A resolution approving the authorization, issuance and sale of Public Improvement Revenue Refunding Bonds, Series 2006, to be issued by the Sports Authority of The Metropolitan Government of Nashville and Davidson County, and pledging certain revenues to the payment of the principal of, premium, if any, and interest on said bonds.

WHEREAS, The Sports Authority of the Metropolitan Government of Nashville and Davidson County (the "Sports Authority") has been formed pursuant to Title 7, Chapter 67, Tennessee Code Annotated (the "Act"), by The Metropolitan Government of Nashville and Davidson County (Tennessee)(the "Metropolitan Government") for the purposes set forth in the Act; and

WHEREAS, pursuant to a Trust Indenture dated July 1, 1996 (the “Indenture”) among the Sports Authority, the Metropolitan Government, and Regions Bank (as successor trustee to First American National Bank) (the “Trustee”), the Sports Authority has heretofore issued its Public Improvement Revenue Bonds (Stadium Project), Series 1996, dated July 1, 1996, in the original principal amount of $78,970,000 (the “1996 Bonds”); and

WHEREAS, the Board of Directors of the Sports Authority (the “Board”) has determined it is in the best interests of the Sports Authority to issue its Public Improvement Revenue Refunding Bonds, Series 2006 (the “Refunding Bonds”) in order to refund the 1996 Bonds maturing on or after July 1, 2007 (the “Refunded Bonds”) not earlier than 90 days prior to the July 1, 2006 redemption date of such Refunded Bonds at a redemption price equal to 101% of the principal amount thereof plus accrued interest to the date of redemption; and

WHEREAS, the Refunding Bonds are to be secured by and contain such terms and provisions as are set forth in the Indenture, as supplemented by a Supplemental Trust Indenture to be approved by the Authority and the Metropolitan Government in subsequent proceedings (the “Supplemental Indenture”); and

WHEREAS, as required by Section 7-67-109(15) of the Act, the Authority has requested that the Metropolitan Government approve the issuance and terms of the Refunding Bonds, and the Metropolitan County Council (the “Council”) wishes to approve the issuance of the Refunding Bonds.

NOW, THEREFORE, BE IT RESOLVED BY THE METROPOLITAN COUNTY COUNCIL OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY (TENNESSEE), that:

1. The issuance and sale of the Refunding Bonds by the Authority in the aggregate principal amount of not to exceed $75,000,000 for the purposes hereinabove set forth are hereby approved. The Refunding Bonds shall be issued in fully registered form without coupons. The Refunding Bonds shall be issued in the denomination of Five Thousand Dollars ($5,000) each, and integral multiples thereof or such higher denomination as deemed necessary for marketing the Refunding Bonds as variable rate obligations. The Refunding Bonds shall be dated such date and be subject to redemption and bear interest at such rate or rates not to exceed the maximum rate permitted by law from such date; payable at such times and on such dates and subject to redemption at such times as set forth in the Supplemental Indenture, which shall be approved by subsequent proceedings of the Board and the Council prior to the issuance of such Refunding Bonds.

In connection with the sale and delivery of the Refunding Bonds, the Metropolitan Mayor, the Director of Finance, the Director of Law, and the Metropolitan Clerk of the Metropolitan Government are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Indenture.

2. The Metropolitan Government agrees to pledge the Trust Estate (as defined in the Indenture) to the payment of the principal of, the premium, if any, and the interest on the Refunding Bonds.

3. All resolutions in conflict or inconsistent herewith are hereby repealed insofar as any conflict or inconsistency exists.

4. This Resolution shall take effect from and after its adoption, the welfare of the Metropolitan Government requiring it.

Sponsored by: Brenda Gilmore