RESOLUTION NO. RS2012-429

RESOLUTION NO. RS2012-429

A resolution approving the issuance of its notes by the Sports Authority of the Metropolitan Government of Nashville and Davidson county, approving the request for aid and assistance for the Sports Authority of the Metropolitan Government of Nashville and Davidson county, authorizing the Metropolitan Government’s execution and delivery of a loan agreement relating thereto; and authorizing the Metropolitan Government's execution and delivery of a subordination agreement.

WHEREAS, The Sports Authority of The Metropolitan Government of Nashville and Davidson County (the "Authority") has been formed pursuant to Title 7, Chapter 67, Tennessee Code Annotated (the "Act"), by The Metropolitan Government of Nashville and Davidson County (Tennessee) (the "Metropolitan Government") for the purposes set forth in the Act; and

WHEREAS, the Board of Directors of the Authority (the “Board”) determined by resolution dated September 21, 2012, that it is in the best interest of the Authority to issue a Revolving Credit Note (the “Credit Note”), in the form attached hereto as Exhibit A, in an amount not to exceed ten million dollars ($10,000,000.00) in order to finance all or a portion of capital improvements at the Bridgestone Arena; and

WHEREAS, the Credit Note to be secured by and contain such terms and provisions as are set forth in the Revolving Loan Agreement between the Authority and First Tennessee Bank, National Association (the “Bank”), in the form attached hereto as Exhibit B (the “FTB Loan Agreement”), under which, among other things, the Authority will pledge certain of its revenues to the payment of the Credit Note; and

WHEREAS, as required by Section 7-67-109(15) of the Act, the Authority has requested that the Metropolitan Government approve the issuance and terms of the Credit Note, and the Metropolitan County Council (the “Council”) wishes to approve the issuance of the Credit Note; and

WHEREAS, the Board determined by resolution dated September 21, 2012, that it is in the best interest of the Authority to request the Metropolitan Government’s aid and assistance, pursuant to Section 7-67-116 of the Act, in the event of a default of the FTB Loan Agreement, by way of an intergovernmental loan in the form attached hereto as Exhibit C (the “Metro Loan Agreement”); and

WHEREAS, pursuant to the terms and conditions of the Metro Loan Agreement, the Authority will issue a Promissory Note in an amount not to exceed two million dollars ($2,000,000.00), in the form attached hereto as Exhibit D, under which the Authority will pledge certain of its revenues to the payment thereof and agree to subordinate such payments to the Credit Note according to the terms set forth in a Subordination Agreement, by and among the Authority, the Bank and the Metropolitan Government, in the form attached hereto as Exhibit E.

NOW, THEREFORE, BE IT RESOLVED BY THE METROPOLITAN COUNTY COUNCIL OF THE METROPOLITAN GOVERNMENT OF NASHVILLE AND DAVIDSON COUNTY (TENNESSEE), that:

Section 1. The Council hereby approves the Authority’s issuance of the Credit Note for the purpose of financing all or a portion of capital improvements at the Bridgestone Arena. The Credit Note shall be issued on the terms and conditions set forth in the FTB Loan Agreement. The Council hereby approves the issuance of the Credit Note, provided that:
a. the aggregate principal amount of the Credit Note shall not exceed ten million dollars ($10,000,000.00);
b. prior to any draw on the Credit Note an authorized agent of the Authority and of the Metropolitan Government, as defined in the FTB Loan Agreement, shall both approve the capital improvement need.

Section 2. The Council hereby approves the form of both the Metro Loan Agreement and the Subordination Agreement (collectively, the “Metro Agreements”) and authorizes the Metropolitan Mayor to execute, the Metropolitan Clerk to attest, and the Director of Finance and the Director of Law to approve, the Metro Agreements in such form on the Metropolitan Government’s behalf, together with such modifications as such officers shall deem to be necessary or advisable, their execution thereof to constitute their approval of such modifications.

Section 3. The Metropolitan Mayor, the Director of Finance, the Director of Law (or Deputy Director of Law) and the Metropolitan Clerk of the Metropolitan Government are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary or advisable to cause the Credit Note to be issued as described herein and to carry out and comply with the provisions of the Metro Agreements, as they relate to securing the Credit Note.

Section 4. All resolutions in conflict or inconsistent herewith are hereby repealed insofar as any conflict or inconsistency exists.

Section 5. This Resolution shall take effect from and after its adoption, the welfare of the Metropolitan Government requiring it.

Sponsored by: Lonnell Matthews, Jacobia Dowell

Attachment(s) on file in the Metropolitan Clerk's Office

Amendment No. 1
To
Resolution No. RS2012-429

Madam President:

I move to amend Resolution No. RS2012-429 by deleting Exhibit B, referred to as the “FTB Loan Agreement,” and replacing it with the Exhibit B attached hereto.

I further move to amend Resolution No. RS2012-429 by deleting Exhibit C, referred to as the “Metro Loan Agreement,” and replacing it with the Exhibit C attached hereto.

LEGISLATIVE HISTORY
Referred to:	Budget & Finance Committee
Introduced:	October 2, 2012
Amended:	October 2, 2012
Adopted:	October 2, 2012
Approved:	October 3, 2012
By: