Subject: 20263/RefundingBonds/CarterStreetCorpLease Date: Thu, 16 Sep 1993 12:29:10 -0500 RESOLUTION NO. 20263 A RESOLUTION AUTHORIZING THE MAYOR TO PROCEED WITH THE REFUNDING OF CERTAIN OUTSTANDING LEASE RENTAL REVENUE BONDS, SERIES 1986, IN CONNECTION WITH THE CITY'S LEASE WITH THE CARTER STREET CORPORATION TO ACHIEVE LEASE PAYMENT SAVINGS FOR THE CITY. WHEREAS, the City of Chattanooga, Tennessee (the "City") is a validly existing public corporation of the State of Tennessee, existing as such under and by virtue of the constitution, statutes and laws of the State of Tennessee; and WHEREAS, the City Council of the City (the "City Council") has the power, pursuant to Tennessee Code Annotated, to enter into lease agreements with or without the option to purchase in order to provide for the governmental use of property for public purposes; and WHEREAS, the City and Hamilton County, Tennessee (the "County"), as tenants in common, previously entered into a Trade Center and Parking Garage Lease Agreement dated as of September 1, 1982, with the Carter Street Corporation, a not-for-profit corporation created under the laws of the State of Tennessee (the "Corporation"), as supplemented and amended by the First Supplemental Trade Center and Parking Garage Lease Agreement dated October 15, 1986, between the Corporation, the City and the County (collectively, the "Lease"), and pursuant to an Assignment of 0C Lease dated as of September 1, 1982 (the "Assignment"), the Corporation assigned to The Industrial Development Board of the County of Hamilton, Tennessee (the "Issuer") all of its right, title and interest in and to the Lease and the amounts payable thereunder; and WHEREAS, the lease payments payable by the City under the Lease are an unconditional obligation of the City to pay total rental amounts sufficient to enable the Issuer to pay, among other things, the principal of, premium, if any, and interest on the Bonds (hereinafter described) and certain operating expenses of the Corporation; and WHEREAS, the taxing power of the City is not pledged directly or indirectly to secure any moneys due to the Corporation; and WHEREAS, the Issuer previously issued its Lease Rental Revenue Refunding Bonds (City of Chattanooga and County of Hamilton, Tennessee, Lessees), Series 1986 (the "Bonds"), in the original principal amount of $16,880,000, of which approximately $15,360,000 remain outstanding; and WHEREAS, the City Council has been advised that due to current interest rates available in the municipal capital markets, the Bonds could be refunded and defeased, resulting in an estimated present value debt service savings of at least $250,000 0C and a related reduction of lease payments required to be made by the City and the County pursuant to the Lease; and WHEREAS, the City Council wishes to authorize the Mayor to take whatever action is necessary to cause such refunding, as further described herein; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHATTANOOGA, TENNESSEE, That the Mayor be and is hereby authorized and directed to take any actions necessary to cause the refunding and defeasance of the Bonds, including, without limitation, the preparation of a new form of Lease, Assignment or amendments thereto, and the preparation, for use by the Issuer, of a preliminary offering document for use in connection with the sale of Lease Rental Revenue Refunding Bonds, Series 1994 (the "1994 Bonds") to refund the outstanding Bonds; and BE IT FURTHER RESOLVED, That the City Council hereby agrees that if it is determined in the future that the 1994 Bonds cannot or should not be issued to refund the Bonds, the City will pay fifty percent (50%) of the costs incurred in connection with preparation for the issuance of such 1994 Bonds, as such costs are estimated by Alex, Brown & Sons Incorporated, financial advisor to the Issuer, in Exhibit A attached hereto and incorporated herein by reference; and 0C BE IT FURTHER RESOLVED, That the City Council hereby authorizes and approves the selection of Long, Aldridge & Norman, Atlanta, Georgia, as Bond Counsel, in connection with the issuance by the issuer of the 1994 Bonds. ADOPTED: June 14, 1994 RLN:cjc