 | Board of Visitors minutes November 30, 1984 |  |
ARTICLE I. DEFINITIONS
SECTION 101. Definitions.
Unless otherwise required by the context, all terms used herein which are defined in the Master Resolution shall have the meanings assigned to them therein, except as set forth:
"Act of Bankruptcy" means the filing of a petition commencing a case under the United States Bankruptcy Code by the University.
"Additional Default Interest" means an amount equal to the difference between (i) interest accruing on Principal Bank Bonds at the Bank Default Rate, and (ii) interest accruing on such Principal Bank Bonds at the Adjustable Interest Rate.
"Additional Interest" means an amount equal to the difference between (i) interest accruing on Tendered Bank Bonds at a rate equal to (A) the lower of (1) the sum of 100% of the Federal Funds Rate in effect from time to time plus an additional 1/2 of 1% per annum calculated on the basis of a 360-day year or (2) 100% of the Prime Lending Rate in effect from time to time calculated on the basis of a 365/366 day year, in each case for the period commencing on the date of delivery of such Tendered Bank Bonds to the Bank or its nominee to and including the date thirty days thereafter and (B) 100% of the Prime Lending Rate in effect from time to time calculated on the basis of a 365/366 day year for the period after that set forth in (A) and (ii) the interest accruing on Tendered Bank Bonds at the Adjustable Interest Rate or the Fixed Interest Rate, whichever is applicable.
"Adjustable Interest Rate" means the interest rate on the Bonds beginning, for the 2010 Bonds on December 1, 1987, for the 2014 Bonds on December 1, 1988, and for the 2018 Bonds on December 1, 1989, and continuing to the Fixed Rate Date, as determined pursuant to Section 203 hereof.
"Aged Money" means money deposited in the Interest Account by the State Treasurer from Net Revenues that has been held in the Interest Account for at least 124 days, determined on a first-in-first-out basis, without an intervening Act of Bankruptcy.
"Alternate Credit Date" means the December 1 next preceding the effective date of any Alternate Credit Facility.
"Alternate Credit Facility" means any validly issued irrevocable letter of credit (other than the Credit Facility or any Substitute Credit Facility), insurance policy, guaranty, surety bond or other agreement, including an agreement of the University, expiring on December 14 of any year beginning in the Effective Year, payable to the Paying Agent, delivered to the Paying Agent pursuant to Section 402 hereof.
"Amendment Date" means the December 1 next preceding the effective date of any amendment hereto made pursuant to Section 801 hereof, other than an amendment pursuant to Section 1001 of the Master Resolution or to increase the Maximum Interest Rate on the Bonds.
- "Authorized Officer" means:
- (i) in the case of the University, the Vice President for Business and Finance, and when used with reference to an act or document of the University, also means any other person or persons authorized to perform the act or execute the document; and
- (ii) in the case of the Paying Agent, any authorized officer and when used with reference to an act or document of the Paying Agent also means any other person authorized to perform the act or sign the document.
"Bank" means The Long-Term Credit Bank of Japan, Limited acting through its New York Branch, issuer of the Credit Facility, or any other entity providing a Substitute Credit Facility or an Alternate Credit Facility except for the University.
"Bank Bond" means any Bond purchased and held by the Bank from funds provided by the Credit Facility, any Substitute Credit Facility or any Alternate Credit Facility.
"Bank Default Rate" means the rate of interest equal to 100% of the Prime Lending Rate in effect from time to time, plus an additional two percent (2%) per annum, calculated on the basis of a 365/366-day year, actual days elapsed.
"Bank Interest Account" means the special account designated "University of Virginia Fixed/Adjustable Rate
"Bond Counsel" means a firm of nationally recognized municipal bond counsel.
"Bonds" means the Fixed/Adjustable Rate Hospital Revenue Bonds (Series B) issued under this Series Resolution and the Master Resolution.
"Business Day" means any day other than (i) a Saturday or Sunday or legal holiday or a day on which banking institutions in any city in which the principal office of the Paying Agent or the New York Branch of the Bank is located are authorized by law or executive order to close, or (ii) a day on which the New York Stock Exchange is closed.
"Credit Agreement" means the Reimbursement Agreement or any other agreement providing for the issuance of a Substitute Credit Facility or Alternate Credit Facility.
"Credit Facility" means the Irrevocable Letter of Credit, dated the date of delivery of the Bonds, issued by the Bank pursuant to the Reimbursement Agreement, in the original stated amount of $110,000,000, and any extensions, renewals or substitutions pursuant to Section 2.01(e) of the Reimbursement Agreement thereof.
"Determination Date" means the Business Day next preceding November 1 in each year, commencing November 1, 1987, prior to the Fixed Rate Date on which Business Day the Preliminary Adjustable Interest Rate will be established for the next succeeding Rate Period as provided in Section 203 hereof or on which the Preliminary Fixed Interest Rate will be established as provided in Section 204 hereof.
"Effective Year" means 1989 unless all of the 2018 Bonds are redeemed or defeased prior to December 1, 1989, in which case it means 1988, unless all of the 2018 Bonds and the 2014 Bonds are redeemed or defeased prior to December 1, 1988, in which case it means 1987.
"Equity Subaccount" means the subaccount in the Reserve Account created and so designated by Section 601 hereof.
"Federal Funds Rate" means, as of any time, a rate per annum equal to the overnight effective federal funds rate as quoted in the "Composite Closing Quotations for U.S. Government Securities" published by the Federal Reserve Bank
"Fixed Interest Rate" means the applicable Fixed Interest Rate for the Bonds of each stated maturity determined pursuant to Section 204 hereof.
"Fixed Rate Date" means any December 1, commencing December 1 in the Effective Year, on which date the Fixed Interest Rate for the Bonds shall become effective.
"Holders" as used in this Series Resolution means only the Holders of the Bonds issued hereunder.
"Interest Account" means the special account designated "University of Virginia Fixed/Adjustable Rate Hospital Revenue Bonds (Series B) Interest Account" created in the Sinking Fund pursuant to Section 601 hereof.
"Interest Payment Date" means, for any Bond (other than any Bank Bond), June 1 or December 1, as the case may be, and, for any Bank Bond, means the dates specified in Section 2.07(c) of the Reimbursement Agreement.
"Investment Requirement" means, as of any date of calculation (a) prior to December 1, 1987, an amount equal to seven (7) months' interest on the Bonds outstanding on such calculation date of the interest rates in effect on such calculation date and (b) on and after December 1, 1987, an amount equal to eleven (11) months' interest on the Bonds outstanding on such calculation date at the interest rates in effect on such calculation date.
"Mandatory Tender Date" means the date which is twenty-five (25) days after (i) the Paying Agent receives notice from the Bank or the State Treasurer pursuant to Section 403 hereof or (ii) the date on which an Act of Bankruptcy occurs.
"Maturity Requirement" means (a) prior to December 1, 1987, six (6) months from the date of investment and (b) on and after December 1, 1987, thirty (30) days from the date of investment.
"Master Resolution" means that Resolution providing for the issuance of hospital revenue bonds, adopted by the Executive Committee of the Board on November 30, 1984, as supplemented and amended.
"Maximum Interest Rate" means fifteen percent (15%) per annum, and is the maximum interest rate on the Bonds which
"Moody's" means Moody's Investors Service, Inc., a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such corporation shall be dissolved or liquidated or shall no longer perform the function of a securities rating agency, "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency designated by the University, with the approval of the State Treasurer.
"Notice of Election and Assignment" means a notice in substantially the form set forth in Section 201 of this Resolution and delivered to the Paying Agent in connection with any purchase of Bonds pursuant to Section 206 hereof.
"Outstanding" when used with reference to Bonds means,
as of a particular date, all Bonds theretofore issued under
this Series Resolution, except:
- (1) Bonds theretofore cancelled by the Paying Agent or delivered to the Paying Agent for cancellation;
- (2) Bonds for the payment of which money, Defeasance Obligations, or a combination of both, sufficient to pay, on the date when such Bonds are to be paid or redeemed, the redemption price of, and the interest accruing to such date on, the Bonds to be paid or redeemed, has been deposited with the Paying Agent in trust for the Holders of such Bonds; Defeasance Obligations shall be deemed to be sufficient to pay or redeem Bonds on a specified date if the principal of and the interest on such Defeasance Obligations, when due, will be sufficient to pay on such date the redemption price of, and the interest accruing on, such Bonds to such date;
- (3) Bonds in exchange for or in lieu of which other Bonds have been issued; and
- (4) Bonds deemed to have been paid in accordance with Section 1101 of the Master Resolution;
"Paying Agent" means Bank of Virginia Trust Company, Richmond, Virginia, and any successors to its duties hereunder.
"Preliminary Adjustable Interest Rate" means the applicable Preliminary Adjustable Interest Rate on the Bonds determined pursuant to Section 203 hereof.
"Preliminary Fixed Interest Rate" means the Preliminary Fixed Interest Rate on the Bonds determined pursuant to Section 204 hereof.
"Prime Lending Rate" means the rate announced by the Bank from time to time as its prime lending rate for commercial loans in the United States.
"Principal Bank Bond" means any Bank Bond purchased and held by the Bank or its nominee from funds provided by a Principal Drawing (as defined in the Reimbursement Agreement).
"Proceeds Subaccount" means the subaccount in the Reserve Account created and so designated by Section 601 hereof.
"Project" means the construction and equipping of a new replacement hospital for the existing University of Virginia Hospital, the expansion and improvement of the existing heating/chiller plant, the renovation of major portions of the Existing Facilities, the construction of additional parking facilities, the expansion and improvement of other portions of the Existing Facilities and the acquisition of additional equipment.
"Rate Period" means the period from and including December 1 in any calendar year, to and including November 30 in the next succeeding calendar year; provided that the final Rate Period for the Bonds shall end on the maturity date of the Bonds or on the date immediately preceding the Fixed Rate Date.
"Record Date" means, with respect to any Interest Payment Date for Bonds, the May 15 or November 15 next preceding such Interest Payment Date, or if such day is not a Business Day, then the next succeeding Business Day.
"Redemption Account" means the special account designated "University of Virginia Fixed/Adjustable Rate Hospital Revenue Bonds (Series B) Redemption Account" created in the Redemption Fund pursuant to Section 603 hereof.
"Redemption Year" means the year which is the last full year of the period of years which is one-third the remaining term of the Bonds (rounding up fractions of years) after the Fixed Rate Date.
"Reimbursement Agreement" means the Letter of Credit and Reimbursement Agreement, dated as of November 1, 1984, between the Bank and the University pursuant to which the Credit Facility is issued.
"Remarketing Agent" means the remarketing agent appointed pursuant to Section 803 hereof.
"Reserve Account" means the special account designated "University of Virginia Fixed/Adjustable Rate Hospital Revenue Bonds (Series B) Reserve Account" created in the Reserve Fund pursuant to Section 601 hereof.
"Reserve Account Requirement" means, as of any date of calculation prior to the Fixed Rate Date, an amount equal to the amount of interest to accrue on the Bonds outstanding on such calculation date during the eleven-month period beginning on such calculation date, assuming that the Bonds bear an interest rate equal to the Maximum Interest Rate throughout their life and, as of any date of calculation from and after the Fixed Rate Date, an amount equal to the maximum Principal and Interest Requirements for the Bonds.
"Resolution" means the Master Resolution, as supplemented by this Series Resolution, adopted by the Executive Committee of the Board on November 30, 1984, together with all resolutions supplemental and amendatory thereto as therein permitted.
"Series Resolution" means this Series Resolution, adopted by the Executive Committee of the Board on November 30, 1984, together with all resolutions supplemental and amendatory hereto.
"Sinking Fund Account" means the special account designated "University of Virginia Fixed/Adjustable Rate Hospital Revenue Bonds (Series B) Sinking Fund Account" created in the Sinking Fund pursuant to Section 602 hereof.
"Sinking Fund Requirement" means, for any December 1, the principal amount fixed or computed for such date as hereinafter provided for the retirement of Bonds of any stated maturity on such date by purchase, redemption or payments.
The Sinking Fund Requirement for the Bonds of each stated maturity shall be initially the respective principal amounts of such Bonds for each December 1 as fixed pursuant to Section 501(d) hereof. The aggregate amount of the Sinking Fund Requirement for the Bonds shall be equal to the aggregate principal amount of the Bonds.
If during any 12-month period ended November 30 the total principal amount of Bonds of a stated maturity retired by purchase or redemption under the provisions of this Resolution shall be greater than the amount of the Sinking Fund Requirement for such Bonds, the subsequent Sinking Fund Requirements for the Bonds of such stated maturity shall be reduced in such amount aggregating the amount of such excess as the Vice President for Business and Finance of the University shall specify in a certificate filed with the State Treasurer prior to the next ensuing January 1.
"Substitute Credit Facility" means any validly issued irrevocable letter of credit expiring on December 14 of any year commencing in the Effective Year, payable to the Paying Agent, containing substantially the same terms as the Credit Facility delivered to the Paying Agent pursuant to Section 401 hereof.
"Tender Date" means, (i) with respect to Bonds deemed to have been tendered pursuant to Section 204(c) hereof, the Fixed Rate Date, (ii) with respect to Bonds deemed to have been tendered pursuant to Section 402 hereof, the Alternate Credit Date, (iii) with respect to Bonds deemed to have been tendered pursuant to Section 403 hereof, the Mandatory Tender Date, (iv) with respect to Bonds delivered for purchase or deemed to have been tendered pursuant to Section 206(a) hereof, any December 1, commencing for the 2010 Bonds on December 1, 1987, for the 2014 Bonds on December 1, 1988 and for the 2018 Bonds on December 1, 1989, prior to the Fixed Rate Date, and (v) with respect to Bonds deemed to have been tendered pursuant to Section 801 hereof, the Amendment Date, as the context requires.
"Tendered Bank Bond" means any Bank Bond purchased and held by the Bank or its nominee from funds provided by a Tender Drawing (as defined in the Reimbursement Agreement).
"Tendered Bonds" means any Bonds deemed to have been tendered pursuant to Sections 204(c), 206(a)(ii), 402, 403 or 801 hereof.
"2010 Bonds" means the Bonds stated to mature on December 1, 2010.
"2014 Bonds" means the Bonds stated to mature on December 1, 2014.
"2018 Bonds" means the Bonds stated to mature on December 1, 2018.
SECTION 102. Use of Words and Phrases.
Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall otherwise indicate, the words "Bonds", "owner", "Holder" and "person" shall include the plural as well as the singular number, the word "person" shall include corporations and associations, including public bodies, as well as natural persons, and the word "Holder" when used herein with respect to Bonds issued hereunder shall mean the Holder of Bonds at the time issued and Outstanding hereunder.
| Board of Visitors minutes November 30, 1984 | |