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HomeMy WebLinkAbout03-24-99 TSHC Min MINUTES AND CERTIFICATION On March 24, 1999, the Board of Directors (the "Board") of the Texas Student Housing Corporation (the "TSHC") convened in a public meeting at the designated meeting place in Westlake, Texas. 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 Annette Bush Treasurer Dr. Forrest Watson Member Charles Bradberry Member Dr. Patsy Sharp Member Dr. John Brooks Member Dr. Ted Gillum Member Carroll Schubert Member Mike Farhat Member all of whom were present except Dr. Gillum, Ms. Bush, Mr. Schubert and Mr. Farhat. Also present were: Mr. Scott Bradley, Mr. Bill Moon, Mr. Allen Moon, Mr. Larry Williamson and Ms. Ginger Crosswy. President Carter called the meeting to order at 6:32 pare. by stating that the minutes for the meeting of Feb. 13, 1999, will be addressed at the next meeting. To consider for approval the proposed refinancing of the existing first lien financing on the Corporation's student housing projects acquired from Rossco Holdings Incorporated in accordance with a proposal for such refinancing from First Union National Bank submitted to the Corporation by Rossco Holdings Incorporated. Mr. Bill Moon explained to the Board the request from Leonard Ross to refinance his loan on the property in College Station. There was a motion by Mr. Blake, seconded by Dr. Watson, to allow Mr. Ross to refinance the property with the amount not to exceed the amount that the TSHC owes and the terms not to exceed the term of the TSHC's mortgage. Also, that the TSHC be indemnified against any loss incurred and allowing ` the Board the ability to assume the loan in case of a default. The motion carried unanimously. Mr. Bradley stated his concerns regarding his position as legal counsel for TSHC and offered his resignation. The Board reviewed this matter and unanimously supported Mr. Bradley's staying as legal counsel. Mr. Bradley agreed to continue as legal counsel for TSHC. There was a motion by Dr. Watson, seconded by Dr. Brooks, to authorize the general counsel to arrange to file suit against Peter Barlin and Manny Farahani of A.S.C. Management, Inc. The motion carried unanimously. President Carter handed out the scholarship applications received to the various Board members. Each school superintendent reviewed only the applications from the other school districts. Board members only reviewed applications not in their Towns or students they did not know. The criteria for choosing the winners was developed in April, 1995. After much discussion concerning the renewal of scholarships for the students already at the Universities, the Board decided to renew the scholarships for the two students at the University of Texas in Austin, renew thirteen students at Texas A&M University, ask Staci Rankin for a copy of her last semester grade report and then renew her scholarship if her grades are satisfactory and deny the renewal requests of Joshua Sallee and Jessica Herr. The students whose renewal requests were denied will be notified by certified mail. After the applications were reviewed and discussed, the following applicants were chosen for scholarships for the school year 1999-2000. Name School Loren Barber Northwest High School Valleri Bullard Northwest High School Scott Stickane Northwest High School John Conrad Keller High School Benjamin Getter Keller High School Jennifer Johnston Keller High School Craig Odom Fossil Ridge High School Lauren Klinger Carroll High School Ryan.Nolen Carroll High School Each scholarship winner will be contacted by the Board by phone. The), will also ' receive a letter congratulating them on being chosen for the scholarship and later they and their parents will be invited to a reception at the Marriott Solana. There being no further business to bring before the Board. the meeting was adjoumed at 10:00 p.m. MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly constituted officers and members of the Board, and is hereby certified to be a correct copy of an official wo y thereof, on file among the official records of the Board, on this the d-Q __day of 1999. 1 ATTEST: J es P. Carter, Pr ident Gi ngg Crosswy, Secre y MINUTES AND CERTIFICATION On March 24, 1999 the Board of Directors (the "Board") of Texas Student Housing Corporation (the "TSHC") convened in 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 SS 1, Govenvnent Code. The rol l 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 Annette Bush Treasurer Dr. Ted Gillum Member John Brooks Member Forrest Watson Member Charles R. Bradbury Member Carroll Schubert Member Dr. Patsy Sharp Member Mike Farhat Member all of whom were present except the following absentee(s): Ms. Bush, Dr. Gillum Mr. Schubert and Mr. Farhat thus constituting a quorum. Among othcr business,a written Resolution bearing the following caption was introduced: A Resolution authorizing the refinancing of the first mortgage indebtedness by First Union National Bank with respect to certain student housing properties owned by the Texas Student Housing Corporation referred to as the"Colony Project, and the execution and delivery of certain documents in connection thcrewvith 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: 6 NOES: 0 ABSTENTIONS: The Presiding Officer then declared the Resolution to be adopted. MINUTES APPROVED AND CERTIFIED TO BE TRUE AND CORRECT and to correctly reflect the duly constituted officers and members of the Board,and the attac c of the Resolution is hereby certif ied to be a correct copy of an official cop),thereof,on file among of ial records of t oard, on this 24th day of March, 1999. By: L` [SEAL] A �rized Of leer Tit l e3 1 Fr\_rD,U.:74689.1 29851-0"I A RESOLUTION AUTHORIZING THE REFINANCING OF THE FIRST MORTGAGE INDEBTEDNESS BY FIRST UNION NATIONAL BAND WITH RESPECT TO CERTAIN STUDENT HOUSING PROPERTIES OWNED BY THE TEXAS STUDENT HOUSING CORPORATION REFERRED TO AS THE "COLONY," 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 Tovvn of Westlake,Texas that is authorized,under Section 53.35(b)of the Act, among other things to acquire and operate "educational facilities" and "housing facilities" (within the meaning of the Act); WHEREAS,the TSHC acquired those 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 "Colony Project") from Rossco Holdings Incorporated ("Rossco"), a California corporation, pursuant to that certain Installment Sale Agreement("Sale Agreement") dated as of December 1, 1995, subject to an outstanding first mortgage (the "First Mortgage") in the original principal amount of $2,250,000.00 originally payable to First City,Texas-Bryan/College Station("Original Lender"); WHEREAS, Rossco has sold and assigned all of its right,title and interest in and to the Sale Agreement to Colony Lodging, Inc. ("Lodging"), a Texas corporation owned and/or controlled by Leonard Ross and/or his affiliates, and Colony Lodging has requested the TSHC to participate in the refinancing of the First Mortgage through a loan from First Union National Bank ("New Lender") in the approximate principal amount of $4,800,000,but not to exceed $5,000,000 (the "Refinancing"); WHEREAS, the refinancing of the First Mortgage requires the TSHC to execute and deliver certain documents and agreements to the New Lender, including but not limited to a Deed of Trust and Security Agreement,an Assignment of Leases and Rents,an Assignment of Warranties and other Contractual Rights, an Environmental Indemnity Agreement, a Subordination and Standstill Agreement and other related documents, agreements and certificates (collectively, the "Refinancing Documents"), copies of which have been made available to the board of directors(the "Board")of the TSHC; WHEREAS, the TSHC presently has no personal liability with respect to the First Mortgage and has conditioned its willingness to participate in the Refinancing upon the condition that it have no personal liability with respect to the Refinancing and that its financial risk be limited to its rights and interests in the Colony Project; WHEREAS,in order induce the TSHC to participate in the Refinancing,Leonard Ross,or an affiliate of Leonard Ross acceptable to the TSHC,has agreed to indemnify and hold the TSHC harmless from all losses and expenses which the TSHC might suffer or incur in connection with the Refinancing in a manner satisfactory to the Board pursuant to an Indemnity Agreement in form and substance satisfactory to the President of the TSHC and its attorneys; WHEREAS,the Board deems it appropriate to authorize the Refinancing and the execution and delivery of the Refinancing Documents in such form as may be approved by the President of the TSHC and its attorneys 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 la%v; 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; FLNIDAU745E9.1 29941.00W I 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. Findings. 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 Refinancing of the Colony 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 Refinancing of the Colony Project through the Refinancing Documents have been satisfied and the documents approved by this Resolution are satisfactory in form and content to the Board. SECTION 3. Refinancing-of the Colony Project The TSHC hereby authorizes the Refinancing of the Colony Project with the New Lender pursuant to the Refinancing Documents and the Indemnity Agreement,copies of which are attached to this Resolution, between the TSHC and the New Lender and between the TSHC and Leonard Ross or one his affiliates approved by the President of the TSHC,prescribing the terms of such Refinancing and indemnity; SECTION 4. Mortgage of Project. The TSHC hereby authorizes the granting of a deed of trust lien and security interest in the Colony Project for the benefit of the'Beneficiary"(as defined in the Refinancing Documents),from the TSHC to the mortgage trustee identified therein,providing the terms and conditions of such grant. SECTION 5. Approval of Documents. (a) The Board hereby approves, and authorizes the execution and delivery of, the Refinancing Documents, the Indemnity Agreement and such other documents to which the TSHC will be a party as are authorized under or contemplated by such documents in substantially the form and content attached to this Resolution, and such additional documents (if any) as are othenvise required to effect the transactions contemplated by the Refinancing Documents and the Indemnity Agreement, 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 Refmancing Documents and the Indemnity Agreement, the provisions of such documents (as approved by this Resolution) may be changed, to the extent permitted by law, at the request of the TSHC and/or Leonard Ross and the New Lender if(1)no obligation is imposed on the TSHC by any such change that is contrary to the Act or other applicable law,(2)if the potential liability of the TSHC is not materially increased by such change, (3)the security pledged under the Refinancing Documents 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 Refinancing Documents and the Indemnity Agreement shall be filed with the permanent records of the TSHC. SECTION 6. Time Authorized for Closing the Refinancing of the Colony Project. MTD AL.:74689.1 29841-00001 -2- The TSHC hereby authorizes the refinancing of all or any part of the Colony Project pursuant to the Refinancing Documents to be closed on or after the date of this Resolution. SECTION 7. 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 8. 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 TS HC'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 Refinancing Documents and the Indemnity Agreement, (2)perform all duties and functions of the TSHC under the Refinancing Documents,the Indemnity Agreement and this Resolution in order to accomplish the purposes thereof,and(3)certif}'as to all matters necessary or appropriate to implementing the transactions contemplated by the Refinancing Documents and the Indemnity Agreement. SECTION 9. Time of Taking Effect. This Resolution shall tape effect immediately upon its adoption F1ti'IDA[:74689.1 29841-OWOI -3-