A resolution supplementing and amending certain resolutions of The Metropolitan Government of Nashville and Davidson County and awarding the sale of the Metropolitan Government's General Obligation Bonds, Series 2005C.

WHEREAS, on September 20, 2005, the Metropolitan Council (the "Council") of The Metropolitan Government of Nashville and Davidson County (the "Metropolitan Government"), adopted Resolution No. RS2005-954 (the "Resolution"), authorizing the issuance, sale and delivery by the Metropolitan Government of general obligation bonds, in the aggregate principal amount of not to exceed $225,000,000 for the purposes described therein; and

WHEREAS, said bonds have been advertised for public sale in accordance with Tennessee law (the "Notice of Sale"); and

WHEREAS, bids have been received for the bonds offered for sale and it is in the best interest of the Metropolitan Government to award the sale of said bonds to the bidder submitting the lowest bid; 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 Resolution in order to sell the bonds on terms most favorable to the Metropolitan Government; and

WHEREAS, the Council wishes to ratify the distribution of a Preliminary Official Statement in connection with the offering of the sale of said bonds;

NOW, THEREFORE, BE IT HEREBY RESOLVED by the Metropolitan Council of The Metropolitan Government of Nashville and Davidson County, as follows:

1. Receipt of Bids. Pursuant to the Notice of Sale, the following bids were received for the bonds described on Exhibit A hereto (the "Series 2005C Bonds"):

NAME OF BIDDER                      TRUE INTEREST RATE
Banc of America Securities LLC           4.328781%
Morgan Stanley & Co. Inc.                 4.346390%
Merrill Lynch & Co.                           4.347063%
Goldman, Sachs & Co.                       4.353415%
Lehman Brothers                              4.354089%
Morgan Keegan & Company, Inc.         4.362717%
Citigroup Global Markets Inc.              4.365003%
Prager, Sealy & Co., LLC                    4.366726%

2. Successful Bidder. The Council has reviewed all bids received with respect to the Series 2005C Bonds and the bid of Banc of America Securities LLC, Charlotte, North Carolina (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 2005C Bonds described on Exhibit A in the aggregate principal amount of $214,000,000, at a purchase price of $224,954,058.30, representing the principal amount of the Bonds, plus net original issue premium of $11,520,580.50, less underwriter's discount of $566,522.20.

4. Terms of Bonds. The Series 2005C Bonds shall have the terms set forth on Exhibit A attached hereto.

5. Amendments. Sections 3.3(a) and 4.1(b) of the Resolution, and the form of the bond attached to the Resolution, are hereby amended to conform to the terms of the Series 2005C Bonds set forth on Exhibit A attached hereto. Except as set forth on Exhibit A, the Series 2005C Bonds shall be issued in accordance with the Resolution.

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 Series 2005C Bonds awarded hereunder the Good Faith Deposit Financial Surety Bond issued by Financial Security Assurance Inc.

7. Official Statement. The preparation and distribution of a Preliminary Official Statement in connection with the Series 2005C Bonds in the form attached hereto as Exhibit B is hereby ratified and approved. The Metropolitan Mayor and Director of Finance shall hereafter make such completions, omissions, insertions and changes in the Preliminary Official Statement not inconsistent with the Resolution, as supplemented and amended hereby, as are necessary or desirable to complete it as a final Official Statement for the Series 2005C Bonds for purposes of Rule 15c2-12 of the Securities and Exchange Commission. The Metropolitan Mayor and Director of Finance shall arrange for the delivery to the successful bidder for the Series 2005C Bonds of a reasonable number of copies of the Official Statement within seven business days after the date hereof for delivery by such bidder to each potential investor requesting a copy of the Official Statement.

The Metropolitan Mayor and Director of Finance are hereby authorized to deem the Preliminary Official Statement to be in final form, as of its date, except for the omission in the Preliminary Official Statement of certain pricing and other information allowed to be omitted pursuant to such Rule 15c2-12(b)(1). The Metropolitan Mayor and Director of Finance are authorized, on behalf of the Metropolitan Government, to deem the Official Statement in final form, as of its date, within the meaning of Rule 15c2-12(b)(1). The distribution of the Official Statement in final form shall be conclusive evidence that it has been deemed in final form as of its date by the Metropolitan Government.

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 requiring it.

Sponsored by: Amanda McClendon

View Exhibits

LEGISLATIVE HISTORY
Referred:	Budget & Finance Committee
Introduced:	October 18, 2005
Substitute Introduced:	October 18, 2005
Adopted:	October 18, 2005
Approved:	October 20, 2005
By: