Subject: 21337/LeaseRentalRevRefBonds/CountyIDB Date: Fri, 25 Oct 1996 08:25:12 -0500 RESOLUTION NO. 21337 A RESOLUTION OF THE CITY OF CHATTANOOGA, TENNESSEE, WITH RESPECT TO OUTSTANDING LEASE RENTAL REVENUE REFUNDING BONDS (CITY OF CHATTANOOGA AND COUNTY OF HAMILTON, TENNESSEE, LESSEES), SERIES 1994, OF THE INDUSTRIAL DEVELOPMENT BOARD OF THE COUNTY OF HAMILTON, TENNESSEE. WHEREAS, the City of Chattanooga, Tennessee (the "City") and Hamilton County, Tennessee (the "County"), are each validly existing public corporations 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 City Council of the City (the "City Council") and the Board of Commissioners of the County (the "Board") each has the power, pursuant to the laws of the State, 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; WHEREAS, The Industrial Development Board of the County of Hamilton, Tennessee (the "Issuer") is an industrial development corporation and a public instrumentality of the County, duly organized and existing under the Constitution and the laws of the State, including specifically the provisions of the Industrial Development Corporations Act, Title 7, Chapter 53 of the Tennessee Code Annotated, as amended (the "Act"); 0C WHEREAS, the Issuer has full legal power and is duly authorized by the Act to issue and sell its obligations for the purposes and in the manner described herein; WHEREAS, the Issuer and SunTrust Bank, Nashville, N.A. (as successor to Third National Bank in Nashville), as trustee (the "Trustee"), have heretofore entered into an Indenture of Trust dated as of September 1, 1982 (the "Original Indenture"), as supplemented by a First Supplemental Indenture of Trust dated as of March 1, 1985 (the "First Supplemental Indenture"), a Second Supplemental Indenture of Trust dated as of October 15, 1986 (the "Second Supplemental Indenture"), and a Third Supplemental Indenture of Trust dated as of September 1, 1994 (the "Third Supplemental Indenture," and collectively with the Original Indenture, the First Supplemental Indenture and the Second Supplemental Indenture, the "Indenture"), each between the Issuer and the Trustee, 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, pursuant to the Indenture, the Issuer has heretofore issued its Lease Rental Revenue Bond Anticipation Notes (City of Chattanooga and County of Hamilton, Tennessee, Lessees), Series 1982 (the "1982 Notes") to temporarily finance the development and construction of the Project; 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 1982 Notes; 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 principal of and interest on the Series 1985 Bonds; and its Lease Rental Revenue Refunding Bonds (City of Chattanooga and County of Hamilton, Tennessee, Lessees) Series 1994 (the "Series 1994 Bonds"), $15,380,000 of which remain outstanding, to provide funds for the payment, among other things, of certain of the principal of and interest on the Series 1986 Bonds; 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 City and the County, as tenants in common, 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 and the Issuer 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 Section 7.7 of the Lease, certain unimproved land forming a part of the Project Site (as defined in the Indenture) may be released upon satisfaction of the conditions stated therein; WHEREAS, in order to release certain unimproved land described in the documents to be approved by the City and the County, the Issuer and the Corporation variously propose to enter into a Fourth Supplemental Indenture of Trust, a Second Amendment to Loan Agreement, a Second Supplemental Trade Center and Parking Garage Lease Agreement and a First Amendment to Assignment of Lease and Rentals (collectively, the "Amendment Documents"), the forms of which are attached hereto and incorporated herein by reference; WHEREAS, the City and the County, in furtherance of the public purposes for which they were created, propose to approve the form and content of the Amendment Documents; WHEREAS, it is necessary for the City and the County to authorize and designate certain officers and officials to take certain actions in connection with the implementation of the purposes set forth in this Joint Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHATTANOOGA, TENNESSEE, That: SECTION 1. Authority for Resolution. This resolution is adopted pursuant to the Constitution and the laws of the State. SECTION 2. Approval of Amendment Documents. The form and content of the Amendment Documents are hereby approved; the execution and delivery of the Second Supplemental Trade Center and Parking Garage Lease Agreement is hereby authorized. The Amendment Documents will be substantially in the form hereby presented to the City Council, subject to such changes, insertions or omissions as may be approved by the Mayor of the City, whose execution of the Second Supplemental Trade Center and Parking Garage Lease Agreement as hereby authorized will be conclusive evidence of any such approval. SECTION 3. General Authority. The Mayor of the City is hereby designated as the representative of the City in connection with the transactions contemplated by this Resolution and the Amendment Documents. 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 Amendment Documents or as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution. SECTION 4. No Default. The City hereby finds, resolves and states that to the best of its knowledge and the knowledge of its counsel, it is not in Default (as such term is defined in the Lease) under any of the provisions of the Lease. SECTION 5. Other Findings. The City hereby finds, resolves and states that: (i) included on Exhibit A hereto is a description of the portion of the Project Site to be released; (ii) the purpose for the release of said portion of the Project Site is to enhance the operation of the Project and permit the expansion of certain facilities that are a part of the Project; and, (iii) it hereby requests, approves and authorizes in all respects such release of property from the Project Site. SECTION 6. No Further Requirements. The City hereby finds, resolves and states that no further instrument is required as a condition to the release of the portion of the Project Site contemplated by this Resolution. SECTION 7. 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 Amendment Documents are in all respects approved and confirmed. SECTION 8. 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 express law, though not expressly prohibited, or against public policy, or for any reason whatsoever are held invalid, then such covenants, agreements or provisions will be null and void and will be deemed separate from the remaining agreements and provisions and will in no way affect the validity of any of the other agreements and provisions hereof. SECTION 9. Validity of this Resolution. This Resolution will become effective immediately upon its passage by the City, the public welfare requiring it. ADOPTED: April 1, 1997 RLN:cjc