Subject: 21238/LoanAgmt/ClarksvillePubBldgAuth/SunBank
Date: Fri, 25 Oct 1996 08:25:12 -0500


                              RESOLUTION NO. 21238
                
                
                 A RESOLUTION TO APPROVE A LOAN AGREEMENT FOR
                 THE PURPOSE OF PROVIDING FUNDS FOR FINANCING
                 CERTAIN PUBLIC WORKS PROJECTS FOR THE CITY OF
                 CHATTANOOGA, TENNESSEE.
                
                
                                                    
                
                
       	    	 WHEREAS, the City Council (the "Council") of the City of
       Chattanooga, Tennessee (the "Municipality"), has determined that
       need exists for the acquisition, construction, renovation,
       improvement, and/or installation of a "project" (the "Project"),
       as defined in that certain Indenture of Trust (the "Indenture"),
       dated as of October 1, 1995, between The Public Building 
Authority
       of The City of Clarksville, Tennessee (the "Issuer") and Sun 
Bank,
       National Association, Orlando, Florida, as trustee (the
       "Trustee"), as permitted under Title 12, Chapter 10, Tennessee
       Code Annotated, as from time to time amended and supplemented, 
and
       as described in the form of the Loan Agreement (the "Loan
       Agreement"), between the Municipality, as borrower, and the
       Issuer, presented to this meeting, the costs of such Project not
       to exceed $7,908,000; and,
       	    	 WHEREAS, the Council has taken the necessary steps to
       arrange for the acquisition, construction, renovation,
       improvement, equipping, and/or installation of the Project;
       	    	 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
       THE CITY OF CHATTANOOGA, TENNESSEE:
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       	    	 SECTION 1.  Approval of the Loan Agreement.  The terms
       of said Loan Agreement presented at this meeting are in the best
       interest of the Municipality and are hereby approved and the
       Council hereby authorizes the Mayor and the Clerk of the
       Municipality to execute and deliver the Loan Agreement in
       substantially the form presented to this meeting, or with such
       changes therein as shall be approved by the officers of the
       Municipality executing the same, their execution thereof to
       constitute conclusive evidence of their approval of any and all
       such changes or revisions, and any related documents necessary to 

       the consummation of the transactions contemplated by the Loan
       Agreement.
       	    	 SECTION 2.  Fulfillment of Obligations.  The Council of
       the Municipality is authorized and directed to fulfill all
       obligations under the terms of the Loan Agreement.
       	    	 SECTION 3.  Tax Levy.  There shall be levied and
       collected in the same manner as other ad valorem taxes of the
       Municipality on all taxable property within the corporate limits
       of the Municipality without limitation as to time, rate, or
       amount, a tax sufficient to pay when due the annual amounts
       payable under the Loan Agreement, as and when they become due, 
and
       to pay any expenses of maintaining and operating the Project
       required to be paid by the Municipality under the terms and
       provisions of the Loan Agreement.  For the prompt payment of the
       Loan Agreement, both principal and interest, as the same shall
       become due, the full faith and credit of the Municipality are
       irrevocably pledged.
       	    	 SECTION 4.  Consent to Assignment.  The Municipality
       hereby acknowledges that the provisions of the Indenture assign 
to
       the Trustee, among other things, all of the interest of the 
Issuer
       in and to the Loan Agreement (other than the rights of the Issuer 

       under Section 7.03 and Section 7.04 of the Loan Agreement, which
       are reserved to the Issuer) and the Municipality agrees to pay
       directly to the Trustee any amounts required to be paid by the
       Municipality to the Issuer pursuant to the Loan Agreement.
       	    	 SECTION 5.  Miscellaneous Acts.  The Mayor, the Clerk,
       and all other appropriate officials of the Municipality are 
hereby
       authorized, empowered, and directed to do any and all such acts
       and things, and to execute, acknowledge, and deliver all such
       documents, instruments, and certifications, in connection with 
the
       execution of the Loan Agreement, in addition to those acts,
       things, documents, instruments, and certifications hereinbefore
       authorized and approved, as may in their discretion, be necessary 

       or desirable to implement or comply with the intent of this
       Resolution, or any of the documents herein authorized and
       approved.
       	    	 SECTION 6.  Captions.  The captions or headings in this
       Resolution are for convenience only and shall in no way define,
       limit, or describe the scope or intent of any provision hereof.
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       	    	 SECTION 7.  Severability.  Should any provision or
       provisions of this Resolution be declared invalid or 
unenforceable
       in any respect by final decree of any court of competent
       jurisdiction, the invalidity or unenforceability of such section, 

       paragraph, ordinance, or provisions shall not affect the 
remaining
       provisions of such Resolution.
       	    	 SECTION 8.  Repeal of Conflicting Resolutions.  All
       resolutions or parts thereof in conflict herewith are, to the
       extent of such conflict, hereby repealed.
       	    	 SECTION 9.  Effective Date.  This Resolution shall take
       effect upon its adoption, the welfare of the Municipality
       requiring it.
      
       ADOPTED:	 January 7, 1997
      
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