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HomeMy WebLinkAbout07-19-95 TSHC Min (2) A RESOLUTION AUTHORIZING THE PURCHASE OF CERTAIN EDUCATION-RELATED HOUSING FACILITIES, THE ISSUANCE, PLACEMENT, AND SALE OF A SERIES OF REVENUE BONDS TO FINANCE SUCH PURCHASE, AND THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH AND RESOLVING RELATED MATTERS WHEREAS, this nonprofit corporation(the "Issuer") has been created pursuant to Section 53.35(b) of the Higher Education Authority Act (Chapter 53, Education Code) (the "Act") as a duly constituted authority and instrumentality on behalf of the Town of Westlake, Texas that is authorized, under Section 53.35(b) of the Act, to issue revenue bonds (including, without limitation, tax-exempt bonds under Section 103 of the Internal Revenue Code of 1986, as amended) for the acquisition, construction, improvement, and refinancing of "educational facilities" and "housing facilities" (within the meaning of the Act); WHEREAS, the Issuer desires to purchase certain education-related housing facilities (consisting of land and improvements thereof) and certain personal property in connection therewith (such facilities and personal property collectively, the "Series 1995 Project") from Rossco Holdings Incorporated (a California corporation) and Lodgeco Properties, Ltd. (a Texas limited partnership), or their respective successors in interest (collectively, the "Project Sellers"); WHEREAS, the Issuer desires to finance the purchase of the Series 1995 Project through the issuance of a series of its revenue bonds (the "Series 1995 Bonds"); WHEREAS, the board of directors(the "Board") of the Issuer deems it appropriate to authorize the purchase of the Series 1995 Project, the issuance and sale of the Bonds, and the execution and delivery of the documents and any other action necessary therefor; WHEREAS, the members of the Board have been given notice of the meeting at which this Resolution has been considered in accordance with the Issuer's bylaws and applicable law; WHEREAS, the meeting at which this Resolution has been considered was open to the public as required by law, and public notice of the time, place, and subject of such meeting has been given in accordance with Chapter 551, Government Code; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF TEXAS STUDENT HOUSING CORPORATION: SEC'T'ION 1. Preamble. The preamble of this Resolution is hereby adopted and made part of this Resolution. SECTION 2. Findin s. The Board, acting on behalf of the Issuer, hereby finds (solely for its own purposes to facilitate accomplishing the purposes of this Resolution) that (1) the Series 1995 Project is in furtherance of the public purposes of the Act and is required or suitable for aiding institutions of higher education by providing educational facilities and/or housing facilities and facilities incidental, subordinate, or related thereto or appropriate in connection therewith and (2) the material requirements and/or prerequisites for DFFOF827 24799.3 final approval by the issuer of the financing of the Project through the issuance of the Series 1995 Bonds have been satisfied and the documents approved by this Resolution are satisfactory in form and content to the Board. SECTION 3. Purchase of Series 1995 Project The Issuer hereby authorizes the purchase of the Series 1995 Project from the Project Sellers pursuant to the Agreement of Sale (the "Project Sale Agreement," a copy of which is attached to this Resolution), between the Issuer and the Project Sellers, prescribing the terms of such purchase. SECTION 4. Authorization of Series 1995 Bonds. (a) The Issuer hereby authorizes the Series 1995 Bonds to be issued pursuant to the Act in accordance with the Trust Indenture (the "Indenture," a copy of which is attached to this Resolution), between the Issuer and the trustee (the "Trustee") identified therein, providing (among other things) for the original issuance and the administration of the Series 1995 Bonds, in the aggregate principal amount specified in the Indenture (but not to exceed $50,000,000). The Series 1995 Bonds shall be issued (in accordance with the Indenture) in two classes: as "Senior Series 1995 Bonds" (as defined in the Indenture) and as "Subordinate Series 1995 Bonds" (as defined in the Indenture). The Series 1995 Bonds shall bear interest at the rate(s) set forth in the Indenture(but not to exceed 15 percent per annum), and the proceeds of the Series 1995 Bonds shall be applied as provided in the Indenture. (b) The Bonds shall be executed and authenticated in accordance with the Indenture, and the form of the Series 1995 Bonds prescribed by the Indenture shall be completed so as to cause the Series 1995 Bonds, when originally delivered, to conform to the Indenture and this Resolution. The Trustee is hereby authorized to cause to be inserted on the face of the Series 1995 Bonds the date(the "Original Issue Date" in the form of the Series 1995 Bonds) of the original delivery thereof at any time prior to such delivery. (c) The Issuer hereby authorizes the issuance of the Senior Series 1995 Bonds in book entry form and the execution and delivery of a Ietter of representations (the "Book Entry Letter") by the Issuer (and any other parties specified therein) to The Depository Trust Company, as security depository. (d) The Issuer hereby designates Principal Financial Securities, Inc. as the "Arbitrage Rebate Consultant" (as defined in the Indenture) under the Indenture. SECTION 5. Sale Placement and Delivery of Series 1995 Bonds. (a) The Issuer hereby authorizes the sale of that class of the Senior Series 1995 Bonds that constitutes the "Senior Series 1995 Fixed Rate Bonds" (as defined in the Indenture) under the terms of the Bond Purchase Contract (the "Bond Purchase Contract," a copy of which is attached to this Resolution), between the Issuer and the purchaser(s) (the "Underwriter") identified therein, providing (among other things) for the purchase of the Senior Series 1995 Fixed Rate Bonds from the Issuer. The issuer hereby authorizes the placement for sale of that class of the Senior Series 1995 Bonds that constitute the "Senior Series 1995 Variable Rate Bonds" (as defined in the Indenture) under the terms of the Placement, Tender, and Remarketing Agreement (the "Remarketing Agreement," a copy of which is attached to this Resolution), among the Issuer, the Trustee, the placement agent(s) (the "Placement Agent") identified therein, and the remarketing agent and the tender agent identified therein, providing (among other things)for the initial placement, tender purchase, and remarketing of the Senior Series 1995 Variable Rate Bonds. The Issuer hereby authorizes the delivery of the "Subordinate Series 1995 Bonds" (as defined in the Indenture) to the Project Sellers pursuant to the Project Sale Agreement. dFFDF827 24799.3 -2- (b) After all official governmental action(s) that are required in connection with the original issuance of the Series 1995 Bonds have been taken, the Trustee is directed to deliver (on behalf of the Issuer) the Senior Series 1995 Fixed Rate Bonds to (or at the direction of) the Underwriter in accordance with the Bond Purchase Contract, the Senior Series 1995 Variable Rate Bonds to (or at the direction of) the Placement Agent in accordance with the Remarketing Agreement, and the Subordinate Series 1995 Bonds to (or at the direction of) the Project Sellers in accordance with the Indenture upon(1) the payment to (or for the benefit of) the Issuer of the purchase price of the Senior Series 1995 Bonds (as set forth in the Bond Purchase Contract and the Remarketing Agreement), (2) the delivery to the Issuer of the respective approving opinions of bond counsel and the Attorney General of Texas concerning the Series 1995 Bonds, and (3) the satisfaction of all other conditions prescribed by the Bond Purchase Contract, the Remarketing Agreement, the Project Sale Agreement, and the Indenture to the placement, purchase, sale, and original delivery of the Series 1995 Bonds. (c) To the extent that the Bond Purchase Contract, the Remarketing Agreement, or the Indenture requires a request or direction from the Issuer to the Trustee to authenticate the Series 1995 Bonds and/or deliver them to (or at the direction of) the Underwriter(with respect to the Senior Series 1995 Fixed Rate Bonds), the Placement Agent (with respect to the Senior Series 1995 Variable Rate Bonds), or the Project Sellers (with respect to the Subordinate Series 1995 Bonds), the Trustee shall consider this Resolution to be such a request or direction and shall deliver the authenticated Series 1995 Bonds in accordance with instructions(consistent with the Bond Purchase Contract, the Remarketing Agreement, the Indenture, and the Book Entry Letter) from (or on behalf of) the Underwriter (with respect to the Senior Series 1995 Fixed Rate Bonds), the Placement Agent (with respect to the Senior Series 1995 Variable Rate Bonds), or the Project Sellers (with respect to the Subordinate Series 1995 Bonds). (d) The Issuer hereby authorizes the use of a disclosure document for the offering of the Senior Series 1995 Fixed Rate Bonds and a disclosure document for the placement of the Senior Series 1995 Variable Rate Bonds (such disclosure document(s), the "Disclosure Document," a copy of each of which is attached to this Resolution). Upon the Disclosure Document being modified and/or supplemented (as necessary) so as to complete and/or correct the information contained therein, the Disclosure Document shall be deemed to be approved by the Issuer as a "final" disclosure document for the Senior Series 1995 Bonds when the Disclosure Document is approved on the Issuer's behalf by the officer of the Issuer signing the Disclosure Document, which approval shall be evidenced by such signing. SECTION 5. Letter of Credit The Issuer hereby authorizes the issuance of a letter of credit securing the Senior Series 1995 Variable Rate Bonds and the reimbursement of drawings made thereunder in accordance with the Credit, Reimbursement, and Security Agreement (the "Reimbursement Agreement," a copy of which is attached to this Resolution) between the Issuer and the bank (the "Bank") issuing such letter of credit. SECTION 7. Mortgage of Prate. The Issuer hereby authorizes the granting of a deed of trust lien and security interest in the "Project" (as defined in the Indenture), including the Series 1995 Project, for the benefit of the "Folders" (as defined in the Indenture) of the Series 1995 Bonds and other "Debt Instruments" (as defined in the Indenture) and/or the Bank under the Deed of Trust, Security Agreement, Assignment of Rents, and Financing Statement (the "Mortgage," a copy of which is attached to this Resolution), from the Issuer to the mortgage trustee identified therein, providing the terms and conditions of such grant. DFFOR27 24749.3 -3- SECTION 8. Management of Project. The Issuer hereby authorizes the operation and management of the Project under the Management Agreement (the "Management Agreement," a copy of which is attached to this Resolution) between the Issuer and the "Project Manager" identified therein. SECTION 9. Approval of Documents, (a) The Issuer hereby approves, and authorizes the execution and delivery of, the Project Sale Agreement, the Indenture, the Series 1995 Bonds, the Bond Purchase Contract, the Remarketing Agreement, the Reimbursement Agreement, the Mortgage, the Management Agreement, and such other documents to which the Issuer will be a party as are authorized under such documents (such documents, together with the Book Entry Letter, collectively, the "Bond Documents") in substantially the form and content attached to this Resolution, and such additional documents (if any) as are otherwise required to effect the original issuance and delivery of the Series 1995 Bonds, and hereby authorizes the performance by the Issuer of its duties and functions thereunder. (b) Subsequent to the adoption of this Resolution and prior to the original delivery of the Series 1995 Bonds, the provisions of the Bond Documents (as approved by this Resolution) may be changed, to the extent permitted by law, at the request of the Issuer, the Trustee, the Project Sellers, the Underwriter, or the Placement Agent, if(1) the maximum aggregate principal amount and maximum per annum interest rate of the Series 1995 Bonds authorized by this Resolution is not exceeded by any such change, (2)no obligation is imposed on the Issuer by any such change that is contrary to the Act or other applicable law, (3)the security for the Series 1995 Bonds is not materially and adversely affected by such change, and (4) each such change is approved by bond counsel and by the Issuer, which approval may be given on the Issuer's behalf by the authorized officer(s) of the Issuer executing the document(s) containing such change, which execution shall evidence such approval. (c) A copy of this Resolution and of each of the Bond Documents shall be filed with the permanent records of the Issuer, SECTION 10. Governmental Action. The Issuer hereby directs that this Resolution and all other appropriate proceedings and documents relating to the issuance of the Series 1995 Bonds be submitted to the Attorney General of Texas and any other governmental entity, agency, or office to which such proceedings and documents must be submitted to effect the lawful issuance of the Series 1995 Bonds and that the Series 1995 Bonds be submitted to the Comptroller of Public Accounts of Texas for registration in accordance with law. SECTION 11. Initial Series 1995 Bonds. (a) The Series 1995 Bonds that are submitted for registration by the Comptroller of Public Accounts of Texas shall be in the form of one or more bonds (such bond or bonds, the "Initial Series 1995 Bonds") representing the entire aggregate principal amount of the Series 1995 Bonds and payable in installments or as otherwise provided in the Indenture and otherwise containing such terms and provisions that are different from the definitive Series 1995 Bonds as provided in the Indenture. (b) Upon request by (or on behalf of) the Underwriter(with respect to those of the Initial Series 1995 Bonds that are Senior Series 1995 Fixed Rate Bonds), the Placement Agent (with respect to those of the Initial Series 1995 Bonds that are Senior Series 1995 Variable Rate Bonds), or the Project Sellers DFFOF927 24799.3 -4- (with respect to those of the Initial Series 1995 Bonds that are Subordinate Series 1995 Bonds), the Initial Series 1995 Bonds (as registered by the Comptroller of Public Accounts of Texas) shall be exchanged for definitive Series 1995 Bonds (properly executed and authenticated), which shall be delivered by the Trustee to (or at the direction of) the requesting party (or to the designee(s) thereof) in lieu of the Initial Series 1995 Bonds. Upon such exchange, the Trustee shall cancel the Initial Series 1995 Bonds in lieu of which the exchanged definitive Series 1995 Bonds are so delivered. (c) The presiding officer of the Board is hereby authorized to have control of the Initial Series 1995 Bonds and of all records and proceedings pertaining to the Series 1995 Bonds pending the governmental approval(s) and other official action(s) necessary for the lawful issuance of the Series 1995 Bonds. SECTION 12. Ratification of Prior Action. The Issuer hereby ratifies (to the extent that it may lawfully do so) all action not inconsistent with this Resolution that has been taken by (or on behalf of) the Issuer prior to the adoption of this Resolution for the purpose of effecting the purchase of the Series 1995 Project or the original issuance of the Series 1995 Bonds. SECTION 13. Authorized Officers. Each of the members and the officers of the Board (each as an authorized officer) is hereby authorized to execute and deliver such certifications as to facts, estimates, and circumstances as are necessary to accomplish the purposes of this Resolution and, on the Issuer's behalf, to (1) do all things necessary or convenient to carry out the terms and purposes of this Resolution, including (without limitation)the execution and delivery of the Bond Documents, (2) perform all duties and functions of the Issuer under the Bond Documents and this Resolution in order to accomplish the purposes thereof, and (3) certify as to the accuracy of any information about the Issuer, the Series 1995 Bonds, or the Bond Documents that is contained in the Disclosure Document. SECTION 14. Time of Taking Effect. ffect. This Resolution shall take effect immediately upon its adoption. DFFOF927 24799.3 -5- MINUTES AND CERTIFICATION On December 19, 1995 the Board of Directors (the "Board") of Texas Student Housing Corporation convened in a public meeting at the designated meeting place in Westlake, Texas, notice of the time, place, and subject of the meeting having been given in accordance with Chapter 551, Government Code. The roll of the duly constituted officers and members of the Board was called, which are as follows: Name Title James P. Carter President Worth Blake Vice President Abe A. Bush, Jr. Secretary William R. Branum Treasurer John Brooks Member Forrest Watson Member Gary G. Wall Member Carroll Schubert Member vacant Member all of whom were present except the following absentee(s): Abe A. Bush, Jr., William R. Branum and Carroll Schubert thus constituting a quorum.. Among other business, a written Resolution bearing the following caption was introduced: A Resolution authorizing the purchase and financing of certain education-related housing facilities pursuant to certain Installment Sale Agreements, and the execution and delivery of certain documents in connection therewith and resolving related matters The Resolution was read by the Board. After due discussion, it was duly moved and seconded that the Resolution be adopted. The Presiding Officer put the motion to a vote of the Board, and the Resolution was adopted by the following vote: AYES: 5 NOES: 0 ABSTENTIONS: 0 The Presiding Officer then declared the Resolution to be adopted. MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duty constituted officers and members of the Board, and the attached copy of the Resolution is hereby certified to be a correct copy of an official records of the Board, on this 19t` day of December, 1995. I [SEAL] uthorized Officer Title: A RESOLUTION AUTHORIZING THE PURCHASE AND FINANCING OF CERTAIN EDUCATION- RELATED HOUSING FACILITIES PURSUANT TO CERTAIN INSTALLMENT SALE AGREEMENTS, AND THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH AND RESOLVING RELATED MATTERS WHEREAS, this nonprofit corporation(the "TSHC") has been created pursuant to Section 53,35(b) of the Higher Education Authority Act (Chapter 53, Education Code) (the "Act") as a duly constituted authority and instrumentality on behalf of the Town of Westlake, Texas that is authorized, under Section 53,35(b) of the Act, among other things to acquire "educational facilities" and "housing facilities" (within the meaning of the Act); WHEREAS, the TSHC desires to purchase certain education-related housing facilities (consisting of land and improvements thereof) and certain personal property in connection therewith (such facilities and personal property collectively, the "Project") from Rossco Holdings Incorporated (a California corporation) and Lodgeco Properties, Ltd. (a Texas limited partnership), or their respective successors in interest (collectively, the "Project Sellers"); WHEREAS, the TSHC desires to finance the purchase of the Project through an Installment Sale Agreement (collectively, the "Installment Sale Agreements") with-each of the respective Project Sellers; WHEREAS, the board of directors (the "Board") of the TSHC deems it appropriate to authorize the purchase of the Project and the execution and delivery of the documents contemplated by the Installment Sale Agreements and any other action necessary therefor; WHEREAS, the members of the Board have been given notice of the meeting at which this Resolution has been considered in accordance with the TSHC's bylaws and applicable law; WHEREAS, the meeting at which this Resolution has been considered was open to the public as required by law, and public notice of the time, place, and subject of such meeting has been given in accordance with Chapter 551, Government Code; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF TEXAS STUDENT HOUSING CORPORATION: SECTION 1. Preamble. The preamble of this Resolution is hereby adopted and made part of this Resolution. SECTION 2. Finding s. The Board, acting on behalf of the TSHC, hereby finds (solely for its own purposes to facilitate accomplishing the purposes of this Resolution)that(1) the Project is in furtherance of the public purposes of the Act and is required or suitable for aiding institutions of higher education by providing educational facilities and/or housing facilities and facilities incidental, subordinate, or related thereto or appropriate in connection therewith and (2) the material requirements and/or prerequisites for final approval by the TSHC of the financing of the Project through the Installment Sale Agreements have been satisfied and the documents approved by this Resolution are satisfactory in form and content to the Board. DMM09225.24799-3 SECTION 3. Purchase of the Protect The TSHC hereby authorizes the purchase of the Project from the Project Sellers pursuant to the respective installment Sale Agreements, copies of which are attached to this Resolution), between the TSHC and each of the Project Sellers, prescribing the terms of such purchase and financing. SECTION 4. Mortgage of Project. The TSHC hereby authorizes the granting of a deed of trust Tien and security interest in the Project for the benefit of the "Beneficiary" (as defined in each of the Installment Sale Agreements) under the Deeds of Trust, Security Agreement, Assignment of Rents, and Financing Statement (collectively the "Mortgages," copies of which are attached to this Resolution), from the TSHC to the mortgage trustee identified therein, providing the terms and conditions of such grant. SECTION 5. Management of Project. The TSHC hereby authorizes the operation and management of the Project under the Management Agreements(collectively,the "Management Agreements," copies of which are attached to this Resolution) between the TSHC and the "Project Manager" identified therein. SECTION 6. Approval of Documents. (a) The TSHC hereby approves, and authorizes the execution and delivery of, the Installment Sale Agreements, the Mortgages, and the Management Agreements, and such other documents to which the TSHC will be a part), as are authorized under or contemplated by such documents (such documents, the "Purchase Documents") in substantially the form and content attached to this Resolution, and such additional documents (if any) as are otherwise required to effect the transactions contemplated by the Purchase Documents, and hereby authorizes the performance by the TSHC of its duties and functions thereunder. (b) Subsequent to the adoption of this Resolution and prior to the delivery of the Purchase Documents, the provisions of the Purchase Documents (as approved by this Resolution) may be changed, to the extent permitted by law, at the request of the TSHC and/or the Project Sellers, if(1) the purchase price of the Project and the installment payments required to be under the Installment Sale Agreements authorized by this Resolution are not increased by any such change, (2) no obligation is imposed on the TSHC by any such change that is contrary to the Act or other applicable law, (3) the security for the installment payments is not materially and adversely affected by such change, and (4) each such change is approved by the general counsel of the TSHC and by the TSHC, which approval may be given on the TSHC's behalf by the authorized officer(s) of the TSHC executing the document(s) containing such change, which execution shall evidence such approval. (c) A copy of this Resolution and of each of the Purchase Documents shall be filed with the permanent records of the TSHC. SECTION 7. Time Authorized for Closing- the Purchase of the Project. The TSHC hereby authorizes the purchase of all or any part of the Project pursuant to the Purchase Documents to be closed on or after the date of this Resolution. Upon the request of either of the Project Sellers, the transactions contemplated by either of the Installment Sale Agreements may be consummated any time from the date of the adoption of this Resolution through February 15, 1996 at any time deemed appropriate by the Project Sellers that is acceptable to the TSHC; provided that, unless both Installment D M MD9223.24799-3 -2- Sale Agreements are closed by February 15, 1996, the authorization granted under this Resolution shall terminate. SECTION 8. Appointment of Consultants. (a) The TSHC hereby appoints Thomas Allen Moon, Esq., as finance counsel to the TSHC, for the purpose of advising the TSHC from time to time as requested by or on behalf of the TSHC on matters relating to the exercise of its powers under the Act. (b) The TSHC hereby appoints Principal Financial Securities, Inc., as financial advisor to the TSHC, for the purpose of advising the TSHC from time to time as requested by or on behalf of the TSHC on matters relating to finance and the issuance and management of debt and the management and operation of the Project. SECTION 9. Ratification of Prior Action. The TSHC hereby ratifies (to the extent that it may lawfully do so) all action not inconsistent with this Resolution that has been taken by (or on behalf of) the TSHC prior to the adoption of this Resolution for the purpose of effecting the purchase of the Project. SECTION 10. Authorized Officers. Each of the members and the officers of the Board (each as an authorized officer) is hereby authorized to execute and deliver such certifications as to facts, estimates, and circumstances as are necessary to accomplish the purposes of this Resolution and, on the TSHC's behalf, to (1) do all things necessary or convenient to carry out the terms and purposes of this Resolution, including (without limitation) the execution and delivery of the Purchase Documents, (2) perform all duties and functions of the TSHC under the Purchase Documents and this Resolution in order to accomplish the purposes thereof, and (3) certify as to all matters necessary or appropriate to implementing the transactions contemplated by the Purchase Documents. SECTION 11. Time of Taking Effect. This Resolution shall take effect immediately upon its adoption. DMMM225.24799.3 -3-