Substitute Ordinance authorizing the execution and delivery of a Supplemental Trust Indenture relating to the issuance of Public Improvement Revenue Refunding Bonds (Stadium Project), Series 2001, of the Sports Authority of the metropolitan government of Nashville and Davidson county; authorizing the pledge of certain revenues of the Metropolitan Government as security for such bonds; authorizing an official statement to be distributed in connection with the sale of the bonds; and approving the authorization, issuance and sale of the bonds.

WHEREAS, The Sports Authority of the Metropolitan Government of Nashville and Davidson County (the "Authority") has been formed pursuant to Title 7, Chapter 67, Tennessee Code Annotated (the "Act") by The Metropolitan Government of Nashville and Davidson County (the "Metropolitan Government") for the purposes set forth in the Act; and

WHEREAS, pursuant to resolution of the Board of Directors of the Authority adopted on February 13, 1996, the Authority has issued $78,970,000 in aggregate principal amount of Public Improvement Revenue Bonds (Stadium Project), Series 1996, dated July 1, 1996 (the "Series 1996 Bonds") in accordance with a Trust Indenture (the "Original Indenture") by and among the Authority, the Metropolitan Government and First American National Bank, as trustee, predecessor to the current trustee, for the purpose of providing funds to pay a portion of the costs of constructing, acquiring, erecting, extending, improving and equipping a stadium facility and all related facilities, including, parking facilities, on land within an area known as the East Bank Redevelopment Project, as described in the East Bank Redevelopment Plan, approved by Ordinance No. 096-163, as amended, of the Metropolitan County Council (the "Metropolitan Council"), and acquiring a site or sites necessary and convenient for the stadium facility and demolishing structures thereon (collectively, the "Project"), and to pay architectural, engineering, legal and consulting costs incident thereto and costs incident to the issuance and sale of the Series 1996 Bonds; and

WHEREAS, the Authority has determined that a portion of the Series 1996 Bonds can now be refunded and refinanced at a cost savings to the Authority and that it is necessary and desirable and in the best interest of the Authority to issue an additional series of bonds for the purpose of refunding a portion of the Series 1996 Bonds; and

WHEREAS, the Original Indenture provides that the Authority may, subject to the provisions and limitations therein contained, issue additional bonds to refund the Series 1996 Bonds, or any portion thereof, and pay costs incident thereto and to the issuance and sale of the additional bonds; and

WHEREAS, by resolution of the Board of Directors of the Authority, the Authority has authorized the issuance and sale of an additional series of bonds under the Original Indenture, to be designated as "The Sports Authority of The Metropolitan Government of Nashville and Davidson County, Public Improvement Revenue Refunding Bonds (Stadium Project), Series 2001" (the "Series 2001 Bonds") in the aggregate principal amount of not to exceed $75,000,000 for the purpose of providing funds to refund all or a portion of the Series 1996 Bonds maturing July 1, 2007 through July 1, 2017, inclusive, July 1, 2021 and July 1, 2026 (the "Refunded Series 1996 Bonds"); and

WHEREAS, the Series 2001 Bonds shall be issued pursuant to and contain such terms and provisions as are set forth in the Original Indenture, as supplemented by a First Supplemental Trust Indenture (the "Supplemental Indenture"; the Original Indenture and the Supplemental Indenture being referred to herein as the "Indenture"), and be secured on an equal, ratable and parity basis with the Series 1996 Bonds maturing July 1, 2002 through July 1, 2006, inclusive, and any other Series 1996 Bonds not refunded by the Series 2001 Bonds (the "Unrefunded Series 1996 Bonds") by (a) a pledge by the Sports Authority of all its right, title and interest in (i) the Lease (as defined and described in the Original Indenture) and the (ii) Project Parking Revenues (as defined in the Original Indenture) and (b) a pledge by the Metropolitan Government of all its right, title and interest in and to (i) the PILOT Payments (as defined in the Original Indenture), (ii) Project Parking Revenues, to the extent of any interest therein, and (iii) Non-Tax Revenues (as defined in the Original Indenture), but only to the extent Basic Rent under the Lease, Project Parking Revenues and PILOT Payments are not sufficient to pay principal of, premium, if any, and interest on the Unrefunded Series 1996 Bonds and the Series 2001 Bonds as they come due; and

WHEREAS, the Metropolitan Government is authorized by the Act to grant, contribute and/or pledge revenues of the Metropolitan Government to or for the benefit of the Authority derived from any source (except revenues derived from ad valorem property taxes); and

WHEREAS, the Metropolitan Council deems it necessary and desirable to enter into the Supplemental Indenture for the purpose of pledging to the payment of the principal of, redemption premium, if any, and interest on the Series 2001 Bonds certain non-tax revenues as described above and more specifically described in the Indenture; and

WHEREAS, the Act requires that any bonds issued by the Authority must be approved by the governing body of the Metropolitan Government; and

WHEREAS, the Metropolitan County Council hereby finds and determines that it is in the best interest of the Authority and the Metropolitan Government that the Series 2001 Bonds be issued for the purposes set forth herein; and

WHEREAS, for the purpose of approving the issuance of the Series 2001 Bonds, authorizing the pledge of revenues as above described, approving the form and authorizing the execution and delivery of the Supplemental Indenture, authorizing a preliminary official statement and an official statement in connection with the sale of the Series 2001 Bonds, and authorizing the execution and delivery of such documents and certificates as shall be necessary to consummate the execution and delivery of the Series 2001 Bonds and the Supplemental Indenture and the pledge of revenues hereinabove described, the Council adopts this Ordinance.

NOW, THEREFORE, BE IT ENACTED BY THE METROPOLITAN COUNTY COUNCIL OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY, AS FOLLOWS:

Approval of Series 2001 Bonds. The issuance and sale of the Series 2001 Bonds by the Authority in the aggregate principal amount of not to exceed $75,000,000 for the purposes hereinabove set forth are hereby approved. The Series 2001 Bonds shall be sold at competitive sale or negotiated sale as shall be determined by the Chair of the Authority, in consultation with the Director of Finance of the Metropolitan Government, at a price of not less than ninety-eight percent (98%) of par, less any original issue discount on the Series 2001 Bonds, plus accrued interest. The Series 2001 Bonds shall bear interest at a rate or rates not exceeding a true interest cost of six percent (6.0%) per annum. The actions of the Authority in selling the Series 2001 Bonds and fixing the rate or rates on the Series 2001 Bonds, but not exceeding a true interest cost of six percent (6.0%) per annum shall be binding on the Metropolitan Government and no further action by the Metropolitan Council with respect thereto shall be required. The Series 2001 Bonds shall be authenticated and delivered by the Chair of the Authority and attested by the Secretary/Treasurer of the Authority. In connection with the sale and delivery of the Series 2001 Bonds, the Metropolitan County Mayor (the "Mayor"), the Director of Finance, the Director of Law, and the Metropolitan Clerk of the Metropolitan Government are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Indenture.

Approval of Supplemental Indenture. The form, terms and provisions of the Supplemental Indenture pursuant to which the Series 2001 Bonds will be issued, substantially in the form presented to this meeting, are hereby approved and the Mayor and the Metropolitan Clerk are hereby authorized, empowered and directed to execute and deliver the Supplemental Indenture in the name and on behalf of the Metropolitan Government in substantially the form now before this meeting, with such changes therein as shall be approved by the Mayor and Metropolitan Clerk, their execution thereof to constitute conclusive evidence of their approval of any and all such changes. From and after the execution and delivery of the Supplemental Indenture, the officers of the Metropolitan Government or any of them, are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Supplemental Indenture as executed.

Pledge of Revenues. (a) The Metropolitan Government hereby pledges to the payment of the principal of, premium, if any, and interest on the Series 2001 Bonds pursuant to the terms of the Indenture all its right, title and interest in and to the following:

(i) All payments made by the Department of Water and Sewerage Services of the Metropolitan Government in lieu of ad valorem taxes pursuant to Resolution No. R96-177 adopted by the Metropolitan Council on February 29, 1996 (the "PILOT Payments").

(ii) To the extent of its interest therein, all income, revenues, receipts and rents of the Authority or the Metropolitan Government derived from any and all parking lots and facilities of the Authority or the Metropolitan Government, located in the East Bank Redevelopment Project as described in Ordinance No. 096?163, as amended, of the Metropolitan Council whether managed by the Authority or the Metropolitan Government, or any agency or instrumentality thereof or any other Person (the "Project Parking Revenues").

(iii) To the extent of any deficiency in the foregoing, and any revenues and rents pledged by the Authority, for the payment of principal of, premium, if any, or interest on the Unrefunded Series 1996 Bonds and the Series 2001 Bonds, all income and revenues of the Metropolitan Government, which according to generally accepted accounting principles promulgated by the Governmental Accounting Standards Board and normal and customary accounting practices of the Metropolitan Government are deposited to and become assets of the General Fund of the Metropolitan Government derived from any source other than income and revenues derived from the exercise by the Metropolitan Government of its powers to levy and collect taxes of any kind (the "Non-Tax Revenues"). The term "Non-Tax Revenues" does not include State-shared taxes, revenues of any agency or instrumentality of the Metropolitan Government, revenues which according to generally accepted accounting principles promulgated by the Governmental Accounting Standards Board are normal and customary accounting practices of the Metropolitan Government are deposited to and become assets of any proprietary fund or enterprise fund of the Metropolitan Government, or lease payments or any other payments made to the Metropolitan Government by the Authority or any other Person under the Stadium Lease by and between the Authority, as lessor and Cumberland Stadium, L.P., as lessee dated May 14, 1996. The term "Non-Tax Revenues" includes the PILOT Payments and the Project Parking Revenues.

(b) The Metropolitan Government covenants and agrees that it shall collect and receive the PILOT Payments, Project Parking Revenues and Non-Tax Revenues and shall not take any action or permit to be taken any action which would in any way cause the PILOT Payments or the Project Parking Revenues to be reduced in amount or, except as provided in the Indenture, applied to any purpose other than the payment of debt service on the Unrefunded Series 1996 Bonds and the Series 2001 Bonds. The Metropolitan Government covenants that it will not repeal or amend in any way which will adversely affect the security for the Bonds, Substitute Bill No. 096-222, Substitute Bill No. 096-378, Substitute Resolution No. R96-180, Resolution No. R96-177, or Substitute Resolution No. R96-313. The Metropolitan Government covenants and agrees that from and after the delivery of the Series 2001 Bonds and continuing so long as any Series 2001 Bonds are Outstanding hereunder, the Metropolitan Government will maintain Non-Tax Revenues, including the PILOT Payments and the Project Parking Revenues, in an amount which equals or exceeds two (2) times the Maximum Debt Service Requirement with respect to the Outstanding Series 2001 Bonds, Unrefunded Series 1996 Bonds, and any Additional Secured Indebtedness. The Metropolitan Government will take, or cause to be taken, all actions necessary to maintain its eligibility to levy, collect and receive, as applicable, the PILOT Payments, each of the Non-Tax Revenues, and its interests, if any, in the Project Parking Revenues.

(c) The Metropolitan Government hereby reconfirms its pledge of the PILOT Payments, the Project Parking Revenues and the Non-Tax Revenues, as more fully provided in the Indenture, to secure payment of principal of, premium, if any, and interest on the Unrefunded Series 1996 Bonds.

Approval of Official Statement. The Director of Finance, in consultation with the chair of the Authority and Public Financial Management, Inc., the financial advisor to the Metropolitan Government (the "Financial Advisor") is authorized, empowered and directed to cause a Preliminary Official Statement to be prepared and distributed, by electronic method or otherwise, by the Financial Advisor. After the Series 2001 Bonds have been sold, the Director of Finance, together with the Authority, shall make such completions, omissions, insertions and changes in the Preliminary Official Statement not inconsistent with this Ordinance as are necessary or desirable to complete it as a final Official Statement for purposes of Rule 15c2-12 of the Securities and Exchange Commission. The Director of Finance is authorized and directed to sign the Official Statement on behalf of the Metropolitan Government, and the Financial Advisor is authorized to distribute the Official Statement in connection with the sale of the Series 2001 Bonds to the purchaser(s).

The Director of Finance is authorized, on behalf of the Metropolitan Government, to deem the Preliminary Official Statement and the Official Statement in final form, each to be final as of its date within the meaning of Rule 15c2-12(b)(1) if necessary in the judgment of the purchaser(s) of the Series 2001 Bonds except for the omission in the Preliminary Official Statement of certain pricing and other information allowed to be omitted pursuant to such Rule 15c2-12(b)(1). The distribution of the Preliminary Official Statement and Official Statement in final form shall be conclusive evidence that each has been deemed in final form as of its date by the Metropolitan Government except for the omission in the Preliminary Official Statement of such pricing and other information.

Additional Authorizations. All acts and doings of the Mayor, the Metropolitan Clerk, the Director of Finance and the Director of Law and any other officer of the Metropolitan Government which are in conformity with the purposes and intent of this Ordinance and in furtherance of the issuance and sale of the Series 2001 Bonds and the execution and delivery of the documents as set forth herein shall be and the same hereby are in all respects, approved and confirmed.

Continuing Disclosure. The Metropolitan Government hereby covenants and agrees that it will provide annual financial information and material event notices as required by Rule 15c2-12 of the Securities Exchange Commission for the Series 2001 Bonds. The Director of Finance is authorized to execute at the closing of the sale of the Series 2001 Bonds, if required by the Rule, an agreement for the benefit of and enforceable by the owners of the Series 2001 Bonds specifying the details of the financial information and material event notices to be provided and its obligations relating thereto. Failure of the Metropolitan Government to comply with the undertaking herein described and to be detailed in said closing agreement, shall not be a default under the Indenture, but any such failure shall entitle the owner or owners of any of the Series 2001 Bonds to take such actions and to initiate such proceedings as shall be necessary and appropriate to cause the Metropolitan Government to comply with its undertaking as set forth herein and in said agreement, including the remedies of mandamus and specific performance.

Limitation of Liability. The Series 2001 Bonds are not general obligations of the Metropolitan Government but are limited obligations payable solely from the revenues and receipts which are specifically pledged herein and in the Indenture in the manner and to the extent provided in the Indenture. The Series 2001 Bonds and interest thereon shall not be deemed to constitute a pledge of the faith and credit of the State or any political subdivision thereof, including the Authority and the Metropolitan Government. Neither the State nor any political subdivision thereof, including the Authority and the Metropolitan Government, shall be obligated to pay the principal of or interest on the Series 2001 Bonds, or other costs incident thereto, except from the revenues and receipts pledged therefor, and neither the faith and credit nor the taxing power of the State or any political subdivision thereof, including the Authority and the Metropolitan Government, is pledged to the payment of the principal of or interest on the Series 2001 Bonds, except as provided in the Indenture. No Series 2001 Bond owner or any other person shall have any recourse against any member, director, officer, employee or agent of the Metropolitan Government arising out of any of the documents or actions authorized herein.

Substitute Trustee. The Authority and the Metropolitan Government are in process of replacing the existing trustee under the Indenture with Regions Bank, Nashville, Tennessee, as the new trustee. It is the intent and desire of the Metropolitan Council that the trustee under the Indenture be Regions Bank and shall be Regions Bank when the substitution process is complete.

Authorized Metropolitan Government Representative. Any officer of the Metropolitan Government is hereby authorized to act as Authorized Metropolitan Government Representative under the Indenture.

Amendments. All amendments to this ordinance and all amendments to the Supplemental Indenture permitted pursuant to the provisions thereof may hereafter be authorized and approved by resolution of the Council which receives at least twenty-one (21) affirmative votes.

Separability. If any section, paragraph or provision of this Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance.

Repeal of Conflicting Ordinances, Resolutions. All other resolutions, ordinances and orders, or parts thereof, in conflict with the provisions of this Ordinance, are, to the extent of such conflict, hereby repealed.

Effective Date. This Ordinance shall take effect from and after its passage, the welfare of The Metropolitan Government of Nashville and Davidson County requiring it.

Sponsored By: Jim Shulman

LEGISLATIVE HISTORY
Substitute Introduced:	November 20, 2001
Referred to:	Budget & Finance Committee
Passed Second Reading:	November 20, 2001
Passed Third Reading:	December 4, 2001
Approved:	December 5, 2001
By: