University of Virginia Library

Section 1. The Board of Visitors of the University of Virginia has found and determined and does hereby declare that:

(a) By Article 2, Chapter 9, Title 23, Code of Virginia, 1950, as amended, there is created a corporation under the name and style of The Rector and Visitors of the University of Virginia (the "University") to be governed by a Board of Visitors (the "Board"), which is vested with the supervision, management and control of the University of Virginia at Charlottesville, Virginia.

(b) University of Virginia Hospitals ("Hospitals") is an operating division of the University, being a separate financial reporting entity, with management responsibility for the operation of the University's hospital facilities.

(c) Under the authority of Chapter 3, Title 23, Code of Virginia, 1950, as amended, and resolutions duly adopted by the Board and the Executive Committee of the Board, the University has heretofore issued, and there are currently outstanding, $95,386,796 Hospital Revenue Refunding Bonds (Series C) and $32,200,000 Variable Rate Demand Hospital Revenue Refunding Bonds (Series D) (collectively, the "Prior Bonds"), each of which series of Prior Bonds was issued to refund other series of hospital revenue bonds of the University issued previously to finance improvements and additions to the hospital and ancillary facilities operated by Hospitals.

(d) The University is authorized by Article 2, Chapter 9, Title 23, Code of Virginia, 1950, as amended, to borrow money to effectuate any of its corporate purposes.

(e) Management of Hospitals has requested the Board to authorize additional borrowing in order to provide additional working capital.

(f) The University of Virginia Health Services Foundation (the "Foundation") has offered to provide a loan to the University in the principal amount of $7,500,000 for the purpose hereinabove described and upon the terms and conditions hereinafter set forth.

(g) The incurrence of such loan and, in evidence thereof, the issuance of the promissory note of the University hereinafter described are in the best interests of the University and Hospitals.