07-25-19 - BOARD BOOK

(iii) a Term Loan in the amount of up to One Million Three Hundred Nineteen Thousand Three Hundred thirty four and 00/100 Dollars ($1,319,334) (“Term Loan”); and WHEREAS, Corporation currently has an outstanding Loan in the amount of One Million Three Hundred Nineteen Thousand Three Hundred and Thirty Four Dollars and 00/100 ($1,319,334) (“BOA Loan”) with Bank of America, N.A., (“BOA”) which will be paid off in full and a Revolving Line of Credit with a zero outstanding balance that will be terminated upon execution of the Loan Documents (as defined below); and WHEREAS, the Governors have authorized Martin P. Slepkow, President, Jonathan P. Nelson, Treasurer and Jeffrey Stanfield, 2 nd Vice President (or such other officers as the Board may substitute from time to time by separate resolution) (“Authorized Officers”) to review, consider, execute and deliver the various transaction documents with respect to the WF Loans; and WHEREAS, the Corporation desires to hedge or otherwise manage its interest rate or exchange rate exposure as to the WF Loans by entering into an ISDA 2002 Master Agreement and schedules and related confirmation and/or any other documents, instruments, or agreements with Lender (“WF Swap Transaction”) as the same may be hereafter amended, restated, renewed, replaced, supplemented or otherwise modified from time to time (singularly and collectively, the “WF Swap Documents”); and WHEREAS, the Corporation currently has an ISDA Master Agreement, together with schedules and related documentation with BOA to hedge or otherwise manage its interest rate or exchange rate exposure in relation to its BOA Loan (“BOA Swap Transaction”) which BOA Swap Transaction is anticipated be assigned to Lender at the time of the pay-off of the BOA Loan; and WHEREAS, on May 2, 2019, at a duly noticed Board of Governors Meeting, the Board of Directors voted to approve the WF Swap Transaction and authorized Martin Slepkow, President, Jeffrey Stanfield, 2 nd Vice President and Jonathan P. Nelson, Treasurer, acting singly or together to enter into, execute, deliver, purchase, confirm, amend, modify, sell, assign, transfer or otherwise acquire or dispose of Swap Transactions with Lender or any of its affiliates. (A copy of the notice, agenda, and minutes of the Board of Governors Meeting is attached as composite Exhibit “C” to this Action); and WHEREAS, the Governors believe it to be in the best interests of the Corporation (i) to consummate the WF Loans and the WF Swap Transaction and all of the agreements contemplated in connection therewith by authorizing the Authorized Officers to enter into, deliver and perform its obligations under the Loan Documents (as defined herein below), the Swap Documents, and any and all agreements, documents, instruments, certificates, acknowledgments and/or agreements (the “Transaction”) as may be required to consummate the Transaction (singularly and collectively, the “Transaction Documents”). NOW, THEREFORE, BE IT RESOLVED, that each of the named officers of the Corporation identified below in the incumbency certificate (each an “Authorized Officer”), acting singly or together, be and hereby is, authorized in the name and on behalf of the Corporation to enter into, execute, deliver, purchase, confirm, amend, modify, sell, assign, transfer or otherwise acquire or dispose of Transaction Documents with Lender or any of its affiliates (the “Bank”) RESOLVED, that the Corporation shall be authorized to and is directed to borrow the aggregate principal amount of up to Thirty One Million Three Hundred Thirty Eight Thousand Three Hundred Eighty Dollars and 00/100 Dollars

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