A resolution supplementing and amending Resolutions No. RS2001-510 and RS2001-786 of the Metropolitan County Council and awarding the sale of General Obligation Multi-Purpose Refunding Bonds, Series 2002A.

WHEREAS, on February 6, 2001, the Metropolitan County Council (the "Council") of The Metropolitan Government of Nashville and Davidson County (the "Metropolitan Government"), adopted Resolution No. RS2001-510, authorizing the issuance, sale and delivery by the Metropolitan Government of its General Obligation Multi-Purpose Refunding Bonds, for the purpose of refunding certain outstanding obligations described therein, and on October 16, 2001, adopted Resolution No. RS2001-786 amending Resolution No. RS2001-510 to increase the total amount of Bonds authorized and designating additional bonds to be refunded (Resolution No. RS2001-510, as amended by Resolution No. RS2001-786, is herein referred to as the "Resolution"); and

WHEREAS, pursuant to the terms of the Resolution, $92,245,000 in aggregate principal amount of General Obligation Multi-Purpose Refunding Bonds, designated Series 2002A (the "Series 2002A Bonds") have been advertised for public sale in THE BOND BUYER, a daily financial newspaper printed and published in New York, New York, and in THE TENNESSEAN, a newspaper of general circulation in the Metropolitan Government in accordance with Tennessee law (the "Notice of Sale"); and

WHEREAS, bids have been received for the Series 2002A Bonds; and

WHEREAS, it has been determined that it is advantageous to the Metropolitan Government to make certain changes to the terms of the Bonds as set forth in the Resolution in order to sell the Series 2002A Bonds on terms most favorable to the Metropolitan Government and to authorize the refunding of additional outstanding bonds.

NOW, THEREFORE, BE IT HEREBY RESOLVED by the Metropolitan County Council of The Metropolitan Government of Nashville and Davidson County, as follows:

1. Receipt of Bids. Pursuant to the Notice of Sale, duly published in accordance with Tennessee law, the following bids, copies of which are attached hereto, were received for the Bonds:

NAME OF BIDDER TRUE INTEREST RATE

2. Successful Bidder. The Council has reviewed all bids received with respect to the Bonds and the bid of __________________ (the "Purchaser") is the bid which results in the lowest true interest cost to the Metropolitan Government, and in all respects complies with the Notice of Sale.

3. Award of Bonds. It is hereby ordered that the bid of the Purchaser attached hereto be and the same is hereby accepted, and the Council hereby awards and sells to the Purchaser the Series 2002A Bonds at a purchase price of $____________, plus accrued interest, representing the aggregate principal amount of the Series 2002A Bonds of $______________, plus a net premium bid of $_____________, less underwriter's discount of $____________.

4. Terms of Bonds. The terms of the Bonds sold pursuant to the terms hereof are set forth on Schedule A attached hereto and made a part hereof.

5. Amendments. (a) The description of the Series 2002A Bonds contained in Sections 4.3(a) and (b), and 5.1(b) of the Resolution and the form of the Series 2002A Bond attached to the Refunding Resolution are hereby amended to conform to the terms of the Series 2002A Bonds set forth on Schedule A attached hereto and made a part hereof. The Series 2002A Bonds shall be issued in accordance with the Resolution, as amended and supplemented herein.

(b) The definition of "Refunded Bonds" contained in Section 1.1 of the Resolution is hereby deleted and substituted in lieu thereof shall be the following:

"Refunded Bonds" means the Series 1994 Bonds, the Series 1995 Bonds,
the Series 1996 Bonds, the Series 1996A Bonds, the Series 1997A Bonds, and the Series 2001A Bonds.

(c) The following definition shall be added in the appropriate place in Section 1.1 of the Resolution.

"Series 2001A Bonds" means those maturities of the Metropolitan Government's outstanding General Obligation Multi-Purpose Improvement Bonds, Series 2001A, dated February 15, 2001, designated by the Director of Finance, in consultation with the Metropolitan Government's Financial Advisor, whose refunding, either alone or with other refunded bonds, will achieve the cost savings objectives of the Metropolitan Government.

6. Good Faith Deposit. The Director of Finance of the Metropolitan Government is hereby authorized and directed to accept as the good faith deposit for the Bonds awarded hereunder the Good Faith Deposit SURE-BID issued by Financial Security Assurance Inc.

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

8. Effectiveness. This resolution shall be in immediate effect from and after its adoption, the welfare of The Metropolitan Government of Nashville and Davidson County requiring it.

SCHEDULE A

SERIES 2002A BONDS

The Series 2002A Bonds shall be dated January 1, 2002, bear interest as set forth below, payable semi-annually on the fifteenth day of May and November of each year, commencing May 15, 2002, and mature on November 15 of each year as follows:

YEAR AMOUNT INTEREST RATE (Per Annum)

11/15/2002
11/15/2003
11/15/2004
11/15/2005
11/15/2006
11/15/2007
11/15/2008
11/15/2009
11/15/2010
11/15/2011
11/15/2012
11/15/2013
11/15/2014
11/15/2015
11/15/2016
11/15/2017
11/15/2018
11/15/2019
11/15/2020
11/15/2021
11/15/2022
11/15/2023
11/15/2024
11/15/2025

Optional Redemption

Series 2002A Bonds maturing November 15, 2002 through November 15, 2009 shall mature without option of prior redemption. Series 2002A Bonds maturing on November 15, 2010 and thereafter shall be subject to redemption prior to maturity at the option of the Metropolitan Government on or after November 15, 2009 as a whole, or in part, at any time, at the redemption prices (expressed as a percentage of the principal amount of the Series 2002A Bonds to be redeemed), together with interest accrued to the redemption date, as follows:

Period During Which Redeemed(Both dates inclusive) Redemption Price
November 15, 2009 through November 14, 2010 101.0%
November 15, 2010 through November 14, 2011 100.5%
November 15, 2011 and thereafter 100.0%

If less than all of the Series 2002A Bonds shall be called for redemption, the maturities to be redeemed shall be selected by the Metropolitan Council in its discretion. If less than all of the Series 2002A Bonds within a single maturity shall be called for redemption, the interest within the maturity to be redeemed shall be selected as follows:

(i) if the Series 2002A Bonds are being held under a Book-Entry System by DTC, or a successor Depository, the amount of the interest of each DTC Participant in the Series 2002A Bonds to be redeemed shall be determined by DTC, or such successor Depository by lot or such other manner as DTC, or such successor Depository, shall determine; or

(ii) if the Series 2002A Bonds are not being held under a Book-Entry System by DTC, or a successor Depository, the Series 2002A Bonds within the maturity to be redeemed shall be selected by the Registration Agent by lot or such other random manner as the Registration Agent in its discretion shall determine.

Regular Record Date. The Regular Record Date shall be the first day of each month in which an Interest Payment Date occurs.

Registration and Paying Agent. The Registration Agent for the Series 20021A Bonds shall be SouthTrust Bank, Nashville, Tennessee.

Sponsored By: Jim Shulman, David Briley