Title
Resolution - Approval of Transfer of Land and Release from Lien and Acquisition of Land in Substitution - E Dauterive/C Moos
Other Info
Submitted By: E Dauterive/C Moos
Department: Chief Operations Officer
Financial Impact and Cost/Benefit Considerations: As discussed in Executive Session and provided in Schedule 1.
Discussion
The Cooperative will consider the transfer of certain of its improved real property in Blanco County, Texas (the “Johnson City Property”) and acquisition of other unimproved real property in Blanco County, Texas (the “Acquisition Property”) in substitution for such Johnson City Property. The Johnson City Property is subject to the Lien (as defined in the Master Indenture) of the Master Indenture of Trust (effective as of January 1, 1993, and as supplemented from time to time (the "Master Indenture")) between the Cooperative and The Bank of New York, as successor to Frost National Bank of San Antonio (the "Trustee") and of the Deed of Trust, Security Agreement, Assignment of Rents and Leases, Fixture Filing and Financing Statement (the "Deed of Trust"). The Cooperative will also consider the release of the Johnson City Property from the Lien.
Body
WHEREAS, the Cooperative’s Board of Directors has reviewed the terms for the transfer of the Johnson City Property and acquisition of the Acquisition Property in substitution thereof as provided in Executive Session; and
WHEREAS, the Cooperative's Board of Directors hereby concludes that the Johnson City Property is no longer necessary or advantageous in the business of the Cooperative provided that the Acquisition Property is obtained in substitution thereof and that the fair value of the Johnson City Property is not greater than the value of the Acquisition Property to be received in substitution thereof provided that the Acquisition Property serves strategic purposes for the Cooperative;
WHEREAS, the Johnson City Property constitutes less than substantially all of the property in the Cooperative's possession constituting part of the Trust Estate (as defined in the Master Indenture); and
WHEREAS, the Cooperative's Board of Directors desires to obtain a release of the Lien (as defined in the Master Indenture) from the Trustee under the Master Indenture pursuant to Section 1.9(a) and a release from the Deed of Trust in order to transfer the Johnson City Property; and
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE COOPERATIVE, that the Cooperative hereby transfer the Johnson City Property as discussed, this day in Executive Session, with details of any such transaction to be publicly available upon public filing of instruments;
BE IT FURTHER RESOLVED, that the Cooperative requests that the Trustee release the Johnson City Property from the Lien under the Master Indenture pursuant to Section 1.9(a) of the Master Indenture and release the Johnson City Property from the Deed of Trust;
BE IT FURTHER RESOLVED, that that the Cooperative approve the acquisition of the Acquisition Property subject to receipt of a satisfactory environmental assessment and satisfaction of any other terms as discussed by the Board during Executive Session of this meeting, with certain details of any such acquisition to be publicly available upon public filing of instruments; and
BE IT FURTHER RESOLVED, that the Chief Executive Officer or any person designated in writing for such purpose, be, and each hereby is, authorized as a duly authorized officer or agent of the Cooperative, for and in the name and on behalf of the Cooperative, to prepare, execute, acknowledge as appropriate, and deliver any deed, certificates and other instruments of any nature necessary or appropriate to give effect to such transfer of the Johnson City Property and release of the Johnson City Property from the Lien, and to give effect to such acquisition of the Acquisition Property in substitution thereof, in such form and containing such terms and conditions as such officer or agent may in his sole discretion deem necessary, appropriate, or desirable; and
BE IT FURTHER RESOLVED, that the Chief Executive Officer or designee is authorized to take all such actions as needed to implement this resolution.