 | Board of Visitors minutes November 30, 1984 |  |
ARTICLE VIII. AMENDMENTS AND SUPPLEMENTS
SECTION 801. Amendments without Consent of Holders.
(a) While the Credit Facility or any Substitute Credit Facility or Alternate Credit Facility is in effect, this Series Resolution may be amended or supplemented at any time, without consent of the Holders, provided that the University shall first have received an opinion of Bond Counsel that such amendment would not adversely affect the exemption from federal income tax of interest on the Bonds and that the University shall have notified the Paying Agent of such amendment at least sixty (60) days prior to the effective date of such amendment. Any amendment pursuant to this Section 801, other than to take action with respect to matters set forth in Section 1001 of the Master Resolution or to increase the Maximum Interest Rate on the Bonds, shall only take effect on any December 2, commencing December 2 in the Effective Year.
(b) Notice of any such amendment (other than an amendment pursuant to Section 1001 of the Master Resolution or to increase the Maximum Interest Rate on the Bonds) will be mailed by first-class mail by the Paying Agent to Moody's and to each Holder at his address as shown on the registration books on or before the second Business Day following the Determination Date next preceding the Amendment Date, concurrently with the notice required to be mailed by the Paying Agent to all Holders pursuant to Section 203(b) hereof. Such notice shall state (i) the nature of the amendment, (ii) that the amendment becomes effective on the December 2 following the Amendment Date, (iii) that all Holders who wish to continue to own Bonds after the Amendment Date must give notice to that effect to the Paying Agent no later than 4:00 P.M., New York time, on the November 15 prior to the Amendment Date or be deemed to have tendered their Bonds for purchase and (iv) that any Holders that are deemed to have tendered their Bonds shall not be entitled to any payment (including any interest to accrue subsequently to the Amendment Date) other than the purchase price for such Bonds which shall be equal to the unpaid principal amount of such Bonds, and such Bonds shall no longer be entitled to the benefits of the Resolution except for the purpose of payment of the purchase price therefor, which payment shall be made only upon the surrender of such Bonds at the principal corporate trust office of the Paying Agent.
(c) Any Holder desiring to retain Bonds after the Amendment
Date must notify the Paying Agent in writing received not later
than the November 15 prior to the Amendment Date. Said notice
shall state in substance:
- (1) The numbers and principal amounts of the Bonds which the holder wishes to retain after the Amendment Date; and
- (2) A statement that the Holder wishes to continue to hold the Bonds specified in (1) above; and
- (3) The Holder is aware that the rating assigned to the Bonds by Moody's may be reduced or changed.
(d) Notwithstanding the foregoing, so long as the Credit Facility shall be in effect, neither the Master Resolution nor this Series Resolution shall be amended without the prior written consent of the Bank.
Section 802. Amendments of Resolutions Prior to Delivery of Bonds.
Prior to the delivery of the Bonds, the Vice President for Business and Finance of the University may make such technical changes to the Master Resolution and this Series Resolution as shall be necessary to reflect accurately all negotiations among the University, the State Treasurer, Goldman Sachs & Co., the Bank and the Paying Agent with respect to the structuring of the financing for the Project, including, specifically, the terms and provisions of the Bonds; provided, however, that no such amendment shall increase the principal amount of the Bonds or the Maximum Interest Rate thereon beyond the amount and rate specified in the October 5, 1984 resolution of the Board authorizing the issuance of the Bonds.
| Board of Visitors minutes November 30, 1984 | |