Subject: 20321/IDB/1994Series/City-County Date: Tue, 13 Sep 1994 16:31:09 -0500 RESOLUTION NO. 20321 A RESOLUTION APPROVING THE FORMS OF A THIRD SUPPLEMENTAL INDENTURE, AN ESCROW AGREEMENT, A BOND PURCHASE AGREEMENT AND AN OFFICIAL STATEMENT TO BE EXECUTED IN CONNECTION WITH THE ISSUANCE BY THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF HAMILTON, TENNESSEE OF ITS LEASE RENTAL REVENUE REFUNDING BONDS (CITY OF CHATTANOOGA AND COUNTY OF HAMILTON, TENNESSEE, LESSEES) SERIES 1994 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $17,000,000; AND CERTAIN OTHER MATTERS. ________________________________________ WHEREAS, the City of Chattanooga, Tennessee (the "City") is a validly existing public corporation of the State of Tennessee (the "State"), existing as such under and by virtue of the constitution, statutes and laws of the State; WHEREAS, The Industrial Development Board of the County of Hamilton, Tennessee (the "Issuer") and Third National Bank in Nashville, as trustee (the "Trustee") (as assigned from American National Bank and Trust Company of Chattanooga) have heretofore entered into an Indenture of Trust dated as of September 1, 1982 (the "Original Indenture"), to provide for the securing of bond anticipation notes, take-out bonds and additional bonds (collectively, the "Bonds"), the proceeds of which have been and will be used to finance the development, construction and improvement of a public trade center and related public parking facility located in the City of Chattanooga, Hamilton County, Tennessee (the Project"); WHEREAS, the Issuer and the Carter Street Corporation (the "Corporation"), a Tennessee not-for-profit corporation, have heretofore entered into a Loan Agreement dated as of September 1, 1982, as supplemented by a First Supplemental Loan Agreement dated as of October 15, 1986 between the Issuer and the Corporation (collectively, the "Agreement"), pursuant to which the Issuer is required to loan the proceeds of the Bonds to the Corporation to enable the Corporation to develop, construct and improve the Project; WHEREAS, the Corporation, the City and Hamilton County, Tennessee (the "County") have heretofore entered into a Trade Center and Parking Garage Lease Agreement dated as of September 1, 1982, as amended by a First Supplemental Trade Center and Parking Garage Lease Agreement dated as of October 15, 1986 between the Corporation, the City and the County (collectively, the "Lease"), pursuant to which the Corporation leased the Project to the City and the County, as tenants in common, for rentals sufficient to pay, when due, the principal of, premium, if any, and interest on the Bonds; WHEREAS, the Corporation, the Issuer, the City and the County have heretofore entered into an Assignment of Lease and Rentals dated as of September 1, 1982 (the "Assignment"), pursuant to which the Corporation assigned all of its right, title and interest in (but not its obligations under) the Lease (except for certain indemnification rights and certain rights of the Corporation to be reimbursed for its expenses) to the Issuer to secure payment of the Bonds; WHEREAS, pursuant to the Original Indenture, the Issuer has pledged to the Trustee, as security for the Bonds, the Agreement, the Assignment and all of its right, title and interest in and to the Agreement and the Assignment; WHEREAS, pursuant to the Original Indenture, as supplemented by a First Supplemental Indenture of Trust dated as of March 1, 1985 (the "First Supplemental Indenture") between the Issuer and the Trustee (as assigned from American National Bank and Trust Company of Chattanooga), the Issuer has heretofore issued $17,950,000 of its Lease Rental Revenue Bonds (City of Chattanooga and County of Hamilton, Tennessee, Lessees) Series 1985 (the "Series 1985 Bonds"), to provide funds for the payment, among other things, of the principal of and interest on the Issuer's $17,950,000 aggregate principal amount of Lease Rental Revenue Bond Anticipation Notes (City of Chattanooga and County of Hamilton, Tennessee, Lessees), Series 1982, which were issued to temporarily finance the development and construction of the Project; WHEREAS, pursuant to the Original Indenture, as supplemented by the First Supplemental Indenture and a Second Supplemental Indenture of Trust dated as of October 15, 1986 (the "Second Supplemental Indenture") between the Issuer and the Trustee (as assigned from American National Bank and Trust Company of Chattanooga), the Issuer has heretofore issued $16,880,000 of its Lease Rental Revenue Refunding Bonds (City of Chattanooga and County of Hamilton, Tennessee, Lessees) Series 1986 (the "Series 1986 Bonds"), to provide funds for the payment, among other things, of the cost of refunding the Series 1985 Bonds maturing on and after September 1, 1996; WHEREAS, the Original Indenture, as amended and supplemented, permits the issuance of one or more series of Additional Bonds by the Issuer to provide funds for the payment, among other things, of the cost of refunding all or a portion of the Series 1986 Bonds; WHEREAS, the Corporation and the County have requested and the City hereby requests the Issuer to issue a series of Additional Bonds, to be designated as the Issuer's Lease Rental Revenue Refunding Bonds (City of Chattanooga and County of Hamilton, Tennessee, Lessees) Series 1994 (the "Series 1994 Bonds") to provide funds for the payment, among other things, of the cost of refunding the Series 1986 Bonds maturing on September 1, 1997 through and including September 1, 2000 and on September 1, 2005 (the "Refunded Bonds"); WHEREAS, the Issuer and the Trustee will execute and deliver a Third Supplemental Indenture of Trust dated as of September 1, 1994 (the "Third Supplemental Indenture" and together with the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, collectively, the "Indenture") to provide for the issuance of the Series 1994 Bonds; WHEREAS, the Corporation, the City and the County desire that upon the issuance of the Series 1994 Bonds, the Refunded Bonds should no longer be secured by and entitled to the benefits of the Indenture; WHEREAS, the Issuer and Third National Bank in Nashville, as escrow agent (the "Escrow Agent") will execute and deliver an Escrow Agreement dated as of September 1, 1994 (the "Escrow Agreement"), pursuant to which (i) the Escrow Agent will apply a portion of the proceeds of the Series 1994 Bonds to the purchase of Government Obligations (as defined in the Indenture), the proceeds of which will be applied to the payment of the principal of, premium and interest on the Refunded Bonds and (ii) the Issuer has given the Escrow Agent irrevocable instructions to redeem the Refunded Bonds on September 1, 1996 and to notify the holders of the Refunded Bonds that such Refunded Bonds will be redeemed; WHEREAS, the Issuer will execute and deliver a Bond Purchase Agreement (the "Bond Purchase Agreement") between the Issuer and J. C. Bradford & Co. (the "Underwriter"), as approved by the City and County, pursuant to which the Issuer will agree to sell the Series 1994 Bonds to the Underwriter; WHEREAS, in connection with the offering of the Series 1994 Bonds to the public, there will be prepared a Preliminary Official Statement (the "Preliminary Official Statement"), the form of which is attached hereto, and a final Official Statement, the execution of which the Issuer desires to authorize; WHEREAS, the City, in furtherance of the public purpose for which it was created, proposes to approve the form and content of the Third Supplemental Indenture, the Escrow Agreement and the Bond Purchase Agreement (collectively, the "Instruments") and the Preliminary Official Statement and a final Official Statement, the forms of which are attached hereto; and WHEREAS, it is necessary for the City to authorize and designate the Mayor to take certain actions in connection with the implementation of the purposes set forth in this Resolution; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHATTANOOGA, TENNESSEE as follows: Section 1. Request and Approval of Series 1994 Bonds. For the purpose of refunding the Refunded Bonds, the City hereby requests and approves the issuance of the Series 1994 Bonds in an aggregate principal amount not to exceed $17,000,000. Section 2. Approval of Instruments. The form and content of the Instruments are hereby approved; provided that the interest rate set forth in the Bond Purchase Agreement as executed shall not exceed 12% per annum. The execution and delivery of the Bond Purchase Agreement is hereby authorized. The Instruments will be substantially in the form presented at this meeting of the City Council, subject to such changes, insertions or omissions as may be approved by the Mayor, and the execution of the Bond Purchase Agreement by the City and the delivery of the documents required to be delivered by the City under the terms of the Bond Purchase Agreement will be conclusive evidence of any such approval. Section 3. Approval of Official Statement. The information pertaining to the City and supplied by the City to the Issuer for use in the Preliminary Official Statement in the form presented at this meeting of the Issuer is hereby approved, subject to such changes, insertions or omissions as may be approved by the Mayor, and the "deeming final" of the portions of the Preliminary Official Statement relating to the City by the Mayor as hereby authorized will be conclusive evidence of any such approval. The Mayor is hereby authorized to "deem final" the portion of the Preliminary Official Statement relating to the City within the meaning of Rule 15c2-12 under the Securities Exchange Act of 1934. The portion of the final Official Statement relating to the City in substantially the form of the Preliminary Official Statement presented to the Issuer on the date hereof is hereby approved, subject to such changes, insertions or omissions as may be approved by the Mayor, and the execution of the Bond Purchase Agreement by the City will be conclusive evidence of any such approval. Section 4. General Authority. The Mayor of the City is hereby designated as the City's representative to act on behalf of the City in connection with the transactions contemplated by the Instruments. The Mayor of the City, the City Finance Officer and the Clerk of the City Council are authorized to execute and deliver for and on behalf of the City any and all additional certificates, documents, opinions or other papers, and perform all other acts as may be required by the Instruments or as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. Section 5. Action Approved and Confirmed. All acts and doings of the officers, council, members, agents and employees of the City which are in conformity with the purposes and intent of this Resolution and in the furtherance of the approval of the Instruments, the Preliminary Official Statement and the final Official Statement hereby are in all respects approved and confirmed. Section 6. Severability of Invalid Provisions. If any one or more of the agreements or provisions herein contained are held contrary to any express provision of law or contrary to the policy of law, though not expressly prohibited, or against public policy, or for any reason whatsoever are held invalid, then such covenants, agreements or provisions herein will be null and void and will be deemed separate from the remaining agreements and provisions and will in no way effect the validity of any of the other agreements and provisions hereof. Adopted: August 16, 1994 WSP:tlm