Title
Resolution - Approval of Transfer of Land and Release from Lien and Acquisition of Land in Substitution - B Gedrich
Other Info
Submitted By: B Gedrich
Department: Engineering
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 unimproved real property in Hays County, Texas (the "Wimberley Property") and acquisition of other unimproved real property in Hays County, Texas (the "Acquisition Property") in substitution for such Wimberley Property. The Wimberley 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 Wimberley Property from the Lien.
Body
WHEREAS, the Cooperative's Board of Directors has reviewed the terms for the transfer of the Wimberley 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 (i) that the Wimberley Property is no longer necessary or advantageous in the business of the Cooperative provided that the Acquisition Property is obtained in substitution thereof and (ii) that the fair market value of the Wimberley Property is not greater than the value of the Acquisition Property to be received in substitution thereof;
WHEREAS, the Wimberley 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,...
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