University of Virginia Library

AUTHORIZATION FOR THE SALE OF NOTES FOR THE FINANCING OF THE
PROPOSED TELEPHONE SYSTEM

• The following resolution was adopted:
• WHEREAS, by resolution adopted January 26, 1980, entitled "RESOLUTION OF THE BOARD OF VISITORS OF THE UNIVERSITY OF VIRGINIA AUTHORIZING ISSUANCE AND SALE OF BONDS OF THE UNIVERSITY IN AN AGGREGATE PRINCIPAL AMOUNT NOT IN EXCESS OF $7,500,000" the Board of Visitors has authorized the issuance and sale of bonds (the "Bonds") of the University for the purpose of financing the cost of acquiring and installing a new telephone communications system; and
• WHEREAS, representatives of Wheat, First Securities, Inc., financial advisors to the University, have recommended that the sale of the Bonds be deferred as a result of recent dislocations in the tax-exempt market; and

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• WHEREAS, the Board of Visitors desires to provide for the temporary financing of the new telephone communications system through the issuance and sale of the University's notes in anticipation of the issuance and sale of the Bonds;
• NOW, THEREFORE, BE IT RESOLVED BY THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA:
• 1. Notes of the University of Virginia in the aggregate principal amount of $7,500,000 are hereby authorized to be issued, subject to the prior approval of the Governor of Virginia.
• 2. Said Notes shall be dated, and shall mature within 18 months from their date, as the Executive Committee shall determine; shall bear interest at such rate or rates (which may be variable rates) as the Executive Committee shall determine, payable monthly, quarterly or semiannually as the Executive Committee shall determine; shall be in such denominations, be in such form, either coupon or registered, carry such registration privileges, be payable in such medium of payment at such place or places, as the Executive Committee shall determine; shall be executed by the manual or facsimile signature of the Rector or President of the University and attested by the manual signature of the Secretary or Assistant Secretary of the Board of Visitors; and shall be subject to prepayment or redemption from the proceeds of sale of the Bonds; without penalty.
• 3. Said Notes shall be sold at private sale for an amount equal to the par value thereof.
• 4. Said Notes shall be secured by a pledge of notes held as a part of the University Endowment Fund and secured by liens upon real estate or personal property. The Executive Committee is hereby authorized and directed to designate and pledge from the assets of the Endowment Fund as security for the Notes, notes representing loans to finance residential housing for personnel of the University and not heretofore pledged for other obligations of the University, having aggregate scheduled annual payments of principal and interest not exceeding $1,100,000. As of February 1, 1981, there shall be designated and pledged to secure the Notes all such residential loan notes as shall qualify under a resolution to be adopted by the Executive Committee and as shall then be free and clear of any lien, charge or restriction imposed by that certain indenture dated as of February 1, 1972 between The Rector and Visitors of the University of Virginia and Virginia National Bank as Trustee. In addition, there shall be pledged the proceeds of the sale of the Notes, including any debt service reserve funded therefrom, and the University's special obligation promissory Note hereinbelow described.
• 5. Said Notes shall be limited obligations of the University, payable as to principal and interest only out of the sale and/or liquidation of the assets pledged to secure the Notes and/or from interest accruing on such assets.

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• 6. The proceeds of the sale of said Notes shall constitute a part of the Endowment Fund and shall be used for the payment of the purchase price of the new telephone system.
• 7. A special obligation promissory Note of the University in the aggregate principal amount of $7,500,000 is hereby authorized. Said Note shall be dated the date of the Notes, and shall bear interest from July 1, 1981, at such rate or rates and mature at such time or times as shall be sufficient to pay all principal and interest on the Bonds authorized by resolution of January 26, 1980.Said Note shall be a special obligation of the University, payable solely from such monies of the University as may be appropriated and available therefor, shall be deposited in the Endowment Fund as reimbursement to the Endowment Fund for the cost of the new telephone communications system and shall be secured by a lien on the new telephone communications system.
• 8. Upon deposit of said special obligation promissory Note in the Endowment Fund as hereinabove provided, the new telephone communications system shall cease to be an asset of the Endowment Fund and shall be deemed to be the unrestricted property of the University subject only to the lien of the special obligation promissory Note.
• 9. The University shall undertake punctually all steps required to issue, sell and deliver the Bonds authorized by resolution of January 26, 1980, in an amount sufficient when taken together with other monies which may be available therefor to pay the principal of the Notes as the Notes become due. Upon payment in full the principal of and interest on the Notes, the monies, investments, notes representing residential housing loans, the special promissory Note and other assets securing the Notes shall, to the extent provided by the Executive Committee, be transferred to the trustee under the indenture securing the Bonds.
• 10. Notwithstanding any limitation contained in the resolution adopted on January 26, 1980, the Bonds authorized thereby may be dated as of such date, bear interest at such rates, be sold for such price or prices and may be subject to prepayment or redemption on such terms and from such sources, all as may be determined by the Executive Committee, and the special obligation promissory Note described therein and herein shall be dated the date of the Notes authorized hereby.
• 11. The Executive Committee is hereby authorized to take any action it may deem necessary or desirable in connection with the authorization and sale of the Notes.
• 12. The officers of the University are hereby authorized and directed to execute and deliver all agreements, certificates and instruments and to take all such further action as may be considered necessary by them in connection with the issuance and sale of the Notes and the undertakings described herein or in any action by the Executive Committee pursuant hereto.