RESOLUTION NO. RS2008-336

RESOLUTION NO. RS2008-336

A Twenty-Third Supplemental Electric System Revenue Bond Resolution supplementing certain resolutions of The Metropolitan Government of Nashville and Davidson County by approving certain terms and provisions and ratifying certain actions of the Electric Power Board of The Metropolitan Government of Nashville and Davidson County relating to the issuance of Electric System Revenue Bonds, 2008 Series A and of Electric System Revenue Refunding Bonds, 2008 Series B.

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, as requested by the Electric Power Board of The Metropolitan Government of Nashville and Davidson County, the Metropolitan Council, by Resolution No. RS2008-261 adopted on May 20, 2008, has authorized the issuance of bonds pursuant to such Substitute Resolution No. R85-746, as heretofore supplemented and amended, such bonds to be designated as the Electric System Revenue Bonds, 2008 Series A and Electric System Revenue Refunding Bonds, 2008 Series B; and

WHEREAS, the Metropolitan Council hereby approves certain terms and provisions and ratifies certain actions of the Electric Power Board of The Metropolitan Government of Nashville and Davidson County relating to the issuance of such Electric System Revenue Bonds, 2008 Series A, and such Electric System Revenue Refunding Bonds, 2008 Series B.

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 Twenty-Third 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 "Bond Resolution").
102. Authority for this Twenty-Third Supplemental Resolution. This Twenty-Third Supplemental Resolution is adopted (i) pursuant to the provisions of the Act and (ii) in accordance with Article X of the Bond Resolution.
103. Definitions.
A. Except as provided by this Twenty-Third Supplemental Resolution, all terms which are defined in Section 101 of the Bond Resolution or Section 103 of the Twenty-Second Supplemental Resolution shall have the same meanings, respectively, in this Twenty-Third Supplemental Resolution as such terms are given in said Section 101 of the Bond Resolution or Section 103 of the Twenty-Second Supplemental Resolution.
B. In this Twenty-Third Supplemental Resolution:
Bond Resolution shall mean the Electric System Revenue Bond Resolution adopted by the Metropolitan Government on November 5, 1985, as supplemented and amended, including, without limitation, as supplemented by the Twenty-Second Supplemental Resolution and by this Twenty-Third Supplemental Resolution.
Continuing Disclosure Agreement shall mean the Continuing Disclosure Agreement to be entered into by and among the Metropolitan Government, the Board and Regions Bank, as disclosure agent.
Contract of Purchase shall mean the Purchase Contract entered into by and among the Metropolitan Government, the Board and the Underwriters.
Official Statement shall mean the Official Statement of the Metropolitan Government relating to the 2008 Series A Bonds and the 2008 Series B Bonds.
Sale Resolution shall mean the resolution of the Board adopted on June 9, 2008 entitled "A RESOLUTION DETERMINING CERTAIN DETAILS OF $109,170,000 AGGREGATE PRINCIPAL AMOUNT OF ELECTRIC SYSTEM REVENUE BONDS, 2008 SERIES A AND $84,680,000 AGGREGATE PRINCIPAL AMOUNT OF ELECTRIC SYSTEM REVENUE REFUNDING BONDS, 2008 SERIES B, BOTH OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY, AND CERTAIN OTHER MATTERS WITH RESPECT TO SAID 2008 SERIES A BONDS AND 2008 SERIES B BONDS", a copy of which resolution of the Board is annexed hereto as Exhibit A.
Twenty-Second Supplemental Resolution shall mean the Twenty-Second Supplemental Electric System Revenue Bond Resolution adopted by the Metropolitan Government on May 20, 2008.
Underwriters shall mean Morgan Keegan & Company, Inc., Lehman Brothers, Citigroup Global Markets, Inc., Wiley Bros.-Aintree Capital, LLC and Loop Capital Markets, LLC.

ARTICLE II

ELECTION TO REDEEM CERTAIN OUTSTANDING BONDS

201. Election to Redeem Certain Outstanding Bonds. The Metropolitan Government hereby irrevocably elects, and hereby directs the Fiscal Agent, from the proceeds of the Investment Securities purchased with the proceeds of the 2008 Series B Bonds and from other moneys deposited by the Board with the Fiscal Agent pursuant to Section 208(B) of the Twenty-Second Supplemental Resolution to redeem on July 28, 2008, at a Redemption Price of 102%, all the 1998 Series A Bonds scheduled to mature on May 15, 2014, May 15, 2015, May 15, 2016 and May 15, 2023 and all of the 1998 Series B Bonds scheduled to mature on May 15, 2009, May 15, 2010 and May 15, 2011, to pay the Redemption Price of such 1998 Series A Bonds and such 1998 Series B Bonds on such date and to pay when due all of the interest which is to become due on such 1998 Series A Bonds and such 1998 Series B Bonds on and prior to such date of redemption. In order to effectuate this election, the Metropolitan Government hereby covenants that upon the authentication and delivery of the 2008 Series B Bonds, an Authorized Officer of the Metropolitan Government and an Authorized Officer of the Board shall give the Fiscal Agent irrevocable instructions required by Sections 205 and 1201 of the Bond Resolution, in substantially the form annexed to the Escrow Agreement as Schedule B.The Metropolitan Government hereby authorizes and directs the Fiscal Agent to mail notice of redemption to the Holders of the Refunded Bonds to be redeemed.

ARTICLE III

RATIFICATION OF BOARD’S ACTION WITH RESPECT TO 2008 SERIES A BONDS AND 2008 SERIES B BONDS

301. Ratification of Principal Amounts, Maturities and Interest Rates, Accrued Interest Payable from the Proceeds of the 2008 Series A Bonds and the 2008 Series B Bonds, Designation of Refunded Bonds and Redemption Date of the Refunded Bonds. The determinations of the Board with respect to the aggregate principal amount of, the maturities and principal amount of each maturity of, the interest rates for, and the optional and mandatory sinking fund redemption provisions for, the 2008 Series A Bonds and the 2008 Series B Bonds, the determination of the amount of interest on the 2008 Series A Bonds payable from the proceeds of the 2008 Series A Bonds, the determination of the amount of interest on the 2008 Series B Bonds payable from the proceeds of the 2008 Series B Bonds, the designation of Refunded Bonds and the redemption date of the Refunded Bonds and such other matters as are determined in Sections 1, 2, 3, 4, 5 and 6 of the Sale Resolution, as the same is required under the Twenty-Second Supplemental Resolution, be and the same are hereby approved, ratified and confirmed. The Metropolitan County Mayor, the Director of Finance of the Metropolitan Government and the Metropolitan Clerk are hereby authorized to execute and to deliver the 2008 Series A Bonds and the 2008 Series B Bonds in the name of and on behalf of the Metropolitan Government in the form as set forth in Section 209 of the Twenty-Second Supplemental Resolution, with such variations, omissions and insertions as are required or permitted consistent with the Bond Resolution and the Sale Resolution, in exchange for the purchase price therefor as set forth in the Contract of Purchase and in Section 302 of this Twenty-Third Supplemental Resolution.
302. Approval of Purchase Contract and Purchase Price. The Contract of Purchase, in substantially the form attached hereto as Exhibit B, be and the same is hereby approved. The Metropolitan Mayor, the Treasurer of the Metropolitan Government and the Director of Finance of the Metropolitan Government, any one of whom may act alone, are hereby authorized and directed to execute and deliver the Contract of Purchase in the name of and on behalf of the Metropolitan Government, with such changes, insertions or omissions as the person executing the same shall approve, such execution and delivery thereof to be conclusive evidence of the approval of any such changes, insertions or omissions, and any such actions previously undertaken are hereby approved, ratified and confirmed. The sale of the 2008 Series A Bonds to the Underwriters at a purchase price of $111,849,620.14 (the par amount of $109,170,000, plus reoffering premium of $3,177,876.05, less underwriters’ discount of $498,255.91) is hereby approved, and the sale of the 2008 Series B Bonds to the Underwriters at a purchase price of $88,916,349.45 (the par amount of $84,680,000 plus a net reoffering premium of $4,584,794.25, less underwriters’ discount of $348,444.80) is hereby approved. The 2008 Series A Bonds and the 2008 Series B Bonds shall be dated the date of delivery.
The appropriate officials of the Metropolitan Government are hereby authorized, empowered, and directed, from and after the execution and delivery of the Contract of Purchase, to do all acts and things, and to execute all documents, as may be necessary or convenient to carry out and to comply with the provisions of the Contract of Purchase, as executed and delivered.
303. Approval of Continuing Disclosure Agreement. The Continuing Disclosure Agreement, in substantially the form attached hereto as Appendix F to the Official Statement, be and the same is hereby approved. The Metropolitan Mayor, the Treasurer of the Metropolitan Government and the Director of Finance of the Metropolitan Government, any one of whom may act alone, are hereby authorized and directed to execute and deliver the Continuing Disclosure Agreement in the name and on behalf of the Metropolitan Government, with such changes, insertions or omissions as the person executing the same shall approve, such execution and delivery thereof to be conclusive evidence of the approval of any such changes, insertions or omissions.
304. Approval of Official Statement. The Official Statement in substantially the form attached hereto as Exhibit C be and the same is hereby approved, and the use of the Official Statement by the Underwriters in connection with the offering and sale of the 2008 Series A Bonds and the 2008 Series B Bonds is hereby approved, ratified and confirmed.
305. Tax Covenant. The Metropolitan Government hereby covenants and agrees with the Holders of the 2008 Series A Bonds and the 2008 Series B Bonds to do the following:
(1) The Metropolitan Government shall comply with each applicable requirement of the Internal Revenue Code of 1986, as amended (the "Code"), necessary to maintain the exclusion of interest on the 2008 Series A Bonds and the 2008 Series B Bonds from gross income for Federal income tax purposes. In furtherance of the covenant contained in the preceding sentence, the Metropolitan Government agrees to comply with the provisions of the Tax and Arbitrage Certificate (the "Tax Certificate") to be prepared by Bond Counsel for the 2008 Series A Bonds and the 2008 Series B Bonds and to be executed by the Metropolitan Government on the date of the initial issuance and delivery of the 2008 Series A Bonds and the 2008 Series B Bonds, as such Tax Certificate may be amended from time to time, as a source of guidance for achieving compliance with the Code, and the Metropolitan Mayor, the Treasurer of the Metropolitan Government and the Director of Finance of the Metropolitan Government, any one of whom may act alone, are hereby authorized and directed to execute and deliver the Tax Certificate on behalf of and in the name of the Metropolitan Government.
(2) The Metropolitan Government shall make any and all payments required to be made to the United States Department of the Treasury in connection with the 2008 Series A Bonds and the 2008 Series B Bonds pursuant to Section 148(f) of the Code from amounts on deposit in the funds and accounts established under the Bond Resolution, as heretofore and hereafter amended and supplemented, or otherwise available therefor.
(3) Notwithstanding any provision of the Bond Resolution to the contrary, so long as necessary to maintain the exclusion from gross income of interest on the 2008 Series A Bonds and the 2008 Series B Bonds for Federal income tax purposes, the covenants contained in this Section shall survive the payment of the 2008 Series A Bonds and the 2008 Series B Bonds and the interest thereon, including any payment or defeasance thereof pursuant to Section 1201 of the Bond Resolution.

ARTICLE IV

RESOLUTION TO REMAIN IN EFFECT; EFFECTIVE DATE

401. Resolution To Remain In Effect. Save and except as supplemented by this Twenty-Third Supplemental Resolution, the Bond Resolution and the Twenty-Second Supplemental Resolution shall remain in full force and effect.

402. Effective Date. This Twenty-Third 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:	June 17, 2008
Adopted:	June 17, 2008
Approved:	June 23, 2008
By: