University of Virginia Library

RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT IN EXCESS
OF $7,500,000 ENDOWMENT FUND REVENUE BONDS OF 1981 OF THE
RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA AND THE
EXECUTION AND DELIVERY OF AN INDENTURE WITH RESPECT THERETO

The following resolution was adopted:

• WHEREAS, the Rector and Visitors of the University of Virginia (the "University") desires to issue and sell not in excess of $7,500,000 of its Endowment Fund Revenue Bonds of 1981 (the "Bonds") in order to provide funds to refund its outstanding Bond Anticipation Notes of 1980 (the "Notes") or to refund other of its notes issued to refund the Notes, and
• WHEREAS, the University is authorized to issue its notes and bonds for such purposes under and by virtue of the Authority vested in it by Section 23-30.01 of the Code of Virginia (1950), as amended (the "Act"), and to enter into contracts and indentures to secure such notes and bonds and to provide for the rights of the holders thereof; and
• WHEREAS, the University desires to enter into an indenture with a corporate trustee to be selected by the Vice President for Business and Finance of the University, to secure the aforesaid Bonds and to provide for the rights of the holders thereof.

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1985



• NOW THEREFORE, BE IT HEREBY RESOLVED BY THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA:
• 1. In order to refund the Notes of other notes of the University issued to refund such Notes, the University hereby authorizes the issuance and sale of not in excess of $7,500,000 principal amount of its Bonds to be issued with the consent of the Governor under the Act and pursuant to the terms and conditions of an indenture in substantially the same form, with appropriate changes, omissions and insertions as may be necessary to carry out the intent hereof, as the indenture presented to this meeting and attached hereto and made a part hereof (the "Indenture").
• 2. The Bonds shall be dated the first day of the month during which the Bonds are issued and shall mature on such dates as may be determined by the Executive Committee, provided that the final maturity date of the Bonds shall not be more than ten years after the issue date of the Bonds.
• 3. The Bonds shall bear interest from the date thereof until paid, payable semi-annually at the rate approved by the Executive Committee, but not in excess of ten percent (10%) per annum, upon the acceptance of the successful bid for the Bonds and the award of the sale thereof to the Purchaser.
• 4. The Bonds shall be in bearer form with coupons, issued in the denomination of $5,000 each, and shall be numbered from one (1) consecutively upwards in order of maturity.
• 5. The Bonds shall be sold at not less than par by public sale through competitive bidding, and sealed bids for the purchase thereof in accordance with the terms of an official notice of sale in substantially the same form as may be approved by the Executive Committee shall be received on such date and time as may be hereafter determined by the Vice President for Business and Finance of the University. The Vice President for Business and Finance of the University is hereby authorized to receive and consider all sealed bids presented pursuant to the official notice of sale and to award the sale of the Bonds and enter into a contract or contracts of sale on the part of the University, in accordance with the provisions of the most favorable bid received, determined as that bid offering the lowest net interest cost to the University; provided, however, that the Vice President for Business and Finance of the University in his discretion may reject all bids received and may waive any irregularity or informality with respect to any bid.
• 6. The Vice President for Business and Finance of the University is authorized to distribute, in substantially the same form as may be approved by the Executive Committee, a preliminary official statement relating to the Bonds to such parties as he may deem appropriate, and to take such other steps preliminary to the sale of the Bonds as he may deem appropriate including the presentation of information to rating agencies in order to obtain ratings for the Bonds.

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1986



• 7. The Rector, Vice President for Business and Finance, University Comptroller, Secretary, any Assistant Secretary of the University and any other officer of the University so authorized by other resolution of the University are hereby authorized to take such actions, including the execution and delivery of the Indenture and of required certificates, as may be necessary to the issuance and delivery of the Bonds and giving effect to this resolution.
• 8. The Executive Committee is hereby authorized and empowered to take any and all action it may deem necessary or desirable in connection with the authorization, sale, issuance and delivery of the Bonds that may be deemed to require approval by the Board.
• 9. In the event that the Executive Committee shall determine not to issue Bonds hereunder on or prior to November 6, 1981 for the repayment of the Notes maturing on such date, the Executive Committee, with the consent of the Governor, is authorized and directed to sell, at either public o private sale, and issue bond anticipation notes for such purpose on or prior to such date in a principal amount not in excess of the outstanding principal balance of such Notes, such bond anticipation notes to be dated such date, mature within two years of the date of issue thereof, be payable as to interest at such times, and bear interest at such rate as the Executive Committee shall determine. Any such bond anticipation notes shall be issued upon substantially the same terms and conditions and be secured by substantially the same covenants and pledges as are contained in the resolution of the University authorizing the issuance and sale of the aforesaid Notes.
• 10. The Vice President for Business and Finance is hereby authorized to select and designate as trustee under the Indenture and as paying agents thereunder such banks, trust companies, or national banking associations as he may deem appropriate which have the qualifications prescribed in Section 1202 of the Indenture.
• 11. This resolution shall be effective immediately.