Ordinance 2009-07 ("Refinancing of the 1998 Sewer Bonds")

ORDINANCE NO.        
AUTHORIZING
CITY OF RUSSELLVILLE, KENTUCKY
WATER AND SEWER REFUNDING REVENUE BONDS
SERIES 2009INDEX TO BOND ORDINANCE
Page
Section 1 Definitions .......................................................2
Section 2 Authorization of Current Bonds ......................................9
Section 3 Bonds Issued as Fully Registered Bonds; Place of Payment;
Manner of Execution; Exchange and Transfer of Current Bonds ..........10
Section 4 Provisions as to Mandatory and Optional Redemption ....................12
Section 5 Reaffirmation of Declaration of Combined and Consolidated System ........13
Section 6 Mutilated, Lost, Stolen or Destroyed Bonds ............................13
Section 7 Authentication of Bonds ...........................................14
Section 8 Bonds Payable out of Revenues on a Parity With Prior Bonds ..............14
Section 9  Bond Form ......................................................14
Section 10 Sale of Bonds ....................................................14
Section 11 Parity Coverage Requirements ......................................15
Section 12 Ratification of Prior Bond Ordinances; Flow of Funds ....................15
Section 13 Disposition of Proceeds of the Current Bonds  ..........................19
Section 14 Arbitrage Limitations..............................................19
Section 15 Parity Bonds; Inferior Bonds ........................................20
Section 16 Rate Covenant ...................................................22
Section 17 All Bonds of this Issue Are Equal ....................................23
Section 18 Defeasance and/or Refunding of Current Bonds .........................23
Section 19 Covenant to Require Use of Sewer System.............................23
Section 20 Contractual Nature of Ordinance.....................................23
Section 21 Appointment and Duties of Bond Registrar And Paying Agent .............24
Section 22 Provisions in Conflict Repealed .....................................25
Section 23 Covenant of City to Take All Action Necessary to Assure
Compliance with the Internal Revenue Code of 1986 ....................25
Section 24 Insurance .......................................................26
Section 25 Records, Audits and Reports ........................................27
Section 26 Event of Default; Rights of Bondowners Upon Occurrence of Event of Default 27
Section 27 Provisions with Respect to any Bond Insurance Policy and
Reserve Account Insurance Policy ..................................28
Section 28 Supplemental Ordinances Not Requiring Consent of Bondowners ...........35
Section 29 Supplemental Ordinances Requiring Consent of Bondowners ..............35
Section 30 Annual Disclosure Requirements ....................................36
Section 31 Designation of Series 2009 Bonds as Qualified Tax-exempt Obligations .....37
Section 32 Signatures of Officers .............................................37
Section 33 Severability Clause ...............................................37
Section 34 Effective Date of Ordinance; Publication Of Summary ...................38
Certificate of City Clerk ...........................................39
Acceptance by The Bank of New York Mellon Trust Company, N.A., as Bond
Registrar,
Paying Agent and Transfer Agent ..................................40
Exhibit A - Form of Bond
BOND ORDINANCEAN ORDINANCE OF THE CITY OF RUSSELLVILLE, KENTUCKY,
AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF
CITY OF RUSSELLVILLE, KENTUCKY WATER AND SEWER
REFUNDING  REVENUE BONDS, SERIES 2009, DATED THE DATE OF
ISSUANCE, UNDER THE  PROVISIONS OF CHAPTER 82 AND SECTIONS
58.010 THROUGH 58.140  OF THE KENTUCKY REVISED STATUTES, FOR
THE PURPOSE OF REFUNDING OF CERTAIN  OBLIGATIONS OF THE
CITY'S COMBINED AND CONSOLIDATED WATER AND SEWER
SYSTEM.
WHEREAS, the City of Russellville (the "City"), a fourth class city, of Logan County,
Kentucky, presently owns and operates the combined and consolidated water and sewer system (the
"System") of said City; and
WHEREAS, the City has heretofore issued its City of Russellville, Kentucky Water and
Sewer Revenue Bonds of 1998, dated October 1, 1998 (the "Series 1998 Bonds") in the original
principal amount of $5,535,000 authorized by an ordinance enacted by the City Council of the City
on October 20, 1998 (the "1998 Bond Ordinance"); and
WHEREAS, the City desires to refund the outstanding Series 1998 Bonds; and
WHEREAS, in and by the 1998 Bond Ordinance, (the "Prior Bond Ordinance"), the right
and privilege were reserved by the City under conditions and restrictions therein set out, of issuing
additional bonds from time to time, payable from the income and revenues of the System and
ranking on a parity with the Prior Bonds, which conditions and restrictions are found to currently
exist and prevail so as to permit the issuance of certain proposed additional bonds so as to rank,
when issued, on a parity with the outstanding Prior Bonds; and
WHEREAS, it is deemed necessary and advisable for the best interests of the City that the
City Council authorize the issuance and sale of $3,510,000 (plus or minus up to $350,000) of City
of Russellville, Kentucky Water and Sewer Refunding Revenue Bonds, Series 2009, dated the date
os issuance (the "Series 2009 Bonds"), for the purpose of defraying the cost (not otherwise provided)
of refunding the outstanding Series 1998 Bonds; and
WHEREAS, under the provisions of Chapter 82 and Sections 58.010 through
58.140,inclusive, of the Kentucky Revised Statutes, and under the provisions of the Prior Bond
Ordinance, the City is authorized to issue the Current Bonds to provide such funds for the purpose
aforesaid;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY OF RUSSELLVILLE,
KENTUCKY, AS FOLLOWS:
Section 1.  Definitions.  As used in this Ordinance, unless the context requires otherwise:
"Act" refers to Chapter 82 and Sections 58.010 through 58.140, inclusive, of the Kentucky
Revised Statutes.
3"Bond Counsel" refers to a nationally recognized firm of Bond Counsel including the firm
of Rubin & Hays, Louisville, Kentucky, which firm has prepared the legal proceedings for the
issuance of the Current Bonds, has furnished all of the customary services of Bond Counsel in this
financing and will continue to furnish such services until the Current Bonds are delivered and paid
for, including the rendering of the final approving legal opinion with regard to the legality of the
Current Bonds and the tax exemption of the interest thereon. 
"Bond Insurance Policy" refers to an insurance policy issued by the Bond Insurer,
guaranteeing the scheduled payment of principal of and interest on the Bonds when due.
"Bond Insurer" refers to any corporation, association or other entity which is engaged in the
business, among other things, of insuring or guaranteeing the payment of the principal of and interest
on municipal bond issues, and with respect  to the Series 2009 Bonds shall refer to
_________________, New York, New York.
"Bond Ordinance of 1991" or "1991Bond Ordinance" refers to the Ordinance authorizing
the Series 1991 Bonds, which 1991 Bond Ordinance was enacted by the City Council on January
8, 1992.
"Bond Ordinance of 1998" or "1998 Bond Ordinance" refers to the Ordinance authorizing
the Series 1998 Bonds, which 1998 Bond Ordinance was enacted by the City Council of the City
on October 20, 1998.
"Bondowner" or "Owner" means and contemplates, unless the context otherwise indicates,
the registered owner of one or more of the Current Bonds at the time issued and outstanding
hereunder.
"Bond Register" means the books and records maintained by the Bond Registrar as to the
registered ownership and transfers of ownership of the Current Bonds from time to time. 
"Bond Registrar",  "Transfer Agent" or  "Paying Agent" refers to the bank which shall
constitute the Bond Registrar, Transfer Agent and Paying Agent with respect to the Current Bonds,
which Paying Agent shall have the duties and responsibilities of (a) issuing semiannual checks in
payment of interest requirements as to the Current Bonds, (b) paying the principal (and redemption
price, if any) of same at maturity or applicable redemption prior to maturity upon surrender of the
Current Bonds, (c) authenticating, issuing and delivering the Current Bonds to the original
purchasers of same in accordance with the sale of the Current Bonds, at the direction of the City (d)
maintaining the Current Bonds register, (e) handling exchanges, cancellations, reissuance,
redemption and all apparent duties of a Bond Registrar and Transfer Agent with respect to the
Current Bonds, as hereinafter set out, and (f) serving as a depository in which all the Funds created
in the Prior Bond Ordinance have been, are and will continue to be deposited. The Bond Registrar,
Transfer Agent and Paying Agent hereby designated is The Bank of New York Mellon Trust
Company, N.A.; provided, however, it is understood that the City reserves the right to designate a
different Federal Deposit Insurance Corporation insured institution to perform any and all of such
functions of Bond Registrar, Transfer Agent and Paying Agent as to the Current Bonds.
4"Bonds" refers to the Current Bonds and any additional Parity Bonds. 
"Certified Public Accountants" refers to an independent Certified Public Accountant or firm
of Certified Public Accountants, duly licensed in affairs of the System and/or of other City financial
matters.  Until otherwise directed by the Governing Body of the City, such term shall be deemed to
refer to the firm of ________________, ______________, Kentucky.
"City" refers to the City of Russellville, in Logan County, Kentucky.
"City Clerk" refers to the City Clerk of the City.
"City Council" means the City Council of the City or such other body as shall be the
governing body of said City under the laws of Kentucky at any given time.
"Code" refers to the United States Internal Revenue Code of 1986, as amended, and any
regulations issued thereunder.
"Current Bonds" refers to the Series 2009 Bonds.
"Current Bond Ordinance" refers to this Ordinance authorizing the Current Bonds.
"Date of Issuance" refers to the date the Series 2009 Bonds are issued and delivered to the
Purchasers.
"Depository" means any securities depository that is a clearing agency under federal law
operating and maintaining, with its participants or otherwise, a book entry system to record
ownership of book entry interests in the Bonds, and to effect transfers of book entry interests in the
Bonds in book entry form, and includes and means initially The Depository Trust Company (a
limited purpose trust company), New York, New York.
"Depository Bank" refers to the bank in which the Funds referred to in this Ordinance will
be deposited and maintained, unless and until the Superintendent designates a different FDIC
instrumentality or instrumentalities as the depositories for such Funds; and shall at the date of this
Ordinance refers to The Bank of New York Mellon Trust Company, N.A.
"Depreciation Fund" refers to the Depreciation Fund created in this Current Bond Ordinance.
"Eligible Investments" refers to the following:
(a)  Obligations of the United States and of its agencies and instrumentalities,
including obligations subject to repurchase agreements, if delivery of these obligations
subject to repurchase agreements is taken either directly or through an authorized custodian.
These investments may be accomplished through repurchase agreements reached with
sources including, but not limited to, national or state banks chartered in Kentucky;
5(b)  Obligations and contracts for future delivery or purchase of obligations backed
by the full faith and credit of the United States or a United States government agency,
including but not limited to:
(i) United States Treasury;
(ii) Export-Import Bank of the United States;
(iii) Farmers Home Administration;
(iv) Government National Mortgage Corporation; and
(v) Merchant Marine bonds;
(c)  Obligations of any corporation of the United States government, including but
not limited to:
(i) Federal Home Loan Mortgage Corporation;
(ii) Federal Farm Credit Banks;
(iii) Bank for Cooperatives;
(iv) Federal Intermediate Credit Banks;
(v) Federal Land Banks;
(vi) Federal Home Loan Banks;
(vii) Federal National Mortgage Association; and
(viii) Tennessee Valley Authority;
(d)  Certificates of deposit issued by or other interest-bearing accounts of any bank
or savings and loan institution which are insured by the Federal Deposit Insurance
Corporation or similar entity or which are collateralized, to the extent uninsured, by any
obligations, including surety bonds, permitted by KRS 41.240(4);
(e)  Uncollateralized certificates of deposit issued by any bank or savings and loan
institution rated in one (1) of the three (3) highest categories by a nationally recognized
rating agency;
(f)  Bankers' acceptances for banks rated in one (1) of the three (3) highest categories
by a nationally recognized rating agency;
(g)  Commercial paper rated in the highest category by a nationally recognized rating
agency;
(h)  Bonds or certificates of indebtedness  of this state and of its agencies and
instrumentalities;
(i)  Securities issued by a state or local government; or any instrumentality or agency
thereof, in the United States, and rated in one (1) of the three (3) highest categories by a
nationally recognized rating agency;
(j)  Shares of mutual funds, each of which shall have the following characteristics:
6(i) The mutual fund shall be an open-end diversified investment
company registered under the Federal Investment Company Act of 1940, as
amended;
(ii) The management company of the investment company shall
have been in operation for at least five (5) years; and
(iii) All of the securities in the mutual fund shall be eligible
investments listed in (a) through (i) above; and
(k)  Any other lawful investment authorized by the Kentucky Revised Statutes to be
utilized by local governments with a rating equal to or higher then the rating of the Bonds,
as rated by each rating agency then rating the Notes, including an investment agreement with
investment agreement provider whose obligations have a current rating at least equal to the
rating on the Bonds.
"Engineer" or "Independent Consulting Engineer" refers to an Independent Consulting
Engineer or firm of Engineers of excellent national reputation or of recognized excellent reputation
in Kentucky in the fields of waterworks and sewer engineering.
"Escrow Agent" refers to The Bank of New York Mellon Trust Company, N.A.
"Escrow Agreement" refers to the Escrow Agreement dated as of the Date of Issuance by and
between the City and the Escrow Agent.
"Financial Advisor" refers to J.J.B. Hilliard, W.L. Lyons, LLC, Louisville, Kentucky.
"Funds" refers to the Revenue Fund, the Sinking Fund, the Sinking Fund Reserve, the
Operation and Maintenance Fund and the Depreciation Fund.
"Generally Accepted Accounting Principles" or  "GAAP" means those principles of
accounting set forth in statements of the Financial Accounting Standards Board or which have other
substantial authoritative support and are applicable in the circumstances as of the date of a report,
as such principles are from time to time supplemented and amended.
"Governing Body" refers to the City Council of the City, or such other body as shall be the
governing body of said City under the laws of Kentucky at any given time.
"Gross Revenues" means (i) all amounts received by the City in respect to the System,
including but not limited to the sale of water or the treatment of wastewater; (ii) all connection or
disconnection fees and (iii) all interest, profits or other income derived from the investment of
amounts in any of the System's funds or accounts.
"KIA Loan" refers to the outstanding loan from the Kentucky Infrastructure Authority’s
"federally assisted wastewater revolving fund" pursuant to which the City entered into an Assistance
7Agreement (the "KIA Agreement") and whereby the City has approximately $233,000 of debt
outstanding thereunder, such amount being subordinate to the Bonds.
"Interest Payment Date" shall mean April 1 and October 1 of each year, commencing
April 1, 2010.
"Mayor" refers to the Mayor of the City.
"Net Revenues" means, with respect to any period of calculation, Gross Revenues less
Operating Expenses, other than (i) expenses incurred with respect to property the acquisition of
which has been financed from the proceeds of Bonds, (ii) depreciation, (iii) amortization and (iv)
interest on Outstanding Bonds; provided that no determination thereof shall take into account: (a)
insurance proceeds payable as a result of casualty or other similar circumstances (other than the
proceeds of business interruption insurance); (b) gains and losses from the sale of capital assets and
from other extraordinary items; and (c) gains and losses attributable to refundings, advance
refundings and other early extinguishment of indebtedness.
"Operating Expenses" means any expense of the City related to the operations, management
and maintenance of the System, properly charged as an operating expense in accordance with
GAAP, including but not limited to salaries; wages; costs of maintenance, materials and supplies;
insurance; maintenance expenditures; tax equivalent payments; transmission costs; fees and costs
of paying agents, attorneys, consultants and others; costs associated with studies and reports; and
permit fees all of which relate to the System. 
"Outstanding Bonds" refers to the outstanding Bonds, and does not refer to any bonds which
have been defeased in accordance with this Current Bond Ordinance.
"Parity Bonds" means bonds issued in the future, which bonds issued in the future will,
pursuant to the provisions of this Current Bond Ordinance, rank on a basis of parity with the
Outstanding Bonds, and shall not be deemed to include, nor to prohibit the issuance of, bonds
ranking inferior in security to the Outstanding Bonds.
"Participants" means those broker-dealers, banks and other financial institutions from time
to time for which the Depository holds Bonds as securities depository and for whom the Depository
effects book-entry transfers and pledges of securities deposited with the Depository.
"Prior Bond Ordinance" refers to the 1998 Bond Ordinance.
"Prior Bonds" refers to the Series 1998 Bonds.
"Purchasers" refers to the original purchasers of the Current Bonds at the public sale,
including all members of their purchasing syndicate or group.
"Record Date" shall mean with respect to any Interest Payment Date, the close of business
on March 15 or September 15, as the case may be, next preceding such Interest Payment Date,
whether or not such March 15 or September 15 is a business day.
8"Refunding Program" refers to the refunding of the Series 1998 Bonds through the issuance
of the Current Bonds.
"Required Reserve" means an amount, as of any particular date of computation, equal to the
lesser of (i) 10% of the proceeds of the Bonds, (ii) 100% of the greatest amount required in the then
current or any future Bond Year to pay the principal and interest requirements on the Outstanding
Bonds or (iii) 125% of the average of the annual principal and interest requirements on the
Outstanding Bonds. 
"Reserve Account Insurance Policy" refers to an insurance policy issued by a Reserve
Account Insurance Policy Provider, guaranteeing the payment of whatever reserve account or
commitment related thereto is described in such insurance policy.
"Reserve Account Insurance Policy Provider" refers to any corporation, association or other
entity which is engaged in the business, among other things, of providing surety on certain funds
created or required to be maintained hereunder.
"Revenue Fund" refers to the City of Russellville Water and Sewer Bond Revenue Fund
created in this Current Bond Ordinance and which Revenue Fund will continue to be maintained for
the benefit of all of the Bonds.
"Series 1991 Bonds" refers to the original authorized $148,000 of City of Russellville Water
and Sewer Revenue Bonds of 1991, dated March 9, 1993, such Series 1991 Bonds being subordinate
to the Bonds.
"Series 1998 Bonds" refers to the original authorized $5,535,000 of City of Russellville,
Kentucky Water and Sewer Refunding Revenue Bonds of 1998, dated October 1, 1998.
"Series 2009 Bonds" refers to the City of Russellville, Kentucky Water and Sewer Refunding
Revenue Bonds, Series 2009, dated the Date of Issuance, authorized herein.
"Sinklng Fund" refers to the City of Russellville Water and Sewer Bond and Interest
Redemption Fund created in this Current Bond Ordinance and which Sinking Fund will continue
to be maintained for the benefit of all of the Bonds.
"Sinking Fund Reserve" refers to the City of Russellville Water and Sewer Bond Sinking
Fund Reserve Account created in this Current Bond Ordinance.
"System" refers to the City water and sewer systems which have been heretofore combined
and consolidated into a single revenue-producing public water and sewer project or system, together
with all future extensions, additions and improvements to said System.
"Term Bonds" refers to the Current Bonds, if any, which are required to be mandatorily
redeemed in accordance with the schedule set out in the Mayor's Sale Certificate.
"Treasurer" refers to the Treasurer of the City.
9"U.S. Obligations" refers to bonds, notes, or Treasury Bills which are direct obligations of
the United States of America or obligations fully guaranteed by the United States of America,
including book-entry obligations of the United States Treasury-State and Local Government Series,
and Trust Receipts representing an ownership interest in direct obligations of the United States.
Section 2.  Authorization of Current Bonds.  That pursuant to the Constitution and laws
of Kentucky, and particularly said Sections 58.010 to 58.140, inclusive of the Kentucky Revised
Statutes, there are hereby authorized to be presently issued and sold $3,510,000 (plus or minus up
to $350,000) principal amount of City of Russellville, Kentucky Water and Sewer Refunding
Revenue Bonds, Series 2009, dated the Date of Issuance, for the purpose of providing funds for the
Refunding Program.  The Series 2009 Bonds shall mature on April 1 and October 1, in the years
2010 through 2018, and on April 1, 2019, in such principal amounts, and shall bear interest payable
semiannually on April 1 and October 1 of each year (hereinafter referred to as the "Interest Payment
Date"), commencing April 1, 2010, at an interest rate or rates to be fixed as a result of the advertised
sale of the Series 2009 Bonds.
Section 3.  Bonds Issued as Fully Registered Bonds; Place of Payment; Manner of
Execution; Exchange and Transfer of Current Bonds.  The principal of, redemption price, if any,
and interest on the Current Bonds shall be payable in lawful money of the United States of America.
Principal of or redemption price of the Current Bonds is payable upon surrender thereof at the main
office of The Bank of New York Mellon Trust Company, N.A., in Louisville, Kentucky, as the Bond
Registrar, Paying Agent and Transfer Agent for the Current Bonds as hereinafter provided.  Interest
on the Current Bonds shall be paid by check by said Paying Agent to each registered owner of said
Current Bonds as of the first day of the month preceding each Interest Payment Date on the Current
Bonds and mailed to each such owner at the address appearing on the Bond Register maintained by
said Bond Registrar.
Subject to the provisions of this Section, (i) the principal of and any premium on any Bond
shall be payable when due (a) on any Bond held in a book entry system, registered in the name of
a Depository or its nominee, in next day or federal funds by check or wire transfer delivered or
transmitted to the Depository or its authorized representative upon presentation and surrender of
such Bond at the principal office of the Paying Agent or at the office, designated by the Paying
Agent, of any Paying Agent, and (b) on any Bond not in a book entry system, to a Holder upon
presentation and surrender of such Bond at the principal office of the Paying Agent or at the office
designated by the Paying Agent,  and (ii) interest on any Bond shall be paid on each Interest
Payment Date (a) on any Bond held in a book entry system, registered in the name of a Depository
or its nominee, in next day or federal funds by check or wire transfer delivered or transmitted to the
Depository or its authorized representative and (b) on any Bond not in a book entry system, to the
Person in whose name the Bond is registered at the close of business on the Record Date applicable
to that Interest Payment Date on the Register at the address appearing therein by check or draft
which the Paying Agent shall cause to be mailed on the Interest Payment Date such interest is due.
Anything herein to the contrary notwithstanding, in the case of any Bonds registered in the
name of the Depository or its nominee, the Paying Agent shall comply with the requirements stated
in the Depository Operational Arrangements memorandum dated June 29, 1987 (as it may be
amended, modified or superseded) and with the provisions of the Letter of Representations from
10each of them to the Depository executed and delivered with respect to the Bonds.  Specifically, the
Paying Agent shall make payments on the Bonds and will provide notices of redemption to the
Depository in the manner and at the times set forth in such memorandum and shall regard the
Depository as the Holder of such Bonds for all purposes hereunder, except for the purpose of giving
any consent requested of Holders of Bonds pursuant to this Resolution, in which case the Depository
will mail an Omnibus Proxy to the District which assigns the Depository's or its nominee's voting
rights to the participants in the Depository having the Bonds credited to their accounts as of the
record date for mailing of requests for consents (who are identified in a list attached to the Omnibus
Proxy).  The City agrees hereby to promptly provide the Omnibus Proxy to the Paying Agent, which
shall then treat the Participants as Holders of Bonds for purposes of obtaining such consents.
The Current Bonds shall be issuable as fully registered Current Bonds in the denomination
of $5,000 or any integral multiple thereof and shall be numbered consecutively from R-1 upward.

The Current Bonds shall be executed on behalf of the City, with the duly authorized
reproduced facsimile signature of the Mayor of the City, attested by the reproduced facsimile
signature of the City Clerk; and said officials, by the execution of appropriate certifications, shall
adopt as and for their own proper signatures, their respective facsimile signatures on said Current
Bonds; provided the Authentication Certificate of Bond Registrar must be executed by the manual
signature of the Bond Registrar on each Current Bond before such Current Bond shall be valid and
obligatory.
Pending the preparation of the definitive Current Bonds, the City may execute and, upon the
City's request, the Bond Registrar shall authenticate and deliver, one or more temporary Current
Bonds which may be printed, lithographed, typewritten, mimeographed or otherwise reproduced,
in any denomination, substantially of the tenor of the definitive Current Bonds in lieu of which they
are delivered, in registered form, and with such appropriate insertions, omissions, substitutions and
other appropriate and necessary variations as to officers of the City executing such temporary
Current Bonds may determine, as evidenced by their signing such temporary Current Bonds. 
Until exchanged for Current Bonds in definitive form, such temporary Current Bonds shall
be entitled to the benefit and security of this Ordinance.  The City shall, without unreasonable delay,
prepare, execute and deliver printed Current Bonds to the initial purchasers thereof and/or their
designees, and thereupon, upon the presentation and surrender of the temporary Current Bonds, such
printed Current Bonds shall be delivered to such initial purchasers and/or their designees in
exchange therefor.  Such exchange shall be made without the making of any charge therefor to any
owner of the Current Bonds. 
The Current Bonds shall be exchangeable and transferable upon the presentation and
surrender thereof at the office of the Bond Registrar, duly endorsed for transfer or accompanied by
an assignment duly executed by the registered owner or such owner's authorized representative, for
a Current Bond or Current Bonds of the same maturity and interest rate and in the denomination of
$5,000 and/or a multiple thereof within a single maturity, in an aggregate principal amount or
amounts equal to the unpaid principal amount of the Current Bond or Current Bonds presented for
exchange.  The Bond Registrar shall be and is hereby authorized to authenticate and deliver
exchange Current Bonds in accordance with the provisions of this Section 3.  Each exchange Current
11Bond delivered in accordance with this Section 3 shall constitute an original contractual obligation
of the City and shall be entitled to the benefits and security of this Ordinance to the same extent as
the Current Bond or Current Bonds in lieu of which such exchange Current Bond is delivered.  The
Bond Registrar will not be obligated to transfer or exchange any Current Bond (a) during any period
beginning five (5) days prior to the selection by the Bond Registrar of Current Bonds to be redeemed
prior to maturity and ending on the date of mailing of notice of any such redemption, or (b) if such
Current Bond has been selected or called for redemption in whole or in part.
In the event of non-payment of interest on one or more maturities of the Current Bonds on
a scheduled Interest Payment Date, and for thirty (30) days thereafter, a new record date for such
interest payment for such maturity or maturities ("Special Record Date") will be established by the
Bond Registrar, if and when funds for the payment of such interest shall have been received from
the City.  Notice of the Special Record Date and of the scheduled payment date of the past due
interest ("Special Payment Date"), which shall be fifteen (15) days after the Special Record Date,
shall be sent at least five (5) business days prior to the Special Record Date by United States Mail,
first class postage prepaid, to the address as shown on the register of Current Bonds maintained by
the Bond Registrar of each owner of a Current Bond of such maturity or maturities appearing on the
books of the Bond Registrar at the close of business on the last business day next preceding the date
of mailing such notice.
Section 4.  Provisions as to Mandatory and Optional Redemption.   (a) Mandatory
Redemption of Term Bonds.  The Term Bonds, if any, must be mandatorily redeemed on April 1
and/or October 1 in each of the respective years set forth in the mandatory redemption schedule set
forth in the Certificate of the Mayor (the "Sale Certificate") accepting the successful bids on the
Current Bonds.  The Term Bonds to be so redeemed shall be selected by the Bond Registrar by lot
in such manner as may be determined in the discretion of the Bond Registrar. Such Term Bonds due
shall be so mandatorily redeemed at 100% of the aggregate principal amounts specified in the Sale
Certificate for each year plus accrued interest to the respective dates of mandatory redemption.
At the option of the City, to be exercised at least 45 days prior to the date for application of
the mandatory redemption of the Term Bonds, if any, the City may receive a credit against the
mandatory redemption requirement for Term Bonds subject to the application of such mandatory
redemption requirement which, prior to the date for application of such requirement (and for which
a credit has not previously been taken) (i) have been redeemed other than through the application
of such mandatory redemption procedure, and cancelled by the Bond Registrar, or (ii) have been
delivered to the Bond Registrar by the City for cancellation.
(b)  Optional Redemption.  The Current Bonds shall not be subject to optional redemption.
(c) Redemption of less than a Single Current Bond.  In the event that a Current Bond subject
to redemption is in a denomination larger than $5,000, a portion of such Current Bond may be
redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof, if the
Current Bond is one of the maturities or amounts or part of the maturities or amounts called for
redemption.  Upon surrender of any Current Bond for redemption in part, the Bond Registrar shall
authenticate and deliver an exchange Current Bond or Current Bonds in an aggregate principal
amount equal to the unredeemed portion of the Current Bond so surrendered.
12(d) Notice of Redemption.  The Bond Registrar shall give notice of any redemption by
sending at least one such notice by first class United States mail not less than 30 and not more than
60 days prior to the date fixed for redemption to the registered owner of each Current Bond to be
redeemed in whole or in part at the address shown on the Register of Bonds maintained by the Bond
Registrar as of the date of mailing of such notice.  The Bond Registrar may furnish one other form
of such notice more than 60 days prior to the date fixed for redemption, provided at least one such
notice shall be sent not less than 30 nor more than 60 days prior to such date.  Such notice shall state
the redemption date, the redemption price, the amount (or number of months) of accrued interest
payable on the redemption date, the place at which the Current Bonds are to be surrendered for
payment, and, if less than all of the Current Bonds are to be redeemed, an identification of the
Current Bonds or portions thereof to be redeemed.  Any notice mailed as provided in this Section
shall be conclusively presumed to have been duly given, whether or not the Bondowner receives
such notice.  Upon presentation and surrender of any such Current Bond at the main corporate trust
office of the Bond Registrar on or after the date fixed for redemption, the Bond Registrar shall pay
the redemption price of such Current Bond (including accrued interest) from the funds provided for
such purpose.
All of said Current Bonds as to which the City reserves and exercises the right of redemption
and as to which notice as aforesaid shall have been given, and for the retirement of which, upon the
terms aforesaid, funds are duly provided, will cease to bear interest on the redemption date.
The required notice shall be deemed to have been given upon the City furnishing notice of
redemption to the Bond Registrar and upon the Bond Registrar acknowledging that it has
instructions to send such notice  and that it will do so at the proper time, even if the time for
furnishing such notice has not yet arrived.
Section 5.  Reaffirmation of Declaration of Combined and Consolidated System.  The
previous action of the City (declared and reaffirmed in the Prior Bond Ordinance) in declaring the
existing waterworks and sewer systems of the City to constitute a combined and consolidated
revenue-producing public project or System within the meaning of Sections 58.0 10 through 58.140,
inclusive, of the Kentucky Revised Statutes, is hereby authorized, approved, ratified and confirmed;
and so long as any Bonds shall remain outstanding, said System shall be owned, controlled,
operated, and maintained on a revenue-producing basis, for the security and source of payment of
the Bonds, under the authority hereinbefore stated.
Section 6.  Mutilated, Lost, Stolen or Destroyed Bonds.  If any Current Bond shall be
mutilated, lost, stolen or destroyed, the City may execute, authenticate and deliver a new Current
Bond of like maturity and tenor in lieu of and in substitution for the Current Bond mutilated, lost,
stolen or destroyed; provided that, in the case of any mutilated Current Bond, such mutilated Current
Bond shall first be surrendered to the City, and in the case of any lost, stolen or destroyed Current
Bond, there shall be first furnished to the City satisfactory evidence of the ownership of such Current
Bond and of such loss,  theft or destruction, together with indemnity satisfactory to the Bond
Registrar.  If any such Current Bond shall have matured, the City (through the Bond Registrar) may
pay the same instead of issuing a new Current Bond.  The City and/or the Bond Registrar may
charge the owner of such Current Bond its (their) reasonable fees and expenses in this connection.
13Section 7.  Authentication of Bonds.  The Current Bonds, after execution by the City, shall
be delivered to the Bond Registrar.  No Current Bond shall be valid or obligatory for any purpose
or be entitled to any security or benefit of this Current Bond Ordinance unless and until such Current
Bond has been duly authenticated by the Bond Registrar by the execution of the Authentication
Certificate of Registrar appearing on such Current Bond.  Such Certificate appearing on any Current
Bond shall be deemed to have been duly executed by the Bond Registrar if manually signed by an
authorized officer of the Bond Registrar.  It shall not be required that the same officer of the Bond
Registrar sign such Certificate on all of the Current Bonds.
The City shall deliver to the Bond Registrar a sufficient quantity of Current Bonds in blank
to enable the Bond Registrar to hold a quantity of Current Bonds in blank, after the initial delivery
of the Current Bonds, for future authentication and exchange for such Current Bonds as may be
exchanged and transferred from time to time.
Section 8.  Current Bonds Payable out of Revenues.   All of the Current Bonds, with
interest thereon, and any additional Parity Bonds that may be issued and outstanding under the
conditions and restrictions of this Current Bond Ordinance, are to be issued in anticipation of the
revenues to be derived from the operation of said System, all as hereinafter more specifically
provided, shall be payable out of the Sinking Fund, on a parity basis, and shall be a valid claim of
the holders thereof against said Sinking Fund and against a sufficient portion of the Gross Revenues
of the System pledged to said Sinking Fund.
The City reaffirms that it has outstanding the Seris 1991 Bonds and the KIA Loan which are
both subordinate to the lien of any Outstanding Bonds and the City shall timely provide all notices,
necessary to subordinate the Series 1991 Bonds and the KIA Loan to the Current Bonds.
Section 9.  Bond Form.  The Current Bonds shall be substantially in the form attached
hereto as Exhibit A.
Section 10.  Sale of Bonds.  The Current Bonds shall be sold at public sale immediately after
public advertisement as required by Chapter 424 of the Kentucky Revised Statutes, and the Mayor
and the City Clerk are authorized and directed to make such advertisement of a Notice of Bond Sale
in such form as may be prepared by Bond Counsel and as may be recommended by the Financial
Advisor to the City. 
Said bids shall be received in the office of the City Clerk and the Mayor shall accept the suc-
cessful bid for the Current Bonds, determine the exact principal amount, principal maturities and
rates of interest which said respective Current Bonds shall bear, provided that the net interest cost
on the respective Current Bonds shall not exceed 6%, and the principal amount, principal maturities
and interest rates of said respective Current Bonds shall be automatically fixed at the principal
amount, principal maturities and interest rates set out in said respective successful bids accepted by
the Mayor in the respective Sale Certificate, without the necessity of any further action by the Mayor
or the City Council fixing said principal amount, principal maturities and interest rates.  In addition,
the Mayor upon the advice of the Financial Advisor may change the dated date of the Current
Bonds.
14Forms of "Notice of Bond Sale," "Official Terms and Conditions of Sale of Bonds" and "Bid
Form" in substantially the forms attached hereto, are hereby approved.  The Notice of Bond Sale
shall be signed by the City Clerk, and shall be used for the purpose of publishing notice of the sale
of the Current Bonds.  Copies of the Official Terms and Conditions of Sale of Bonds and Bid Form
shall be furnished to a list of interested bidders and to any interested parties who may request the
same.
If for any reason it is determined that no bid should be accepted when the Current Bonds are
first offered for public sale, then, upon recommendation of the Financial Advisor for the City, the
Mayor is authorized to readvertise, if required, such Current Bonds for public sale and to approve
a revised Notice of Bond Sale, Bid Form and Official Terms and Conditions of Sale of Bonds, and
to distribute same to prospective bidders, without the necessity of the City Council taking any
further action or granting any further authority for such proceedings.
Upon the date and at the hour set forth for the opening and consideration of purchase bids,
as provided in the instruments hereinabove approved, the sealed bids theretofore received by the
City Clerk shall be publicly opened and publicly read by the presiding officer.  If there shall be one
or more bids that conform in all respects to the prescribed terms and conditions, the City Council
shall, on the same day that such bids are received or as soon thereafter as reasonably possible, reject
all bids or accept the best of such bids, as measured in terms of the lowest net interest cost to the
City, as calculated in the manner prescribed in the "Official Terms and Conditions of Sale of
Bonds," as is deemed in the best interest of the City.
If the Mayor shall accept a purchase bid for the Current Bonds, the Mayor shall issued a Sale
Certificate to that effect, supply proper evidence of such acceptance to the bidder submitting the
accepted bid, and thereupon arrangements shall be made for the Current Bonds to be printed and
delivered in accordance therewith and with the Official Terms and Conditions of Sale of Bonds.
Section 11.  Parity Coverage Requirements.  It is hereby declared that in accordance with
the provisions of the Prior Bond Ordinance, and prior to the issuance of any of the Current Bonds
hereby authorized, there will be procured and filed with the City Clerk of said City any and all
statements or certifications for the purpose of having both principal and interest on the Prior Bonds
and the Current Bonds hereby authorized payable on a parity from the income and revenues of said
System with said outstanding Prior Bonds.
Section 12.  Flow of Funds.    There has heretofore been established and hereby reaffirmed
the following funds or accounts, which are designated and maintained at the Depository Bank:
(1) City of Russellville, Kentucky Water and Sewer Bond Revenue Fund (the "Revenue
Fund").
(2) City of Russellville, Kentucky Water and Sewer Bond and Interest Redemption Fund
(the "Sinking Fund").

(3) In a separate account within the Sinking Fund the City of Russellville, Kentucky
Water and Sewer Sinking Fund Reserve Account (the "Sinking Fund Reserve").
15(4) City of Russellville, Kentucky Water and Sewer Bond Depreciation Fund (the
"Depreciation Fund").
(5) City of Russellville, Kentucky Water and Sewer Operation and Maintenance Fund
(the "Operation and Maintenance Fund").
The establishment and continued use of the foregoing funds is hereby ratified, confirmed and
approved.
Moneys deposited into such funds shall be maintained, invested and applied by the
Depository Bank in the following manner:
(a) Revenue Fund.  The System shall continue to be operated as a combined and
consolidated revenue-producing public project or System and shall be operated for the purpose of
this Ordinance on a Sinking Fund year basis commencing on July 1 of each calendar year and ending
on the next succeeding June 30 (hereinafter sometimes referred to as the "Sinking Fund Year") or
such other appropriate fiscal year as shall be designated by the Governing Body, and all of the gross
income and revenues of the System shall be set aside into the Revenue Fund from which fund sums
deposited therein shall be apportioned to the various funds and accounts as set out in the ensuing
subsections of this Section.
(b)  Sinking Fund.  There shall be transferred on or before the 1st day of each month from
the Revenue Fund and deposited into the Sinking Fund, to be apportioned as hereinafter set out:
(i)  A sum equal to one-sixth (1/6) or such lesser or greater amount necessary to
accumulate an amount to pay, the next succeeding interest installment to become due on the
Outstanding Bonds; plus
(ii)  A sum equal to one-twelfth (1/12) or such lesser or greater amount necessary to
accumulate an amount to pay the principal of the Outstanding Bonds on the next succeeding
principal payment date.
(iii)  There shall be deposited in each month into the Sinking Fund Reserve an
amount equal to at least 1/12 of the Required Reserve until such Required Reserve shall have
been accumulated; provided, however, that the foregoing requirement for monthly deposits
into this account shall be considered satisfied so that no deposit shall be required to be made
into that account so long as the amount on deposit therein (including the maximum amount
then payable under all Reserve Account Insurance Policies) shall equal the Required
Reserve.  The amounts on deposit representing the Required Reserve shall be held for the
benefit of the holders of the Bonds and any additional Parity Bonds and shall be used solely
for the purpose of paying principal of or interest on such Bonds or Parity Bonds as to which
there would otherwise be a default.
Provided, that in the event that any funds shall be paid by any Reserve Account Insurance
Policy or funds then on deposit shall be withdrawn from the Sinking Fund Reserve, the City shall
be obligated to transfer funds from the Revenue Fund to the Sinking Fund Reserve in each month
16in an amount equal to at least 1/12 of the Required Reserve until such Required Reserve has been
restored or until the face amount of the Reserve Account Insurance Policy (together with the amount
then on deposit in the Sinking Fund Reserve) shall equal the Required Reserve.
Amounts on deposit in the Sinking Fund Reserve, including amounts available under the
Reserve Account Insurance Policy, may be withdrawn and used by the City, when necessary, and
shall be so withdrawn and used if and to the extent necessary to prevent the occurrence of an Event
of Default, for the purpose of making payments of principal of and interest on the Bonds (including
both principal maturities and mandatory redemptions) if the amounts on deposit in the Sinking Fund
are not sufficient to make such payments.
If, whenever, and so long as the Sinking Fund Reserve contains more than one surety or
Reserve Account Insurance Policy, including any insurance policies issued by the Reserve Account
Insurance Policy Provider, any charge, draw, withdrawal, or other reduction in or from such Sinking
Fund Reserve must be made pro rata against such surety and/or Reserve Account Insurance Policies
after the depletion of any cash or assets other than surety bonds or policies.
Provided, however, that no further payments need be made into the Sinking Fund after and
so long as such amount of the Bonds shall have been retired that the amount then held in the Sinking
Fund, including the Sinking Fund Reserve, shall be equal to the entire amount required to retire
and/or redeem all Bonds and any Parity Bonds then outstanding and paying all interest that will
accrue to or at the time of such retirement and/or redemption.
If for any reason the City shall fail to pay into the Sinking Fund the amount required to be
paid into such Sinking Fund in any month, then an amount equal to such deficiency shall be set apart
from the Gross Revenues of the System and paid into the Sinking Fund from the first available
income and revenues.
All amounts on deposit in the Sinking Fund shall constitute a trust fund and shall be and are
hereby earmarked and pledged for the security and source of payment for the Bonds and any Parity
Bonds.
As and when additional Parity Bonds are issued, provision shall be made similarly for
increasing the Sinking Fund Reserve, if necessary and to the extent not fully funded concurrently
with the issuance of such Parity Bonds, to not less than the Required Reserve applicable to all Bonds
then scheduled to be outstanding (including the Prior Bonds, the Current Bonds and such additional
Parity Bonds).
(c) Depreciation Fund.  Amounts on deposit in the Depreciation Fund may be uses for
making repairs or improvements caused by any depreciation in the system and to make extensions,
additions or constructions to the system or to meet payment of interest on or principal of revenue
bonds to whatever extent and if for any reason funds in the Sinking Fund and the Sinking Fund
Reserve are insufficient for that purpose.  The monthly payments and deposits into said Depreciation
Fund shall be in an amount equal to $1,000 and shall be continued until, despite such withdrawals
as may be made from the Depreciation Fund for the authorized purposes thereof, a balance shall be
accumulated in the sum of $120,000; and thereafter, when by reason of withdrawals for authorized
17purposes such balance is reduced to less than $120,000 (as represented by cash or the market value
of investments for the account of said fund), the aforesaid monthly payments or deposits shall be
resumed and continued, as before, until restoration of the accumulated balance to said sum of
$120,000, on a monthly basis, in the amount of $1,000.
As and when additional Parity Bonds are issued, the City shall determine at the time of
issuance thereof (a) whether additional amounts shall be accumulated in the Depreciation Fund, (b)
the exact revision, if any, in the required deposits in such Depreciation Fund and (c) the revised total
amount necessary to be accumulated in such Depreciation Fund; whereupon covenants to that effect
shall be incorporated in the proceedings authorizing the issuance of such Parity Bonds.
(d)  Operation and Maintenance Fund.  So long as any Bonds payable from the revenues of
the System remain outstanding and unpaid, there shall continue to be deposited monthly into the
Operation and Maintenance Fund, from moneys remaining in the Revenue Fund, after making the
transfers required by Subsections (a), (b) and (c)  above, which are cumulative, sufficient funds to
meet the Current Expenses of operating and maintaining the System, and to accrue an operation and
maintenance reserve equal to estimated requirements for a one-month period pursuant to the annual
budget for the System.
(e)  Surplus Balances in the Revenue Fund.  If and whenever, on July 1 of any year, all
specified and required transfers and payments into the special funds hereinabove provided have been
made and there is a balance on deposit in the Revenue Fund in excess of the amount required to be
transferred during the ensuing two months of the ensuing Sinking Fund Year into said special funds,
all or any part of such excess may, within 60 days after such July 1, be used as follows:
(1) To retire or redeem outstanding Bonds in inverse order of maturities in
accordance with the terms thereof;
(2) To purchase Bonds at the sole option and discretion of the City, at a price not
to exceed the then applicable or next applicable redemption price of such respective series
of bonds;
(3) To transfer additional amounts to the Sinking Fund Reserve, the Operation
and Maintenance Fund and/or the Depreciation Fund;
(4) To repay any amounts, if any, drawn under the Reserve Account Insurance
Policy, including interest thereon;
(5) To pay the debt service requirements of any outstanding subordinate
obligations payable from the income and revenues of the System; or
(6) For any other lawful corporate purpose of the City.
Pending disbursement for the authorized purposes, moneys on deposit in the Funds shall be
invested by the Depository Bank as directed by the Mayor, the City Administrator or the City
Treasurer in Eligible Investments. 
18Unless otherwise provided for herein, interest earned on investments of sums on deposit in
the Fund, shall be carried to the credit of the Revenue Fund. 
Section 13.  Disposition of Proceeds of the Current Bonds.  Upon the sale and delivery
of the Current Bonds and upon receipt by the City of the purchase price thereof, the proceeds shall
be applied as follows:
(a) There shall first be deducted and paid from the proceeds of the sale of the Series 2009
Bonds the premium for the Bond Insurance Policy, the fee of the Financial Advisor, according to
the terms of the contract of said Financial Advisor, as heretofore approved, the fee of Bond Counsel
with reference to the issuance of the Series 2009 Bonds, any applicable rating agency fee or fees,
and any other pertinent expenses incident to the issuance, sale and delivery of the Series 2009 Bonds
and such other appropriate expenses as may be approved by the Mayor.
(b) For the purpose of paying the costs of the Refunding Program, the balance shall be
to paid to the Escrow Agent as set forth in the Escrow Agreement to refund the Series 1998 Bonds.
Section 14.  Arbitrage Limitations.  The City covenants that the proceeds of the Current
Bonds will not be invested in investments which will produce a net adjusted yield in excess of the
yield on the Current Bonds, if such investment would cause such Current Bonds to be treated as
"arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code, as amended, and
the applicable regulations thereunder; provided, however, that such proceeds and/or revenues may
be invested to whatever extent and whenever the Code and/or applicable regulations permit same
to be invested without causing the Current Bonds to be treated as "arbitrage bonds."
On the basis of information furnished to the City, on known facts, circumstances and
reasonable expectations on the date of enactment of this Ordinance, the City certifies as follows:
(a) That it is not expected or contemplated that the proceeds of the Current Bonds will
be used or invested in any manner which will cause any of the Current Bonds to be
treated as "arbitrage bonds" within the meaning of Section 148 of the Code and the
applicable regulations thereunder.
(b) That it is not expected or contemplated that the City will make any use of the
proceeds of the Current Bonds, which, if such use had been reasonably anticipated
on the date of issuance of the Current Bonds, would have caused the Current Bonds
to be arbitrage bonds.
(c) That it is expected and contemplated that the City will comply with (i) all of the
requirements of Section 148 of the Code; and (ii) all of the requirements of the
applicable regulations thereunder, to whatever extent is necessary to assure that the
Current Bonds will not be treated as arbitrage bonds.
(d) That it is anticipated that amounts on deposit in the Sinking Fund will be used within
13 months from the date of deposit for the payment of debt service on the
19outstanding Current Bonds and all prior parity bonds payable from said Sinking
Fund.
(e) That amounts accumulated in the Sinking Fund Reserve portion of the Sinking Fund
shall not exceed the limitations set forth in this Ordinance.
(f) That it is not reasonably anticipated that amounts accumulated in the  Depreciation
Fund will be used for payment of debt service on any bonds payable from the
revenues of the System, even though such Fund will be so available if necessary to
prevent a default in the payment of principal and interest on such bonds.
Prior to or at the time of delivery of the Current Bonds, the Mayor and/or the City Treasurer
are authorized to execute the appropriate certification with reference to the matters referred to above,
setting out all known and contemplated facts concerning such anticipated investment of the proceeds
of the Current Bonds, including the execution of necessary and/or desirable certifications of the type
contemplated by the Code and applicable regulations, as amended, in order to assure that interest
on the Current Bonds will be exempt from all federal income taxes and that the Current Bonds will
not constitute or be treated as arbitrage bonds.
Section 15. Parity Bonds; Inferior Bonds.  The Current Bonds shall not be entitled to
priority one over the other in the application of the income and revenues of the System, regardless
of the time or times of their issuance, it being the intention that there, shall be no priority among the
Current Bonds, regardless of the fact that they may be actually issued and delivered at different
times, and provided further that the lien and security of and for any bonds or obligations hereafter
issued that are payable from the income and revenues of the System shall, except as set out herein,
be subject to the priority of the Bonds as may from time to time be outstanding; provided the City
has in this Current Bond Ordinance reserved the right and privilege, and does hereby reserve the
right and privilege, of issuing additional bonds from time to time payable from the income and
revenues of the System ranking on a parity with the Bonds, but only under the conditions specified
in this Current Bond Ordinance.
The City reserves the right to add new waterworks and sewer facilities and/or related
auxiliary facilities, and/or to finance future extensions, additions and/or improvements to the System
by the issuance of one or more additional series of bonds to be secured by a parity lien on and
ratably payable from, the revenues of the System, provided in each instance that:
(a) The facility or facilities to be constructed from the proceeds of the  additional
Parity Bonds is or are made a part of the System and its or their revenues are pledged as
additional security for the additional Parity Bonds and the Outstanding Bonds; and
(b) There shall have been procured and filed with the City Clerk a statement by
a Certified Public Accountant or an Independent Consulting Engineer reciting the opinion
based upon necessary investigation that the Net Revenues of the System for the fiscal year
preceding the year in which such parity bonds are to be issued (with adjustments as
hereinafter provided) were equal to at least 1.20 times the maximum debt service
20requirements that will become due in any fiscal year for both principal and interest on any
Outstanding Bonds and any Parity Bonds including the bonds then proposed to be issued.
Such Net Revenues may be adjusted for the purpose of the foregoing computations
to  reflect any revisions in the schedule of rates or charges being imposed for the services
of the System at the time of the issuance  of any such additional Parity Bonds.  Such
adjustments shall be based upon the written certification of an Independent Consulting
Engineer.
(c) The interest payment dates for all such additional Parity Bonds shall be
semiannually on April 1 and October 1 of each year, and the principal maturities  thereof
shall be on April 1 or October 1 of the year in which any such principal is scheduled  to
become due.
The City hereby reserves the right to issue Parity Bonds to refund or refinance any part or
all of the Outstanding Bonds, provided that prior to the issuance of such additional Parity Bonds for
that purpose, there shall have been procured and filed with the City Clerk of the City a statement by
a Certified Public Accountant reciting the opinion based upon necessary investigation that:
(i) after the issuance of such Parity Bonds, the annual Net Revenues of the then
existing System for the fiscal year preceding the date of issuance of such Parity Bonds, after
taking into account the revised debt service requirements resulting from the issuance of such
Parity Bonds and from the elimination of the bonds being refunded or refinanced thereby,
are equal to not less than 1.20 times the maximum debt service requirements then scheduled
to fall due in any fiscal year thereafter for principal of and interest on all of the then
Outstanding Bonds payable from the revenues of the System, calculated in the manner
specified above; or
(ii) in the alternative, that the debt service requirements for the Outstanding
Bonds payable out of the Sinking Fund and the proposed Parity Bonds, in any year of
maturities thereof after the redemption of the Outstanding Bonds scheduled to be refunded
through the issuance of such proposed Parity Bonds, shall not exceed the scheduled debt
service requirements applicable to the Bonds then outstanding for any corresponding year
prior to the issuance of such proposed Parity Bonds and the redemption of any of the
Outstanding Bonds to be refunded.
Reference is made to the fact that the Series 1991 Bonds which are outstanding are held by
United States Department of Agriculture and that prior to the issuance of  the Current Bonds and any
Parity Bonds it is necessity to obtain the written consent of the USDA Rural Development (the
"RD") for the issuance of bonds encumbering the System while the RD holds any bonds payable
from the revenues of the System.
Section 16.  Rate Covenant.  While the Bonds remain outstanding and unpaid, the City
covenants to charge for all services and facilities rendered by the System  to the City and to its
citizens, corporations, or others requiring same, such rates and amounts as shall be reasonable and
just, taking into account and consideration the cost and value of the System, the cost of maintaining
21and operating the same, the proper and necessary  allowance for depreciation thereof, and the
amounts necessary for the retirement of all Bonds outstanding against the System and the accruing
interest on all such Bonds, and any inferior Bonds.  There shall be charged such rates and amounts
as shall be adequate to meet all requirements of the this Current Bond Ordinance and the City
covenants not to furnish service from the System free of charge and not to establish preferential rates
for users of the same class; provided, however, the City may itself be provided free service for
public purposes.
The City further covenants that so long as any of the Bonds remain outstanding and unpaid
that such rates and charges for services of the System will be imposed and collected so that the Net
Revenues of the System will be sufficient to produce a balance in each Sinking Fund Year equal to
not less than 1.20 times the amount required in such Sinking Fund Year to be paid into the Sinking
Fund for maximum annual debt service requirements of the Bonds, and to enact promptly and
enforce increased rates whenever such increase shall be necessary to fulfill any covenants of or
payments required by this Current Bond Ordinance, including the amounts payable (including
interest) to the issuer of any Reserve Account Insurance Policy or Bond Insurance Policy.
The City also covenants to cause a report to be filed with the City Council within four
months after the end of each fiscal year by (a) Certified Public Accountants, or (b) Independent
Consulting Engineers, setting forth what was the precise debt service coverage percentage of the
maximum  annual debt service requirements falling due in any fiscal year thereafter for principal of
and interest on all of the then outstanding Bonds payable from the revenues of the System, produced
or provided by the Net Revenues of the System in that fiscal year; and the City covenants that if and
whenever such report so filed shall establish that such coverage of Net Revenues for such year was
less than 1.20 times the maximum debt service requirements, the City shall increase the rates by an
amount sufficient, in the opinion of such Engineers and/or Accountants, to establish the existence
of or immediate projection of, such minimum 1.20 times coverage.
Section 17.  All Bonds of this Issue Are Equal.  The Bonds authorized and permitted to be
issued hereunder, and from time to time outstanding, shall not be entitled to  priority one over the
other in the application of the income and revenues of the System regardless of the time or times of
their issuance, it being the intention that there shall be no priority among the Bonds authorized or
permitted to be issued under the provisions of this Ordinance, regardless of the fact that they may
be actually issued and delivered at different times.
Section 18.  Defeasance and/or Refunding of Current Bonds.  The City reserves the right,
at any time, to cause the pledge of the revenues securing the outstanding Current Bonds to be
defeased and released by paying an amount into an escrow fund  sufficient, when invested (or
sufficient without such investment, as the case may be) in direct obligations of or obligations
guaranteed by the United States of America, including book entry obligations and trust receipts
representing an ownership in direct obligations of the United States of America, to assure the avail-
ability in such escrow fund of an adequate amount  (a) to call for redemption and to redeem and retire
all of such outstanding Current Bonds, both as to principal and as to interest, on the next or any
optional redemption date, including all costs and expenses in connection therewith, and to pay all
principal and interest falling due on the outstanding Current Bonds to and on said date, or (b) to pay
all principal and interest requirements on the outstanding Current Bonds as same mature, without
22redemption in advance of maturity, the determination of whether to defease under (a) or (b) or both
to be made by the Common Council.  Such Permitted Investments shall have such maturities as to
assure that there will be sufficient funds for such purpose.  If such defeasance is to be accomplished
pursuant to (a), the City shall take all steps necessary to publish the required notice of the
redemption of the outstanding Current Bonds and the applicable redemption date.  Upon the proper
amount of such investments being placed in escrow and so secured, such revenue pledge shall be
automatically fully defeased and released without any further action being necessary. 
Section 19.  Covenant to Require Use of Sewer System.  The City agrees that so long as
any Bonds are outstanding, the City will take all such steps as may be necessary to cause the owners
of all properties abutting any sewer  lines of the City to connect thereto and to keep connected thereto
all sanitary sewage drain pipes on such properties.  The foregoing covenant shall be in favor of and
enforceable by the Bondowners in accordance with the provisions herein contained.  If the City fails
to take such steps it may be required to do so by such Bondowners.
Section 20.  Contractual Nature of Ordinance.  The provisions of this Ordinance shall
constitute a contract between the City and the owners of the Current Bonds; and after the issuance
of any of such Current Bonds, no change, variation or alteration of any kind in the provisions of this
Ordinance shall be made in any manner except as herein or therein provided until such time as all
of the Bonds authorized by such Ordinances and the interest thereon have been paid or provided for
in full, or as otherwise provided herein; provided (a) that the Common Council may enact an
Ordinance to evidence the succession of another bank or trust company as Paying Agent and Bond
Registrar for the Current Bonds and may enact any other Ordinance for any other purpose not
inconsistent with the terms of this Ordinance, and which shall not impair the security of the owners
of the Current Bonds and/or for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective or inconsistent provisions contained herein or in any ordinance or other
proceedings pertaining hereto.
Section 21.  Appointment and Duties of Bond Registrar and Paying Agent.  The Bank
of New York Mellon Trust Company, N.A., is hereby designated as the Bond Registrar and Paying
Agent with respect to the Current Bonds. 
(a) Duties as Bond Registrar.  Its duties as Bond Registrar shall be as follows:
(1) To authenticate the Current Bonds and temporary Current Bond or Current
Bonds, if any, authorized herein;
(2) To register all of the Current Bonds in the names of the respective owners
thereof;
(3) Upon being supplied with a properly authenticated assignment satisfactory
to the Bond Registrar (in the sole discretion  of such Bond Registrar), to transfer the
ownership of Current Bonds from one registered Bondowner to another within three (3)
business days of the receipt of such proper assignment by the  Bond Registrar;
23(4) To cancel and destroy (or remit to the City for destruction, if so requested by
the City) all exchanged, matured, retired and redeemed Current Bonds, and to maintain
adequate records relevant thereto. 
(b) Duties as Paying Agent.
(1) To maintain the Sinking Fund and to invest the funds contained therein in
accordance with the instructions of the City;
(2) To remit, but only to the extent that all required funds are made available to
the Paying Agent by the City, semiannual interest payments directly to the registered owner
of each Current Bond by regular United States mail.  Said interest payments shall be
deposited in the United States mail no later than each interest due date.  Matured or
redeemed Current Bonds shall be payable upon presentation to the Paying Agent.  For inter-
est payment purposes, the Paying Agent shall be entitled to rely on its records as Bond
Registrar as to the ownership of each Current Bond as of the Record Date, and the Paying
Agent's check shall be drawn and mailed accordingly;
(3) To notify the owner of each registered Current Bond to be redeemed and to
redeem Current Bonds prior to their stated maturity upon their presentation in accordance
with the provisions of Section 5 of this Ordinance, upon receiving sufficient funds;
(4) To supply the City with a written accounting evidencing the payment of
interest on and principal of the Current Bonds within thirty (30) days following each respec-
tive due date; and
(5) To serve as Depository Bank for amounts required to be deposited in the
various funds created herein. 
The Bond Registrar/Paying Agent shall be entitled to the advice of counsel and shall be
protected for any acts taken by it in good faith in reliance upon such advice.  The Bond
Registrar/Paying Agent shall not be liable for any actions taken in good faith and believed by it to
be within its discretion or the power conferred upon it by this Ordinance, or the responsibility for
the consequences of any oversight or error in judgment. 
The Bond Registrar/Paying Agent may at any time resign from its duties set forth in this
Ordinance by filing its resignation with the City Clerk and notifying the initial purchaser or
purchasers of the Current Bonds.  Thereupon,  the City shall designate a successor Bond
Registrar/Paying Agent which shall be an incorporated bank or trust company authorized to transact
business in the United States of America.  Notwithstanding the foregoing, in the event of the
resignation of the Bond Registrar/Paying Agent, provision shall be made for the orderly transition
of the books, records and accounts relating to the Current Bonds to the successor Bond
Registrar/Paying Agent in order that there will be no delinquencies in the payment of interest or
principal due on the Current Bonds.
24The Bank of New York Mellon Trust Company, N.A. shall indicate its acceptance of its
duties as Bond Registrar and Paying Agent by signing the Acceptance at the conclusion of this
Ordinance. 
Section 22.  Provisions in Conflict Repealed.  All ordinances, resolutions and orders, or
parts thereof, in conflict herewith are, to the extent of such conflict, hereby  repealed; and it is
hereby specifically ordered and provided that any proceedings heretofore taken for the issuance of
other bonds payable or secured in any manner by all or any part of the income and revenues of the
System, or any part thereof, and which have not heretofore been issued and delivered, are hereby
revoked and rescinded, and none of such other bonds shall be issued and delivered.
Section 23.  Covenant of City to Take All Action Necessary to Assure Compliance with
the Internal Revenue Code of 1986.  In order to assure purchasers of the Current Bonds that
interest thereon will continue to be exempt from all federal and Kentucky  income taxation (subject
to certain exceptions set out below), the City covenants to and with the owners of the Current Bonds
that (1) the City will take all actions necessary to comply with the provisions of the Code, (2) the
City will take no actions which will violate any of the provisions of the Code, or would cause the
Current Bonds to become "private activity bonds" within the meaning of the Code, (3) none of the
proceeds of the Current Bonds will be used for any purpose which would cause the interest on the
Current Bonds to become subject to federal income taxation, and the City will comply with any and
all requirements as to rebate (and reports with reference thereto) to the United States of America of
certain investment earnings on the proceeds of the Current Bonds. 
The City certifies that these Current Bonds  are not "private activity bonds" within the
meaning of the Code, and the City has been advised by Bond Counsel, and therefore believes, that
interest on the Current Bonds is not included as an item of tax preference in calculating the
alternative minimum tax for individuals. 
The City reserves the right to amend this Ordinance without obtaining the consent of the
owners of the Current Bonds (i) to whatever extent shall, in the opinion of Bond Counsel, be deemed
necessary to assure that interest on the Current Bonds shall be exempt from federal income taxation,
and (ii) to whatever extent shall be permissible (without jeopardizing such tax exemption or the
security of such owners) to eliminate or reduce any restrictions concerning the investment of the
proceeds of these Current Bonds, or the application of such proceeds or of the revenues of the
System.  The purchasers of these Current Bonds are deemed to have relied fully upon these
covenants and undertakings on the part of the City as part of the consideration for the purchase of
the Current Bonds.  To the extent that the City obtains an opinion of nationally recognized bond
counsel to the effect that non-compliance with any of the covenants contained in this Current Bond
Ordinance or referred to in this Current Bond Ordinance would not subject interest on the Current
Bonds to federal income taxes or Kentucky income taxes, the City shall not be required to comply
with such covenants or requirements. 
This Current Bond Ordinance is enacted in contemplation that Bond Counsel will render an
opinion as to exemption of principal of the Current Bonds from Kentucky ad valorem taxation and
as to exemption of interest on the Current Bonds from federal and Kentucky income taxation, based
on the assumption by Bond Counsel that the City complies with covenants made by the City with
25respect to compliance with the provisions of the Code, and based on the assumption of compliance
by the City with requirements as to any required rebate (and reports with reference thereto) to the
United States of America of certain investment earnings on the proceeds of the Current Bonds.  The
City has been advised that based on the foregoing assumptions of compliance, Bond Counsel is of
the opinion that the Current Bonds are not "arbitrage bonds" within the meaning of Section 148 of
the Code. 
Section 24. Insurance.   (a) Fire and Extended Coverage.  If and to the extent that the
System includes structures above ground level, the City shall, upon receipt of the proceeds of the
sale of the Current Bonds, if such insurance is not already in force, procure fire and extended
coverage insurance on the insurable portion of all of the facilities of the System, of a kind and in
such amounts as would ordinarily
be carried by private companies or public bodies engaged in
operating a similar utility.
The foregoing fire and extended coverage insurance shall be maintained so long as any of
the Current Bonds are outstanding and shall be in amounts sufficient to provide for not less than full
recovery whenever a loss from perils insured against does not exceed eighty percent (80%) of the
full insurable value of the damaged facility.
In the event of any damage to or destruction of any part of the System the City shall promptly
arrange for the application of the insurance proceeds for the repair or reconstruction of the damaged
or destroyed portion thereof.
(b)  Liability Insurance on Facilities.  So long as any of the Current Bonds are outstanding,
the City shall, procure and maintain, public liability
insurance relating to  the operation of the
facilities of the System, with limits of not less than $200,000 for one person and $1,000,000 for
more than one person involved in one accident, to protect the City from claims for bodily injury
and/or death; and not less than $200,000 from claims for damage to property of others which may
arise from the City's operations of the System and any other facilities constituting a portion of the
System.
(c)  Vehicle Liability
Insurance.  If and to the extent that the City owns or operates vehicles
in the operation of the System, upon receipt of the proceeds of the Current Bonds, the City shall, if
such insurance is not already in force, procure and maintain, so long as any of the Current Bonds
are outstanding, vehicular public liability insurance with limits of not less than $200,000 for one
person and $1,000,000 for more then one person involved in one accident, to protect the City from
claims for bodily injury and/or death, and not less than $200,000 against claims for damage to
property of others which may arise from the operation of such vehicles by the City.
Section 25.  Records, Audits and Reports.  Insofar as consistent with the laws of Kentucky,
the City agrees that so long as any of the Outstanding Bonds remain outstanding, it will keep proper
books of records and account showing complete and correct entry of all transactions relating to the
System in accordance with generally accepted accounting principles (for facilities of like type and
size), in which complete and correct entries shall be made of all pertinent transactions.  All such
records and books of account shall at all times during normal business hours be subject to inspection
26by the holders and Owners of 10% or more of the principal amount of the Outstanding Bonds then
outstanding, or by their duly authorized representatives.
The City further covenants that as soon as may be feasible after the close of each fiscal year,
and in any event not later than 120 days thereafter, the City will cause an audit of the financial
affairs of the System to be prepared by Certified Public Accountants, covering the operation of the
System for the preceding fiscal year.
A copy of said audit report shall be kept on file in the office of the Issuer Clerk, where it will
be subject to inspection at any reasonable time by or on behalf of any Owner of Outstanding Bonds.
A condensation of the important facts shown by such report will be mailed to any such Owner upon
request.
Section 26. Event of Default; Rights of Bondowners Upon Occurrence of Event of
Default.  The following items shall constitute an "Event of Default" on the part of the City:
(a) The failure to pay principal on the Bonds when due and payable, either at
maturity or by proceedings for redemption.
(b) The failure to pay any installment of interest on the Bonds when the same
shall become due and payable.
(c) The failure of the City to fulfill  any of its obligations pursuant to this
Ordinance and to cure any such failure within 30 days after receipt of written notice of such
failure.
(d) The failure to promptly repair, replace or reconstruct essential facilities of the
System after any major damage and/or destruction thereof.
Upon the occurrence of an Event of Default, any owner of the Bonds and/or the Bond Insurer
may enforce and compel the performance of all duties and obligations of the City as set forth herein.
Upon the occurrence of an Event of Default, then, upon the filing of suit by any owner of said Bonds
or the Bond Insurer, any court having jurisdiction of the action may appoint a receiver to administer
the System on behalf of the City, the Bondowners and the Bond Insurer, as their interests may
appear, with power to charge and collect rates sufficient to provide for the payment of the principal
of and interest on the Bonds, and/or the payment of any amount then due and owing to the Bond
Insurer and/or the Reserve Account Insurance Policy Provider, and for the payment of operation and
maintenance expenses of the System, and to provide and apply the income and revenues in
conformity with this Ordinance and with the laws of the Commonwealth of Kentucky.
In addition to and apart from the foregoing, upon the occurrence of an Event of Default, the
owner of any of the Bonds and/or the Bond Insurer may require the City by demand, court order,
injunction, or otherwise, to raise all applicable rates charged for services of the System a reasonable
amount, consistent with the requirements of this Ordinance.
27Section 27.  Provisions with Respect to any Bond Insurance Policy and Reserve Account
Insurance Policy.  If a Bond Insurance Policy or Reserve Account Insurance Policy is in existence
on any of the Outstanding Bonds the City agrees that the following provisions shall govern the
relationship of the City with Bond Insurer with regard to the issuance of the Bond Insurance Policy
and the Reserve Account Insurance Policy Provider with regard to the issuance of the  Reserve
Account Insurance Policy:
(a) As long as the City shall have a Reserve Account Insurance Policy on deposit in the
Sinking Fund Reserve, the City covenants that it will comply with the following provisions:
(i) If five days prior to an interest or principal payment date, the City shall determine
that a deficiency exists in the amount of interest and/or principal due on such date
and available for transfer to the Paying Agent, the City or the Paying Agent shall
immediately notify Bond Insurer of the amount of such deficiency and the date on
which such payment is due.
(ii) The City shall reimburse Reserve Account Insurance Policy Provider within twelve
months of any withdrawal from such Reserve Account Insurance Policy, together
with interest thereon to the date of reimbursement, at the rate set forth in such
Reserve Account Insurance Policy, but in no case greater than the maximum rate of
interest permitted by law.
(iii) The City shall reimburse Reserve Account Insurance Policy Provider for all
reasonable expenses incurred by Reserve Account Insurance Policy Provider in
connection with the Reserve Account Insurance Policy, together with interest thereon
to the date of reimbursement at the rate set forth in the Reserve Account Insurance
Policy, but in no case greater than the maximum rate of interest permitted by law, all
in the manner provided in the Reserve Account Insurance Policy.
(iv) The Paying Agent shall annually submit to the City and Reserve Account Insurance
Policy Provider, records of withdrawals on such Reserve Account Insurance Policy
received by the Paying Agent and remaining unpaid, the respective dates of such
withdrawals, the interest accrued on such withdrawals, and the aggregate amount of
interest due by the City to Reserve Account Insurance Policy Provider.
(b) The City hereby acknowledges that Bond Insurer and/or the Reserve Account
Insurance Policy Provider shall be deemed a third party beneficiary of this Current Bond Ordinance
for the purposes of enforcing the terms, conditions and obligations of this Ordinance which benefit
Bond Insurer and/or the Reserve Account Insurance Policy Provider.
(c) Any notice, authorization, request or demand required or permitted be given in
accordance with the terms of this Current Bond Ordinance shall be in writing and a copy of such
notice shall be sent by certified mail to the Bond Insurer and the Reserve Account Insurance Policy
Provider.
28(d) After any amount shall have been paid by Reserve Account Insurance Policy
Provider, the first funds available to the City to reimburse Reserve Account Insurance Policy
Provider must first be used to reinstate the Reserve Account Insurance Policy to its original amount,
and thereafter to reimburse for any payments made by the Bond Insurer under the Bond Insurance
Policy.  Any interest or fees due and owing to Bond Insurer and/or the Reserve Account Insurance
Policy Provider, other than for reinstatement of the Reserve Fund Insurance Policy, shall be and are
subordinate to any amounts required to be paid for the benefit of Bondowners.
(e) As long as any Bond Insurance Policy is in effect insuring or guaranteeing the
payment of the principal of and interest on the Bonds, the City covenants that it will comply with
the following provisions:
(i) The Bond Insurer shall be deemed to the sole holder or owner of the Bonds
for the purpose of exercising any voting right or privilege or giving any
consent or direction or taking any action  that the owners of the Bonds insured
by the Bond Insurance Policy are entitled to take pursuant to Section 26 of
this Current Bond Ordinance relating to defaults and remedies.
(ii) No modification or amendment to this Current Bond Ordinance or any other
transaction document including any underlying security agreement (each a
"Related Document") may become effective upon obtaining the prior written
consent of the Bond Insurer.  Copies of any modification or amendment to
this Current Bond Ordinance or any other Related Document shall be sent to
Standard & Poor's Credit Market Services and Moody's Investors Service,
Inc. at least 10 days prior to the effective date thereof.
(f) The Bond Insurer and the Reserve Account Insurance Policy Provider shall be
provided with the following information:
(i) Annual audited financial statements within 150 days after the end of the
City's fiscal year (together with a certification of the City that (i) it is in
compliance with the rate covenant referred to and set forth in Section 16 of
this Ordinance and (ii) it is not aware of any default or Event of Default
under the Current Bond Ordinance), and the City's annual budget within 30
days after the approval thereof together with such other information, data or
reports as the Bond Insurer shall reasonably request from time to time;
(ii) Notice of any draw upon the Sinking Fund Reserve within two Business
Days after knowledge thereof other  than (1) withdrawals of amounts in
excess of the  Required Reserve and (2) withdrawals in connection with a
refunding of Bonds;
(iii) Notice of any default known to the City within five Business Days after
knowledge thereof;
29(iv) Prior notice of the advance refunding or redemption of any of the Bonds,
including the principal amount, maturities and CUSIP numbers thereof;
(v) Notice of the resignation or removal of the Paying Agent and Bond Registrar
and the appointment of, and acceptance of duties by, any successor thereto;
(vi) Notice of the commencement of any proceeding by or against the City
commenced under the United States  Bankruptcy Code or any other
applicable bankruptcy, insolvency, receivership, rehabilitation or similar law
(an "Insolvency Proceeding");
(vii) Notice of the making of any claim in connection with any Insolvency
Proceeding seeking the avoidance as a preferential transfer of any payment
of principal of, or interest on, the Bonds;
(viii) A full original transcript of all proceedings relating to the execution of any
amendment or supplement to the Related Documents;
(ix) All reports, notices and correspondence to be delivered to Bondholders under
the terms of the Related Documents;
(x) Prior to issuing additional Parity Bonds, copies of any disclosure document
or financing agreement pertaining to such additional Parity Bonds, which
disclosure document or financing agreement shall include, without limitation,
the applicable maturity schedule, interest rate or rates, redemption and
security provisions pertaining to any such Parity Bonds; and
(xi) Within thirty (30) days following any litigation or investigation that may
have a material adverse affect on the financial position of the System notice
of such litigation.
(g) Notwithstanding anything herein to the contrary, the Bond Insurer shall have the right
to receive such additional information as it may reasonably request.  In addition the City shall permit
the Bond Insurer to discuss the affairs, finances and accounts of the City pertaining to the System
or any information the Bond Insurer may reasonably request regarding the security for the Bonds
with appropriate officers of the City, and will use best efforts to enable the Bond Insurer to have
access to the facilities, books and records of the System on any business day upon reasonable prior
notice.
(h) In the event that the principal and/or interest due on the Bonds shall be paid by Bond
Insurer pursuant to the Bond Insurance Policy, the Bonds shall remain outstanding for all purposes,
not be defeased or otherwise satisfied and not be considered paid by the City, and the assignment
and pledge of the trust estate and all covenants, agreements and other Bonds of the City to the
registered owners shall continue to exist and shall run to the benefit of Bond Insurer, and Bond
Insurer shall be subrogated to the rights of such registered owners including, without limitation, any
30rights that such owners may have in respect of securities law violations arising from the offer and
sale of the Bonds.
(i) The Bond Insurer shall receive prior written notice of any name change of the Paying
Agent or the removal, resignation or termination of the Paying Agent.  No removal, resignation or
termination of the Paying Agent shall take effect until a successor,  acceptable to Bond Insurer, shall
be appointed.  The Paying Agent may be removed at any time, at the request of Bond Insurer, for
any breach of its obligations under this Ordinance.
(j) Anything in this Ordinance to the contrary notwithstanding, upon the occurrence and
continuance of an event of default as defined herein, Bond Insurer shall be entitled to control and
direct the enforcement of all rights and remedies granted to the Bondholders or the Paying Agent
for the benefit of the Bondholders under this Ordinance, including, without limitation, (i) the right
to accelerate the principal of the Bonds as described in this Ordinance, and (ii) the right to annul any
declaration of acceleration.  The Bond Insurer also shall be entitled to approve all waivers of events
of default.
(k) Any provision of this Ordinance expressly recognizing or granting rights in or to
Bond Insurer may not be amended in any manner that affects the rights of Bond Insurer hereunder
without the prior written consent of Bond Insurer.
(l) Wherever the Ordinance requires the consent of Bondholders, Bond Insurer's consent
shall also be required.
(m) Any reorganization or liquidation plan with  respect to the System must be acceptable
to Bond Insurer.  In the event of any reorganization or liquidation, Bond Insurer shall have the right
to vote on behalf of all Bondholders who hold Bonds guaranteed by Bond Insurer, absent a default
by Bond Insurer under the Bond Insurance Policy.
(n) Upon the occurrence of an event of default as defined herein, the Paying Agent may,
with the consent of Bond Insurer, and shall at the direction of Bond Insurer or the Bondholders with
the consent of Bond Insurer, by written notice to the City and Bond Insurer, declare the principal
of the Bonds to be immediately due and payable, whereupon that portion of the principal of the
Bonds thereby coming due and the interest thereon accrued to the date of payment shall, without
further action, become and be immediately due and payable, anything in this financing document
or the Bonds to the contrary notwithstanding.
(o) At least two (2) Business Days prior to each payment date on the Bonds, the Paying
Agent, will determine whether there will be sufficient funds to pay all principal of and interest on
the Bonds due on the related payment date and shall immediately notify Bond Insurer or its designee
on the same Business Day by telephone or electronic mail, confirmed in writing by registered or
certified mail, of the amount of any deficiency.   Such notice shall specify the amount of the
anticipated deficiency, the Bonds to which such deficiency is applicable and whether such Bonds
will be deficient as to principal or interest or both.  If the deficiency is made up in whole or in part
prior to or on the payment date, the Paying Agent shall so notify Bond Insurer or its designee.
31(p) The Paying Agent, shall after giving notice to Bond Insurer as provided above, make
available to Bond Insurer and, at Bond Insurer's direction, to any fiscal agent, the registration books
of the City maintained by the Paying Agent and all records relating to the funds maintained under
this Ordinance.
(q) The Paying Agent shall provide Bond Insurer and any fiscal agent with a list of
registered owners of Bonds entitled to receive principal or interest payments from Bond Insurer
under the terms of the Bond Insurance Policy, and shall make arrangements with Bond Insurer, the
fiscal agent or another designee of Bond Insurer to (i) mail checks or drafts to the registered owners
of Bonds entitled to receive full or partial interest payments from Bond Insurer and (ii) pay principal
upon Bonds surrendered to Bond Insurer, the fiscal agent or another designee of Bond Insurer by
the registered owners of Bonds entitled to receive full or partial principal payments from Bond
Insurer.
(r) The Paying Agent, shall, at the time  it provides notice to Bond Insurer of any
deficiency pursuant to this Ordinance, notify registered owners of Bonds entitled to receive the
payment of principal or interest thereon from Bond Insurer (i) as to such deficiency and its
entitlement to receive principal or interest, as applicable, (ii) that Bond Insurer will remit to them
all or a part of the interest payments due on the related payment date upon proof of its entitlement
thereto and delivery to Bond Insurer or any fiscal agent, in form satisfactory to Bond Insurer, of an
appropriate assignment of the registered owner's right to payment, (iii) that, if they are entitled to
receive partial payment of principal from Bond Insurer, they must surrender the related Bonds for
payment first to the Paying Agent, which will note on such Bonds the portion of the principal paid
by the Paying Agent and second to Bond Insurer or its designee, together with the an appropriate
assignment, in form satisfactory to Bond Insurer, to permit ownership of such Bonds to be registered
in the name of Bond Insurer, which will then pay the unpaid portion of principal, and (iv) that, if
they are entitled to receive full payment of principal from Bond Insurer, they must surrender the
related Bonds for payment to Bond Insurer or its designee, rather than the Paying Agent, together
with the an appropriate assignment, in form satisfactory to Bond Insurer, to permit ownership of
such Bonds to be registered in the name of Bond Insurer.
(s) In addition, if the Paying Agent has notice that any holder of the Bonds has been
required to disgorge payments of principal or interest on the Bonds previously due for payment
pursuant to a final non-appealable order by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such holder within the meaning of any applicable bankruptcy
laws, then the Paying Agent shall notify Bond Insurer or its designee of such fact by telephone or
electronic notice, confirmed in writing by registered or certified mail.
(t) The Paying Agent will be hereby irrevocably designated, appointed, directed and
authorized to act as attorney-in-fact for holders of the Bonds as follows:
(i) If and to the extent there is a deficiency in amounts required to pay interest
on the Bonds, the Paying Agent shall (a) execute and deliver to Bond Insurer, in form
satisfactory to Bond Insurer, an instrument appointing Bond Insurer as agent for such holders
in any legal proceeding related to the payment of such interest and an assignment to Bond
Insurer of the claims for interest to which such deficiency relates and which are paid by
32Bond Insurer, (b) receive as designee of the respective holders (and not as Paying Agent) in
accordance with the tenor of the Bond Insurance Policy payment from Bond Insurer with
respect to the claims for interest so assigned, and (c) disburse the same to such respective
holders; and
(ii) If and to the extent of a deficiency in amounts required to pay principal of the
Bonds, the Paying Agent shall (a) execute and deliver to Bond Insurer, in form satisfactory
to Bond Insurer, an instrument appointing Bond Insurer as agent for such holder in any legal
proceeding related to the payment of such principal and an assignment to Bond Insurer of
the Bond surrendered to Bond Insurer in an amount equal to the principal amount thereof as
has not previously been paid or for which moneys are not held by the Paying Agent and
available for such payment (but such assignment shall be delivered only if payment from
Bond Insurer is received), (b) receive as designee of the respective holders (and not as
Paying Agent) in accordance with the tenor of the Bond Insurance Policy payment therefore
from Bond Insurer, and (c) disburse the same to such holders.
(u) Payments with respect to claims for interest on and principal of Bonds disbursed by
the Paying Agent from proceeds of the Bond Insurance Policy shall not be considered to discharge
the obligation of the City with respect to such Bonds, and such Bonds shall remain outstanding for
all purposes, shall not be defeased or otherwise satisfied and shall not be considered paid by the
City, and Bond Insurer shall become the owner of such unpaid Bond and claims for the interest in
accordance with the tenor of the assignment made to it under the provisions of this subsection or
otherwise; and the assignment and pledge of the trust estate and all covenants, agreements and other
Bonds of the City to the registered owners shall continue to exist and shall run to the benefit of Bond
Insurer, and Bond Insurer shall be subrogated to the rights of such registered owners including,
without limitation, any rights that such owners may have in respect of securities law violations
arising from the offer and sale of the Bonds.
(v) Irrespective of whether any such assignment is executed and delivered, the City and
the Paying Agent hereby agree for the benefit of Bond Insurer that:
(i) they recognize that to the extent Bond Insurer makes payments directly or
indirectly on account of principal of or  interest on the Bonds, Bond Insurer will be
subrogated to the rights of such holders to receive the amount of such principal and interest
from the City, with interest thereon as provided and solely from the sources stated in the
financing documents and the Bonds; and
(ii) they will accordingly pay to Bond Insurer the amount of such principal and
interest, with interest thereon as provided in the Ordinance and the Bonds, but only from the
sources and in the manner provided herein for the payment of principal of and interest on the
Bonds to holders, and will otherwise treat Bond Insurer as the owner of such rights to the
amount of such principal and interest.
(w) The City hereby agrees to pay or reimburse Bond Insurer, to the extent permitted by
law, (i) for all amounts paid by Bond Insurer under the terms of the Bond Insurance Policy, and (ii)
any and all charges, fees, costs and expenses which Bond Insurer may reasonably pay or incur,
33including, but not limited to, fees and expenses of attorneys, accountants, consultants and auditors
and reasonable costs of investigations, in connection with (1) any accounts established to facilitate
payments under the Bond Insurance Policy, (2) the administration, enforcement, defense or
preservation of any rights in respect of the trust agreement or any other financing document
including defending, monitoring or participating  in any litigation or proceeding (including any
bankruptcy proceeding in respect of the City or any affiliate thereof) relating to this Ordinance or
the transactions contemplated by this Ordinance, (3) the foreclosure against, sale or other disposition
of any collateral securing any Bonds under this Ordinance, or the pursuit of any remedies under this
Ordinance, to the extent such costs and expenses are not recovered from such foreclosure, sale or
other disposition, or (4) any amendment, waiver or other action with respect to, or related to, this
Ordinance whether or not executed or completed; costs and expenses shall include a reasonable
allocation of compensation and overhead attributable to time of employees of Bond Insurer spent
in connection with the actions described in clauses (2) - (4) above.  In addition, Bond Insurer
reserves the right to charge a reasonable fee as a condition to executing any amendment, waiver or
consent proposed in respect of this Ordinance.
Section 28.  Supplemental Ordinances not Requiring Consent of Bondowners.  The City
may, without the consent of, or notice to, any of the owners of the Current Bonds, enact one or more
Supplemental Ordinances as shall not be inconsistent with the terms and provisions hereof for any
one or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission in this Ordinance;
(b) to grant to or confer upon the Bond Registrar for the benefit of the Bondowners any
additional rights, remedies, powers, or authorities that should lawfully be granted to
or conferred upon the Bondowners or the Bond Registrar or either of them;
(c) to subject to the lien and pledge of this Ordinance additional revenues, properties,
or collateral which may legally be subjected;
(d) to add to the conditions, limitations and restrictions on the issuance of bonds, other
conditions, limitations and restrictions thereafter to be observed;
(e) to add to the covenants and agreements of  the City in this Ordinance, other covenants
and agreements thereafter to be incurred by the City or to surrender any right or
power herein reserved to or conferred upon the City; and/or
(f) to effect the issuance of additional Parity Bonds;
provided, however, prior to the amended or Supplemental Ordinance becoming effective the City
shall have given written notice ro the Bond Insurer of any amended or Supplemental Ordinance.
Section 29. Supplemental Ordinances Requiring Consent of Bondowners.  Subject  to the
terms and conditions contained in this Section and not otherwise, and provided that the Bond Insurer
has given its prior written consent, the owners of not less than two-thirds in aggregate principal
amount of the Current Bonds, shall have the right, from time to time, anything contained in this
34Ordinance to the contrary notwithstanding, to consent to and approve the enactment by the City of
such other Supplemental Ordinance as shall be deemed necessary and desirable by the City for the
purpose of modifying, altering, amending, adding to, or rescinding, in any particular, any terms or
provisions contained in this Ordinance or in any Supplemental Ordinance; provided, however, that
nothing in this Section shall permit, or be construed without consent of the owner of any Current
Bonds then outstanding as permitting (a) an extension of the maturity date on which the principal
of, premium, if any, or interest on such Current Bond is or is to become, due and payable, (b) a
reduction in the principal amount of such Current Bond, the rate of interest thereon, or any
redemption premium, (c) a privilege or priority of Current Bond or Current Bonds over any other
Current Bond, (d) reduction in the principal amount of the Current Bonds required for consent to
such Supplemental Ordinance, or (e) the creation of a lien upon or pledge of revenues, receipts or
other income from, or in connection with the System ranking prior to or (except in connection with
the issuance of Parity Bonds pursuant to this Ordinance) on a parity with the lien or pledge by this
Ordinance.
No Supplemental Ordinance shall be enacted for any of the purposes of this Section without
notice being furnished by the Bond Registrar to each Bondowner in the same manner as the
furnishing of a notice of redemption of Current Bonds, and no such Supplemental Ordinance shall
be effective until at least 60 days subsequent to the furnishing of such notice.
Section 30.  Annual Disclosure Requirements.  In accordance with the requirements of
Rule 15c2-12 (the “Rule”) promulgated by the Securities and Exchange Commission (the
“Commission”), the City agrees to provide or cause to be provided through the Paying Agent or
other designated agent (the “Agent”), in a timely manner, to the Electronic Municipal Market Access
system ("EMMA") at http://www.emma.msrb.org, notice of the occurrence of any of the following
events with respect to the Bonds, if such event is material:
(a) principal and interest payment delinquencies;
(b) non-payment related defaults;
(c) unscheduled draws on debt service reserves reflecting financial difficulties;
(d) unscheduled draws on credit enhancements reflecting financial difficulties;
(e) substitution of credit or liquidity providers, or their failure to perform;
(f) adverse tax opinion or events affecting the tax-exempt status of the Bonds;
(g) modifications to rights of the Bondowners;
(h) bond calls;
(i) defeasances;
(j) release, substitution or sale of property securing repayment of the Bonds; and/or
(k) rating changes.
The City may from time to time choose to provide notice of the occurrence of certain other
events, in addition to those listed above, if the City determines that such other event is material with
respect to the Bonds, but the City does not undertake to commit to provide any such notice of the
occurrence of any material event except those events listed above.
Financial information regarding the City can be obtained from the Treasurer of the City at
Russellville City Hall, 37 East Center Street, Russellville, Kentucky  42431.
35The obligations of the City described above will remain in effect only for such period that
(i) the Bonds are outstanding in accordance with their terms and (ii) that the City remains an
obligated person with respect to the Bonds within the meaning of the Rule.  The City reserves the
right to terminate its obligation to provide notices of material events, as set forth above, if and when
the City no longer remains an obligated person with respect to the Bonds within the meaning of the
Rule.  The City acknowledges that its undertaking pursuant to the Rule described under this Section
is intended to be for the benefit of the Bondowners (including holders of beneficial interests in the
Bonds).
Notwithstanding any other provision of this Ordinance, this Section may be amended, if the
City receives an opinion of independent legal counsel to the effect that:
(i) such amendment is made in connection with a change in circumstances that arises
from a change in legal requirements, a change in law or a change in the types of activities in which
the City is engaged;
(ii) this Section as so amended, would have complied with the requirements of the Rule
at the time of the primary offering of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(iii) such amendment does not materially impair the interests of the Bondowners.
In the event of a failure of the City to comply with any provision of this Section, any
Bondowner may take such actions as may be necessary and appropriate, including seeking
mandamus or specific performance by court order, to cause the City to comply with its obligations
under this Section.  A default under this Section shall not be deemed an Event of Default under the
Ordinance, and the sole remedy under this Section, in the event of any failure of the City to comply
with this Section, shall be an action to compel performance.
Section 31.  Designation of Series 2009 Bonds as Qualified Tax-exempt Obligations. The
City hereby certifies that it does not reasonably anticipate that the total principal amount of
"qualified tax-exempt obligations" within the meaning of Section265(b)(3) of the Code which the
City, or any subordinate entity of the City, will issue during the calendar year during which the
Series 2009 Bonds are issued, will exceed $30,000,000; and therefore the City hereby designates
the Series 2009 Bonds issued pursuant to this Ordinance as "qualified tax-exempt obligations"
pursuant to the provisions of Section 265(b)(3) of the Code. 
Section 32.  Signatures of Officers.  If any of the officers whose signatures or facsimile
signatures appear on any of the Current Bonds or coupons cease to be such  officers before delivery
of the Current Bonds, such signatures shall nevertheless be valid for all purposes the same as if such
officers had remained in office until delivery, as provided by KRS 58.040 and KRS 61.390.
Section 33.  Severability Clause.  If any section, paragraph, clause or provision of this
Ordinance shall be held invalid, the invalidity of such section,  paragraph, clause or provision shall
not affect any of the remaining provisions of this Ordinance.
36Section 34.  Effective Date of Ordinance; Publication of Summary.    This Ordinance
shall be introduced at a meeting of the City Council and shall remain on file for public inspection
in the  office of the City Clerk until the next following regular, adjourned regular or called, special
session of the City Council, in the completed form in which it shall be put on its final enactment.
If enacted, this Ordinance shall be in full force and effect immediately, and a Notice of Enactment
and Summary of the provisions of this Ordinance, in the form submitted to this City Council, and
approved hereby, shall be published as required by law.
Introduced and given first reading by the City Council on October 12, 2009.
Given second reading and enacted by the City Council on October 13, 2009.
____________________________________
Mayor
Attest:

City Clerk
CERTIFICATE OF CITY CLERK
I, Bob Riggs, certify that I am the duly qualified and acting City Clerk of the City of
Russellville, Kentucky, that the foregoing Ordinance is a true and correct copy of an Ordinance
authorizing the issuance of City of Russellville, Kentucky Water and Sewer Refunding Revenue
Bonds, Series 2009, which Ordinance was duly enacted by the Common Council of said City, signed
by the Mayor of said City, and attested under Seal by me as City Clerk at a properly convened
meeting of the Common Council held on October 13, 2009, as shown by the official records of the
City in my custody and under my control, that said Ordinance has been ordered to be published by
title and summary as required by law, and that said Ordinance has been recorded in the official City
Ordinance Book of the City.
IN TESTIMONY WHEREOF, witness my signature as City Clerk and the official seal of
said City this October 13, 2009.
____________________________________
City Clerk
(Seal of City)
3738ACCEPTANCE BY THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
AS BOND REGISTRAR,
PAYING AGENT AND TRANSFER AGENT
The undersigned hereby agrees to the provisions of the foregoing Ordinance to the extent
there are contained therein provisions as to the rights and duties of it as Bond Registrar, Paying
Agent and Transfer Agent.
Dated:                                     , 2009.
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
By _________________________________
Signature
____________________________________
Title
39EXHIBIT A
SERIES 2009 BOND FORM
UNITED STATES OF AMERICA
COMMONWEALTH OF KENTUCKY
COUNTY OF LOGAN
CITY OF RUSSELLVILLE
WATER AND SEWER REFUNDING REVENUE BOND
SERIES 2009
R-____ $_______________
DATE OF ORIGINAL ISSUE: 
INTEREST RATE: MATURITY DATE: CUSIP:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
KNOW ALL MEN BY THESE PRESENTS:  That the City of Russellville (the"City"), in
the Commonwealth of Kentucky, for value received, hereby promises to pay to the Registered
Owner named above, or registered assigns or legal representatives, as herein provided, solely from
the special fund hereinafter identified, upon presentation and surrender of this Bond, the Principal
Amount specified above, on the Maturity Date specified above, and to pay interest on said sum at
the per annum Interest Rate specified above, from the interest payment date to which interest has
been paid next preceding the date on which this Bond is authenticated, unless this Bond is
authenticated on an interest payment date to which interest has been paid, in which event this Bond
shall bear interest from such date, or if this Bond is authenticated prior to the first interest payment
date, this Bond shall bear interest from the Date of Original Issue set out above, semiannually on
April 1 and October 1 of each year, commencing on April 1, 2010, until payment of the Principal
Amount except as the provisions hereinafter set forth with regard to redemption prior to maturity
may be and become applicable hereto.
The principal amount of this Bond (and redemption price, if redeemed prior to maturity) is
payable upon surrender of this Bond, at maturity or at earlier redemption prior to maturity, in lawful
money of the United States of America at the main office of The Bank of New York Mellon Trust
Company, N.A., Louisville, Kentucky (the "Paying Agent" and "Bond Registrar").  Interest due on
this Bond shall be paid by check or draft by mail postmarked no later than the due date thereof by
the Paying Agent to the registered owner hereof at the address shown as of the 15th day of the month
preceding each interest payment date on the bond register kept by the Bond Registrar.
This Bond is part of a duly authorized issue  of _________________ ($___________),
principal amount of City of Russellville, Kentucky Water and Sewer Refunding Revenue Bonds,
Series 2009 (the "Series 2009 Bonds") issued by the City pursuant to an Ordinance duly enacted (the"Current Bond Ordinance") under and in full compliance with the Constitution and Statutes of the
Commonwealth of Kentucky, and more specifically, Chapter 82 and Sections 58.010 through
58.140, inclusive, of the Kentucky Revised Statutes (the "Act"), for the purpose of providing funds
to refund the outstanding City of Russellville, Kentucky Water and Sewer Refunding Revenue
Bonds, Series 1998, dated October 1, 1998 (the "Series 1998 Bonds") authorized by an Ordinance
enacted by the City Council of the City on October 20, 1998 (the "1998 Bond Ordinance").
The Current Bond Ordinance provides that so long as any of the Series 2009 Bonds, and/or
any additional bonds ranking on a parity therewith, are outstanding, the System shall be owned and
operated as a combined and consolidated revenue-producing public project or System within the
meaning of Sections 58.010 through 58.140, inclusive, of the Kentucky. Revised Statutes, for the
security and source of payment of any and all of such outstanding the Series 2009 Bonds or any
additional parity bonds.
It is provided in and by the Current Bond Ordinance that additional bonds ranking on a parity
with the Series 2009 Bonds (the "Parity Bonds"), may be issued and outstanding upon the conditions
and restrictions provided in the Current Bond Ordinance; and the Series 2009 Bonds, together with
any Parity Bonds are and will continue to be payable from and secured by a first pledge of a fixed
portion of the gross income and revenues to be derived from the operation of the System, which
fixed portion of said gross income and revenues shall be sufficient to pay the principal of and
interest on all of said outstanding Series 2009 Bonds and any Parity Bonds as and when the same
become due and payable, and which shall be set aside as a special fund for that purpose and
identified as the City of Russellville Water and Sewer Bond and Interest Redemption Fund" (the
"Sinking Fund").
The City covenanted in the Current Bond Ordinance that so long as any of the Series 2009
Bonds and/or any Parity Bonds are outstanding, the System will be continuously owned and
operated as a revenue-producing undertaking, and that  the City will fix, charge, and adjust from time
to time as needed, such rates for the services and facilities of the System so that the income and
revenues therefrom will be sufficient to pay all of the Series 2009 Bonds and any Parity Bonds, and
the interest thereon, as the same become due, to pay the cost of operation and maintenance of the
System, and to provide for the depreciation thereof.
The Series 2009 Bonds do not constitute an indebtedness of the City ‘within the meaning of
any constitutional or statutory provisions or limitations, but are payable as to both principal and
interest solely out of the revenues of the System as aforesaid.
The Series 2009 Bonds are issuable as fully registered bonds in the denomination of$5,000
and any authorized multiple thereof within a single maturity.
This Series 2009 Bond is transferable by the registered owner hereof in person or by his
attorney duly authorized in writing at the main office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Current Bond Ordinance, and upon surrender and
cancellation of this Series 2009 Bond, duly endorsed for transfer or accompanied by an assignment
duly executed by the registered owner or his authorized representative. Upon such transfer being
made, a new fully registered Series 2009 Bond or Series 2009 Bonds of the same series and the same
maturity of authorized denomination, for the same aggregate principal amount, will be issued to the
transferee in exchange for this Series 2009 Bond.The City and the Bond Registrar may deem and treat the registered owner hereof as the
absolute owner hereof for the purpose of receiving payment of principal hereof, redemption price,
if any, and interest due hereon and for all other purposes, and neither the City nor the Bond Registrar
shall be affected by any notice to the contrary.
The Series 2009 Bonds are not subject to optional redemption prior to maturity.
The Series 2009 Bonds due ________ 1, 20__ shall be subject to mandatory sinking fund
redemption prior to maturity (said Bonds to be selected in such manner as the Trustee may
determine) at a redemption price of 100% of the principal amount thereof to be redeemed, plus
interest accrued to the redemption date, on ________ 1 in the years and in the principal amounts as
follows: 
1
20__
20__
20__
Principal Amount
$        ,000
,000
,000
The Series 2009 Bonds due __________ 1, 20__ shall be subject to mandatory sinking fund
redemption prior to maturity (said Bonds to be selected in such manner as the Trustee may
determine) at a redemption price of 100% of the principal amount thereof to be redeemed, plus
interest accrued to the redemption date, on _________ 1 in the years and in the principal amounts
as follows: 
1
20__
20__
20__
20__
20__
20__
20__
Principal Amount
$       ,000
,000
,000
,000
,000
,000
,000
It is hereby certified, recited and declared that all acts, conditions and things required to
exist, happen and be performed precedent to and in the issuance of the Series 2009 Bonds, have
existed, have happened and have been performed. in due time, form and manner as required by law,
that the amount of this Series 2009 Bond, together with all other obligations of said City, does not
exceed any limit prescribed by the Constitution or Statutes of the Commonwealth of Kentucky, and
that a sufficient portion of the gross income and revenues of the System has been pledged to and will
be set aside into the Sinking Fund by the City for the prompt payment of the principal of and interest
on this Series 2009 Bond and all of the Series 2009 Bonds, and all other bonds ranking on a parity
therewith, including any Parity Bonds.
IN WITNESS WHEREOF, said City of Russellville, in the Commonwealth of Kentucky, has
caused this Series 2009 Bond to be executed on its behalf with the duly authorized reproduced
facsimile signature of the Mayor of said City, and the reproduced facsimile of its Corporate Seal to
be imprinted hereon and attested by the reproduced facsimile signature of its City Clerk, dated as
of the first day of October, 2009; provided, however, that this Series2009 Bond shall not be validor become obligatory for any purpose, or be entitled to any security or benefit under the Current
Bond Ordinance pursuant to which it was authorized until the Authentication Certificate of Registrar
printed hereon shall have been executed by the manual signature of a duly authorized representative
of the Bond Registrar.
CITY OF RUSSELLVILLE, KENTUCKY
By  (Facsimile Signature)
Mayor
Attest:
(Facsimile Signature)
City Clerk
(Facsimile Seal)
(FORM OF AUTHENTICATION CERTIFICATE OF REGISTRAR)
AUTHENTICATION CERTIFICATE OF REGISTRAR
This is to certify that this Bond is one of the Series 2009 Bonds referred to in the within
Series 2009 Bond and in the Current Bond Ordinance authorizing same.
The Authentication Date of this Series 2009 Bond is:  __________________________
THE BANK OF NEW YORK
MELLON
TRUST COMPANY, N.A.
Bond Registrar and Paying Agent
By______________________________
Authorized OfficerSTATEMENT OF INSURANCE
_______________ ("_______________"), a __________-domiciled insurance company, has
delivered its financial guaranty insurance policy  (the "Policy") with respect to the scheduled
payments of principal of and interest on this Bond to The Bank of New York Mellon Trust
Company, N.A., as paying agent on behalf of the holders of the Bonds (the "Paying Agent").  Such
Policy is on file and available for inspection at the principal office of the Paying Agent and a copy
thereof may be obtained from ________________ or the Paying Agent.  All payments required to
be made under the Policy shall be made in accordance with the provisions thereof.  The owner of
this Bond acknowledges and consents to the subrogation rights of _______________ as more fully
set forth in the Policy.
(FORM OF ASSIGNMENT)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns, and transfers unto
___________________________________ _____________________________________ the
within Series 2009 Bond  and hereby irrevocably  constitutes and appoints
______________________________________________________________________________
attorney to transfer said
Series 2009 Bond on the books kept for registration and transfer of this Series 2009 Bond, with full
power of substitution in the premises.
Dated:  _____________________ ___________________________
Signature Guaranteed By: Social Security Number or
other taxpayer
identification number:
____________________________ ___________________________