A resolution supplementing and amending resolution No. RS2002-995 of The Metropolitan Government of Nashville and Davidson County and awarding the sale of $31,065,000 General Obligation Energy Production Facility Refunding Bonds, Series 2002A and $27,000,000 General Obligation Energy Production Facility Refunding Bonds, Series 2002B (Federally Taxable).

WHEREAS, on April 2, 2002, the Metropolitan County Council (the "Council") of The Metropolitan Government of Nashville and Davidson County (the "Metropolitan Government"), adopted Resolution No. RS2002-995 (the "Resolution"), authorizing the issuance, sale and delivery by the Metropolitan Government of its general obligation energy production facility refunding bonds in the aggregate principal amount of not to exceed seventy-two million dollars ($72,000,000) for the purpose of refunding certain outstanding obligations (the "Refunded Bonds") described in the Resolution; and

WHEREAS, pursuant to the Resolution, it has been determined that it is advantageous to the Metropolitan Government to sell $31,065,000 in aggregate principal amount of General Obligation Energy Production Facility Refunding Bonds, Series 2002A (the "Series 2002A Bonds") and $27,000,000 General Obligation Energy Production Facility Refunding Bonds, Series 2002B (Federally Taxable), (the Series 2002A Bonds and the Series 2002B Bonds herein being referred to as the "Bonds"); and

WHEREAS, the 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 Bonds; and

WHEREAS, it is now necessary and proper to provide for the award of the Bonds and to make certain changes to the terms of the Bonds as desirable 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 Bidders. (a) The Council has reviewed all bids received with respect to the Series 2002A Bonds and the bid of Morgan Keegan & Company, Inc. (the "Series 2002A Purchaser") is the bid which results in the lowest true interest cost of the Series 2002A Bonds to the Metropolitan Government, and in all respects complies with the Notice of Sale.

(b) The Council has reviewed all bids received with respect to the Series 2002B Bonds and the bid of Morgan Stanley, Dean Witter (the "Series 2002B Purchaser") is the bid which results in the lowest true interest cost of the Series 2002B Bonds to the Metropolitan Government, and in all respects complies with the Notice of Sale.

3. Award of the Bonds. (a) It is hereby ordered that the bid of the Series 2002A Purchaser attached hereto be and the same is hereby accepted, and the Council hereby awards and sells the Series 2002A Bonds to the Series 2002A Purchaser at a purchase price of $31,653,576.52, representing the aggregate principal amount of the Series 2002A Bonds of $31,065,000, plus premium of $618,586.15, less underwriter's discount of $137,307.30, plus accrued interest of $107,297.67.

(b) It is hereby ordered that the bid of the Series 2002B Bond Purchaser attached hereto be and the same is hereby accepted, and the Council hereby awards and sells the Series 2002B Bonds to the Series 2002B Purchaser at a purchase price of $27,069,755.65, representing the aggregate principal amount of the Series 2002B Bonds, less net original issue discount of $8,703.10, less underwriter's discount of $22,950.00, plus accrued interest of $101,408.75.

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 Bonds contained in Article IV of the Resolution and the forms of the Bonds attached to the Resolution as Exhibit A-1 and Exhibit A-2 are hereby amended to conform to the terms of the Bonds set forth on Schedule A-1 and Schedule A-2 attached hereto and made a part hereof. The Bonds shall be issued in accordance with the Resolution, as amended and supplemented herein.

6. Good Faith Deposits. (a) The Director of Finance of the Metropolitan Government is hereby authorized and directed to accept as the good faith deposit for the Series 2002A Bonds awarded hereunder the Good Faith Deposit SURE-BID issued by Financial Security Assurance Inc.

(b) The Director of Finance of the Metropolitan Government is hereby authorized and directed to accept as the good faith deposit for the Series 2002B Bonds awarded hereunder the Good Faith Deposit SURE-BID issued by Financial Security Assurance Inc.

7. Capitalized Terms. All capitalized terms used herein and in Schedules
A-1 and A-2 attached hereto, but not defined herein, shall have the meanings set forth in the Resolution.

8. 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.

9. 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-1
DESCRIPTION AND TERMS OF THE SERIES 2002A BONDS

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

Optional Redemption.

The Series 2002A Bonds shall mature without option of prior redemption.

Refunded Bonds.

The Refunded Bonds to be refunded by the Series 2002A Bonds are as follows:

(a) All the outstanding Series 1997A Bonds; and
(b) That portion of each maturity of the Series 1997B Bonds as follows:

Registration and Paying Agent.
The Registration and Paying Agent for the Series 2002A Bonds shall be SunTrust Bank, Nashville, Tennessee.

SCHEDULE A-2

DESCRIPTION AND TERMS OF THE SERIES 2002B BONDS

The Series 2002B Bonds shall be dated April 1, 2002, bear interest as set forth below, payable semi-annually on the first day of January and July of each year, commencing July 1, 2002, and mature on July 1 of each year as follows:

Optional Redemption.

The Series 2002B Bonds shall mature without option of prior redemption.

Refunded Bonds.

The Refunded Bonds to be refunded by the Series 2002B Bonds are as follows:

(a) All of the outstanding Series 1994 Bonds; and
(b) That portion of each maturity of the Series 1997B Bonds as follows:

Registration and Paying Agent.

The Registration and Paying Agent for the Series 2002B Bonds shall be SunTrust Bank, Nashville, Tennessee.

Sponsored By: Jim Shulman

LEGISLATIVE HISTORY
Referred to:	Budget & Finance Committee
Substitute Introduced:	April 17, 2002
Adopted:	April 17, 2002
Approved:	April 18, 2002
By: