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Home My WebLink AboutR93-134 sports and housing facility BondsD9193.A(PI) EAGLE COUNTY, COLORADO RESOLUTION NO. 5 A RESOLUTION AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF A FIRST AMENDMENT TO SPORTS AND HOUSING FACILITIES FINANCING AGREEMENT AND ASSIGNMENT AND ASSUMPTION AGREEMENT, A. FIRST AMENDMENT TO TRUST INDENTURE, AND RELATED DOCUMENTS PERTAINING TO $21,600,000 AGGREGATE PRINCIPAL AMOUNT OF THE COUNTY'S SPORTS AND HOUSING FACILITIES REVENUE REFUNDING BONDS (VAIL ASSOCIATES PROJECT), SERIES 1992; AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY OF A FIRST AMENDMENT TO SPORTS FACILITIES FINANCING AGREEMENT AND ASSIGNMENT AND ASSUMPTION AGREEMENT, A FIRST AMENDMENT TO TRUST INDENTURE, AND RELATED DOCUMENTS PERTAINING TO $19,600,000 AGGREGATE PRINCIPAL AMOUNT OF THE COUNTY'S SPORTS FACILITIES REVENUE REFUNDING BONDS (BEAVER CREEK ASSOCIATES PROJECT), SERIES 1992; AUTHORIZING INCIDENTAL ACTION; AND REPEALING INCONSISTENT ACTIONS. WHEREAS, pursuant to the Colorado County and Municipality Development Revenue Bond Act (the "Act "), Eagle County, Colorado (the "Issuer ") issued $21,600,000 aggregate principal amount of its Sports and Housing Facilities Revenue Refunding Bonds (Vail Associates Project), Series 1992 (the "VA Bonds "); and WHEREAS, pursuant to the Act, the Issuer issued $19,600,000 aggregate principal amount of its Sports Facilities Revenue Refunding Bonds (Beaver Creek Associates Project), Series 1992 (the "BCA Bonds "); and WHEREAS, Vail Associates, Inc. ( "VA ") and the Issuer entered into a Sports and Housing Facilities Financing Agreement dated as of September 1, 1992 (the "VA Financing Agreement ") , which provided for the loan by the Issuer to VA of the proceeds of the VA Bonds; and WHEREAS, Beaver Creek Associates, Inc. ( "BCA") and the Issuer entered into a Sports Facilities Financing Agreement dated as of September 1, 1992 (the "BCA Financing Agreement ") , which provided for the loan by the Issuer to BCA of the proceeds of the BCA Bonds; and WHEREAS, the VA Bonds were issued under a Trust Indenture dated as of September 1, 1992 (the "VA Trust Indenture ") from the Issuer to Colorado National Bank, as trustee (the "Trustee "); and WHEREAS, the BCA Bonds were issued under a Trust Indenture dated as of September 1, 1993 (the "BCA Trust Indenture ") from the Issuer to the Trustee; and WHEREAS, in order to further secure the BCA Bonds, VA delivered its Guaranty dated as of September 1, 1992 (the "VA Guaranty ") to the Trustee; and WHEREAS, VA intends to transfer substantially all of its assets (other than certain items of intellectual property) to The Vail Corporation (the "Corporation "), a wholly owned subsidiary of VA, and the Corporation intends to assume, among other things, the obligations of VA under the VA Financing Agreement, the VA Trust Indenture, the BCA Financing Agreement, the BCA Trust Indenture and the VA Guaranty; and WHEREAS, in order to permit, among other things, the Corporation to assume VA's obligations with respect to the VA Bonds and the BCA Bonds, VA, BCA and the Corporation have requested that the Issuer agree to enter into a First Amendment to Sports and Housing Facilities Financing Agreement and Assignment and Assumption Agreement (the "VA Financing Agreement Amendment ") with VA, a First Amendment to Trust Indenture (the "VA Trust Indenture Amendment ") with the Trustee, a First Amendment to Sports Facilities Financing Agreement and Assignment and Assumption Agreement (the "BCA Financing Agreement Amendment ") with BCA, and a First Amendment to Trust Indenture (the "BCA Trust Indenture Amendment ") with the Trustee. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF EAGLE COUNTY, COLORADO, AS FOLLOWS: Section 1. APPROVAL OF AMENDMENTS TO FINANCING AGREEMENTS AND TRUST INDENTURES The forms of the VA Financing Agreement Amendment, the VA Trust Indenture Amendment, the BCA Financing Agreement Amendment, the BCA Trust Indenture Amendment presented to this meeting, (copies of which shall be filed with the records of the Issuer) are hereby approved, and the Chairman of the Board of County Commissioners of the Issuer (the "Chairman ") , is hereby authorized to execute and deliver, and the County Clerk and Recorder of the Issuer (the "Clerk ") is hereby authorized to affix the seal of the Issuer where appropriate to, and attest, such documents in substantially the same form and upon the terms and conditions set forth herein and therein, with such changes therein as such officers shall approve, such approval to be evidenced by their execution thereof. Section 2. EXECUTION AND AUTHENTICATION OF AMENDED BONDS The form of the amended VA Bonds as set forth in the VA Trust Indenture Amendment and the form of the amended BCA Bonds as set forth in the BCA Trust Indenture Amendment are hereby approved; E the amended VA Bonds and amended BCA Bonds shall be executed with the manual or facsimile signatures of the Chairman and the Clerk on the face of the Bonds in substantially such forms with appropriate insertions and variations, and the seal for the Issuer for facsimile thereof is hereby adopted and authorized to be affixed or imprinted thereon; and the Chairman or the Clerk is authorized and directed to deliver the Bonds to the Trustee for authentication and, when they have been authenticated, to deliver them or cause them to be delivered to The Depository Trust Corporation ( 11 DTC 11 ). Section 3. AUTHENTICATION OF AMENDED BONDS The Trustee is hereby requested to authenticate the amended VA Bonds and amended BCA Bonds and to deliver them to DTC in exchange for the original VA Bonds and BCA Bonds. Section 4. INCIDENTAL ACTION The Chairman and Clerk of the Issuer are hereby authorized and directed to execute and deliver such other documents and to take such other action as may be necessary or appropriate in order to effectuate the delivery of the aforesaid VA Financing Agreement Amendment, VA Trust Indenture Amendment, BCA Financing Agreement Amendment and BCA Trust Indenture Amendment, the performance of the Issuer's obligations hereunder, the execution and delivery of the amended VA Bonds and amended BCA Bonds. Notwithstanding any other provision of this Resolution, the Chairman and Clerk are hereby authorized to make or approve such revisions in the VA Financing Agreement Amendment, VA Trust Indenture Amendment, BCA Financing Agreement Amendment and BCA Trust Indenture Amendment as, in the opinion of counsel to the Issuer, may be necessary or convenient to carry out or assist in carrying out the purposes of this Resolution. Section 5. BONDS SHALL NOT CONSTITUTE A PECUNIARY LIABILITY OR FINANCIAL OBLIGATION OF THE ISSUER As required by the Act, the amended VA Bonds and amended BCA Bonds shall be special,. limited obligations of the Issuer, and shall never constitute the debt or indebtedness of the Issuer within the meaning of any provision or limitation of the Colorado Constitution, or Colorado Statutes, and shall not constitute or give rise to a pecuniary liability or financial obligation of the Issuer or charge against its general credit or taxing powers. Section 6. REPEALER All acts, orders, resolutions, or parts thereof, taken by the Issuer in conflict with this Resolution are hereby repealed, except that this repeal shall not be construed so as to revive any act, order, resolution, or part thereof, heretofore repealed. Section 7. SEVERABILITY If any paragraph, clause or provision of this Resolution is judicially judged invalid or unenforceable, such judgment shall not affect, impair or invalidate the remaining paragraphs, clauses or provisions hereof, the 3 intention being that the various paragraphs, clauses or provisions hereof are severable. Section 8. EFFECTIVE DATE This Resolution shall take effect immediately upon its passage. PASSED, APPROVED AND ADOPTED this 15th day of November, 1993. EAGLE COUNTY, COLORADO By: Chairman, Board of County Commissioners (COUNTY SEAL) ATTES rK r,�f ty Clerk and Recorder r 4 The motion to pass the foregoing Resolution was duly seconded by Commissioner , put to a vote and carried upon the following vote: Commissioners voting "Yes ": Commissioner voting "Nd": . The Chairman thereupon declared the Motion carried and the Resolution duly passed. After consideration of other business to come before the Board, the meeting was adjourned. By Chairmapf, Board of County Commissioners Eagle County, Colorado (COUNTY SEAL) ATTE T: / ount Clerk and Recorder cat Eagle County, Colorado 5 STATE OF COLORADO ) ss. COUNTY OF EAGLE ) I, Sara J. Fisher, County Clerk and Recorder of Eagle County, Colorado, do hereby certify that the attached copy of Resolution No. , is a true and correct copy; that said Resolution was passed by the Board of County Commissioners of Eagle County, Colorado, at its regular meeting held at 500 Broadway, Eagle County, Colorado, the regular meeting place thereof, on Monday, the 15th day of November, 1993; that a true copy of said Resolution has been authenticated by the signatures of the Chairman of the Board of County Commissioners of Eagle County and myself as County Clerk and Recorder thereof, sealed with the seal of the County, and numbered and recorded in a book kept for that purpose in my office; that the foregoing pages 1 thorough _, inclusive, constitute a true and correct copy of the record of the proceedings of said Board at its aforesaid meeting, insofar as said proceedings relate to said Resolution; that said proceedings were duly had and taken, that the meeting was duly held; and that the persons were present at said meeting as therein shown. IN WITNESS WHEREOF, I have hereunto set my hand and the seal of Eagle County, Colorado this A,) day of November, 1993. (COUNTY);t C unty Clerk an Record ( SEAL ) �?( i es Eagle County, Colorado 7 a;N`. i di