Subject: 20342/IDB/1994RefundingBonds Date: Fri, 9 Sep 1994 10:21:18 -0500 RESOLUTION NO. 20342 A SUPPLEMENTAL RESOLUTION APPROVING THE USE OF PROCEEDS 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"); 0C 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 dates 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 (i) 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") and (ii) the cost of certain engineering, architectural and environmental services in connection with the proposed expansion of the Project; 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 the 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"), a form of which is attached hereto, and a final Official Statement, the execution of which the Issuer desires to authorize; WHEREAS, pursuant to a resolution adopted by the City Council of the City of Chattanooga, Tennessee on August 16, 1994 (the "August 16th Resolution"), the City approved 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; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHATTANOOGA, TENNESSEE, as follows: SECTION 1. August 16th Resolution Reaffirmed and Supplemented. The approvals contained in the August 16th Resolution are hereby reaffirmed and ratified, and the August 16th Resolution is hereby supplemented to permit the proceeds of the Series 1994 Bonds to be used to provide funds for the payment, among other things, of (i) the cost of refunding the Refunded Bonds and (ii) the cost of certain engineering, architectural and environmental services in connection with the proposed expansion of the Project. SECTION 2. 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 Supplemental 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. ADOPTED: September 13, 1994 RLN:cjc