RESOLUTION NO. RS2004-303

SUBSTITUTE RESOLUTION NO. RS2004-303

A Twentieth Supplemental Electric System Revenue Bond Resolution supplementing certain resolutions of The Metropolitan Government of Nashville and Davidson County by authorizing the issuance of Electric System Revenue Bonds, 2004 Series A, as requested by the Electric Power Board of The Metropolitan Government of Nashville and Davidson County

WHEREAS, under authority conferred by Appendix III of the Charter of The Metropolitan Government of Nashville and Davidson County and the laws of the State of Tennessee, the Metropolitan Council adopted Substitute Resolution No. R85-746 on November 5, 1985; and

WHEREAS, the Electric Power Board of The Metropolitan Government of Nashville and Davidson County (i) has determined by resolution duly adopted at its meeting of May 10, 2004 that it is in the best interest of the electric system under its control to issue revenue bonds in an amount not to exceed $110,000,000, the proceeds thereof to be used for payment of certain improvements to such electric system, such bonds to be designated as the Electric System Revenue Bonds, 2004 Series A, and (ii) requests the Metropolitan Council to authorize the issuance of such bonds pursuant to such Substitute Resolution No. R85-746, as heretofore supplemented and amended.

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

ARTICLE I
AUTHORITY AND DEFINITIONS

101. Supplemental Resolution. This Twentieth Supplemental Electric System Revenue Bond Resolution is supplemental to the Electric System Revenue Bond Resolution adopted by the Metropolitan Government on November 5, 1985, as heretofore supplemented and amended (the "Electric System Revenue Bond Resolution").

102. Authority for this Twentieth Supplemental Resolution. This Twentieth Supplemental Resolution is adopted (i) pursuant to the provisions of the Act and (ii) in accordance with Article II and Article X of the Electric System Revenue Bond Resolution.

103. Definitions.

(1) Except as provided by this Twentieth Supplemental Resolution, all terms which are defined in Section 101 of the Electric System Revenue Bond Resolution shall have the same meanings, respectively, in this Twentieth Supplemental Resolution as such terms are given in said Section 101 of the Electric System Revenue Bond Resolution.

(2) In this Twentieth Supplemental Resolution:

2004 Series A Bonds shall mean the Metropolitan Government’s Electric System Revenue Bonds, 2004 Series A, authorized by Article II of this Twentieth Supplemental Resolution.

2004 Series A Capital Appreciation Bonds shall mean those 2004 Series A Bonds, if any, which are designated by the Board, in accordance with the provisions of Section 206 of this Twentieth Supplemental Resolution, to be issued as Capital Appreciation Bonds under the terms of the Electric System Revenue Bond Resolution.

2004 System Improvements shall mean those improvements to the System paid by the Board from April 1, 2004 to the date of issuance of the 2004 Series A Bonds and those improvements to the System scheduled to be paid over the three years after the date of issuance of the 2004 Series A Bonds and totaling in the aggregate approximately $194,000,000.

Director of Finance shall mean the Director of Finance appointed pursuant to the provisions of the Charter of the Metropolitan Government or, in the absence of such appointment, the person appointed by the Metropolitan Mayor to undertake the duties otherwise performed by the Director of Finance, or his or her designee.

Metropolitan Mayor shall mean the person elected and serving in such capacity pursuant to the provisions of the Charter of the Metropolitan Government.

Twentieth Supplemental Resolution shall mean this Twentieth Supplemental Electric System Revenue Bond Resolution.

Treasurer shall mean the Metropolitan Treasurer appointed pursuant to the provisions of the Charter of the Metropolitan Government or, in the absence of such appointment, the person appointed by the Metropolitan Mayor to undertake the duties otherwise performed by the Metropolitan Treasurer, or his or her designee.

ARTICLE II
AUTHORIZATION OF 2004 Series A Bonds

201. Principal Amount, Designation and Series. Pursuant to the provisions of the Electric System Revenue Bond Resolution, a Series of Bonds entitled to the benefit, protection and security of such provisions is hereby authorized in an aggregate principal amount not exceeding $110,000,000. Such Bonds shall be designated as, and shall be distinguished from the Bonds of all other Series by the title, "Electric System Revenue Bonds, 2004 Series A." The 2004 Series A Bonds shall be issued and sold as a single Series of Bonds pursuant to the provisions of Section 201 of the Electric System Revenue Bond Resolution.

202. Purpose. The 2004 Series A Bonds are issued for the purpose of providing a portion of the amounts necessary to pay the Cost of Acquisition and Construction of the 2004 System Improvements.

203. Date. The 2004 Series A Bonds, other than the 2004 Series A Capital Appreciation Bonds, upon original issuance and upon any authentication between the date of original issuance and the first interest payment date, shall be dated as of the first day of the calendar month in which the 2004 Series A Bonds are issued and thereafter shall be dated as provided in Section 301 of the Electric System Revenue Bond Resolution. The 2004 Series A Capital Appreciation Bonds shall each be dated as of the November 15 or May 15 next preceding their respective date of authentication, unless such date of authentication is a November 15 or May 15, in which case such Capital Appreciation Bonds shall be dated such November 15 or May 15, or unless such Capital Appreciation Bonds are authenticated prior to the first interest payment date for 2004 Series A Bonds (other than the 2004 Series A Capital Appreciation Bonds), in which case such Capital Appreciation Bonds shall be dated the respective dates of their original issuance.

204. Denomination, Numbers and Letters. The 2004 Series A Bonds (other than the 2004 Series A Capital Appreciation Bonds) shall each be issued in fully registered form in the denomination of $5,000 or any integral multiple of $5,000. The 2004 Series A Capital Appreciation Bonds shall each be issued in fully registered form in the amount due at maturity of $5,000 or any integral multiple thereof. Unless the Metropolitan Government shall otherwise direct, the 2004 Series A Bonds shall each be lettered and numbered as shall be determined by the Fiscal Agent.

205. Place and Method of Payment and Paying Agents. The principal and Redemption Price of the 2004 Series A Bonds, and interest accrued in the case of the 2004 Series A Capital Appreciation Bonds, shall be payable at maturity or upon acceleration upon surrender of such Bonds at the principal corporate trust office of SouthTrust Bank, Nashville, Tennessee, or at such other locations as the Paying Agent shall designate, and such banking institution is hereby appointed as Paying Agent for the 2004 Series A Bonds; provided, however, that any such appointment shall become effective only if such institution shall have delivered to the Metropolitan Government and the Fiscal Agent, on or before the date of initial issuance and delivery of the 2004 Series A Bonds, written acceptance of the office of Paying Agent in substantially the form attached hereto as Exhibit A. The principal of all 2004 Series A Bonds and interest accrued in the case of the 2004 Series A Capital Appreciation Bonds, shall also be payable in the manner provided above at any other place which may be provided for such payment by the appointment of any other Paying Agent or Paying Agents as permitted by the Electric System Revenue Bond Resolution. The interest on the 2004 Series A Bonds (other than that accruing on the 2004 Series A Capital Appreciation Bonds) shall be payable by check or draft of the Fiscal Agent, as Paying Agent, mailed on the interest payment date to the registered Holders of record on the first day of the calendar month immediately preceding the interest payment date applicable thereto at the addresses shown on the registration books of the Metropolitan Government kept for that purpose at the principal corporate trust office of the Fiscal Agent, as Bond Registrar.

206. Delegation to the Board. There is hereby delegated to the Board, subject to the limitations contained in the Electric System Revenue Bond Resolution, the power with respect to the 2004 Series A Bonds to determine the following:

(i) the principal amount of 2004 Series A Bonds to be issued, provided that the principal amount of 2004 Series A Bonds to be issued shall not exceed the amount set forth in Section 201 of this Twentieth Supplemental Resolution;

(ii) the maturity date or dates and the principal amount of each maturity of the 2004 Series A Bonds, provided that the first maturity date shall be a date on or after May 15, 2004, and the last maturity date shall be a date not later than May 15, 2029;

(iii) the interest rate or rates for each maturity of the 2004 Series A Bonds, provided that the rate of interest for each maturity shall not exceed seven percent (7%) per annum;

(iv) which, if any, of the 2004 Series A Bonds shall be issued as Capital Appreciation Bonds, and all matters pertaining thereto;

(v) which, if any, of the 2004 Series A Bonds shall be insured by a bond insurance policy issued by a bond insurance company, and all matters pertaining thereto;

(vi) the optional redemption provisions, if any, applicable to the 2004 Series A Bonds, including without limitation the Redemption Prices and dates of redemption applicable thereto;

(vii) the amount of interest to accrue on the 2004 Series A Bonds during the period of acquisition and construction of the 2004 System Improvements, if any, which shall be payable from the proceeds of the 2004 Series A Bonds;

(viii) the amount of proceeds of the 2004 Series A Bonds, if any, to be used to pay the administrative, legal, financing and other costs and expenses incurred in connection with the issuance of the 2004 Series A Bonds; and

(ix) the terms of the sale of the 2004 Series A Bonds in accordance with the provisions of a purchase contract substantially in the form attached hereto as Exhibit B, provided that such purchase contract shall expressly provide that the Metropolitan Government’s obligation to sell and deliver the 2004 Series A Bonds thereunder is subject to and conditioned upon the Metropolitan Council’s ratification of such sale by the Board on or prior to the date of closing provided therein.

207. Authentication and Delivery of the 2004 Series A Bonds. The Fiscal Agent shall authenticate and deliver the 2004 Series A Bonds to the purchasers thereof if, and only if, the terms and conditions set forth in Section 202 of the Electric System Revenue Bond Resolution shall be satisfied.

208. Application of Proceeds of 2004 Series A Bonds. The proceeds, including accrued interest, if any, of the 2004 Series A Bonds shall be applied simultaneously with the delivery of such Bonds, as follows:

(i) There shall be deposited in the Debt Service Account in the Debt Service Fund an amount equal to the interest accrued on the 2004 Series A Bonds from their dated date to the date of delivery of the 2004 Series A Bonds;

(ii) There shall be deposited in the Debt Service Reserve Account in the Debt Service Fund the amount, if any, required to cause the amount on deposit therein to equal the Debt Service Reserve Requirement;

(iii) There shall be deposited in the Construction Fund for application to the payment of interest to accrue on the 2004 Series A Bonds the amount of such interest, if any, to be paid from the proceeds of the 2004 Series A Bonds as determined by the Board;

(iv) There shall be paid over to the Board to pay the administrative, legal, financing and other costs and expenses incurred in connection with the issuance of the 2004 Series A Bonds the amount of such costs and expenses, if any, to be paid from the proceeds of the 2004 Series A Bonds as determined by the Board; and

(v) The balance shall be deposited in the Construction Fund for application to payment of the Cost of Acquisition and Construction of the 2004 System Improvements.

209. Form of 2004 Series A Bonds and Fiscal Agent’s Certificate of Authentication. (A) Subject to the provisions of the Electric System Revenue Bond Resolution, the form of the 2004 Series A Bonds and the Fiscal Agent’s certificate of authentication thereon for each shall be of substantially the following tenor with such variations, omissions and insertions as are required or permitted by the Electric System Revenue Bond Resolution:

[FORM OF ALL 2004 SERIES A BONDS
(OTHER THAN 2004 SERIES A CAPITAL APPRECIATION BONDS)]

UNITED STATES OF AMERICA

STATE OF TENNESSEE

THE METROPOLITAN GOVERNMENT
OF NASHVILLE AND DAVIDSON COUNTY

ELECTRIC SYSTEM REVENUE BOND, 2004 SERIES A

No. R-

InterestRate MaturityDate DatedDate CUSIP

Registered Owner:

Principal Sum: Dollars

THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY (the "Metropolitan Government"), a public body, corporate and politic of the State of Tennessee, acknowledges itself indebted to, and for value received hereby promises to pay to, the Registered Owner stated hereon or registered assigns, on the Maturity Date stated hereon, but solely from the funds pledged therefor, upon presentation and surrender of this bond at the principal corporate trust office of SouthTrust Bank, Nashville, Tennessee (such bank and any successors thereto being herein called the "Paying Agent"), or at such other locations as the Paying Agent shall designate, the Principal Sum stated hereon in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts, and to pay on November 15 and May 15 in each year, commencing November 15, 2004, until the Metropolitan Government’s obligation with respect to the payment of such Principal Sum shall be discharged to the Registered Owner hereof, interest on such Principal Sum at the Interest Rate per annum stated hereon from the Dated Date hereof by check or draft of the Fiscal Agent hereinafter mentioned mailed on the interest payment date to the Registered Owner hereof who shall appear as of the first day of the calendar month next preceding such interest payment date on the registration books of the Metropolitan Government maintained by the Fiscal Agent, as Bond Registrar.

This bond is one of a duly authorized series of bonds of the Metropolitan Government designated "Electric System Revenue Bonds, 2004 Series A" (herein called the "2004 Series A Bonds"), in the aggregate principal amount of $_____________, issued under and in full compliance with the Constitution and statutes of the State of Tennessee, including, without limitation, the Revenue Bond Law (Tennessee Code Annotated Sections 7-34-101 through 7-34-118 et seq.), as amended and supplemented (herein called the "Act"), and under and pursuant to the Charter of the Metropolitan Government, which was approved by referendum on June 28, 1962, and a resolution adopted by the Metropolitan Government on November 5, 1985, entitled "Electric System Revenue Bond Resolution", as amended and supplemented (said Resolution as heretofore and hereinafter supplemented and amended being herein called the "Resolution").

As provided in the Resolution, the 2004 Series A Bonds, and all other bonds issued under the Resolution on a parity with the 2004 Series A Bonds (herein collectively called the "bonds") are special obligations of the Metropolitan Government payable solely from and secured as to payment of the principal and redemption price thereof, and interest thereon, in accordance with their terms and the provisions of the Resolution solely by the Pledged Funds (as defined in the Resolution), subject and subordinate with respect to the revenues and funds pledged under Ordinance No. 1219 of the City of Nashville, Tennessee, entitled "An Ordinance Providing for the Issuance of Electric Power Revenue Bonds of the City of Nashville", enacted and approved on June 21, 1939, and ratified, adopted, confirmed and continued as an ordinance of the Metropolitan Government, as supplemented in accordance with the terms thereof (the "Ordinance"), to the lien and pledge created in the Ordinance in favor of the bonds issued under and pursuant to the Ordinance (the "Senior Lien Bonds") and the rights of the holders of the Senior Lien Bonds thereunder. Pledged Funds under the Resolution includes the Net Revenues (as defined in the Resolution), and all funds and accounts established under the Resolution (other than the Rate Stabilization Account), including securities held in any such funds and accounts thereunder, subject only to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in the Resolution, together with all proceeds and revenues of the foregoing and all of the Metropolitan Government’s and the Electric Power Board of the Metropolitan Government’s right, title and interest in and to the foregoing and all other moneys, securities or funds pledged for the payment of the principal or redemption price of, and interest on, the bonds in accordance with the terms and provisions of the Resolution. Copies of the Resolution are on file at the office of the Metropolitan Government and at the principal corporate trust office of SouthTrust, Nashville, Tennessee, as Fiscal Agent under the Resolution, or its successor (herein called the "Fiscal Agent"), and reference is hereby made to the Act and to the Resolution and any and all supplements thereto and modifications and amendments thereof for a description of the pledge and assignment and covenants securing the bonds, the nature, extent and manner of enforcement of such pledge, the rights and remedies of the holders of the bonds with respect thereto, the terms and conditions upon which the bonds are issued and may be issued thereunder, the terms and provisions upon which this bond shall cease to be entitled to any lien, benefit or security under the Resolution and for the other terms and provisions thereof. All covenants, agreements and obligations of the Metropolitan Government under the Resolution may be discharged and satisfied at or prior to the maturity or redemption of this bond if moneys or certain specified securities shall have been deposited with the Fiscal Agent.

As provided in the Resolution, bonds may be issued from time to time pursuant to supplemental resolutions in one or more series, in various principal amounts, may mature at different times, may bear interest at different rates and may otherwise vary as in the Resolution provided. The aggregate principal amount of bonds which may be issued under the Resolution is not limited, and all bonds issued and to be issued under the Resolution are and will be equally secured by the pledge and covenants made therein, except as otherwise expressly provided or permitted in the Resolution.

To the extent and in the manner permitted by the terms of the Resolution, the provisions of the Resolution, or any resolution amendatory thereof or supplemental thereto, may be modified or amended by the Metropolitan Government, with the written consent of the holders of at least a majority in principal amount of the bonds outstanding under the Resolution at the time such consent is given, and, in case less than all of the several series of bonds then outstanding are affected thereby, with such consent of at least a majority in principal amount of the bonds of each series so affected and outstanding; provided, however, that, if such modification or amendment will, by its terms, not take effect so long as any bonds of any specified like series and maturity remain outstanding under the Resolution, the consent of the holders of such bonds shall not be required and such bonds shall not be deemed to be outstanding for the purpose of the calculation of outstanding bonds. No such modification or amendment shall permit a change in the terms of redemption (including sinking fund installments) or maturity of the principal of any outstanding bond or of any installment of interest thereon or a reduction in the principal amount or redemption price thereof or in the rate of interest thereon without the consent of the holder of such bond, or shall reduce the percentages or otherwise affect the classes of bonds the consent of the holders of which is required to effect any such modification or amendment, or shall change or modify any of the rights or obligations of the Fiscal Agent or of any Paying Agent without its written assent thereto.

This bond is transferable, as provided in the Resolution, only upon the registration books of the Metropolitan Government kept for that purpose at the above mentioned office of the Fiscal Agent, as Bond Registrar, by the Registered Owner hereof in person, or by such Registered Owner’s attorney duly authorized in writing, upon surrender of this bond together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Registered Owner or such Registered Owner’s duly authorized attorney, and thereupon a new fully registered bond or bonds in the same aggregate principal amount, shall be issued to the transferee in exchange therefor as provided in the Resolution, and upon payment of the charges therein prescribed. The Metropolitan Government, the Fiscal Agent and any Paying Agent may deem and treat the Registered Owner as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes.

[This bond shall not be subject to optional redemption prior to maturity.] [This bond shall be subject to redemption prior to maturity, at the election of the Metropolitan Government, upon mailed notice as provided in Article IV of the Resolution, as a whole or in part (and if in part the particular maturities to be selected by the Metropolitan Government), at any time, on or after May 15, ____, at the Redemption Price (expressed as a percentage of the principal amount of this bond or portion thereof to be redeemed) set forth below, together with accrued interest to the redemption date:

Redemption Period Redemption Price
(dates inclusive)

May 15, ____ to May 14, ____ ___%
May 15, ____ to May 14, ____ ___%
May 15, ____ to May 14, ____ ___%
May 15, ____ and thereafter 100%]

[Sinking Fund Installments (as defined in the Resolution) have been established for this bond. Such installments shall become due on May 15 of each of the years set forth in the following table in the respective principal amounts set forth opposite such years in said table:

Year Principal Amount

____ $__________
____ (maturity) $__________]

The principal of and interest on the 2004 Series A Bonds are payable solely from the Pledged Funds, and the bonds, including the 2004 Series A Bonds, shall not constitute a debt of the Metropolitan Government within the meaning of any statutory limitation. Neither the State of Tennessee nor any political subdivision thereof shall be liable on the bonds, and the bonds shall not constitute a debt or liability of the State of Tennessee or of any such political subdivision.

Section 67-5-205 of the Tennessee Code Annotated, as amended, provides that neither the principal nor the interest of any bonds or notes issued by any incorporated town or city, or any agency thereof, shall be taxed by the State of Tennessee or by any county or municipality of said State. Other provisions of said Tennessee Code Annotated indicate, however, that such exemption from taxation may not be available with respect to certain taxes including inheritance, excise, franchise, privilege, gift, estate and transfer taxes.

It is hereby certified and recited that all conditions, acts and things required by law and the Resolution to exist, to have happened and to have been performed precedent to and in the issuance of this bond, exist, have happened and have been performed and that the series of bonds of which this is one, together with all other indebtedness of the Metropolitan Government, complies in all respects with the applicable laws of the State of Tennessee, including, particularly, the Act.

This bond shall not be entitled to any benefit under the Resolution or be valid or become obligatory for any purpose until this bond shall have been authenticated by the execution by the Fiscal Agent of the Fiscal Agent’s Certificate of Authentication hereon.

IN WITNESS WHEREOF, THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY has caused this bond to be executed in its name and on its behalf by the manual or facsimile signature of its Metropolitan Mayor and countersigned by the manual or facsimile signature of its Metropolitan Treasurer, and its corporate seal to be impressed, imprinted, engraved or otherwise reproduced hereon, and attested by the manual or facsimile signature of its Metropolitan Clerk, all as of the Dated Date hereof.

THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY

By:
Metropolitan Mayor

Countersigned:

Attest:

Metropolitan Treasurer of The Metropolitan Government of Nashville and Davidson County

Metropolitan Clerk of The Metropolitan
Government of Nashville and Davidson County

(SEAL)

[continued on following page]

[FORM OF 2004 SERIES A CAPITAL APPRECIATION BONDS]

UNITED STATES OF AMERICA

STATE OF TENNESSEE

THE METROPOLITAN GOVERNMENT
OF NASHVILLE AND DAVIDSON COUNTY

ELECTRIC SYSTEM REVENUE BOND, 2004 SERIES A

NO. R-

InterestRate MaturityDate OriginalIssueDate DatedDate CUSIP
%

Registered
Owner:

Principal
Amount: $___________ per $1,000 Amount Due at Maturity

Amount Due
at
Maturity: $__________

THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY (the "Metropolitan Government"), a public body, corporate and politic of the State of Tennessee, acknowledges itself indebted to, and for value received hereby promises to pay to the Registered Owner stated hereon or registered assigns, on the Maturity Date stated hereon, but solely from the funds pledged therefor, upon presentation and surrender of this bond at the principal corporate trust office of SouthTrust Bank, Nashville, Tennessee (such bank and any successors thereto being referred to herein as the "Paying Agent"), or at such other locations as the Paying Agent shall designate, the Amount Due at Maturity stated hereon, constituting the Principal Amount stated hereon per $1,000 Amount Due at Maturity and interest thereon at the Interest Rate stated hereon from the Original Issue Date stated hereon, compounded on each November 15 and May 15 during the period from the Original Issue Date to the Maturity Date. The "Accreted Value" of this bond shall mean, as of any date of computation, an amount equal to the Principal Amount hereof plus the interest accrued thereon to the November 15 or May 15 next preceding the date of computation or the date of computation if a November 15 or May 15, plus, if such date of computation shall not be a November 15 or May 15, a portion of the difference between the Accreted Value as of the immediately preceding November 15 or May 15 (or the Original Issue Date if the date of computation is prior to November 15, 2004) and the Accreted Value as of the immediately succeeding November 15 or May 15, calculated based upon an assumption that Accreted Value accrues during any semi-annual period in equal daily amounts on the basis of a year of twelve 30-day months. The Accreted Value per $1,000 Amount Due at Maturity of this bond on each November 15 and May 15 is set forth in a table attached hereto. This bond, if redeemed or otherwise paid prior to the Maturity Date, shall be paid in an amount equal to the then current Accreted Value plus any applicable premium.

This bond is one of a duly authorized series of bonds of the Metropolitan Government designated "Electric System Revenue Bonds, 2004 Series A" (herein called the "2004 Series A Bonds"), in the aggregate principal amount of $________________, issued under and in full compliance with the Constitution and statutes of the State of Tennessee, including, without limitation, the Revenue Bond Law (Tennessee Code Annotated Sections 7-34-101 through 7-34-118 et seq.), as amended and supplemented (herein called the "Act"), and under and pursuant to the Charter of the Metropolitan Government, which was approved by referendum on June 28, 1962, and a resolution adopted by the Metropolitan Government on November 5, 1985, entitled "Electric System Revenue Bond Resolution", as amended and supplemented (said Resolution as heretofore and hereinafter supplemented and amended being herein called the "Resolution").

As provided in the Resolution, the 2004 Series A Bonds, and all other bonds issued under the Resolution on a parity with the 2004 Series A Bonds (herein collectively called the "bonds") are special obligations of the Metropolitan Government payable solely from and secured as to payment of the principal and redemption price thereof, and interest thereon, in accordance with their terms and the provisions of the Resolution solely by the Pledged Funds (as defined in the Resolution), subject and subordinate with respect to the revenues and funds pledged under Ordinance No. 1219 of the City of Nashville, Tennessee, entitled "An Ordinance Providing for the Issuance of Electric Power Revenue Bonds of the City of Nashville", enacted and approved on June 21, 1939, and ratified, adopted, confirmed and continued as an ordinance of the Metropolitan Government, as supplemented in accordance with the terms thereof (the "Ordinance"), to the lien and pledge created in the Ordinance in favor of the bonds issued under and pursuant to the Ordinance (the "Senior Lien Bonds") and the rights of the holders of the Senior Lien Bonds thereunder. Pledged Funds under the Resolution includes the Net Revenues (as defined in the Resolution), and all funds and accounts established under the Resolution (other than the Rate Stabilization Account), including securities held in any such funds and accounts thereunder, subject only to the provisions of the Resolution permitting the application thereof for the purposes and on the terms and conditions set forth in the Resolution, together with all proceeds and revenues of the foregoing and all of the Metropolitan Government’s and the Electric Power Board of the Metropolitan Government’s right, title and interest in and to the foregoing and all other moneys, securities or funds pledged for the payment of the principal or redemption price of, and interest on, the bonds in accordance with the terms and provisions of the Resolution. Copies of the Resolution are on file at the office of the Metropolitan Government and at the principal corporate trust office of SouthTrust Bank, Nashville, Tennessee, as Fiscal Agent under the Resolution, or its successor (herein called the "Fiscal Agent"), and reference is hereby made to the Act and to the Resolution and any and all supplements thereto and modifications and amendments thereof for a description of the pledge and assignment and covenants securing the bonds, the nature, extent and manner of enforcement of such pledge, the rights and remedies of the holders of the bonds with respect thereto, the terms and conditions upon which the bonds are issued and may be issued thereunder, the terms and provisions upon which this bond shall cease to be entitled to any lien, benefit or security under the Resolution and for the other terms and provisions thereof. All covenants, agreements and obligations of the Metropolitan Government under the Resolution may be discharged and satisfied at or prior to the maturity or redemption of this bond if moneys or certain specified securities shall have been deposited with the Fiscal Agent.

[This bond shall not be subject to optional redemption prior to maturity.] [This bond shall be subject to redemption prior to maturity, at the election of the Metropolitan Government, upon mailed notice as provided in Article IV of the Resolution, as a whole or in part (and if in part the particular maturities to be selected by the Metropolitan Government), at any time, on or after May 15, ____, at the Redemption Price (expressed as a percentage of the Accreted Value of this bond or portion thereof to be redeemed) set forth below, together with accrued interest to the redemption date:

Redemption Period Redemption Price
(dates inclusive)

May 15, ____ to May 14, ____ ___%
May 15, ____ to May 14, ____ ___%
May 15, ____ to May 14, ____ ___%
May 15, ____ and thereafter 100%]

The principal of and interest on the 2004 Series A Bonds are payable solely from the Pledged Funds and the bonds, including the 2004 Series A Bonds, shall not constitute a debt of the Metropolitan Government within the meaning of any statutory limitation. Neither the State of Tennessee nor any political subdivision thereof shall be liable on the bonds, and the bonds shall not constitute a debt or liability of the State of Tennessee or of any such political subdivision.

THE METROPOLITAN GOVERNMENT OF
NASHVILLE AND DAVIDSON COUNTY

By:
Metropolitan Mayor

Attest: Countersigned:

Metropolitan Clerk of The Metropolitan Treasurer of The Metropolitan
Metropolitan Government of Nashville Government of Nashville and Davidson County
and Davidson County

(SEAL)

[TO BE ATTACHED TO 2004 SERIES A CAPITAL APPRECIATION BONDS ONLY]

Accreted VALUE PER $1,000 AMOUNT DUE AT MATURITY

The Accreted Value per $1,000 Amount Due at Maturity of each 2004 Series A Bond maturing on May 15, ____ on each November 15 and May 15 shall be as follows:

Date AccretedValue Date AccretedValue
May 15, _____ $_____________ May 15, _____ $______________
November 15, ____ $_____________ November 15, ____ $______________

[FORM OF CERTIFICATE OF AUTHENTICATION ON
ALL 2004 SERIES A BONDS]

FISCAL AGENT’S CERTIFICATE OF AUTHENTICATION

This bond is one of the bonds delivered pursuant to the within-mentioned Resolution.

SouthTrust Bank, as Fiscal Agent

By:
Authorized officer

[TO BE PRINTED ON REVERSE SIDE OF ALL 2004 SERIES A BONDS]

ASSIGNMENT AND TRANSFER

FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto

(please print or typewrite name and address of transferee)

the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints ________________________ attorney to transfer the within bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated:

In the presence of:

NOTICE. The signature of this assignment must correspond with the name as written upon the face of the bond in every particular, without alteration or enlargement or any change whatsoever.

(B) In the event that a securities depository is no longer serving pursuant to Section 210 below and the Metropolitan Government issues Bond certificates as provided in Section 210(C)(3), a portion of each Bond form may be printed on the front side thereof and the remaining portion may be printed on the reverse side thereof, as determined by the Metropolitan Government, provided that the following paragraph shall be on the front side thereof:

The terms and provisions of this bond and definitions of certain terms used herein may be continued on the reverse side of this bond and such continued terms and provisions and definitions shall for all purposes have the same effect as though fully set forth on the front of this bond.

210. Depository Trust Company Registration of 2004 Series A Bonds. (A) As per the direction of the initial purchasers of the 2004 Series A Bonds, The Depository Trust Company ("DTC"), New York, New York, shall serve, subject to this Section 210, as securities depository for the 2004 Series A Bonds, and the ownership of one fully registered Bond for each maturity of the 2004 Series A Bonds shall be registered in the name of Cede & Co. ("Cede"), as nominee of DTC.

(B) The 2004 Series A Bonds shall be initially issued in the form of a separate single fully registered Bond in the amount of each separate stated maturity of each said Series. With respect to 2004 Series A Bonds so registered in the name of Cede, the Metropolitan Government, the Fiscal Agent and the Paying Agent shall have no responsibility or obligation to any DTC participant or to any beneficial owner of such Bonds. Without limiting the immediately preceding sentence, the Metropolitan Government, the Fiscal Agent and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any DTC participant with respect to any beneficial ownership interest in the 2004 Series A Bonds, (ii) the delivery to any DTC participant, beneficial owner or other person, other than DTC, of any notice with respect to such Bonds, including any notice of redemption, or (iii) the payment to any DTC participant, beneficial owner or other person, other than DTC, of any amount with respect to the principal or Redemption Price of, or interest on, such Bonds. The Metropolitan Government, the Fiscal Agent and the Paying Agent may treat DTC as, and deem DTC to be, the absolute owner of each 2004 Series A Bond for all purposes whatsoever, including (but not limited to) (i) payment of the principal or Redemption Price of, and interest on, each such Bond, (ii) giving notices of redemption and other matters with respect to such Bonds and (iii) registering transfers with respect to such Bonds. The Paying Agent shall pay the principal or Redemption Price of, and interest on, all 2004 Series A Bonds only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Metropolitan Government’s obligations with respect to such principal or Redemption Price, and interest, to the extent of the sum or sums so paid. No person other than DTC shall receive a 2004 Series A Bond evidencing the obligation of the Metropolitan Government to make payments of principal or Redemption Price of, and interest on, such Bond pursuant to the Electric System Revenue Bond Resolution. Upon delivery by DTC to the Fiscal Agent of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the transfer provisions hereof, the word "Cede" in this Twentieth Supplemental Resolution shall refer to such new nominee of DTC.

(C) (1) DTC may determine to discontinue providing its services with respect to the 2004 Series A Bonds at any time by giving written notice to the Metropolitan Government, the Fiscal Agent and the Paying Agent and discharging its responsibilities with respect thereto under applicable law.

(2) The Metropolitan Government, in its sole discretion and without the consent of any other person, may terminate the services of DTC with respect to the 2004 Series A Bonds if the Metropolitan Government determines that the continuation of the system of book-entry-only transfers through DTC (or a successor securities depository) is not in the best interests of the beneficial owners of such Bonds or is burdensome to the Metropolitan Government.

(3) Upon the termination of the services of DTC with respect to the 2004 Series A Bonds pursuant to subsection (C) of this Section 210, such 2004 Series A Bonds shall no longer be restricted to being registered in the registration books kept by the Paying Agent in the name of Cede; provided, however, the Metropolitan Government may within ninety (90) days thereafter appoint a substitute securities depository which, in the opinion of the Metropolitan Government, is willing and able to undertake the functions of securities depository under this Twentieth Supplemental Resolution upon reasonable and customary terms. If no such successor can be found within such period, the 2004 Series A Bonds shall no longer be restricted to being registered in the registration books kept by the Paying Agent in the name of Cede. In the event that the 2004 Series A Bonds shall no longer be restricted to being registered in the registration books kept by the Paying Agent in the name of Cede, (a) the Metropolitan Government shall execute and the Paying Agent shall authenticate Bond certificates as requested by DTC of like principal amount, maturity and interest rate, in authorized denominations, to the identifiable beneficial owners in replacement of such beneficial owner’s beneficial ownership interests in such 2004 Series A Bonds, and (b) the Metropolitan Government shall notify the Paying Agent that such 2004 Series A Bonds are no longer restricted to being registered in the registration books kept by the Paying Agent in the name of Cede.

(4) Anything in this Twentieth Supplemental Resolution to the contrary notwithstanding, payment of the Redemption Price of a 2004 Series A Bond, or portion thereof, called for redemption prior to maturity may be paid to DTC by check mailed to DTC or by wire transfer. Anything in this Twentieth Supplemental Resolution to the contrary notwithstanding, such Redemption Price may be paid without presentation and surrender to the Paying Agent of the 2004 Series A Bond, or portion thereof, called for redemption; provided, however, that payment of (a) the principal payable at maturity of a 2004 Series A Bond and (b) the Redemption Price of a 2004 Series A Bond as to which the entire principal amount thereof has been called for redemption shall be payable only upon presentation and surrender of such 2004 Series A Bond to the Paying Agent; and provided, further, that no such redemption price shall be so payable without presentation and surrender unless such 2004 Series A Bond shall contain or have endorsed thereon a legend to the following effect:

"AS PROVIDED IN THE RESOLUTION REFERRED TO HEREIN, UNTIL THE TERMINATION OF THE SYSTEM OF BOOK-ENTRY-ONLY TRANSFERS THROUGH THE DEPOSITORY TRUST COMPANY (TOGETHER WITH ANY SUCCESSOR SECURITIES DEPOSITORY APPOINTED PURSUANT TO THE TWENTIETH SUPPLEMENTAL RESOLUTION, "DTC"), AND NOTWITHSTANDING ANY OTHER PROVISION OF THE RESOLUTION TO THE CONTRARY, A PORTION OF THE PRINCIPAL AMOUNT OF THIS BOND MAY BE PAID OR REDEEMED WITHOUT SURRENDER HEREOF TO THE PAYING AGENT. DTC OR A NOMINEE, TRANSFEREE OR ASSIGNEE OF DTC AS OWNER OF THIS BOND MAY NOT RELY UPON THE PRINCIPAL AMOUNT INDICATED HEREON AS THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID. THE PRINCIPAL AMOUNT HEREOF OUTSTANDING AND UNPAID SHALL FOR ALL PURPOSES BE THE AMOUNT DETERMINED IN THE MANNER PROVIDED IN THE RESOLUTION.

UNLESS THIS BOND IS PRESENTED BY AN AUTHORIZED OFFICER OF DTC (A) TO THE PAYING AGENT FOR REGISTRATION OF TRANSFER OR EXCHANGE OR (B) TO THE PAYING AGENT FOR PAYMENT OF PRINCIPAL, AND ANY BOND ISSUED IN REPLACEMENT THEREOF OR SUBSTITUTION THEREFOR IS REGISTERED IN THE NAME OF DTC OR ITS NOMINEE CEDE & CO., OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, DTC OR ITS NOMINEE, CEDE & CO., HAS AN INTEREST HEREIN."

Anything in this Twentieth Supplemental Resolution to the contrary notwithstanding, upon any such payment to DTC without presentation and surrender, for all purposes of (i) the 2004 Series A Bond as to which such payment has been made and (ii) this Twentieth Supplemental Resolution, the unpaid principal amount of such 2004 Series A Bond Outstanding shall automatically be reduced by the principal amount so paid. In such event, the Paying Agent shall note the particular 2004 Series A Bond as to which such payment has been made, and the principal amount of such 2004 Series A Bond so paid, on the registration books of the Metropolitan Government maintained by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such 2004 Series A Bond Outstanding as provided in this subsection.

(5) For all purposes of the Electric System Revenue Bond Resolution authorizing or permitting the purchase of 2004 Series A Bonds by, or for the account of, the Metropolitan Government for cancellation, and anything in the Electric System Revenue Bond Resolution to the contrary notwithstanding, a portion of a 2004 Series A Bond may be deemed to have been purchased and cancelled without surrender thereof upon delivery to the Paying Agent of a certificate executed by the Metropolitan Government and a participant of DTC therefor, agreed to and accepted by DTC in writing, to the effect that a beneficial ownership interest in such 2004 Series A Bond, in the principal amount stated therein, has been purchased by, or for the account of, the Metropolitan Government through the participant of DTC executing such certificate; provided, however, that any purchase for cancellation of the entire principal amount of a 2004 Series A Bond shall be effective for purposes of the Electric System Revenue Bond Resolution only upon surrender of such 2004 Series A Bond to the Paying Agent; and provided, further, that no portion of a 2004 Series A Bond may be deemed to have been so purchased and cancelled without surrender thereof unless such 2004 Series A Bond shall contain or have endorsed thereon the legend referred to in subsection (C)(4) above. Anything in the Electric System Revenue Bond Resolution to the contrary notwithstanding, upon delivery of any such certificate to the Paying Agent, for all purposes of (i) the 2004 Series A Bond to which such certificate relates and (ii) the Electric System Revenue Bond Resolution, the unpaid principal amount of such 2004 Series A Bond Outstanding shall automatically be reduced by the principal amount so purchased. In such event, the Paying Agent shall note such reduction on the registration books of the Metropolitan Government maintained by it, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such 2004 Series A Bond Outstanding as provided in this subsection.

(6) Anything in the Electric System Revenue Bond Resolution to the contrary notwithstanding, DTC may make a notation on a 2004 Series A Bond (i) redeemed in part or (ii) purchased by, or for the account of, the Metropolitan Government in part for cancellation, to reflect, for informational purposes only, the date of such redemption or purchase and the principal amount thereof redeemed or cancelled, but failure to make any such notation shall not affect the automatic reduction of the principal amount of such 2004 Series A Bond Outstanding as provided in subsection (C)(4) or (C)(5) of this Section 210, as the case may be.

ARTICLE III
MISCELLANEOUS

301. Execution by Metropolitan Government. The Treasurer of the Metropolitan Government and the Director of Finance of the Metropolitan Government, either one of whom may act alone, are hereby authorized and directed to execute, upon proper presentation to the Treasurer or the Director of Finance, as applicable, by the Board, (i) a purchase contract relating to the 2004 Series A Bonds in substantially the form attached hereto as Exhibit B, (ii) a continuing disclosure agreement relating to the 2004 Series A Bonds in substantially the form attached hereto as Appendix F to Exhibit C, and (iii) if any of the 2004 Series A Bonds are to be insured as determined by the Board pursuant to Section 206 of this Twentieth Supplemental Resolution, such certificates and agreements as shall be required by such insurance provider.

302. Resolution to Remain in Effect. Save and except as supplemented and amended by this Twentieth Supplemental Resolution, the Electric System Revenue Bond Resolution as heretofore supplemented and amended shall remain in full force and effect.

303. Effective Date. This Twentieth Supplemental Electric System Revenue Bond Resolution shall take effect from and after its adoption, the welfare of the Metropolitan Government requiring it.

LEGISLATIVE HISTORY
Referred:	Budget & Finance Committee
Introduced:	May 18, 2004
Substitute Introduced:	May 18, 2004
Adopted:	May 18, 2004
Approved:	May 18, 2004
By: