A resolution supplementing and amending certain resolutions of The Metropolitan Government of Nashville and Davidson County and awarding the sale of certain series of Bonds.

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. RS2001-502 (the "New Money Resolution"), authorizing the issuance, sale and delivery by the Metropolitan Government of its General Obligation Multi-Purpose Improvement Bonds, in the aggregate principal amount of not to exceed two hundred ninety-two million five hundred sixty-five thousand dollars ($292,565,000) (the "New Money Bonds") for the purposes of financing the projects described therein, and on February 6, 2001, the Council adopted Resolution No. RS2001-510 (the "Refunding Resolution"), authorizing the issuance, sale and delivery by the Metropolitan Government of its General Obligation Multi-Purpose Refunding Bonds, in the aggregate principal amount of not to exceed two hundred ninety-one million dollars ($291,000,000) (the "Refunding Bonds") for the purpose of refunding certain outstanding obligations (the "Refunded Bonds") described therein (the New Money Resolution and the Refunding Resolution being sometimes herein collectively referred to as the "Resolutions"); and

WHEREAS, the New Money Bonds and the Refunding 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, prior to the sale, the Director of Finance determined to sell only $262,155,000 in aggregate principal amount of the New Money Bonds, which bonds shall be designated "Series 2001A", as more fully described on Schedule A-1 attached hereto, and $73,745,000 in aggregate principal amount of the Refunding Bonds, which bonds shall be designated "Series 2001B", as more fully described on Schedule A-2 attached hereto, and not to refund certain of the Refunded Bonds; and

WHEREAS, bids have been received for the Series 2001A Bonds and the Series 2001B Bonds (collectively, the "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 respective Resolutions in order to sell the Bonds on terms most favorable to the Metropolitan Government.

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:

2. Successful Bidder. The Council has reviewed all bids received with respect to the Bonds and the bid of Salomon Smith Barney, Inc., New York, New York (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 2001A Bonds and the Series 2001B Bonds at a purchase price of $354,361,107.90, plus accrued interest, representing the aggregate principal amount of the Bonds of $335,900,000.00, plus a net premium bid of $19,462,089.90, less underwriter's discount of $1,000,982.

4. Terms of Bonds. The terms of the Bonds sold pursuant to the terms hereof are set forth on Schedule A-1 and Schedule A-2 attached hereto and made a part hereof.

5. Amendments. The description of the Series 2001A Bonds contained in Sections 3.3(a) and (b), and 4.1(b) of the New Money Resolution and the form of the Series 2001A Bond attached to the New Money Resolution are hereby amended to conform to the terms of the Series 2001A Bonds set forth on Schedule A-1 attached hereto and made a part hereof. The description of the Series 2001B Bonds contained in Sections 4.3(a) and (b), and 5.1(b) of the Refunding Resolution and the form of the Series 2001B Bond attached to the Refunding Resolution are hereby amended to conform to the terms of the Series 2001B Bonds set forth on Schedule A-2 attached hereto and made a part hereof. The Bonds shall be issued in accordance with their respective resolutions, as amended and supplemented herein.

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.

I, being under oath, do certify this is a true and authentic copy of Resolution No.______ of the Metropolitan Government of Nashville and Davidson County which was adopted on February 20, 2001, at the regular meeting of the Metropolitan County Council held on that date, and is now recorded in Book No. _____, page _____.

____________________________ Metropolitan Clerk

State of Tennessee)
County of Davidson)

Sworn to and subscribed before me,

by:_______________________________,

this _____ day of February, 2001.

___________________________________
Notary Public

My Commission expires: ______________________

SCHEDULE A-1

SERIES 2001A BONDS

The Series 2001A Bonds shall be dated February 15, 2001, bear interest as set forth below, payable semi-annually on the fifteenth day of April and October of each year, commencing October 15, 2001, and mature on October 15 of each year as follows:

Optional Redemption

Series 2001A Bonds maturing October 15, 2001 through October 15, 2011 shall mature without option of prior redemption. Series 2001A Bonds maturing on October 15, 2012 and thereafter shall be subject to redemption prior to maturity at the option of the Metropolitan Government on or after October 15, 2011 as a whole, or in part, at any time, at the redemption price of par plus interest accrued to the redemption date. If less than all of the Series 2001A 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 2001A 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 2001A 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 2001A 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 2001A Bonds are not being held under a Book-Entry System by DTC, or a successor Depository, the Series 2001A 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 2001A Bonds shall be First Union National Bank, Nashville, Tennessee.

SCHEDULE A-2

SERIES 2001B BONDS

The Series 2001B Bonds shall be dated February 15, 2001, bear interest as set forth below, payable semi-annually on the fifteenth day of April and October of each year, commencing October 15, 2001, and mature on October 15 of each year as follows:

Optional Redemption

Series 2001B Bonds maturing October 15, 2002 through October 15, 2011 shall mature without option of prior redemption. Series 2001B Bonds maturing on October 15, 2012 and thereafter shall be subject to redemption prior to maturity at the option of the Metropolitan Government on or after October 15, 2011 as a whole, or in part, at any time, at the redemption price of par plus interest accrued to the redemption date. If less than all of the Series 2001B 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 2001B 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 2001B 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 2001B 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 2001B Bonds are not being held under a Book-Entry System by DTC, or a successor Depository, the Series 2001B 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.

Refunded Bonds. The Refunded Bonds to be refunded by the Series 2001B Bonds are as follows:

(a) Series 1994 Bonds, maturing May 15, 2005 through May 15, 2011, inclusive
(b) Series 1995 Bonds, maturing May 15, 2008 through May 15, 2017, inclusive
(c) Series 1996A Bonds, maturing November 15, 2011 and November 15, 2012

Registration and Paying Agent. The Registration and Paying Agent for the Series
2001B Bonds shall be First Union National Bank, Nashville, Tennessee.

Sponsored by: Howard Gentry

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