Morgan Keegan & Company, Inc.

Transcription

1 OFFICIAL STATEMENT NEW ISSUE BOOK-ENTRY ONLY Moody s: A1/VMIG 1 (See RATING herein) In the opinion of Bond Counsel, under existing law and subject to conditions described in the section herein TAX EXEMPTION, interest on the Bonds (a) will not be included in gross income for federal income tax purposes, (b) will not be an item of tax preference for purposes of the federal alternative minimum income tax imposed on individuals and corporations, and (c) will be exempt from all state, county and municipal taxation in Tennessee except as described in the section herein TAX EXEMPTION. Such interest may be included in the calculation of a corporation s alternative minimum income tax, and a holder may be subject to other federal tax consequences as described in the section herein TAX EXEMPTION. $38,020,000 THE HEALTH AND EDUCATIONAL FACILITIES BOARD OF THE CITY OF SPRINGFIELD, TENNESSEE Variable Rate Revenue Refunding Bonds (NorthCrest Medical Center Project) Series 2008 Dated: Date of Delivery Due: August 1, 2033 Price: 100% The Bonds will be payable (except to the extent payable from certain Bond proceeds and other moneys pledged therefor) from, and are secured by, a pledge of payments to be made to The Health and Educational Facilities Board of the City of Springfield, Tennessee (the Issuer ) under a Loan Agreement (the Agreement ) between the Issuer and NorthCrest Medical Center, a Tennessee non-profit corporation (the Borrower ). The Bonds also will be payable from an irrevocable direct-pay Letter of Credit (the Credit Facility ) issued by REGIONS BANK (the Credit Provider ). The Credit Facility will expire, unless earlier terminated or unless renewed or extended, on August 15, The Credit Facility may be replaced by a substitute irrevocable Credit Facility (the Substitute Credit Facility ) under the terms and conditions set forth in the Agreement and the Bond Indenture, as described herein. The Bonds initially will bear interest at the Short Term Rate, as more fully described herein, determined on the first day of each Interest Period (as defined herein), and payable on the first business day of each month, or on the first business day of each Interest Period, if such Interest Period is longer than a month, commencing August 1, The Short Term Rate will be determined by Morgan Keegan & Company, Inc., as Remarketing Agent, on the basis of prevailing financial market conditions, and the duration of each Interest Period will be determined at the election of the Borrower, subject to certain conditions set forth in the Bond Indenture. The Interest Period initially will be one week in duration. Bonds bearing interest at the Short Term Rate will be issuable as fully registered Bonds in denominations of $100,000 each and integral multiples of $5,000 in excess thereof. The principal of the Bonds is payable at the corporate trust office in Nashville, Tennessee of Regions Bank, as Bond Trustee. The interest on the Bonds shall be paid by check and mailed by the Bond Trustee to the person in whose name the Bond is registered on the registration books kept by the Bond Trustee at the close of business on the business day next preceding such interest payment date so long as the Bonds bear interest at the Short Term Rate. The Bonds will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (the Securities Depository ). The Securities Depository will act as securities depository for the Bonds. Purchases will be made only in book-entry form through the Participants (as herein defined) in the Securities Depository, and no physical delivery of the Bonds will be made to Beneficial Owners (as herein defined). Payment of principal of and premium, if any, on the Bonds will be made to Beneficial Owners by the Securities Depository through its Participants. As long as Cede & Co. is the registered owner of the Bonds, as nominee of the Securities Depository, references herein to the holders of the Bonds or registered owners shall mean Cede & Co., as aforesaid, and shall not mean the Beneficial Owners of the Bonds. See THE BONDS -- Book-Entry System herein. The Bonds are subject to redemption, purchase, and tender as provided in the Bond Indenture and as described herein. THE ISSUER SHALL NOT BE OBLIGATED TO PAY THE BONDS OR THE INTEREST THEREON EXCEPT FROM THE REVENUES AND THE PROCEEDS PLEDGED THEREFOR, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER OR OF THE STATE OF TENNESSEE OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE ISSUER HAS NO TAXING POWER. The Bonds are offered subject to prior sale, when, as and if issued by the Issuer, subject to the approving opinion of Bass, Berry & Sims, PLC, Nashville, Tennessee, Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the Borrower by its counsel, Wyatt, Tarrant & Combs, LLP, Nashville, Tennessee; for the Issuer by its counsel, Larry D. Wilks, Springfield, Tennessee; for the Credit Provider, as issuer of the Credit Facility, by its counsel, Bass, Berry & Sims, PLC, Nashville, Tennessee; and for the Underwriter by its counsel, Bass, Berry & Sims PLC, Nashville, Tennessee. The Bonds, in book-entry form, are expected to be available for delivery through The Depository Trust Company in New York, New York, on or about July 30, July 29, 2008 Morgan Keegan & Company, Inc.

2 This Official Statement does not constitute an offering of any security other than the original offering of the Bonds identified on the cover hereof. No dealer, broker, salesman or other person has been authorized by the Issuer, the Borrower, the Credit Provider or the Underwriter to give any information or to make any representation with respect to the Bonds other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the Borrower, the Credit Provider and other sources which are believed to be reliable, but is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the Underwriter or the Issuer. The information herein is subject to change without notice and neither the delivery hereof nor any sale hereunder at any time implies that information herein is correct as of any time subsequent to its date. Upon issuance, the Bonds will not be registered by the Issuer under the Securities Act or any state securities law, and will not be listed on any stock or other securities exchange. Neither the Securities and Exchange Commission nor any other federal, state or other governmental entity or agency will have passed upon the accuracy or adequacy hereof or approved the Bonds for sale (except that the Issuer has authorized the issuance and sale of the Bonds).

3 OFFICIAL STATEMENT TABLE OF CONTENTS (The Table of Contents for this Official Statement is for convenience of reference only and is not intended to define, limit or describe the scope or intent of any provisions of this Official Statement.) INTRODUCTORY STATEMENT... 1 THE ISSUER... 2 THE BORROWER... 2 USE OF PROCEEDS... 3 THE BONDS... 3 Dates, Denominations and Payment Information... 3 Day Count for Interest... 3 Special Obligations... 3 General Definitions... 4 Short Term Period... 7 Commercial Paper Period... 8 Long Term Period... 9 Conversion Option Mandatory Purchase of Bonds on Mandatory Purchase Date Demand Purchase Option Funds for Purchase of Bonds Extraordinary Redemption Optional Redemption by the Borrower Acceleration of the Bonds; Defaults and Remedies under the Bond Indenture Book-Entry System THE CREDIT FACILITY General Substitute Credit Facility THE BOND TRUSTEE UNDERWRITING THE REMARKETING AGENT RELATIONSHIPS OF PARTIES RATING TAX EXEMPTION APPROVAL OF LEGAL PROCEEDINGS MISCELLANEOUS APPENDIX - Regions Bank i

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5 $38,020,000 The Health and Educational Facilities Board of the City of Springfield, Tennessee Variable Rate Revenue Refunding Bonds (NorthCrest Medical Center Project) Series 2008 INTRODUCTORY STATEMENT This Official Statement is provided to furnish certain information in connection with the original issuance and sale by The Health and Educational Facilities Board of the City of Springfield, Tennessee (the "Issuer") of $38,020,000 in aggregate principal amount of its Variable Rate Revenue Refunding Bonds (NorthCrest Medical Center Project) Series 2008 (the "Bonds"). The Bonds will be issued under a Bond Trust Indenture, dated as of July 1, 2008 (the "Bond Indenture"), between the Issuer and Regions Bank, as bond trustee (the "Bond Trustee"). The Bonds will be limited obligations as described under the caption "THE BONDS -- Special Obligations." The proceeds of the Bonds will be loaned to NorthCrest Medical Center, a Tennessee non-profit corporation (the "Borrower"), to (1) refund the Issuer's Hospital Revenue Refunding Bonds, Series 1998 (NorthCrest Medical Center) and the Issuer's Hospital Revenue Bonds, Series 2006A (NorthCrest Medical Center), and (2) pay the costs of issuance of the Bonds. The Issuer and the Borrower will enter into a Loan Agreement, dated as of July 1, 2008 (the "Loan Agreement"). Pursuant to the Loan Agreement, the Borrower is required to make payments sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. The loan will be evidenced by the $38,020,000 NorthCrest Medical Center Note, Series 2008 (The Health and Educational Facilities Board of the City of Springfield, Tennessee) (the "Series 2008 Obligation") issued under a Master Trust Indenture dated as of July 1, 1994 (the "Master Trust Indenture"), between the Borrower, as the initial member of an Obligated Group, and Regions Bank, Nashville, Tennessee (as successor to AmSouth Bank of Alabama), as master trustee (the "Master Trustee"), and under a Fifth Supplemental Master Indenture dated as of July 1, 2008 (the "Fifth Supplemental Indenture") between the Borrower and the Master Trustee (the Master Trust Indenture, as previously supplemented and amended and as further supplemented by the Fifth Supplemental Master Indenture and as it from time to time may be further supplemented and amended, is hereinafter referred to as the "Master Indenture"). The Series 2008 Obligation will entitle the Bond Trustee to the benefit and security of the Master Indenture on an equal and proportionate basis with the holders of all other Obligations from time to time issued by the Borrower pursuant to the Master Indenture. The Bonds will be secured by a pledge and assignment to the Bond Trustee pursuant to the Bond Indenture, with certain reservations, of the Issuer's right, title and interest in the Loan Agreement and the Series 2008 Obligation. Concurrently with, and as a condition to, the issuance of the Bonds, the Borrower will cause Regions Bank (the "Credit Provider") to deliver an irrevocable direct-pay Letter of Credit (the "Credit Facility") to the Bond Trustee. The Bond Trustee will be entitled under the Credit Facility to draw amounts up to (a) the principal amount of the Bonds or the portion of the Purchase Price of the Bonds corresponding to the principal of the Bonds and (b) up to 35 days' accrued interest on the Bonds (at a maximum rate of 10% per annum) or that portion of the Purchase Price of the Bonds corresponding to the accrued interest thereon. The Credit Facility will be issued pursuant to a Reimbursement Agreement, dated as of July 1, 2008, between the Borrower and the Credit Provider (the "Credit Agreement"), as 1

6 described under the caption "THE CREDIT FACILITY". The Borrower will agree in the Credit Agreement to reimburse the Credit Provider for drawings made under the Credit Facility and to make certain other payments. NO REPRESENTATION IS MADE CONCERNING THE FINANCIAL STATUS OR PROSPECTS OF THE BORROWER OR THE VALUE OR FINANCIAL VIABILITY OF THE PROJECT. PROSPECTIVE PURCHASERS OF THE BONDS ARE ADVISED TO RELY SOLELY UPON THE CREDIT FACILITY FOR PAYMENT OF PRINCIPAL AND PURCHASE PRICE OF AND INTEREST ON THE BONDS. AN EVENT OF DEFAULT UNDER THE CREDIT AGREEMENT, INCLUDING, AMONG OTHER THINGS, THE BORROWER'S FAILURE TO PAY ITS REIMBURSEMENT OBLIGATIONS OR COMPLY WITH ITS COVENANTS THEREUNDER, WILL PERMIT THE CREDIT PROVIDER TO CAUSE AN EVENT OF DEFAULT UNDER THE BOND INDENTURE, WHICH WOULD REQUIRE THE BOND TRUSTEE TO DECLARE THE BONDS TO BE IMMEDIATELY DUE AND PAYABLE. In order to provide for the remarketing of the Bonds under certain circumstances, the Borrower and Morgan Keegan & Company, Inc. (in such capacity, the "Remarketing Agent") will enter into a Remarketing Agreement, dated as of July 1, 2008 (the "Remarketing Agreement"). Brief descriptions of the Issuer, the Borrower and the Bonds, follow. A brief description of the Credit Provider is included as an Appendix hereto. The descriptions herein do not purport to be comprehensive or definitive and are qualified in their entirety by reference to each specific document being described, copies of all of which are available for inspection at the corporate trust office of the Bond Trustee at 315 Deaderick Street, 4 th Floor, Nashville, Tennessee 37237, Attention: Corporate Trust Department. Terms not defined herein have the meanings set forth in the respective documents. THE ISSUER The Issuer is a public, not-for-profit corporation organized pursuant to the laws of the State of Tennessee, specifically Part 3 of Chapter 101 of Title 48 of Tennessee Code Annotated (the "Act"), and is governed by a Board of Directors consisting of seven members. The Issuer is authorized by the Act to finance the acquisition and construction of facilities for institutions such as the Borrower. The Issuer adopted a resolution on July 8, 2008 authorizing the issuance of the Bonds. THE BONDS ARE SPECIAL AND LIMITED OBLIGATIONS OF THE ISSUER AND ARE PAYABLE SOLELY FROM THE REVENUES AND SECURITY INTERESTS PLEDGED FOR THEIR PAYMENT AND FROM FUNDS AVAILABLE UNDER THE LETTER OF CREDIT AND DO NOT CONSTITUTE A PLEDGE OF THE FAITH AND CREDIT OF THE STATE OF TENNESSEE, THE CITY OF SPRINGFIELD, TENNESSEE OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE ISSUER, BUT SHALL BE PAYABLE SOLELY AS DESCRIBED HEREIN. NEITHER THE BONDS NOR ANY OTHER OBLIGATION INCURRED BY THE ISSUER UNDER THE BOND INDENTURE SHALL CONSTITUTE OR GIVE RISE TO ANY LIABILITY OF THE CITY OF SPRINGFIELD, TENNESSEE, THE STATE OF TENNESSEE OR ANY OF ITS POLITICAL SUBDIVISIONS. THE ISSUER HAS NO POWER TO LEVY OR COLLECT TAXES. THE BORROWER The Borrower is a Tennessee non-profit corporation which is currently classified by the Internal Revenue Service as a Section 501(c)(3) organization for federal income tax purposes. 2

7 It is expected that all payments of the principal of and interest on the Bonds during the Short Term Periods will be made with moneys obtained from drawings under the Credit Facility. It is also expected that all payments of the purchase price of the Bonds will be made with moneys obtained from the remarketing of the Bonds or from drawings under the Credit Facility. It is not expected that any funds provided by the Borrower will be used to pay the principal or purchase price of or interest on the Bonds during the Short Term Periods. No financial information regarding the Borrower is therefore being provided in the Official Statement. Potential purchasers of the Bonds should rely solely on the Credit Facility as security for the Bonds in evaluating whether to purchase the Bonds. USE OF PROCEEDS The Borrower will use the proceeds from the sale of the Bonds loaned to it by the Issuer to provide funds to (1) refund the Issuer's Hospital Revenue Refunding Bonds, Series 1998 (NorthCrest Medical Center) and the Issuer's Hospital Revenue Bonds, Series 2006A (NorthCrest Medical Center), and (2) pay the costs of issuance of the Bonds. Dates, Denominations and Payment Information THE BONDS The Bonds will be dated the date of their original issuance and will mature on August 1, 2033, subject to optional redemption, purchase and tender as more fully described herein. The principal of, premium, if any, and interest on, and the Purchase Price of, the Bonds are payable at the place and in the manner specified in this Official Statement. During any Short Term Period or Commercial Paper Period, the Bonds will be issued as fully registered bonds in denominations of $100,000 and integral multiples of $5,000 in excess thereof. During any Long Term Period, the Bonds will be issued in denominations of $5,000 or any integral multiple thereof. Subject to certain limitations, the Bonds may be transferred or exchanged for other Bonds of authorized denominations at the principal corporate trust office of the Bond Trustee, without charge other than any tax or other governmental charge. Day Count for Interest During the Commercial Paper Period and any Short Term Period with a duration of one week or one month, interest shall be calculated on the basis of actual days elapsed in a 365- or 366-day year, as the case may be. During the Long Term Period and any Short Term Period with a duration of three months or six months, interest shall be calculated on the basis of a 360-day year comprised of twelve 30-day months. Special Obligations No owner of any Bond has the right to compel any exercise of the taxing power of the State of Tennessee or of any political subdivision or instrumentality thereof, including the Issuer (which has no taxing power), to pay the Bonds, the interest thereon or any other amount due with respect thereto. The Bonds are not general obligations of the State of Tennessee or of any political subdivision or instrumentality thereof, including the Issuer, but are special obligations payable solely from certain amounts payable by the Borrower under the Agreement and other moneys pledged therefor under the Bond Indenture. Neither the Issuer, the State of Tennessee nor any political subdivision or instrumentality thereof has any obligations with respect to the purchase of the Bonds. 3

8 General Definitions The following definitions shall apply to the terms used in this Official Statement: "Bond Counsel" means a firm of nationally recognized attorneys standing in the field of municipal finance law whose opinions are generally accepted by purchasers of public obligations and who is acceptable to the Bond Trustee. "Bond Register" means the books of the Issuer kept by the Bond Trustee to evidence the registration and transfer of the Bonds. "Bond Trustee" means Regions Bank, an Alabama state bank, and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party and any successor Bond Trustee at the time serving as successor Bond Trustee hereunder. "Principal Office" of the Bond Trustee means the address specified in Section 13.4 of the Bond Indenture or such other address as may be designated in writing to the Remarketing Agent, the Issuer and the Borrower. "Book-Entry System" means the system maintained by the Securities Depository described in the Bond Indenture. "Business Day" means a day other than a Saturday, Sunday, a day of which the Bond Trustee, the Credit Provider, or the Remarketing Agent is authorized or required by law to close, a day on which The New York Stock Exchange is closed or a day on which commercial banks located in Nashville, Tennessee are authorized or required by law to close. "Calculation Period" means any period comprised of up to 270 days, as established by the Remarketing Agent pursuant to the Bond Indenture. "Commercial Paper Interest Payment Date" means, with respect to any Bond, the first day after the end of any Calculation Period. "Commercial Paper Period" means any period where a Calculation Period has been established pursuant to the Bond Indenture. "Commercial Paper Rate" means the interest rate borne by the Bonds during the Commercial Paper Period established pursuant to the Bond Indenture. "Conversion Date" means the date on which the interest rate on the Bonds is converted from one type of Interest Period to another type of Interest Period, which date shall be an Interest Payment Date that is at least six months after the date of issuance of the Bonds or the last preceding Conversion Date. "Conversion Option" means the option granted to the Borrower in the Bond Indenture to convert from one type of Interest Period to another type of Interest Period. "Credit Agreement" means the Reimbursement Agreement dated as of the date of the Bond Indenture between the Borrower and the initial Credit Provider with respect to the Credit Facility, and any amendments or supplements thereto, together with any letter of credit, reimbursement or similar agreement between the Borrower and any subsequent Credit Provider, and any amendments and supplements thereto. 4

9 "Credit Facility" means the Letter of Credit and any Substitute Credit Facility provided by the Borrower pursuant to Section 4.4 of the Agreement. "Credit Facility Period" shall mean any Interest Period during which payment of the principal and Purchase Price of, and the interest and redemption premium (if any) on, the Bonds are secured by a Credit Facility. "Credit Facility Termination Date" means the later of (a) that date upon which the Credit Facility shall expire or terminate pursuant to its terms, or (b) that date to which the expiration or termination of the Credit Facility may be extended, from time to time, either by extension or renewal of the existing Credit Facility. "Credit Provider" means the provider of any Credit Facility. "Demand Purchase Option" means the option granted to Owners of Bonds, while the Bonds bear interest at the Short Term Rate, to require that Bonds be purchased pursuant to the Bond Indenture. "Determination of Taxability" means a final decree of judgment of any Federal court or a final action of the Internal Revenue Service determining that interest paid or payable on any Bond is or was includable in the gross income of an Owner of the Bonds for Federal income tax purposes; provided, that no such decree, judgment, or action will be considered final for this purpose, however, unless the Borrower has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of any Owner of a Bond, and until the conclusion of any appellate review, if sought. "First Optional Redemption Date" means, with respect to a Long Term Period less than or equal to 5 years, the first day of the 24 th calendar month from the beginning of such Long Term Period, with respect to a Long Term Period greater than 5 years but less than or equal to 10 years, the first day of the 60 th calendar month from the beginning of such Long Term Period, and with respect to a Long Term Period greater than 10 years, the first day of the 84 th calendar month from the beginning of such Long Term Period. "Interest Payment Date" means each Short Term Interest Payment Date, each Commercial Paper Interest Payment Date and each Long Term Interest Payment Date. Period. "Interest Period" means each Short Term Period, Commercial Paper Period and Long Term "Letter of Credit" means that certain letter of credit, dated the date of issuance of the Bonds, issued by Regions Bank. "Long Term Interest Payment Date" means (a) the first day of the sixth calendar month after the beginning of the Long Term Period and the first day of each sixth calendar month thereafter until the end of the Long Term Period, (b) any redemption date with respect to all of the Bonds, and (c) the maturity date of the Bonds. "Long Term Period" means any period of time that begins on the first day of a calendar month and ends on a specified date that is the last day of any calendar month that is an integral multiple of 12 calendar months from the beginning of such Long Term Period or the maturity of the Bonds, as determined by the Borrower. 5

10 "Long Term Rate" means the interest rate borne by the Bonds during any Long Term Period established pursuant to the Bond Indenture. "Mandatory Purchase Date" means (a) each Conversion Date, (b) each Short Term Adjustment Date, (c) each day immediately following the end of a Calculation Period, (d) the first day of any Long Term Period, (e) the Interest Payment Date immediately before the Credit Facility Termination Date (provided, that such Interest Payment Date shall precede the Credit Facility Termination Date by not less than two (2) Business Days), (f) the Interest Payment Date concurrent with the effective date of a Substitute Credit Facility, and (g) the first Interest Payment Date following the occurrence of a Determination of Taxability for which the Bond Trustee can give notice pursuant to the provisions of the Bond Indenture. "Maximum Rate" means an interest rate per annum equal to the lesser of the maximum rate permitted by law and 10%. The Maximum Rate may be adjusted, after the date of initial issuance and delivery of the Bonds, provided that (a) such Maximum Rate shall at no time exceed the maximum rate permitted by law, and (b) such adjustment to the Maximum Rate shall not become effective unless and until the Bond Trustee shall receive (i) satisfactory evidence that the stated amount of the Credit Facility (if any) has been adjusted to reflect the adjusted Maximum Rate, and (ii) an opinion of Bond Counsel satisfactory to the Bond Trustee to the effect that such adjustment will not adversely affect the exclusion of interest on the Bonds from gross income for federal income tax purposes. "Participant" means one of the entities which is a member of the Securities Depository and deposits securities, directly or indirectly, in the Book-Entry System. "Premises" means the Borrower's real and personal property located at 100 NorthCrest Drive, Springfield, Tennessee. "Purchase Price" means an amount equal to 100% of the principal amount of any Bond tendered or deemed tendered pursuant to the Bond Indenture, plus, in the case of purchase pursuant to Section 4.2 of the Bond Indenture, accrued and unpaid interest thereon to the date of purchase. "Record Date" means (a) so long as the Bonds bear interest at the Short Term or Commercial Paper Rate, that day which is the Business Day next preceding any Interest Payment Date, and (b) so long as the Bonds bear interest at the Long Term Rate, the 15th day of the calendar month next preceding any Interest Payment Date. "Securities Depository" means The Depository Trust Company, New York, New York, or its nominee, and its successors and assigns. "Short Term Adjustment Date" means the first day of each Short Term Period that has a duration different from the preceding Short Term Period, on which date the Remarketing Agent shall establish the Short Term Rate for such Short Term Period (or if such date is not a Business Day, then the Business Day immediately preceding such date). "Short Term Interest Payment Date" means, for each Short Term Period, (a) the first day of the next succeeding Interest Period; provided, that so long as the Short Term Period is one week in duration, the term "Short Term Interest Payment Date" shall mean the first business day of each calendar month, (b) any redemption date with respect to all of the Bonds, and (c) the maturity date of the Bonds. "Short Term Period" means (a) the period from the date of issuance and delivery of the Bonds to and including the next succeeding Wednesday (unless the Bonds are issued and delivered on a 6

11 Wednesday, in which case the first Interest Period shall include only such Wednesday), (b) any period of time of one week's duration, provided that the period commences on Thursday of each week and continues through Wednesday of the following week, (c) any period of time of one calendar month's duration, provided that the period commences on the first day of each calendar month and terminates on the last day of such calendar month, (d) any period of time of three calendar months' duration, provided that the period commences on the first day of the first calendar month and terminates on the last day of the third calendar month, and (e) any period of time of six calendar months' duration, provided that the period commences on the first day of the first calendar month and terminates on the last day of the sixth calendar month. "Short Term Rate" means the interest rate borne by the Bonds during any Short Term Period established pursuant to the Bond Indenture. "State" means the State of Tennessee. "Substitute Credit Facility" means a letter of credit, line of credit, insurance policy or other credit facility securing the payment of the principal and Purchase Price of, redemption premium (if any) and interest on the Bonds, delivered to the Bond Trustee in accordance with the Agreement. "Tender Date" means (a) during any Short Term Period of other than one weeks' duration, any Interest Payment Date, and (b) during any Short Term Period of one weeks' duration, the seventh day (unless such day is not a Business Day, in which case the next succeeding Business Day) following receipt by the Bond Trustee of notice from the Owner that such Owner has elected to tender bonds (as more fully described in Section 4.2 of the Bond Indenture). "Trust Estate" means the property conveyed to the Bond Trustee pursuant to the Granting Clauses of the Bond Indenture. Short Term Period (a) From the date of issuance of the Bonds until the next following Conversion Date and from any subsequent Conversion Date after which the Bonds will bear interest at a Short Term Rate until the next following Conversion Date, the Bonds shall bear interest at a Short Term Rate, as hereinafter described. (b) The Short Term Rate for each Short Term Period will be determined by the Remarketing Agent on the first day of each Short Term Period, as follows: the interest rate for each Short Term Period shall be established at a rate equal to the interest rate per annum that, in the sole judgment of the Remarketing Agent, taking into account prevailing financial market conditions, would be the minimum interest rate required to sell the Bonds at a price of par on such date. Upon determining the Short Term Rate for each Short Term Period, the Remarketing Agent shall notify the Bond Trustee and the Borrower of such rate by telephone or such other manner as may be appropriate by not later than 2:00 P.M. New York City time on the date of such determination, which notice shall be promptly confirmed in writing. (c) The Borrower is authorized to adjust the duration of the Short Term Period. In that connection, the Borrower shall instruct the Remarketing Agent, not later than the 20th day prior to the Short Term Adjustment Date, to determine the Short Term Rate on the basis of a Short Term Period of one week, one calendar month, three calendar months or six calendar months. In the event the Borrower elects to adjust the duration of the Short Term Period, the Borrower shall notify the Bond Trustee in writing, on the date such instruction is provided to the Remarketing Agent, of such an election with respect to the Short Term Period and of the Short Term Adjustment Date on which such new Short Term 7

12 Period shall commence, and if such Short Term Period is to be a Credit Facility Period, shall also furnish to the Bond Trustee, with such notification, the Credit Facility. The duration of the Short Term Period may be adjusted effective only on the day following the last day of the preceding Short Term Period; provided, however, that a Short Term Period of one week's duration may be adjusted to any other authorized duration only on the first day of each calendar month. In the event the duration of the Short Term Period is to be adjusted from one week to another authorized duration for a Short Term Period (pursuant to the provisions of Section 2.3 of the Bond Indenture) or if the Conversion Option has been exercised, and the expiration of the last Short Term Period prior to the first day of the calendar month does not occur on the last day of a calendar month, then in such event the duration of such Short Term Period shall be increased or decreased at the discretion of the Remarketing Agent, by not more than six days, in order to cause the expiration of such Interest Period to occur on the last day of the calendar month. (d) If the Borrower has exercised the Conversion Option to convert the Bonds to a Short Term Period, the Borrower shall instruct the Remarketing Agent, not later than the 20th day prior to the Conversion Date, to determine the Short Term Rate on the basis of a Short Term Period selected in exercising the Conversion Option. (e) The determination of the Short Term Rate (absent manifest error) shall be conclusive and binding upon the Issuer, the Borrower, the Bond Trustee, the Credit Provider (if any) and the Owners of the Bonds. If for any reason the Remarketing Agent shall fail to establish the Short Term Rate for any Short Term Period, the Bonds shall bear interest during such Short Term Period at the Short Term Rate in effect during the immediately preceding Short Term Period. Commercial Paper Period (a) From any Conversion Date after which the Bonds will bear interest at a Commercial Paper Rate until the next following Conversion Date, the Bonds will bear interest at the Commercial Paper Rate for each Calculation Period, as hereinafter described. During any Commercial Paper Period, each Bond shall have the same Calculation Period and the same Commercial Paper Rate. (b) At or prior to 12:00 noon New York City time on any Conversion Date after which the Bonds will bear interest at the Commercial Paper Rate and the day immediately after the end of such Calculation Period, the Remarketing Agent shall establish the Calculation Period with respect to the Bonds. The Remarketing Agent shall select the Calculation Period and the applicable Commercial Paper Rate that, in the sole judgment of the Remarketing Agent, will result in the lowest overall borrowing cost on the Bonds or are otherwise in the best financial interests of the Borrower, as determined in consultation with the Borrower; provided, however, during any Credit Facility Period, a Calculation Period shall not be less than three (3) days. Any Calculation Period established hereunder may not extend beyond (i) any Conversion Date, (ii) during any Credit Facility Period, the second Business Day next preceding the scheduled Credit Facility Termination Date, or (iii) the day prior to the maturity date of the Bonds. (c) On the first day of each Calculation Period, the Remarketing Agent shall set the Commercial Paper Rate by 12:00 noon New York City time for such Calculation Period. With respect to each Calculation Period, the interest rate shall be established at a rate equal to the interest rate per annum that, in the sole judgment of the Remarketing Agent, taking into account prevailing financial market conditions, would be the minimum interest rate required to sell the Bonds at a price of par on the date of such determination. Upon determining the rate for each Calculation Period, the Remarketing Agent shall notify the Bond Trustee and the Borrower of such rate and the related Calculation Period by telephone or such other manner as may be appropriate by not later than 2:00 P.M. New York City time on the date of such determination, which notice shall be promptly confirmed in writing. 8

13 (d) The determination of the Commercial Paper Rate and Calculation Period (absent manifest error) shall be conclusive and binding upon the Issuer, the Borrower, the Bond Trustee, the Credit Provider (if any), and the Owners of the Bonds. If for any reason the Remarketing Agent shall fail to establish the Commercial Paper Rate or the Calculation Period during a Commercial Paper Period, or in the event no Calculation Period is established pursuant to the terms of clause (b), above, then the Calculation Period shall be a period of 30 days and the Commercial Paper Rate for such Calculation Period shall be 70% of the interest rate applicable to 91-day United States Treasury bills determined on the basis of the average per annum discount rate at which 91-day United States Treasury bills shall have been sold at the most recent Treasury auction conducted during the preceding 30 days. Long Term Period (a) From any Conversion Date after which the Bonds will bear interest at a Long Term Rate until the next following Conversion Date or the maturity date of the Bonds, the Bonds will bear interest at a Long Term Rate, as hereinafter described. (b) The Long Term Rate for each Long Term Period will be determined by the Remarketing Agent, as follows: the interest rate for each Long Term Period shall be established at a rate equal to the interest rate per annum that, in the sole judgment of the Remarketing Agent, taking into account prevailing financial market conditions, would be the minimum interest rate required to sell the Bonds at a price of par on the date on which the Long Term Period begins. The Long Term Rate shall be determined by the Remarketing Agent not later than the fifth day preceding the commencement of such Long Term Period, and the Remarketing Agent shall notify the Bond Trustee and the Borrower thereof by telephone or such other manner as may be appropriate by not later than 2:00 P.M. New York City time on such date, which notice shall be promptly confirmed in writing. (c) The Borrower is authorized to adjust the duration of each Long Term Period. In that connection, the Borrower shall instruct the Remarketing Agent, not later than the 20th day prior to the commencement of such Long Term Period, to determine the Long Term Rate on the basis of a Long Term Period ending on a specified date that is the last day of any calendar month that is an integral multiple of 12 calendar months from the beginning of such Long Term Period or the maturity of the Bonds. In the event the Borrower elects at the end of a Long Term Period to have another Long Term Period applicable to the Bonds, the Borrower shall notify the Bond Trustee and the Remarketing Agent in writing, not later than the 20th day prior to the commencement of such new Long Term Period, of such an election with respect to the Long Term Period and of the date on which such new Long Term Period shall begin, and shall furnish to the Bond Trustee, with such notification, an opinion of Bond Counsel to the effect that such election of such Long Term Period will not adversely affect the exclusion from gross income for Federal income tax purposes of interest on the Bonds. The delivery by the Borrower to the Bond Trustee of a letter from Bond Counsel confirming the opinion accompanying the Borrower notification described above on the first day of such Long Term Period is a condition precedent to the beginning of such Long Term Period. In the event that the Borrower fails to deliver to the Bond Trustee the letter of Bond Counsel referred to in the preceding sentence, the Bonds shall be deemed to be in a Short Term Period of one week's duration and the Short Term Rate shall be 70% of the interest rate for 30-day taxable commercial paper (prime paper placed through dealers) announced by the Federal Reserve Bank of New York on the day on which the Long Term Rate on the Bonds was to be set. (d) The determination of the Long Term Rate (absent manifest error) shall be conclusive and binding upon the Borrower, the Bond Trustee, the Credit Provider (if any), and the Owners of the Bonds. If for any reason the Remarketing Agent shall fail to establish the Long Term Rate for any Long Term Period, the Bonds shall be deemed to be in a Short Term Period of one week's duration and the Short 9

14 Term Rate shall be 70% of the interest rate for 30-day taxable commercial paper (prime paper placed through dealers) announced by the Federal Reserve Bank of New York on the day on which the Long Term Rate on the Bonds was to be set. Conversion Option (a) The Borrower shall have the option (the "Conversion Option") to direct a change in the type of Interest Period to another type of Interest Period by delivering to the Bond Trustee and the Remarketing Agent written instructions setting forth (i) the Conversion Date, (ii) the new type of Interest Period, (iii) if the new type of Interest Period is a Short Term Period or a Long Term Period, the duration of such period and (iv) whether such Interest Period will be a Credit Facility Period. If the new Interest Period is a Long Term Period and will be a Credit Facility Period, such instructions will be accompanied by a Substitute Credit Facility or by an amendment to the existing Credit Facility, providing for the payment of the redemption premium (if any) on the Bonds during such Long Term Period. Such instructions shall be delivered at least 20 days prior to the first day of such Interest Period. With such instructions, the Borrower shall furnish to the Bond Trustee an opinion of Bond Counsel to the effect that such change in Interest Period will not adversely affect the exclusion from gross income for Federal income tax purposes of interest on the Bonds. The delivery by the Borrower to the Bond Trustee of a letter from Bond Counsel confirming the opinion accompanying the Borrower notification described above on the Conversion Date is a condition precedent to the change in the type of Interest Period. In the event the Borrower fails to deliver to the Bond Trustee the letter of Bond Counsel referred to in the preceding sentence, the Bonds shall continue in the Interest Period in place at the time of exercise of the Conversion Option. (b) Any change in the type of Interest Period must comply with the following: (i) the Conversion Date must be the day following the end of an Interest Period and (ii) no change in Interest Period shall occur after an Event of Default shall have occurred and be continuing. Mandatory Purchase of Bonds on Mandatory Purchase Date (a) The Bonds shall be subject to mandatory tender by the Owners thereof for purchase on each Mandatory Purchase Date. (b) Except when the Bonds are subject to mandatory tender on a day immediately following the end of a Calculation Period, the Bond Trustee shall deliver or mail by first class mail a notice in substantially the form attached to the Bond Indenture at least fifteen days prior to the Mandatory Purchase Date to the Owners of the Bonds at the address shown on the registration books of the Issuer. (c) When the Bonds are subject to mandatory tender on the day immediately following the end of a Calculation Period, the Bond Trustee is not required to deliver or mail any notice to the Owners of the Bonds. (d) Any notice given by the Bond Trustee as provided in the Bond Indenture shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. Failure to mail any such notice, or the mailing of defective notice, to any Owner, shall not affect the proceeding for purchase as to any Owner to whom proper notice is mailed. (e) Owners of Bonds shall be required to tender their Bonds to the Bond Trustee for purchase at the Purchase Price, no later than 10:00 A.M. New York City time on the Mandatory Purchase Date, and any such Bonds not so tendered by such time on the Mandatory Purchase Date ("Untendered Bonds") shall be deemed to have been purchased. In the event of a failure by an Owner of Bonds to tender its 10

15 Bonds on or prior to the Mandatory Purchase Date, said Owner shall not be entitled to any payment (including any interest to accrue subsequent to the Mandatory Purchase Date) other than the Purchase Price for such Untendered Bonds, and any Untendered Bonds shall no longer be entitled to the benefits of the Bond Indenture, except for the purpose of payment of the Purchase Price therefor. (f) The Bond Trustee shall provide the Borrower with a copy of any notice delivered to the Owners of the Bonds. Demand Purchase Option Any Bond bearing interest at the Short Term Rate shall be purchased from the Owners thereof at the Purchase Price as provided in (a) or (b) below: (a) While the Book-Entry System is not in effect: (i) delivery to the Remarketing Agent at its Principal Office of a written notice (said notice to be irrevocable and effective upon receipt) which (1) states the aggregate principal amount and Bond numbers of the Bonds to be purchased; and (2) states the date on which such Bonds are to be purchased, which date shall be a Tender Date not prior to the seventh day next succeeding the date of delivery of such notice; and (ii) delivery to the Bond Trustee at its Delivery Office at or prior to 10:00 A.M. New York City time on the date designated for purchase in the notice described in (i) above of such Bonds to be purchased, with an appropriate endorsement for transfer or accompanied by a bond power endorsed in blank. (b) While the Book-Entry System is in effect, the ownership interest of any Beneficial Owner of a Bond or portion thereof in an authorized denomination shall be purchased at the Purchase Price if such Beneficial Owner causes the Participant through whom such Beneficial Owner holds such Bonds to (i) deliver to the Remarketing Agent at its Principal Office a notice which (1) states the aggregate amount of the beneficial ownership interest to be purchased, and (2) states the date on which such beneficial interest is to be purchased, which date shall be a Tender Date not prior to the seventh day next succeeding the date of delivery of such notice; and (ii) on the same date as delivery of the notice referred to in (i) above, deliver a notice to the Securities Depository irrevocably instructing it to transfer on the registration books of the Securities Depository the beneficial ownership interests in such Bond or portion thereof to the account of the Bond Trustee, for settlement on the purchase date on a "free delivery" basis, with a copy of such notice delivered to the Bond Trustee on the same date. Funds for Purchase of Bonds On the date Bonds are to be purchased pursuant to either the Mandatory Purchase provisions or the Demand Purchase Option provisions set forth above, such Bonds shall be purchased at the Purchase Price only from the funds listed below. Subject to the provisions of the Bond Indenture, funds for the payment of the Purchase Price shall be derived from the following sources in the order of priority indicated: (a) the proceeds of the sale of such Bonds which have been remarketed by the Remarketing Agent and which proceeds are on deposit with the Bond Trustee prior to 12:00 Noon New York City time on the Business Day preceding the date such Bonds are to be purchased but, during any Credit Facility Period, only if such Bonds were purchased by an entity other than the Borrower or the Issuer, or any affiliate of the foregoing; 11

16 (b) moneys drawn by the Bond Trustee under the Credit Facility, during any Credit Facility Period, pursuant to Section 6.12 of the Bond Indenture; (c) any other moneys furnished to the Bond Trustee and available for such purpose. Extraordinary Redemption During any Long Term Period, the Bonds are subject to redemption in whole by the Borrower, at its option, at a redemption price of 100% of the Outstanding principal amount thereof plus accrued interest to the redemption date, in the event all or substantially all of the Premises shall have been damaged or destroyed, or there occurs the condemnation of all or substantially all of the Premises or the taking by eminent domain of such use or control of the Premises as to render it, in the judgment of the Borrower unsatisfactory for its intended use for a period of time longer than one year. Optional Redemption by the Borrower During any Short Term Period, the Bonds are subject to redemption by the Issuer, at the option of the Borrower in whole at any time or in part on any Interest Payment Date, less than all of such Bonds to be selected by lot or in such other manner as the Bond Trustee shall determine (except as otherwise provided in Section 3.6 of the Bond Indenture), at a redemption price of 100% of the Outstanding principal amount thereof plus accrued interest to the redemption date. On any Conversion Date or Short Term Adjustment Date or on the day following the end of the Calculation Period, the Bonds are subject to redemption by the Issuer, at the option of the Borrower in whole or in part, less than all of such Bonds to be selected by lot or in such manner as the Bond Trustee shall determine (except as otherwise provided in the Bond Indenture), at a redemption price of 100% of the Outstanding principal amount thereof plus accrued interest to the redemption date. During any Long Term Period, the Bonds are subject to redemption by the Issuer, at the option of the Borrower, on or after the First Optional Redemption Date, in whole or in part, less than all of such Bonds to be selected by lot or in such other manner as the Bond Trustee shall determine (except as otherwise provided in Section 3.6 of the Bond Indenture), at the redemption prices (expressed as percentages of principal amount) set forth in the following table plus accrued interest to the redemption date: Redemption Dates Redemption Prices First Optional Redemption Date through the last day of the twelfth calendar month following such First Optional Redemption Date 101% First anniversary of the First Optional Redemption Date through the last day of the twelfth calendar month following such first anniversary 100.5% Second anniversary of the First Optional Redemption Date and thereafter 100% 12