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HomeMy WebLinkAbout09-22-99 TSHC Min MINUTES AND CERTIFICATION On September 22, 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, Mr. Bradberry and Mr. Schubert. Also present were: Mr. Scott Bradley, Mr. Trent Petty, Mr. Bill Moon, Mr. Charles Haynes, Mr. Bill Davis, Mr. Carlos Fernandez and Ms. Ginger Crosswy. President Carter called the meeting to order at 6:10 p.m. Mr. Bill Moon explained that after the Board adopted the resolution agreeing to the request from Leonard Ross to refinance his loan on the property in College Station at the meeting of March 24, 1999, the attorneys had made minor changes to the wording of the resolution. The Board was asked to adopt a resolution amending and restating the resolution previously adopted. The Board asked the advice of Mr. Bradley, the Board's Iegal counsel. Mr. Bradley agreed that the change was not substantive. There was a motion by Dr. Brooks, seconded by Dr. Watson, to adopt this resolution. The motion carried unanimously. There was a motion by Dr. Watson, seconded by Dr. Sharp, to accept the minutes of the meetings held on February 13, 1999 and March 24, 1999 as presented_ The motion carried unanimously. There was a motion by Mr. Farhat, seconded by Mr. Blake, to accept the Treasurers' report given by Ms. Bush. The motion carried unanimously. Mr. Bill Davis made a presentation to the Board stating the need for updating the telecommunications and security systems at the University Tower and the Forum. After a lengthy question and answer session the Board decided to table this item until the next meeting when the Board will hear alternate proposals from Mr. Davis. Mr. Bill Davis presented the budget for the fiscal year ending August 31, 2000 and Mr. Charles Haynes presented the audit for the fiscal year ending August 31, 1998 and the period ending August 31, 1997. There was much discussion concerning the budget and the audit. There was a motion by Dr. Watson, seconded by Dr. Brooks, to authorize normal expenditures based on historical data but to table consideration of the budget until the next meeting. The motion carried unanimously. There was a motion by Ms. Bush, seconded by Dr. Sharp, to accept the audit as presented. The motion carried unanimously. Mr. Charles Haynes gave a report on the progress of the audit on the Austin properties. There was a motion by Dr. Brooks, seconded by Mr. Blake, asking Mr. Bradley to draft a letter requesting payment of moneys owed to the TSHC by A.S.C. Management, Inc., the company previously managing the property in Austin. The motion carried unanimously. Ms. Bush stated that college night at the local high schools is approaching and members of the Board need to attend. Dr. Brooks stated that the Board should start looking into acquiring additional properties, After checking everyone's calendar, President Carter scheduled the next meeting for Wednesday, October 20, 1999. There was a motion by Dr. Sharp, seconded by Mr. Blake, to adjourn. The motion carried unanimously. The meeting was adjourned at 8.55 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 copy thereof, on file among the official records of the Board, on this the 26" day of January, 2000. z5z2�-- ATTEST: James P. Carter, P sident in Crosswy, Secre MINUTES AND CERTIFICATION On September 22, 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 hating been given in accordance with Chapter 551, Government Code. The roll of the duly constituted officers and members of the Board was called,evhich 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): Dr. Gillum, Mr. Bradberry and Mr. Schubert thus constituting a quorum. Among other business,a written Resolution bearing the following caption etas introduced. A resolution amending and restating the resolution adopted by the Board of Directors on March 24, 1999 authorizing the refinancing of the first mortgage indebtedness bv 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 ratiNing 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 tote of the Board,and the Resolution was adopted by the following vote: AYES: 7 NOES: 0 ABSTENTIONS: 0 The Presiding Officer then declared the Resolution to be adopted. MINUTES APPROVED AND CERTIFIED TO 13E TRUE AND CPRRECT and to correctly reflect the dull° constituted officers and members of the Board,and the attached copy of esolution is hereby certified to be a correct copy of an official copy thereof,on file among the official records of the rd,on this 229d of cpt be, 1444- B� (mot [SEALI uth riled 0ffice Title: r Dally 2 619347 v 2.29941 00001 A RESOLUTION AMENDING AND RESTATING THE RESOLUTION ADOPTED BY THE BOARD OF DIRECTORS ON MARCH 24,1999 AUnIORIZING 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," AND RATIFYING 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 and operate"educational facilities"and"housing facilities" (within the meaning of the Act); WHEREAS,pursuant to that certain resolution(the"Original Resolution")adopted on March 24, 1999, the Board of Directors of the TSHC approved the refinancing (the "Refinancing") of certain indebtedness against those certain education-related housing facilities (consisting of land and improvements thereof) and certain personal property in connection therewith owned by the TSHC(such facilities and personal property collectively,the"Colony Project"); WHEREAS,pursuant to the authority granted to the officers of the TSHC the Refinancing was consummated-, WHEREAS, the lender which advanced the funds in the Refinancing has requested that the original Resolution be modified slightly and the actions of the officers of the TSHC in entering into the Refinancing by ratified and adopted by the Board of Directors; WHEREAS,the Board deems it appropriate to authorize the amendment and restatement of the Original Resolution as provided by the amended and restated resolution attached hereto as Exhibit A and incorporated herein (the "Amended Resolution"); 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. Findings. The Board, acting on behalf of the TSHC, hereby finds the modifications to the Original Resolution provided for in the Amended Resolution are proper and satisfactory to it and should be adopted by this Board. SECTION 3. Approval of Amended Resolution. (a) The Board hereby approves and adopts the Amended Resolution, and authorizes the execution and delivery of all documents the officers of the TSHC deem necessary or appropriate to evidence such adoption and carry out the intent of this Resolution. (B) A copy of this Resolution shall be filed with the permanent records of the TSHC. Dallm2 618347 v 2,29831.06001 SECTION 4. 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 refinancing of the Project as provided in the Amended Resolution. SECTION 5. 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, (2) perform all duties and functions of the TSHC under 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 Amended Resolution. SECTION 6. Time of Taking Effect. This Resolution shall take effect immediately upon its adoption. -2- Exhibit A A RESOLUTION AUTHORIZING THE REFINANCING OF THE FIRST MORTGAGE INDEBTEDNESS BY FIRST UNION NATIONAL BANK WITHRESPECT 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 Town 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, as amended, 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 80% 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$4,650,000,but not to exceed$5,000,000 (the"Refinancing")-, WHEREAS, the refmancing 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, a Subordination and Standstill Agreement, an Assignment of Rights Under Installment Sale Agreement, an Estoppel Certificate Regarding the Installment Sale 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 Refii.arlcing 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 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; Dallas2 618347 v 2.29841.00001 °3' 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 r The TSHC hereby authorizes the Refinancing of the Colony Project .vith 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 otherwise 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 Refinancing 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. 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. Dallm2 618347 v 2,29841.00001 -4- 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 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 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) certify 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 Resolhtion shall take effect immediately upon its adoption. Da]1a 2 618347 v 2,29841 00001 '�'