Adopted March 20, 2001

NOW, THEREFORE, BE IT RESOLVED BY THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY, as follows:

ARTICLE I

AUTHORITY AND DEFINITIONS

I1. Supplemental Resolution. This Nineteenth Supplemental Electric System Revenue Bond Resolution is supplemental to the Electric System Revenue Bond Resolution adopted by the Metropolitan Government on November 5, 1985, as heretofore supplemented and amended (the "Bond Resolution").

I2. Authority for this Nineteenth Supplemental Resolution. This Nineteenth Supplemental Resolution is adopted (i) pursuant to the provisions of the Act and (ii) in accordance with Article X of the Bond Resolution.

I3. Definitions.

(1) Except as provided by this Nineteenth Supplemental Resolution, all terms which are defined in Section 101 of the Bond Resolution or Section 103 of the Eighteenth Supplemental Resolution shall have the same meanings, respectively, in this Nineteenth Supplemental Resolution as such terms are given in said Section 101 of the Bond Resolution or Section 103 of the Eighteenth Supplemental Resolution.

(2) In this Nineteenth Supplemental Resolution:

Bond Resolution shall mean the Electric System Revenue Bond Resolution adopted by the Metropolitan Government on November 5, 1985, as supplemented and amended.

Continuing Disclosure Agreement shall mean the Continuing Disclosure Agreement to be entered into by and among the Metropolitan Government, the Board and U.S. Bank Trust National Association, as disclosure agent.

Contract of Purchase shall mean the Purchase Contract to be entered into by and among the Metropolitan Government, the Board and the Underwriters.

Eighteenth Supplemental Resolution shall mean the Eighteenth Supplemental Electric System Revenue Bond Resolution adopted by the Metropolitan Government on February 6, 2001.

Escrow Agreement shall mean the Escrow Agreement to be entered into by and between the Metropolitan Government and U.S. Bank Trust National Association, as escrow agent.

Official Statement shall mean the Official Statement of the Metropolitan Government relating to the 2001 Series A Bonds and the 2001 Series B Bonds.

Sale Resolution shall mean the resolution of the Board adopted on March 12, 2001 entitled "A RESOLUTION DETERMINING CERTAIN DETAILS OF (A) $118,395,000 AGGREGATE PRINCIPAL AMOUNT OF ELECTRIC SYSTEM REVENUE BONDS, 2001 SERIES A, OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY, AND (B) $18,400,000 AGGREGATE PRINCIPAL AMOUNT OF ELECTRIC SYSTEM REVENUE REFUNDING BONDS, 2001 SERIES B, OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY, AND CERTAIN OTHER MATTERS WITH RESPECT TO SAID 2001 SERIES A BONDS AND 2001 SERIES B BONDS", a copy of which resolution of the Board is annexed hereto as Exhibit A.

Underwriters shall mean Morgan Keegan & Company, Inc., PaineWebber, Inc., Merrill Lynch & Co., Salomon Smith Barney, Wiley Bros. Aintree Capital, LLC and Berean Capital, Inc.

ARTICLE II

ELECTION TO REDEEM CERTAIN OUTSTANDING BONDS

II1. Election to Redeem Certain Outstanding Bonds. (a) The Metropolitan Government hereby irrevocably elects, and hereby directs the Fiscal Agent, from the proceeds of the Investment Securities purchased with the proceeds of the 2001 Series B Bonds and from other moneys and Investment Securities deposited by the Board with the Fiscal Agent pursuant to Section 208 of the Eighteenth Supplemental Resolution to redeem on May 15, 2006, at a Redemption Price of 102%, all the 1996 Series A Bonds scheduled to mature on May 15, 2014, to pay the Redemption Price of such 1996 Series A Bonds on such date and to pay when due all of the interest which is to become due on such 1996 Series A Bonds on and prior to such date of redemption. In order to effectuate this election, the Metropolitan Government hereby covenants that upon the authentication and delivery of the 2001 Series B Bonds, an Authorized Officer of the Metropolitan Government and an Authorized Officer of the Board shall give the Fiscal Agent irrevocable instructions required by Sections 205 and 1201 of the Bond Resolution, in substantially the form annexed to the Escrow Agreement as Schedule B.

(b) The Metropolitan Government hereby authorizes and directs the Fiscal Agent to mail notice of redemption to the Holders of the Refunded Bonds to be redeemed and to mail notice of the deposit of moneys and/or Investment Securities sufficient for the payment of the Refunded Bonds to the Holders of the Refunded Bonds, all in accordance with and at the times provided in the Bond Resolution. The Metropolitan Government hereby further authorizes and directs the Fiscal Agent to mail notice of the intention of the Metropolitan Government to issue revenue refunding bonds to refund the Refunded Bonds in accordance with the provisions of Tennessee Code Annotated, Section 9-21-1010, as amended.

ARTICLE III

RATIFICATION OF BOARD'S ACTION WITH RESPECT TO
2001 SERIES A BONDS AND 2001 SERIES B BONDS

III1. Ratification of Principal Amounts, Maturities and Interest Rates, Accrued Interest Payable from the Proceeds of the 2001 Series A Bonds, Designation of Refunded Bonds and Redemption Dates of the Refunded Bonds. The determinations of the Board with respect to the aggregate principal amount of, the maturities and principal amount of each maturity of, the interest rates for, and the optional and mandatory sinking fund redemption provisions for, the 2001 Series A Bonds and the 2001 Series B Bonds, the determination of the amount of interest on the 2001 Series A Bonds payable from the proceeds of the 2001 Series A Bonds, the designation of Refunded Bonds and the redemption dates of the Refunded Bonds and such other matters as are determined in Sections 1, 2, 3, 4, 5 and 6 of the Sale Resolution, as the same is required under the Eighteenth Supplemental Resolution, be and the same are hereby approved, ratified and confirmed. The Metropolitan County Mayor, the Treasurer of the Metropolitan Government and the Metropolitan Clerk are hereby authorized to execute and to deliver the 2001 Series A Bonds and the 2001 Series B Bonds in the name of and on behalf of the Metropolitan Government in the form as set forth in Section 209 of the Eighteenth Supplemental Resolution, with such variations, omissions and insertions as are required or permitted consistent with the Bond Resolution and the Sale Resolution, in exchange for the purchase price therefor as set forth in the Contract of Purchase and in Section 302 of this Nineteenth Supplemental Resolution.

III2. Approval of Purchase Contract and Purchase Price. The Contract of Purchase, in substantially the form attached hereto as Exhibit B, be and the same is hereby approved. The Metropolitan County Mayor, the Treasurer of the Metropolitan Government and the Director of Finance of the Metropolitan Government, any one of whom may act alone, are hereby authorized and directed to execute and deliver the Contract of Purchase in the name of and on behalf of the Metropolitan Government, with such changes, insertions or omissions as the person executing the same shall approve, such execution and delivery thereof to be conclusive evidence of the approval of any such changes, insertions or omissions. The sale of the 2001 Series A Bonds to the Underwriters at a purchase price of $117,873,767.10 (the par amount of $118,395,000 less original issue discount of $307,121.20 less underwriters' discount of $674,288.20 plus accrued interest of $460,176.50) is hereby approved, and the sale of the 2001 Series B Bonds to the Underwriters at a purchase price of $20,021,201.11 (the par amount of $18,400,000 plus net original issue premium of $1,647,282.45 less underwriters' discount of $104,792.45 plus accrued interest of $78,711.11) is also hereby approved.

The appropriate officials of the Metropolitan Government are hereby authorized, empowered, and directed, from and after the execution and delivery of the Contract of Purchase, to do all acts and things, and to execute all documents, as may be necessary or convenient to carry out and to comply with the provisions of the Contract of Purchase, as executed and delivered.

III3. Approval of Continuing Disclosure Agreement. The Continuing Disclosure Agreement, in substantially the form attached hereto as Exhibit C, be and the same is hereby approved. The Metropolitan County Mayor, the Treasurer of the Metropolitan Government and the Director of Finance of the Metropolitan Government, any one of whom may act alone, are hereby authorized and directed to execute and deliver the Continuing Disclosure Agreement in the name and on behalf of the Metropolitan Government, with such changes, insertions or omissions as the person executing the same shall approve, such execution and delivery thereof to be conclusive evidence of the approval of any such changes, insertions or omissions.

III4. Approval of Escrow Agreement. The Escrow Agreement, in substantially the form attached hereto as Exhibit D, be and the same is hereby approved. The Metropolitan County Mayor, the Treasurer of the Metropolitan Government and the Director of Finance of the Metropolitan Government, any one of whom may act alone, are hereby authorized and directed to execute and deliver the Escrow Agreement in the name and on behalf of the Metropolitan Government, with such changes, insertions or omissions as the person executing the same shall approve, such execution and delivery thereof to be conclusive evidence of the approval of any such changes, insertions or omissions.

III5. Approval of Official Statement. The Official Statement in substantially the form attached hereto as Exhibit E be and the same is hereby approved, and the use of the Official Statement by the Underwriters in connection with the offering and sale of the 2001 Series A Bonds and the 2001 Series B Bonds is hereby approved, ratified and confirmed.

III6. Tax Covenant. The Metropolitan Government hereby covenants and agrees with the Holders of the 2001 Series A Bonds and the 2001 Series B Bonds to do the following:

1. The Metropolitan Government shall comply with each applicable requirement of the Internal Revenue Code of 1986, as amended (the "Code"), necessary to maintain the exclusion of interest on the 2001 Series A Bonds and on the 2001 Series B Bonds from gross income for Federal income tax purposes. In furtherance of the covenant contained in the preceding sentence, the Metropolitan Government agrees to comply with the provisions of the Tax and Arbitrage Certificate (the "Tax Certificate") to be prepared by Bond Counsel for the 2001 Series A Bonds and the 2001 Series B Bonds and to be executed by the Metropolitan Government on the date of the initial issuance and delivery of the 2001 Series A Bonds and the 2001 Series B Bonds, as such Tax Certificate may be amended from time to time, as a source of guidance for achieving compliance with the Code, and the Metropolitan County Mayor, the Treasurer of the Metropolitan Government and the Director of Finance of the Metropolitan Government, any one of whom may act alone, are hereby authorized and directed to execute and deliver the Tax Certificate on behalf of and in the name of the Metropolitan Government.

2. The Metropolitan Government shall make any and all payments required to be made to the United States Department of the Treasury in connection with the 2001 Series A Bonds and the 2001 Series B Bonds pursuant to Section 148(f) of the Code from amounts on deposit in the funds and accounts established under the Bond Resolution, as heretofore and hereafter amended and supplemented, or otherwise available therefor.

3. Notwithstanding any provision of the Bond Resolution to the contrary, so long as necessary to maintain the exclusion from gross income of interest on the 2001 Series A Bonds and the 2001 Series B Bonds for Federal income tax purposes, the covenants contained in this Section shall survive the payment of the 2001 Series A Bonds and the 2001 Series B Bonds and the interest thereon, including any payment or defeasance thereof pursuant to Section 1201 of the Bond Resolution.

ARTICLE IV

RESOLUTION TO REMAIN IN EFFECT; EFFECTIVE DATE

IV1. Resolution To Remain In Effect. Save and except as supplemented and amended by this Nineteenth Supplemental Resolution, the Bond Resolution and the Eighteenth Supplemental Resolution shall remain in full force and effect.

IV2. Effective Date. This Nineteenth Supplemental Electric System Revenue Bond Resolution shall take effect from and after its adoption, the welfare of the Metropolitan Government requiring it.

Sponsored by: Howard Gentry

LEGISLATIVE HISTORY
Referred to:	Budget & Finance Committee
Introduced:	March 20 , 2001
Adopted:	March 20 , 2001
Approved:	March 22, 2001
By: