 |
 | Board of Visitors minutes October 7, 1988 |  |
- Section 4. The Note shall be in substantially the following
form:
3535No. R-1 $7,500,000
United States of America
Commonwealth of Virginia
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
Promissory Note
The Rector and Visitors of the University of Virginia (the
"University"), an educational institution and a public body and
governmental instrumentality of the Commonwealth of Virginia, for
value received, hereby promises to pay, solely from the sources
and in the manner hereinafter provided, to University of Virginia
Health Services Foundation (the "Foundation") or registered
assigns, on _________, 199_ (or earlier as hereinafter referred
to), upon the presentation and surrender hereof at the office of
the Vice President for Business and Finance of the University,
Madison Hall, University Avenue, Charlottesville, Virginia, the
principal sum of Seven Million Five Hundred Thousand Dollars
($7,500,000). The University also promises to pay, solely from
such sources, interest on the unpaid principal amount hereof, as
follows:
- (a) With respect to any proceeds of this Note that have not been expended by the University, the interest thereon shall be equal to the investment income, including capital gains, realized thereon, such amount to be paid to the Foundation by the University promptly upon receipt by the University.
- (b) With respect to any proceeds of this Note that have been expended by the University (determined as provided in the Note Resolution hereinafter mentioned), the average outstanding balance for any calendar quarter shall bear interest, calculated on the basis of a year of 365/366 days and actual days elapsed, payable quarterly in arrears on each February 1, May 1, August 1 and November 1 at a rate per annum equal to the average rate earned on the Common Fund Short-Term Fund for the previous calendar quarter plus 1/2 of 1%. Such rate shall be recalculated quarterly.
All such payments shall be made in such lawful money of the United States of America as at the time of payment is legal tender for payment of public and private debts.
This Note may be prepaid, at the option of the University, at any time prior to the maturity thereof, either in whole or in part, from any moneys that may be made available for such purpose, at the principal amount to be prepaid, together with the interest accrued thereon to the date of prepayment, without penalty.
On the date of prepayment, moneys for such prepayment having been delivered to the Foundation, the University's obligation with respect to this Note or any part thereof so prepaid shall be discharged and any interest on this Note or part thereof so prepaid shall cease to accrue.
This Note and the interest hereon are limited obligations of the University, and the University shall not be obligated to pay the principal of or the interest on this Note except from available funds of University of Virginia Hospitals, an operating division of the University, which is a separate financial reporting entity, subject to the rights of the registered owners of the University's $95,386,796 Hospital Revenue Refunding Bonds (Series C) and $32,200,000 Variable Rate Demand Hospital Revenue Refunding Bonds (Series D) and the rights of the holders of any additional Hospital Revenue Bonds issued pursuant to the Master Resolution adopted by the Executive Committee of the Board of Visitors of the University on November 30, 1984, as amended on May 30, 1985 (collectively, the "Master Resolution") and the holders of Parity Indebtedness (as defined in the Master Resolution) in and to the Net Revenues (as defined in the Master Resolution). This Note and the interest hereon shall not be deemed to constitute a debt or liability of the Commonwealth of Virginia, legal, moral or otherwise. Neither the Commonwealth of Virginia nor the University shall be obligated to pay the principal of or interest on this Note except from the sources noted above pledged or provided therefor, and neither the faith and credit nor the taxing power of the Commonwealth of Virginia nor any other revenues or funds of the University are pledged to the payment of the principal of or interest on this Note.
This Note is issued under and pursuant to the Constitution and laws of the Commonwealth of Virginia, including Article 2, Chapter 9, Title 23, Code of Virginia, 1950, as amended, and a resolution duly adopted by the Board of Visitors of the University on October 6, 1988 (the "Note Resolution"), to which Note Resolution reference is hereby made for the terms and conditions under which this Note is issued, and by the acceptance of this note the holder hereof assents to all the provisions of the Note Resolution.
This Note is issued with the intent that the laws of the Commonwealth of Virginia shall govern its construction.
All acts, conditions and things required by the Constitution and laws of the Commonwealth of Virginia and by the rules and regulations of the Board of Visitors of the University to happen, exist and be performed precedent to and in the issuance of this note have happened, exist and have been performed as so required.
IN WITNESS WHEREOF, The Rector and Visitors of the University of Virginia, pursuant to the Note Resolution, has caused this note to be executed by its Vice President for Business and Finance and the corporate seal of the University to be impressed hereon, all as of the ____ day of ___________, 1988.
THE RECTOR AND VISITORS OF
THE UNIVERSITY OF VIRGINIA
| Board of Visitors minutes October 7, 1988 | |