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 Refunding Bonds, Series 2005B.

WHEREAS, on February 6, 2001, the Metropolitan County Council (the "Council") of The Metropolitan Government of Nashville and Davidson County (the "Metropolitan Government"), adopted Substitute Resolution No. RS2001-510 ("Resolution No. RS2001-510"), authorizing the issuance, sale and delivery by the Metropolitan Government of general obligation refunding bonds, in the aggregate principal amount of not to exceed $291,000,000 for the purpose of refunding certain outstanding obligations described therein; and

WHEREAS, on March 7, 2001, the Metropolitan Government issued $73,745,000 in aggregate principal amount of General Obligation Multi-Purpose Refunding Bonds, Series 2001B under the authority of Resolution No. RS2001-510; and

WHEREAS, on October 16, 2001, the Council adopted Resolution No. RS2001-786 ("Resolution RS2001-786") to amend Resolution No. RS2001-510 to authorize the refunding of additional bonds thereunder and increase the principal amount of bonds authorized thereunder to $336,000,000; and

WHEREAS, on October 1, 2002, the Council adopted Substitute Resolution No. R2002-1190 ("Resolution RS2002-1190") to further amend Resolution RS2001-510 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; and

WHEREAS, on October 31, 2002, the Metropolitan Government issued $108,690,000 in aggregate principal amount of General Obligation Multi-Purpose Refunding Bonds, Series 2002 under the authority of Resolution RS2001-510, as amended as heretofore described; and

WHEREAS, on August 17, 2004, the Metropolitan Government issued $51,340,000 in aggregate principal amount of General Obligation Public Improvement Refunding Bonds, Series 2004 under the authority of Resolution RS2001-510, as amended as heretofore described; and

WHEREAS, on April 5, 2005, the Council adopted Resolution No. RS2005-746 ("Resolution RS2005-746) to further amend RS2001-510 (Resolution RS2001-510, as amended by Resolution RS2001-786, Resolution RS2002-1190 and Resolution RS2005-746 is herein referred to as the "Resolution"), to authorize the refunding of additional bonds thereunder and increase the principal amount of bonds authorized under the Resolution to $566,000,000; and

WHEREAS, market conditions now make it possible to refund and refinance at a cost savings to the Metropolitan Government a portion of the 1997A Bonds, the 1999 Bonds, the 2001A Bonds and the 2003 Bonds authorized to be refunded under the Resolution by the issuance of additional bonds authorized to be issued under the Resolution; and

WHEREAS, said bonds, together with the Metropolitan Government's General Obligation Bonds, Series 2005A (the "Series 2005A 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 described herein and the Series 2005A Bonds 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 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 were received for the Series 2005A Bonds and the bonds described on Exhibit A hereto (the "Series 2005B Bonds"):

2. Successful Bidder. The Council has reviewed all bids received with respect to the Series 2005A Bonds and the Series 2005B Bonds, and the bid of Lehman Brothers, New York, New York (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 2005B Bonds described on Exhibit A in the aggregate principal amount of $190,460,000, at a purchase price of $206,482,767.70, representing the principal amount of the Bonds, plus net original issue premium of $16,980,781.50, less underwriter's discount of $958,013.80.

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

5. Amendments. Sections 4.3(a) and 5.1(b) of Resolution RS2001-510, and the form of the bond attached to Resolution RS2001-510, are hereby amended to conform to the terms of the Series 2005B Bonds set forth on Exhibit A attached hereto. Except as set forth on Exhibit A, the Series 2005B 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 2005B 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 by the Metropolitan Mayor and Director of Finance in connection with the Series 2005B Bonds 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 2005B Bonds 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 for the Series 2005B 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: Jim Shulman

View Exhibit

LEGISLATIVE HISTORY
Referred:	Budget & Finance Committee
Introduced:	April 19, 2005
Substitute Introduced:	April 19, 2005
Adopted:	April 19, 2005
Approved:	April 21, 2005
By: