SUBSTITUTE RESOLUTION NO. RS2002-

Substitute Resolution No. R2002-1190

Resolution amending Resolution No. RS2001-510, as amended, to authorize the refunding of additional bonds thereunder and approving the preparation and delivery of a preliminary official statement describing the bonds to be sold and issued thereunder.

WHEREAS, pursuant to Resolution No. RS2001-510 of the Metropolitan County Council (the “Metropolitan Council”) of the Metropolitan Government of Nashville and Davidson County (the “Metropolitan Government”), adopted February 6, 2001, the Metropolitan Council has authorized the issuance and sale of not to exceed $291,000,000 in aggregate principal amount of General Obligation Multi-Purpose Refunding Bonds for the purpose of providing funds for the refunding and refinancing of certain outstanding bonds of the Metropolitan Government, more fully described therein; and

WHEREAS, on March 7, 2001, pursuant to the authorization contained in Resolution RS2001-510, the Metropolitan Government issued $73,745,000 in aggregate principal amount of General Obligation Multi-Purpose Refunding Bonds, Series 2001B (the “Series 2001B Bonds”), for the purpose of refunding some, but not all, of the outstanding bonds of the Metropolitan Government authorized to be refunded by Resolution No. RS2001-510; and

WHEREAS, Resolution No. RS2001-510 authorizes the issuance of the bonds authorized thereunder in one or more series; and

WHEREAS, pursuant to Resolution No. RS2001-786, adopted on October 16, 2001, the Metropolitan Government amended Resolution No. RS2001-510 to authorize the refunding of additional bonds thereunder and increase the principal amount of general obligation multi-purpose refunding bonds authorized therein from $291,000,000 to $336,000,000; and

WHEREAS, no bonds have been issued under the authority provided in Resolution No. RS2001-786; and

WHEREAS, market conditions now make it possible to refund and refinance at a cost savings to the Metropolitan Government all or part of the outstanding bonds authorized to be refunded by Resolution No. RS2001-510, as amended by Resolution No. RS2001-786, but not refunded by the Series 2001B Bonds, and certain additional outstanding bonds of the Metropolitan Government not authorized to be refunded by Resolution No. RS2001-510, as amended; and

WHEREAS, for the purpose of authorizing the refunding and refinancing of certain additional outstanding bonds of the Metropolitan Government, more fully described herein, providing for the issuance of an additional series of bonds pursuant to Resolution No. RS2001-510, as amended, and making certain additional changes to Resolution No. RS2001-510, as amended, as shall be appropriate, the Metropolitan Council deems it necessary and desirable to adopt this resolution.

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

Section 1. The definition of "Refunded Bonds" contained in Section 1.1 of Resolution No. RS2001-510, as amended, 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.

Section 2. The following definition shall be added in the appropriate place in Section 1.1 of Resolution No. RS2001-510, as amended.

"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.

Section 3. The form of the Bond attached to Resolution No. RS2001-510, as amended, as Exhibit A is hereby amended to conform the terms thereof to the amendments contained herein.

Section 4. The form of the Refunding Escrow Agreement attached to Resolution RS2001-510, as amended, as Exhibit B is hereby amended to conform the terms thereof to the amendments contained herein.

Section 5. The Metropolitan Mayor and Director of Finance, working with Public Financial Management, Inc., the Metropolitan Government’s financial advisor are hereby authorized and directed to provide for the preparation and distribution of a Preliminary Official Statement describing the bonds to be sold and issued hereunder, in the form of the Preliminary Official Statement attached hereto as Exhibit A and by this reference made a part hereof (the “Preliminary Official Statement”). After the bonds to be sold and issued hereunder, have been sold, the Metropolitan Mayor and Director of Finance shall make such completions, omissions, insertions and changes in the Preliminary Official Statement not inconsistent with Resolution RS2001-510, as amended, as are necessary or desirable to complete it as a final Official Statement for purposes of Rule 15c2-12(e)(3) of the Securities and Exchange Commission. The Metropolitan Mayor and Director of Finance shall arrange for the delivery to the successful bidder of a reasonable number of copies of the Official Statement within seven business days after the bonds have been sold for delivery by the successful bidder to each potential investor requesting a copy of the Official Statement.

Section 6. All resolutions or parts thereof in conflict herewith are, to the extent of such conflict, hereby repealed.

Section 7. This resolution shall take affect from and after its adoption, the welfare of the Metropolitan Government requiring it.

LEGISLATIVE HISTORY
Referred to:	Budget & Finance Committee
Introduced:	October 1 , 2002
Adopted:	October 1, 2002
Approved:	October 3, 2002
By: