$8,015,000 CARROLL COUNTY WATER AUTHORITY (GEORGIA) WATER AND SEWERAGE REFUNDING REVENUE BONDS, SERIES 2015

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1 NEW ISSUE BOOK-ENTRY ONLY BANK QUALIFIED RATINGS: Standard & Poor s AA (Insured) Moody s A1 (Underlying) See MISCELLANEOUS -Ratings herein In the opinion of Bond Counsel, under existing laws, regulations and judicial decisions, and assuming continued compliance by the Carroll County Water Authority with certain covenants, interest on the Series 2015 Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individual and corporations; however, such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on certain corporations. In the opinion of Bond Counsel, interest on the Series 2015 Bonds is exempt from present State of Georgia income taxation. The opinion contains greater detail, and is subject to exceptions, as noted in LEGAL MATTERS Tax Matters herein. $8,015,000 CARROLL COUNTY WATER AUTHORITY (GEORGIA) WATER AND SEWERAGE REFUNDING REVENUE BONDS, SERIES 2015 Dated: Date of Issuance Due: July 1, in the years shown on the inside cover page The CARROLL COUNTY WATER AUTHORITY WATER AND SEWERAGE REFUNDING REVENUE BONDS, Series 2015 (the Series 2015 Bonds ) will be issued in registered form in the name of Cede and Co., as the nominee for The Depository Trust Company ( DTC ), New York, New York. Individual purchases of the Series 2015 Bonds must be made in book-entry form only in authorized denominations of $5,000 or any integral multiple thereof. Individual purchasers ( Beneficial Owners ) of the Series 2015 Bonds will not receive physical delivery of the Series 2015 Bonds. Transfers of the Series 2015 Bonds will be effected through a book-entry system as described herein. Interest on the Series 2015 Bonds will be payable on January 1 and July 1 of each year, beginning July 1, So long as DTC or its nominee is the registered owner of the Series 2015 Bonds, disbursements of payments of principal of and premium, if any, and interest on the Series 2015 Bonds to DTC is the responsibility of U.S. Bank, National Association, in the City of Atlanta, Georgia, as Paying Agent; disbursements of such payments to DTC Participants is the responsibility of DTC; and disbursements of such payments to the Beneficial Owners is the responsibility of Direct and Indirect Participants as more fully described herein. See THE SERIES 2015 BONDS -Book-Entry Only System of Delivery of the Series 2015 Bonds herein. Certain of the Series 2015 Bonds are subject to redemption prior to maturity. See THE SERIES 2015 BONDS -Redemption herein. The Carroll County Water Authority (the Authority ) is issuing the Series 2015 Bonds to (i) refund and defease all of the outstanding CARROLL COUNTY WATER AUTHORITY WATER AND SEWERAGE REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 2005 (the Refunded Bonds ), (ii) pay the premium for a debt service reserve surety bond and the premium for a municipal bond insurance policy, and (iii) pay the necessary costs of issuing the Series 2015 Bonds. See THE SERIES 2015 BONDS herein. The Series 2015 Bonds will be issued on a parity basis with the Authority s outstanding Series 2012 Bonds (as defined herein), the payment of the principal of and interest on which is secured by a first and prior pledge of and lien on the revenues of the Authority s water and sewerage system (the System ), after payment of the reasonable and necessary expenses of operating and maintaining the System, but before making provision for any depreciation charges (the Net Revenues ). See THE SERIES 2015 BONDS -Security and Sources of Payment for the Series 2015 Bonds herein. The scheduled payment of principal and interest on the Series 2015 Bonds when due will be guaranteed under an insurance policy to be issued by Assured Guaranty Municipal Corp. concurrently with the delivery of the Series 2015 Bonds. See BOND INSURANCE and Appendix E: SPECIMEN MUNICIPAL BOND INSURANCE POLICY herein. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THE SERIES 2015 BONDS OR THE SECURITY THEREFOR. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. THE SERIES 2015 BONDS WILL BE LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED BY THE NET REVENUES OF THE AUTHORITY. THE SERIES 2015 BONDS AND THE INTEREST THEREON AND REDEMPTION PREMIUM, IF ANY, SHALL NOT BE DEEMED TO CONSTITUTE OR CREATE AN INDEBTEDNESS, LIABILITY OR OBLIGATION OF THE STATE OF GEORGIA (THE STATE ) OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION OR STATUTORY LIMITATION OR A PLEDGE OF THE FAITH AND CREDIT OR THE TAXING POWER OF THE STATE OR ANY SUCH POLITICAL SUBDIVISION OR AGENCY. THE AUTHORITY HAS NO TAXING POWER. The Series 2015 Bonds are offered when, as and if issued by the Authority, subject to the approval of legality by Gray Pannell & Woodward LLP, Savannah, Georgia, Bond Counsel, and certain other conditions, including validation of the Series 2015 Bonds and the security therefor by the Superior Court of Carroll County. Certain legal matters will be passed upon for the Authority by its counsel, Price & Pyles, P.C., Carrollton, Georgia, and for the Underwriter by its counsel, Gray Pannell & Woodward LLP, Savannah, Georgia. The Series 2015 Bonds are expected to be delivered in definitive form through DTC on or about May 7, STEPHENS INC. Official Statement dated: April 16, 2015

2 MATURITY SCHEDULE Maturity Principal Amount Interest Rate Yield CUSIP 2015 $180, % 0.400% 14478EEZ , EFA , EFB ,010, EFC ,045, EFD ,085, EFE ,115, EFF ,120, EFG3 $200, % Term Bonds due July 1, 2025; Yield of 2.350%; CUSIP 14478EFH1 $295, % Term Bonds due July 1, 2029; Yield of 2.800%; CUSIP 14478EFJ7

3 CARROLL COUNTY WATER AUTHORITY Trey Wylie, Chairman Wilburn Albright Tim Grizzard Bobby Holcombe Barry Huff Aaron McWhorter Joe Neal Donald Newman Jerry Shadinger William Simmons Larry Wood Appointed Officials Matt Windom, Executive Director Greg Akins, Chief Financial Officer INDEPENDENT AUDITORS Will M. Robinson, CPA, P.C. Carrollton, Georgia COUNSEL TO THE AUTHORITY Price & Pyles, P.C. Carrollton, Georgia BOND & UNDERWRITER S COUNSEL Gray Pannell & Woodward, LLP Savannah, Georgia UNDERWRITER Stephens Inc. Atlanta, Georgia

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5 TABLE OF CONTENTS Page INTRODUCTION... 1 The Authority... 1 Carroll County... 1 Purpose of the Series 2015 Bonds... 1 Authority for Issuance of the Series 2015 Bonds... 2 Security and Sources of Payment for the Series 2015 Bonds... 2 Bond Registrar and Paying Agent... 3 Description of the Series 2015 Bonds... 3 Professionals Involved in the Offering... 3 Tax Status... 3 Terms of the Offering... 4 Continuing Disclosure... 4 Additional Bonds... 4 Additional Information... 4 THE SERIES 2015 BONDS... 6 Authority for Issuance of the Series 2015 Bonds... 6 Validation of the Series 2015 Bonds... 6 General Description... 6 Redemption... 6 Book-Entry Only System of Delivery of Series 2015 Bonds... 8 Estimated Sources and Uses of Funds The Refunding Program Security and Sources of Payment for the Series 2015 Bonds Investment of Money Rate Covenant Additional Bonds Remedies BOND INSURANCE Bond Insurance Policy Assured Guaranty Municipal Corp THE SYSTEM General Water System Wastewater System Governmental Approvals and Environmental Regulation Capital Improvements to Water and Sewerage System from Current Funds Rates, Fees, and Charges Billing Annual Customer Growth Historical Numbers of Water and Sewerage Customers Historical Water and Sewerage Usage Ten Largest Water Customers i

6 DEBT STRUCTURE OF THE SYSTEM Debt Service Schedule Historical Debt Service Coverage Ratios FINANCIAL INFORMATION CONCERNING THE SYSTEM The System s Six Year Operating History Management Comments Concerning Material Trends in Revenues and Expenditures Accounting Policies Independent Auditors Reports Operating Budget of the System THE AUTHORITY Introduction Governing Body Management Employees, Employee Relations, and Employee Benefits Governmental Immunity and Insurance Coverage CARROLL COUNTY - ECONOMIC AND DEMOGRAPHIC INFORMATION Introduction Population Information Per Capita Personal Income Bank Deposits Industry and Employment LEGAL MATTERS Litigation Legal Proceedings Tax Matters Original Issue Discount Premium Bonds Changes in Federal Tax Law MISCELLANEOUS Ratings Underwriting Certification as to Official Statement Financial Statements Continuing Disclosure Miscellaneous Certification Appendix A: CARROLL COUNTY WATER AUTHORITY ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED JUNE 30, 2014 Appendix B: FORM OF THE BOND RESOLUTION Appendix C: PROPOSED FORM OF LEGAL OPINION OF BOND COUNSEL Appendix D: FORM OF THE DISCLOSURE DISSEMINATION AGREEMENT Appendix E: SPECIMEN MUNICIPAL BOND INSURANCE POLICY. Page ii

7 * * * * * No dealer, broker, salesman or other person has been authorized by the Authority, by Stephens Inc., Atlanta, Georgia (the Underwriter ), or by any other person 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 representation must not be relied upon as having been authorized by the Authority, the Underwriter, or any other person. Except where otherwise indicated, all information contained in this Official Statement has been provided by the Authority. Sources other than the Authority are believed to be reliable, but are not guaranteed as to accuracy or completeness by the Authority or the Underwriter. The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and 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 Authority or the other matters described herein since the date hereof or the earlier dates set forth herein as of which certain information contained herein is given. 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 2015 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale. Assured Guaranty Municipal Corp. ( AGM ) makes no representation regarding the Series 2015 Bonds or the advisability of investing in the Series 2015 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 Appendix E: SPECIMEN MUNICIPAL BOND INSURANCE POLICY. The Series 2015 Bonds have not been registered under the Securities Act of 1933, and the Bond Resolution (as defined herein) has not been qualified under the Trust Indenture Act of 1939, in reliance on exemptions contained in such Acts. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] iii

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9 OFFICIAL STATEMENT Relating to $8,015,000 CARROLL COUNTY WATER AUTHORITY (GEORGIA) WATER AND SEWERAGE REFUNDING REVENUE BONDS, SERIES 2015 INTRODUCTION This Official Statement, including the cover page and the Appendices hereto, of the Carroll County Water Authority (the Authority ) sets forth information concerning the Authority and the proposed CARROLL COUNTY WATER AUTHORITY WATER AND SEWERAGE REFUNDING REVENUE BONDS, SERIES 2015 (the Series 2015 Bonds ). The information contained in this section entitled INTRODUCTION is a brief description of the terms of and security for the Series 2015 Bonds and does not purport to be comprehensive or definitive. A full review of the entire Official Statement, as well as the documents summarized or described herein, should be made. All undefined, capitalized terms used herein shall have the meaning ascribed to such terms in the Bond Resolution (hereinafter defined) unless the context requires otherwise. For more detailed information on the terms used herein, see Appendix B: FORM OF THE BOND RESOLUTION. The Authority The Authority is a body corporate and politic, deemed to be a political subdivision of the State of Georgia and a public corporation created under the provisions of Georgia Laws 1967, p et seq., as amended by Georgia Laws 1968, p et seq., Georgia Laws 1972, p et seq., Georgia Laws 1995, p et seq., and Georgia Laws 2001, p et seq. (collectively, the Act ). The Authority was formed in 1967 to furnish potable water to the various municipalities, individuals, businesses, residences, and other water users located in Carroll County and its environs, including adjoining counties, other counties, states, and municipalities therein, to the extent such can be feasibly and economically served. In 1968, the scope of the Authority was expanded to include the provision of sewerage services. For more detailed information, see THE SYSTEM herein. Carroll County Carroll County (the County ), a political subdivision of the State of Georgia (the State ), is located approximately 34 miles west of Atlanta on the Alabama border. There are eight municipalities in the County: Carrollton, Bowdon, Bremen, Mr. Zion, Roopville, Temple, Villa Rica and Whitesburg. Carrollton is the county seat. The County has a land area of approximately square miles and is the 29 th largest of Georgia s 159 counties. For more detailed information, see CARROLL COUNTY. Purpose of the Series 2015 Bonds The Series 2015 Bonds are being issued to (i) refund and defease all of the outstanding CARROLL COUNTY WATER AUTHORITY WATER AND SEWERAGE REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 2005 (the Refunded Bonds ), (ii) pay the premium for a debt service reserve surety bond and the premium for a municipal bond insurance policy, and (iii) pay the necessary costs of issuing the Series 2015 Bonds. For more detailed information, see THE SERIES 2015 BONDS The Refunding Program.

10 Authority for Issuance of the Series 2015 Bonds Pursuant to a bond resolution adopted by the Authority on February 4, 1999 (the Original Resolution ), as ratified, reaffirmed, broadened and extended by the terms of a supplemental resolution adopted by the Authority on December 10, 2001, as amended and restated in its entirety on June 28, 2002 (the 2002 Supplemental Resolution ), a supplemental resolution adopted by the Authority on November 17, 2005, as amended and restated in its entirety on December 22, 2005 (the 2005 Supplemental Resolution ), a supplemental resolution adopted by the Authority on July 20, 2012, as amended and restated in its entirety on August 2, 2012 (the 2012 Supplemental Resolution and together with the Original Resolution, the 2002 Supplemental Resolution and the 2005 Supplemental Resolution, the Prior Resolutions ), the Authority has issued various series of water and sewerage revenue bonds pursuant to which the Authority pledged, and created a first and prior lien on, the Net Revenues of the System as security for the payment of the principal of and interest on such bonds. Upon the issuance of the Series 2015 Bonds, the refunding and defeasance of the Refunded Bonds, the only bonds that will remain outstanding under the Prior Resolutions will be the WATER AND SEWERAGE REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 2012 (the Series 2012 Bonds ). Pursuant to the Prior Resolutions and a supplemental resolution adopted by the Authority on April 16, 2015 (the 2015 Resolution and together with the Prior Resolutions the Bond Resolution ), the Authority will issue the Series 2015 Bonds on a parity with the Series 2012 Bonds. Security and Sources of Payment for the Series 2015 Bonds Lien on Net Revenues of the System. Payment of the principal of and interest on the Series 2015 Bonds will be payable from and secured by a first priority pledge of and lien on the revenues derived by the Authority from the ownership and operation of the water and sewerage system of the Authority (the System ) remaining after payment of the reasonable and necessary expenses of operating and maintaining the System, but before provision for depreciation or interest charges, and after payment of 50% of the Fairfield Plantation Fees (as defined herein), which are required to be paid to Westinghouse or its successors (the Net Revenues ). Payment of the principal of and interest on the Series 2015 Bonds will be equally and ratably secured on a parity basis with the Series 2012 Bonds and any additional revenue bonds of the Authority ( Additional Bonds ) issued hereafter on a parity basis with the Series 2012 Bonds and the Series 2015 Bonds. The Series 2012 Bonds, the Series 2015 Bonds, and any Additional Bonds hereinafter issued are referred to collectively herein as the Bonds. Debt Service Reserve. Payment of principal of and interest on the Series 2015 Bonds will also be secured by a debt service reserve account within the Sinking Fund for the Series 2015 Bonds. Said reserve will be fully funded upon the issuance of the Series 2015 Bonds through a debt service reserve surety policy issued by Assured Guaranty Municipal Corp., and such account may be extended or separate debt service reserve accounts may be established upon the issuance of additional bonds on a parity basis with the Series 2015 Bonds. For more detailed information, see PLAN OF FINANCING -Security and Sources of Payment for the Series 2015 Bonds and Appendix B: FORM OF THE BOND RESOLUTION. Bond Insurance. Concurrently with the issuance of the Series 2015 Bonds, Assured Guaranty Municipal Corp. (the Insurer ) will issue a municipal bond insurance policy (the Municipal Bond Insurance Policy ) which will insure payment of the principal of and interest on the Series 2015 Bonds when due. 2

11 For more detailed information, see THE SERIES 2015 BONDS -Security and Sources of Payment for the Series 2015 Bonds; Appendix C: FORM OF BOND RESOLUTION and Appendix E: SPECIMEN MUNICIPAL BOND INSURANCE POLICY. Bond Registrar and Paying Agent U.S. Bank National Association, Atlanta, Georgia, will act as Bond Registrar and Paying Agent for the Series 2015 Bonds. Description of the Series 2015 Bonds Redemption. Certain of the Series 2015 Bonds are subject to optional and scheduled mandatory redemption prior to maturity. See THE SERIES 2015 BONDS -Redemption herein. Denominations. Individual purchases of the Series 2015 Bonds may be made in book-entry form only in denominations of $5,000 or any higher integral multiple thereof. Registration and Transfer. The Series 2015 Bonds will be registered in the name of Cede & Co., as registered owner and nominee of The Depository Trust Company ( DTC ), New York, New York. DTC will act as securities depository for the Series 2015 Bonds. Manner of Making Payment. Interest on the Series 2015 Bonds is payable on January 1 and July 1 (each an Interest Payment Date ) in each year, commencing July 1, The Series 2015 Bonds bear interest at the rates per annum, and mature on July 1 in the years and principal amounts, as set forth on the inside of the front cover page hereof. So long as DTC or its nominee is the registered owner of the Series 2015 Bonds, principal of and premium, if any, and interest on the Series 2015 Bonds are payable by wire transfer by the Paying Agent to Cede & Co., as nominee for DTC which, in turn, will remit such amounts to DTC Participants (as defined herein) for subsequent disbursement to the Beneficial Owners (as defined herein). For more detailed information on the Series 2015 Bonds, see THE SERIES 2015 BONDS. Professionals Involved in the Offering Certain legal matters pertaining to the Authority and its authorization and issuance of the Series 2015 Bonds are subject to the approving opinion of Gray Pannell & Woodward LLP, Savannah, Georgia, Bond Counsel. Copies of such opinions will be available at the time of delivery of the Series 2015 Bonds, and copies of the proposed forms of such opinions are attached hereto as Appendix C. Certain other legal matters will be passed on for the Authority by its counsel, Price & Pyles, P.C., Carrollton, Georgia, and for the Underwriter by its counsel, Gray Pannell & Woodward LLP, Savannah, Georgia. The financial statements of the Authority for the fiscal year ended June 30, 2014, attached hereto as Appendix A, have been audited by Will M. Robinson, CPA, P.C., Carrollton, Georgia, to the extent and for the period indicated in their report thereon. Will M. Robinson, CPA, P.C., has consented to the references and use within this Official Statement of its report. Tax Status In the opinion of Bond Counsel, subject to the limitations and conditions described herein, under existing laws, regulations and judicial decisions, and assuming continued compliance by the Authority with 3

12 certain covenants, interest on the Series 2015 Bonds (including any original issue discount properly allocable to a holder thereof) is exempt from present State of Georgia income taxation, is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of the federal individual and corporate alternative minimum tax; however, with respect to corporations (as defined for federal income tax purposes), such interest is taken into account in determining adjusted current earnings for the purpose of computing the alternative minimum tax imposed on such corporations. See Appendix C for the form of the opinion Bond Counsel proposes to deliver in connection with the issuance of the Series 2015 Bonds. For more complete discussion of such opinion and certain other tax consequences of owning the Series 2015 Bonds, including certain exceptions to the exclusion of the interest of the Series 2015 Bonds from gross income, see LEGAL MATTERS Tax Matters herein. Terms of the Offering Authority for Issuance. The Series 2015 Bonds are to be issued under the authority of the Constitution and general laws of the State, in particular the Act and the Revenue Bond Law of the State, codified at Official Code of Georgia Annotated ( O.C.G.A. ) through (the Revenue Bond Law ). The Series 2015 Bonds are being issued in accordance with the provisions of the Bond Resolution. Offering. The Series 2015 Bonds are offered when, as, and if issued by the Authority, subject to prior sale and to withdrawal or modification of the offer without notice, to approval of legality by Gray Pannell & Woodward LLP, Savannah, Georgia, Bond Counsel, and to validation by the Superior Court of Carroll County, Georgia. Delivery. The Series 2015 Bonds in definitive form are expected to be delivered through DTC in New York, New York on or about May 7, Continuing Disclosure The Authority will sign a Continuing Disclosure Certificate on the date of the sale of the Series 2015 Bonds, which will allow the Underwriter of the Series 2015 Bonds to comply with Securities and Exchange Commission Rule 15c2-12(b)(5). The Authority is currently in compliance with its continuing disclosure obligations but it has failed to timely file its annual reports and audited financials in the past. For more detailed information on the Authority s disclosure obligations, see MISCELLANEOUS -Continuing Disclosure and Appendix D: FORM OF THE CONTINUING DISCLOSURE CERTIFICATE. Additional Bonds Subject to certain conditions as set forth in the Bond Resolution, the Authority may issue Additional Bonds on a parity with the first and prior lien of the Series 2015 Bonds and the Series 2012 Bonds on the Net Revenues of the System. See THE SERIES 2015 BONDS -Additional Bonds. In addition, from time to time the Authority may issue additional bonds or obligations payable from the Net Revenues of the System and secured by a lien on said Net Revenues that is junior and subordinate to the lien of the Series 2015 Bonds and the Series 2012 Bonds on the Net Revenues of the System. Additional Information 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 4

13 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 Authority disclaims any obligation or undertaking to release publicly any updates or revisions to any forwardlooking statement contained herein to reflect any change in the Authority s 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 descriptions of, among other matters, the Series 2015 Bonds, the Authority, the Bond Resolution and the security and sources of payment for the Series 2015 Bonds. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to, or summaries of, the Bond Resolution or any other document or constitutional provision or statute are qualified in their entirety by the exact terms of such documents or constitutional provision or statute. All references herein to the Series 2015 Bonds are qualified in their entirety to the form thereof and the provisions with respect thereto included in the Bond Resolution. Copies of the Bond Resolution and other documents and information are available upon request, prior to the delivery of the Series 2015 Bonds from Stephens Inc., 3344 Peachtree Road, Suite 1650, Atlanta, Georgia 30326, and after delivery of the Series 2015 Bonds, upon payment to the Authority of a charge for copying, mailing and handling, from the Carroll County Water Authority, 556 Old Bremen Road, P.O. Box 739 (30112), Carrollton, Georgia [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 5

14 Authority for Issuance of the Series 2015 Bonds THE SERIES 2015 BONDS The Series 2015 Bonds will be issued pursuant to (i) the Act of the General Assembly of the State creating the Authority, as amended, (ii) the authority of the Constitution of the State, (iii) the general laws of the State, including, in particular, the Revenue Bond Law, and (iv) the terms of the Bond Resolution adopted by the Authority. The Authority is authorized to operate and maintain the System for its own use and for the use of public and private consumers both within and without the territorial limits of the Authority, and to prescribe and revise rates and collect fees and charges for the services furnished by the System as the same now exists and as it hereafter may be added to, extended, improved and equipped. Validation of the Series 2015 Bonds As required by the Revenue Bond Law, the Authority will cause proceedings to be initiated in the Superior Court of Carroll County, Georgia to validate the Series 2015 Bonds and the security therefor. Final judgment confirming and validating the Series 2015 Bonds and the security therefor will be entered prior to the issuance of the Series 2015 Bonds. General Description The Series 2015 Bonds, dated as of the date of issuance and delivery thereof, will bear interest at the rates per annum, calculated on the basis of a 360-day year consisting of twelve 30-day months, and mature on July 1 in the years and principal amounts, set forth on the inside cover page hereof. Interest shall be payable on January 1 and July of each year, beginning July 1, Redemption Optional Redemption of the Series 2015 Bonds. The Series 2015 Bonds maturing on July 1, 2029 and thereafter may be redeemed prior to their respective maturities at the option of the Authority, in whole or in part (maturities to be designated by the Authority) at any time, beginning July 1, 2025, at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the redemption date. If less than all of the Series 2015 Bonds of a maturity are to be redeemed, the actual Series 2015 Bonds of such maturity to be redeemed shall be selected by lot in such manner as the Bond Registrar may determine. Scheduled Mandatory Redemption. The Series 2015 Bonds maturing on July 1, 2025, are subject to scheduled mandatory redemption prior to maturity in part (the actual Series 2015 Bonds to be redeemed to be selected by lot in such manner as the Bond Registrar may determine) at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, on July 1 in the years, and in the principal amounts set forth below (the July 1, 2025 amount to be paid at maturity rather than redeemed): Year Principal Amount 2023 $65, , ,000 6

15 The Series 2015 Bonds maturing on July 1, 2029, are subject to scheduled mandatory redemption prior to maturity in part (the actual Series 2015 Bonds to be redeemed to be selected by lot in such manner as the Bond Registrar may determine) at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date, on July 1 in the years, and in the principal amounts set forth below (the July 1, 2029 amount to be paid at maturity rather than redeemed): Year Principal Amount 2026 $70, , , ,000 Notice of Redemption. Unless waived by any owner of the Series 2015 Bonds to be redeemed, official notice of any such redemption shall be given by the Bond Registrar on behalf of the Authority by mailing a copy of an official redemption notice by first-class mail at least 30 days but not more than 60 days prior to the date fixed for redemption to the registered owner of the Series 2015 Bond or Bonds being redeemed (in whole or in part) at the address shown on the bond register on the Record Date for such payment or at such other address as is furnished in writing by such registered owner to the Bond Registrar. Said notice shall also be filed electronically, not less than 30 days nor more than 60 days prior to the date fixed for redemption, to the Municipal Securities Rulemaking Board s Electronic Municipal Market Access System ( EMMA ) or as may be required by applicable law or regulation at the time of giving such notice. All official notices of redemption shall be dated and shall state (i) the redemption date, (ii) the redemption price, (iii) if less than all outstanding Series 2015 Bonds are to be redeemed, the identification and CUSIP number (and, in the case of partial redemption, the respective amounts) of the Series 2015 Bonds to be redeemed, (iv) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, and (v) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal office of the Paying Agent. The failure of the Bond Registrar to give any such notice to a particular owner of a Bond (or any defect in such notice) or the failure of the owner of any Bond to receive any such notice as so given shall not affect the validity of the proceedings for the redemption of any other Bond as to which proper notice is given. Prior to giving any such notice of redemption, the Authority shall give the Bond Registrar 45 days notice of its intent to redeem, unless waived by the Bond Registrar, and shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Series 2015 Bonds or portions of the Series 2015 Bonds which are to be redeemed on that date. Official notice of redemption having been given as aforesaid, the Series 2015 Bonds or portions of Series 2015 Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Authority shall default in the payment of the redemption price) such Series 2015 Bonds or portions of Series 2015 Bonds shall cease to bear interest, and the owner of the Series 2015 Bonds shall be entitled to any rights under the Bond Resolution except the right to receive payment, and said Series 2015 Bond or portion thereof shall not be considered to be outstanding. Upon surrender of such Series 2015 Bonds for redemption in accordance with said notice, such Series 2015 Bonds shall be redeemed by the Paying Agent at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Series 2015 Bond, there shall be prepared for the registered owner of a new fully registered Series 2015 Bond or Series 2015 Bonds of the same series, interest rate and maturing in the denomination of $5,000 or any integral multiple thereof in the aggregate principal amount equal to the unpaid or unredeemed portion of such Series 2015 Bond. All 7

16 Series 2015 Bonds which have been redeemed shall be canceled and destroyed by the Bond Registrar and shall not be reissued. Effect of Redemption Call. Notice having been given in the manner and under the conditions prescribed above, and money for the payment of the redemption price being held by the Paying Agent, the Series 2015 Bonds or the portion thereof so called for redemption shall become and be due and payable on the redemption date designated in such notice at the redemption price provided for redemption of such Series 2015 Bonds on such date. Interest on the Series 2015 Bonds or the portion thereof so called for redemption shall cease to accrue from and after the date fixed for redemption unless there shall be a failure to make payment of the redemption price thereof upon presentation and surrender thereof. Such Series 2015 Bonds shall cease to be entitled to any lien, benefit or security under the Bond Resolution and the Owners of such Series 2015 Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof and such Series 2015 Bond or the portion thereof so called shall not be considered to be outstanding. Upon surrender of such Series 2015 Bond paid or redeemed in part only, the Authority shall execute and the Bond Registrar shall deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same type, of authorized denominations in the aggregate principal amount equal to the unpaid or unredeemed portion of the Series 2015 Bond. Book-Entry Only System of Delivery of Series 2015 Bonds The Depository Trust Company ( DTC ), New York, NY, will act as securities depository for the Series 2015 Bonds. The Series 2015 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 2015 Bonds, in the principal amount of such maturity, and will be deposited with DTC. DTC, the world s largest securities 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 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 a Standard & Poor s rating of AA+. 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 Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC s records. The ownership interest of each actual purchaser of each 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, 8

17 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 2015 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 Securities, except in the event that use of the book-entry system for the Series 2015 Bonds is discontinued. To facilitate subsequent transfers, all Series 2015 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 2015 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 2015 Bonds; DTC s records reflect only the identity of the Direct Participants to whose accounts such Series 2015 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. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2015 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the bond documents. For example, Beneficial Owners of Series 2015 Bonds may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2015 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 the Series 2015 Bonds unless authorized by a Direct Participant in accordance with DTC s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to an 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 Series 2015 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 2015 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 Authority or Paying Agent, 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, Paying Agent, or Authority, 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 Authority or 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. 9

18 A Beneficial Owner shall give notice to elect to have its Series 2015 Bonds purchased or tendered, through its Participant, to Paying Agent, and shall effect delivery of such Series 2015 Bonds by causing the Direct Participant to transfer the Participant s interest in the Series 2015 Bonds, on DTC s records, to Paying Agent. The requirement for physical delivery of Series 2015 Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Series 2015 Bonds are transferred by Direct Participants on DTC s records and followed by a book-entry credit of tendered Securities to Paying Agent s DTC account. DTC may discontinue providing its services as depository with respect to the Series 2015 Bonds at any time by giving reasonable notice to the Authority or Paying Agent. Under such circumstances, in the event that a successor depository is not obtained, security certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, security certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC s book-entry system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof. Estimated Sources and Uses of Funds Sources of Funds: Uses of Funds: Proceeds from the sale of the Series 2015 Bonds 1... $8,473, Transfers from Prior Issue Debt Service Funds , Total Sources of Funds:... $8,609, Refunding of Series 2005 Bonds... $8,373, Estimated Costs of Issuance , Total Uses of Funds:... $8,609, Includes net original issue premium of $458, Includes estimated fees of attorneys and accountants, Underwriter s Discount and expenses, premiums for municipal bond insurance and a surety bond policy, cost of printing, bond validation fees, rating agency s fee, initial fee of Bond Registrar and Paying Agent, and other miscellaneous fees and expenses. The Refunding Program Pursuant to the provisions of the Original Resolution, as amended and supplemented by the 2005 Supplemental Resolution, the Authority issued and delivered $17,550,000 in aggregate principal amount of its CARROLL COUNTY WATER AUTHORITY WATER AND SEWERAGE REFUNDING AND IMPROVEMENT REVENUE BONDS, SERIES 2005 (the Series 2005 Bonds ), which bonds have as security for the payment thereof a first priority pledge of and lien on the Net Revenues of the System. A portion of the Series 2005 Bonds were advanced refunded from proceeds of the Series 2012 Bonds, however the Series 2005 Bonds, not advance refunded, are currently outstanding and unpaid in the aggregate principal amount of $8,170,000. The principal of the Series 2005 Bonds mature on July 1 in the years and amounts and bear interest at the rates as follows: 10

19 Year Principal Amount Interest Rate Year Principal Amount Interest Rate 2016 $880, % , % , , , , ,005, , ,065, , ,120, , ,155, , , Proceeds from the sale of the Series 2015 Bonds will be used to currently refund and defease all outstanding Series 2005 Bonds on July 1, 2015 (the Redemption Date ). Simultaneously with the issuance and delivery of the Series 2015 Bonds, the Authority will enter into an Escrow Deposit Agreement with U.S. Bank, N.A., Atlanta, Georgia, as escrow agent (the Escrow Agent ) for the Refunded Bonds (the Escrow Agreement ). The amount so deposited shall be sufficient to purchase, or there will be purchased by the Authority and so deposited, certain Investment Securities (as defined in the Escrow Agreement), the principal of and interest on which will provide money which, together with the remaining money, if any, deposited with the Escrow Agent, shall be sufficient to pay the principal amounts maturing and interest on the Series 2005 Bonds on the Redemption Date. All Series 2005 Bonds will be redeemed on the Redemption Date. The Authority will give irrevocable instructions to U.S. Bank, N.A., as trustee for the Refunded Bonds, to call the Refunded Bonds for redemption on the Redemption Date. None of the money deposited with the Escrow Agent will be available to pay the principal of, premium, if any, or interest on the Series 2015 Bonds and the owners of the Series 2015 Bonds will have no claim to any of said amounts. The Authority acknowledges and intends that, by virtue of the aforesaid deposits with the Escrow Agent, the Refunded Bonds will be deemed to have been paid and that, consequently, the rights granted to the Holders of the Refunded Bonds under the 2005 Supplemental Resolution will have ceased, been terminated, and become void concurrently with the issuance and delivery of the Series 2015 Bonds. Security and Sources of Payment for the Series 2015 Bonds Pledge of Net Revenues of the System. The Act authorizes the Authority to pledge to the payment of its revenue bonds, and the interest thereon, all or any part of the Net Revenues of the System. In accordance with the Act, the Series 2015 Bonds will be payable from and secured by a pledge of and lien on Net Revenues of the System. The Net Revenues include fifty percent (50%) of all Availability Fees and Tap Fees, as each is defined in that certain Amendment to Contract (the Fairfield Fees herein), dated as of July 1, 1986 (the Amendment ), between the Authority and Westinghouse Communities, Inc., a Pennsylvania corporation ( Westinghouse ), as successor in interest to Treasure Lake of Georgia, Inc., formerly a Delaware corporation and now dissolved, amending that certain agreement, dated March 1, 1981, between the Authority and Westinghouse (the Contract ), in accordance with the terms of the Contract, and the Amendment, as interpreted and enforced in accordance with the provisions of the Consent Order Settling Action and Final Judgment, CV Number C85-126N, issued in the United States District Court for the Northern District of Georgia, Newnan Division. The remaining fifty percent (50%) of the Availability Fees are paid to Westinghouse, while the remaining fifty percent (50%) of the Tap Fees are to be applied by the Authority to expand the Fairfield Plantation wastewater treatment facilities. 11

20 The Net Revenues so pledged shall immediately be subject to the charge or lien of said pledge without any physical delivery thereof or other act, and the charge or lien of said pledge shall be valid and binding against the Authority and against all parties having claims of any kind against the Authority whether such claims shall have arisen from a tort, contract or otherwise and irrespective of whether such parties have notice of such pledge. The lien created on the Net Revenues of the System by the Bond Resolution to secure payment of the Series 2015 Bonds and the Series 2012 Bonds shall be prior and superior to any lien or pledge that may be created hereafter to secure any obligations having as their security a lien on the Net Revenues of the System. The Authority is in compliance with all covenants and undertakings in connection with its Series 2012 Bonds payable from the Net Revenues of the System, including the 2005 Supplemental Resolution, which is in full force and effect and has not been repealed, altered, or amended in any respect which will adversely affect the rights or interests of the owners of any of said series of bonds. After giving effect to the refunding and defeasance of the Refunded Bonds, the outstanding revenue bonds of the Authority secured by a first and prior pledge or lien on the Net Revenues of the System shall consist of the Series 2012 Bonds and the Series 2015 Bonds. See THE SERIES 2015 BONDS, -Rate Covenant and Appendix B: FORM OF THE BOND RESOLUTION. Debt Service Reserve. Payment of principal of and interest on the Series 2015 Bonds will also be secured by the Debt Service Reserve Requirement (as defined in the Bond Resolution) held in the Debt Service Reserve Account within the Sinking Fund, which is held in trust for the owners of the Series 2015 Bonds under the terms of the Bond Resolution. The Debt Service Reserve Requirement for the Series 2015 Bonds will be secured by a debt service reserve surety bond to be issued by Assured Guaranty Municipal Corp. concurrently with the delivery of the Series 2015 Certificates. The surety bond will be issued in the amount equal to the Debt Service Reserve Requirement. Limited Obligations. The Series 2015 Bonds are limited obligations of the Authority. The principal of and redemption premium, if any, and interest on the Series 2015 Bonds are not payable from, and are not a charge upon, any funds of the Authority other than the Net Revenues of the System. The Series 2015 Bonds do not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Authority, other than the Net Revenues of the System. Investment of Money For a description of the provisions governing the investment of the amounts held to pay debt service on the Series 2015 Bonds, see Appendix B: FORM OF THE BOND RESOLUTION attached hereto. Rate Covenant The Authority has placed into effect a schedule of rates, fees and charges for the services, facilities and commodities furnished by the System and as often as it shall appear necessary, the Authority shall revise and adjust such schedule of rates, fees and charges for either water or sewerage services and facilities, or both, to the extent necessary to produce funds sufficient to operate and maintain the System on a sound businesslike basis and to create and maintain the Sinking Fund as provided in amounts sufficient to discharge the payment of the principal of and the interest on the Series 2012 Bonds, the Series 2015 Bonds and any future parity issues as the same become due and payable in the then current Sinking Fund Year, either at maturity or by proceedings for mandatory redemption, and to create and maintain a reserve therefor in the amount as 12