaulted Interest on the Series 2011 Bonds in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Series 2011 Bonds may be listed and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant to this subsection, such payment shall be deemed practicable by the Trustee. Registration of Transfer and Exchange While the Series 2011 Bonds are in book-entry form, the Series 2011 Bonds held by DTC (or its nominee, Cede & Co.) on behalf of the Beneficial Owners thereof are transferable upon delivery to DTC (or its nominee, Cede & Co.) of an assignment executed by the Beneficial Owner or the Beneficial Owner s attorney (see DESCRIPTION OF THE SERIES 2011 BONDS Book-Entry-Only System of Registration ). In the event the book-entry-only system is discontinued, the following provisions will apply. The Series 2011 Bonds may be transferred by the registered owner thereof or such owner s attorney or legal representative duly authorized in writing, upon presentation thereof accompanied by a written instrument of transfer, in form and with guarantee of signature satisfactory to the Trustee, duly executed by the registered owner or by such owner s duly authorized attorney-in-fact or legal representative. Any Series 2011 Bond may be exchanged at the designated corporate trust office of the Trustee for a like aggregate principal amount of Series 2011 Bonds of the same maturity and of other authorized denominations. The Trustee may charge a fee covering any taxes or other governmental charges required to be paid in connection with any exchange or registration of transfer of any Series 2011 Bond. Book-Entry-Only System of Registration DTC will act as securities depository for the Series 2011 Bonds. The Series 2011 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 bond certificate will be issued for each maturity of the Series 2011 Bonds, in the aggregate principal amount of the Series 2011 Bonds, and will be deposited with DTC. DTC, the world s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a clearing agency registered pursuant to the provisions of Section 17A of the Securities Exchange Act of DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-u.s. equity issues, corporate and municipal debt issues, and money market instruments from over 100 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 -6-

15 companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ( DTCC ). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. 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 and Purchases of Series 2011 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2011 Bonds on DTC s records. The ownership interest of each actual purchaser of Series 2011 Bonds ( 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 Series 2011 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 2011 Bonds, except in the event that use of the book-entry system for a series of Series 2011 Bonds is discontinued. To facilitate subsequent transfers, all Series 2011 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 2011 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of Series 2011 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts Series 2011 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. Redemption notices shall be sent to DTC. If less than all of the Series 2011 Bonds within an issue are being redeemed, DTC s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2011 Bonds unless authorized by a Direct Participant in accordance with DTC s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer 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 2011 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Series 2011 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 -7-

16 detail information from the Issuer or the Trustee, on payable date in accordance with their respective holdings shown on DTC s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with 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 Company, the Trustee, or the Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Issuer or the Trustee, 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 depository with respect to Series 2011 Bonds at any time by giving reasonable notice to the Issuer, or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, certificates for the Series 2011 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 accordance with DTC s established procedures. In that event, certificates for the Series 2011 Bonds will be printed and delivered. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Issuer, the Trustee and the Company believe to be reliable, but the Issuer, the Trustee and the Company take no responsibility for the accuracy thereof. Redemption Provisions Extraordinary Redemption. (i) Series 2011 Bonds may be called for redemption, in whole or in part, at the option of the Issuer, at the direction of the Company, in the event of: (1) damage to or destruction of the Student Housing Project or any part thereof to the extent permitted in Section 7.01 of the Loan Agreement, (2) condemnation of all or a portion of the Student Housing Project to the extent permitted in Section 7.02 of the Loan Agreement, (3) with the consent of the Insurer if the Policy is in effect and the Insurer is not in default thereunder, if as a result of changes to the Constitution of the United States or of the State, or as a result of legislative, executive, or judicial action of the United States, the State, or any political subdivision thereof, or a regulatory body, the Loan Agreement becomes void, unenforceable, or impossible of performance in accordance with the present intentions of the parties, or unreasonable burdens or excessive liabilities are imposed on the Company by reason of its ownership of the Student Housing Project, or (4) in the event Net Proceeds of the Title Insurance Policy are used to redeem Bonds pursuant to Section 3.05 of the Loan Agreement. (ii) Notwithstanding the foregoing, Series 2011 Bonds shall be called for redemption, in whole or in part, automatically without written direction of the Company, under the circumstances set forth in Sections 4.03 (from excess amounts in the Project Fund), 6.02 (from funds relating to the disposition of equipment) and 8.05 (from funds relating to the releasing of land or granting of easements) of the Loan Agreement. If the Series 2011 Bonds are called for redemption in the events described in (i) or (ii) above, the Series 2011 Bonds shall be redeemed by the Issuer at the direction of the Company in whole and not in part at a redemption price of 100% of the principal amount thereof plus accrued interest to the redemption date. -8-

17 (b) Optional Redemption. Series 2011 Bonds maturing on and after July 1, 2022 are also subject to redemption by the Issuer upon written direction of the Company pursuant to Section of the Loan Agreement prior to maturity on or after July 1, 2021 in whole or in part on any date, at 100% of the principal amount of Series 2011 Bonds then outstanding, plus accrued interest to the redemption date. (c) Mandatory Redemption. With respect to the retirement of the Series 2011 Bonds, the Basic Loan Payments specified in Section 5.02 of the Loan Agreement which are to be deposited in the Bond Fund, shall include an amount sufficient to redeem in part, by lot (after credit as provided below), the following principal amounts (which include the principal amount which will be outstanding on the date of maturity) of such Series 2011 Bonds at one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date: Series 2011A Bonds Maturing July 1, 2026 July 1 Principal of the Year Amount 2024 $350, $365,000 (Leaving $385,000 to mature July 1, 2026) Series 2011A Bonds Maturing July 1, 2031 July 1 of the Year Principal Amount 2027 $405, $425, $450, $475,000 (Leaving $500,000 to mature July 1, 2031) Series 2011A Bonds Maturing July 1, 2036 July 1 of the Year Principal Amount 2032 $525, $555, $585, $620,000 (Leaving $655,000 to mature July 1, 2036) Series 2011A Bonds Maturing July 1, 2040 July 1 of the Year Principal Amount 2037 $690, $730, $775,000 (Leaving $815,000 to mature July 1, 2040) -9-

18 The Issuer shall be entitled to receive a credit in respect of its mandatory redemption obligation for Series 2011 Bonds delivered, purchased, or redeemed, as hereinafter provided, if the Company at its option purchases in the open market and delivers to the Trustee for cancellation Series 2011 Bonds or redeems Series 2011 Bonds (other than through mandatory redemption) and such Series 2011 Bonds have not theretofore been applied as a credit against any mandatory redemption obligation. Each such Series 2011 Bond so purchased or redeemed shall be credited by the Trustee at 100% of the principal amount thereof against the obligation of the Issuer on such mandatory redemption payment date, and any excess shall be credited on future mandatory redemption obligations in chronological order, and the principal amount of such Series 2011 Bonds to be redeemed by operation of mandatory redemption and the Basic Loan Payments specified in Section 5.02 of the Loan Agreement for mandatory redemption shall be accordingly reduced. Selection of Series 2011 Bonds To Be Redeemed. If less than all of the Series 2011 Bonds are called for redemption in the Indenture, other than mandatory redemption, the Series 2011 Bonds will be redeemed as directed in writing by the Company and if less than all of the Series 2011 Bonds of a maturity are to be redeemed, and in the case of mandatory redemption, the particular Series 2011 Bonds or portions thereof to be redeemed within a maturity will be selected by lot by DTC or any successor depository in accordance with its procedures or, if the book-entry system is discontinued, in such manner as the Trustee determines. If a Series 2011 Bond subject to redemption is in a denomination larger than $5,000, all or a portion of such Series 2011 Bond may be redeemed, but only in a principal amount equal to $5,000 or an integral multiple thereof. Notice of Redemption. While the Series 2011 Bonds are in book-entry form, notice of redemption of Series Bonds will be made by the Trustee directly to Cede & Co., as nominee for DTC, as registered owner of the Series 2011 Bonds and will be subsequently disbursed by Cede & Co. to DTC Participants and thereafter to Beneficial Owners of the Series 2011 Bonds. See DESCRIPTION OF THE SERIES 2011 BONDS Book-Entry System of Registration. If the book-entry system is discontinued, the following provisions will apply. If any Series 2011 Bonds are called for redemption pursuant to the Indenture, notice thereof identifying the Series 2011 Bonds or portions thereof to be redeemed will be given by the Trustee by mailing a copy of the redemption notice by first class mail (postage prepaid) not less than thirty (30) nor more than sixty (60) days prior to the date fixed for redemption to the registered owner of each Series 2011 Bond to be redeemed in whole or in part at the address shown on the registration books at the close of business on the fifth (5th) day preceding the date of mailing; provided, however, that failure to give such notice by mailing to any registered owner of the Series 2011 Bonds, or any defect therein, will not affect the validity of any proceedings for the redemption of any other Series 2011 Bonds. Each notice will specify the CUSIP numbers of the Series 2011 Bonds being called, numbers of the Series 2011 Bonds being called, if less than all of the Series 2011 Bonds are being called, redemption date, redemption price, and place or places where amounts due upon such redemption will be payable. Such notice will further state that payment of the applicable redemption price plus accrued interest to the date fixed for redemption, if any, will be made upon presentation and surrender of the Series 2011 Bonds to be redeemed and that on the redemption date, the redemption price will become due and payable upon each Series 2011 Bond to be redeemed and that interest thereon will cease to accrue on and after such date. Any notice mailed as provided above will be conclusively presumed to have been duly given, whether or not the registered owner of such Series 2011 Bonds actually receives the notice. Upon the written direction of the Company, the notice of redemption for optional redemption will contain a statement to the effect that the redemption of the Series 2011 Bonds is conditioned upon the receipt by the Trustee, prior to the date fixed for such redemption, of amounts equal to the redemption price of the Series 2011 Bonds to be redeemed, and that if such moneys has not have been so received, the -10-