 | Board of Visitors minutes November 30, 1984 |  |
ARTICLE II.
FORM, EXECUTION, DELIVERY,
REGISTRATION, TENDER AND PAYMENT OF BONDS
SECTION 201. Form of Bonds.
The definitive Bonds issued under the provisions of Section 202 of this Article shall be substantially in the form hereinafter set forth, with such appropriate variations, omissions or insertions as are permitted or required by the Resolution.
[Form of Front of Bond]
United States Of America
Commonwealth Of Virginia
THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA
FIXED/ADJUSTABLE RATE HOSPITAL REVENUE BOND
(SERIES B)
| No.__________ | $__________ |
| MATURITY DATE | CUSIP |
The Rector and Visitors of the University of Virginia (herein sometimes called 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 or registered assigns, on the maturity date set forth above (except as hereinafter provided with respect to Bank Bonds, as defined herein) (or earlier as hereinafter set forth), upon the presentation and surrender hereof at the principal corporate trust office of Bank of Virginia Trust Company, Richmond, Virginia (the "Paying Agent"), the principal sum of DOLLARS. The University also promises to pay, solely from such sources, from the interest payment date next preceding the date on which it is authenticated unless it is authenticated on an interest payment date, in which event it shall bear interest from such date, or it is authenticated prior to June 1, 1985, in which event it shall bear interest from its date, payable (except as hereinafter provided with respect to any Bank Bonds) on June 1, 1985 and semi-annually thereafter on June 1 and December 1 of each year,
This Bond and the interest hereon are limited obligations of the University, and the University shall not be obligated to pay the principal of or interest on this Bond except from the Net Revenues of the University of Virginia Hospital all as provided in the Resolution and, as to principal only, the proceeds of drawings by the Paying Agent under the Credit Facility (as defined herein). This Bond 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 Bond or other costs incident thereto 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 Bond or other costs incident thereto.
Reference is hereby made to the further provisions of this Bond set forth on the reverse side hereof and such further provisions shall for all purposes have the same effect as if set forth on the front side hereof.
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 Bond have happened, exist and have been performed as so required.
IN WITNESS WHEREOF, The Rector and Visitors of the University of Virginia has caused this Bond to be issued in its name and caused this Bond to bear the facsimile signatures of its Rector
CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This Bond is one of the Bonds described in the within-mentioned Resolution.
BANK OF VIRGINIA TRUST COMPANY,
Paying Agent
[Form of Back of Bond]
This Bond is one of a duly authorized issue of Bonds of the University aggregating One Hundred Ten Million Dollars ($110,000,000) in principal amount, known as "Fixed/Adjustable Rate Hospital Revenue Bonds (Series B)" (the "Bonds"), issued under and pursuant to a resolution adopted by the Executive Committee of the Board of Visitors of the University (the "Board") on November 30, 1984 (the "Master Resolution"), as supplemented by a Series Resolution adopted by the Executive Committee on November 30, 1984 (the "Series Resolution") (said Master Resolution, as supplemented, being herein called the "Resolution"). This Bond is issued and the Resolution was adopted under and pursuant to the Constitution and laws of the Commonwealth of Virginia, particularly Chapter 3, Title 23, Code of Virginia, 1950, as amended (herein called the "Act"). Reference is hereby made to the Resolution for the provisions, among others, with respect to the custody and application of the proceeds of Bonds issued under the Resolution, the collection and disposition of revenues, the funds charged with and pledged to the payment of the interest on and the principal of the Bonds, the nature and extent of the security, the terms and conditions on which the Bonds are or other series of bonds may be issued, the rights, duties and obligations of the University and the rights of the holders of the Bonds. Capitalized terms not defined herein shall be as defined in the Resolution. By the acceptance of this Bond, the holder hereof assents to all of the provisions of the Resolution.
The Resolution provides for the issuance from time to time, under the conditions, limitations and restrictions therein set forth, of additional series of Bonds.
As additional security for the payment of principal of and interest on the Bonds until the Fixed Rate Date, the University has caused to be delivered to the Paying Agent an irrevocable
In the event the University elects to convert the Bonds to a fixed interest rate or is unable to arrange for the extension of the Credit Facility or any Substitute Credit Facility prior to the expiration date thereof (unless such date is after the Fixed Rate Date or after the final maturity of the Bonds) on substantially the same terms as originally issued, or if at any time the University proposes to obtain an Alternate Credit Facility or to amend the Series Resolution in certain respects, the Paying Agent shall give, or cause to be given, written notice to the holders prior to the Fixed Rate Date, the expiration date of the Credit Facility or Substitute Credit Facility, the effective date of the proposed Alternate Credit Facility or the amendment to the Series Resolution. THE HOLDER OF THIS BOND, BY ACCEPTANCE HEREOF, AGREES TO SELL THIS BOND TO THE PAYING AGENT ON THE FIXED RATE DATE, ON THE ALTERNATE CREDIT DATE AND ON THE AMENDMENT DATE (UNLESS SUCH HOLDER DELIVERS NOTICE OF ITS ELECTION TO RETAIN THIS BOND TO THE PAYING AGENT BY THE FIFTEENTH DAY PRIOR TO SUCH DATE), AT A PRICE
Except as otherwise provided with respect to Bank Bonds, the Bonds that are stated to mature on December 1, 2010 shall bear interest to and including November 30, 1987, at the rate of seven and fifty hundredths percent (7.50%) per annum, the Bonds that are stated to mature on December 1, 2014 shall bear interest to and including November 30, 1988 at the rate of seven and seventy-five hundredths percent (7.75%) per annum, and the Bonds that are stated to mature on December 1, 2018 shall bear interest to and including November 30, 1989, at the rate of eight percent (8.00%) per annum. Thereafter, unless the Bonds shall have been converted to bear the Fixed Interest Rate (as hereinafter defined), the Bonds shall bear interest at a rate per annum equal to the Adjustable Interest Rate for each period from and including December 1 in each year to and including November 30 in the next succeeding year (each of which 12-month periods is herein called a "Rate Period"), which shall be determined as hereinafter described:
Prior to establishing the Adjustable Interest Rate, a Preliminary Adjustable Interest Rate shall be determined. The Preliminary Adjustable Interest Rate for each Rate Period will be a rate determined by the Remarketing Agent on the Business Day next preceding November 1 in each year prior to the Fixed Rate Date in which an Adjustable Interest Rate is to be established (the "Determination Date") to be that rate which, in the judgment of the Remarketing Agent based on prevailing market rates, such judgment to be exercised in its sole discretion, is the minimum rate necessary for the Remarketing Agent (initially Goldman, Sachs & Co.) to sell all of the Bonds which may be delivered to the Paying Agent or deemed to have been tendered for purchase pursuant to the Resolution at par on the first day of such Rate Period.
On each Determination Date the Remarketing Agent shall notify the Paying Agent and the University of the Preliminary Adjustable Interest Rate for the next succeeding Rate Period by telephone or other telecommunications device and shall confirm such notice in writing as soon as practicable thereafter. Notice of such Preliminary Adjustable Interest Rate shall be mailed by first-class mail by the Paying Agent to each holder of Bonds that will bear interest at the Adjustable Interest Rate for the next Rate Period at his address as shown on the registration books on or before the second Business Day following such Determination Date. Such notice shall state (i) that the interest rate on the Bonds will be adjusted as of the next succeeding December 1 and (ii) the Preliminary Adjustable Interest Rate.
The Adjustable Interest Rate effective for each Rate Period prior to the Fixed Rate Date shall be a rate established by the Remarketing Agent on the third Business Day next preceding each Rate Period and shall be determined as hereinafter described. If no Bonds shall have been properly delivered to the Paying Agent or deemed to have been tendered for purchase on the first day of such Rate Period, the interest rate borne by all Bonds for such Rate Period will be a rate per annum equal to the Preliminary Adjustable Interest Rate determined for such Rate Period. If any Bonds shall have been properly delivered to the Paying Agent for purchase or deemed to have been tendered on the first day of such Rate Period, the interest rate borne for all Bonds for such Rate Period will be a rate determined by the Remarketing Agent to be that rate which, in the judgment of the Remarketing Agent based on prevailing market rates, such judgment to be exercised in its sole discretion, is the minimum rate necessary for the Remarketing Agent to sell all of the Bonds so delivered at par on the first day of such Rate Period.
On the Business Day following the determination of the Adjustable Interest Rate for the next succeeding Rate Period the Remarketing Agent shall notify the Paying Agent and the University of such Adjustable Interest Rate for such period by telephone or other telecommunications device and shall confirm such notice in writing as soon as practicable thereafter. Notice of the Adjustable Interest Rate for each Rate Period shall be mailed by first-class mail by the Paying Agent to each holder of Bonds on or before the second Business Day after its determination.
As to Bonds which are not Bank Bonds, in no event shall the Adjustable Interest Rate exceed fifteen percent (15%) per annum (the "Maximum Interest Rate") unless the University shall have amended the Resolution to approve a higher Maximum Interest Rate or be less than the Preliminary Adjustable Interest Rate.
If (i) the State Treasurer, the Bank, the Paying Agent and the Remarketing Agent shall have received a notice from the University given not less than 45 days in advance of December 1 in the Effective Year or in any year thereafter to the effect that the University elects to convert all of the Bonds to a Fixed Interest Rate on the next Fixed Rate Date together with an Opinion of bond counsel that such conversion will not cause interest on the Bonds to be subject to federal income tax, or (ii) at least forty-five (45) days prior to the expiration date of the Credit Facility, or any Substitute Credit Facility or Alternate Credit Facility, the University shall not have delivered a new Substitute Credit Facility or Alternate Credit Facility to the Paying Agent in accordance with the provisions of the Resolution, a Fixed Interest Rate for the Bonds of each stated maturity shall be established at a rate computed as hereinafter set forth on the next Fixed Rate Date.
Prior to establishing a Fixed Interest Rate for the Bonds of each stated maturity, a Preliminary Fixed Interest Rate for the Bonds of each stated maturity shall be determined by the Remarketing Agent. The Preliminary Fixed Interest Rate for the Bonds of each stated maturity will be that rate which, in the judgment of the Remarketing Agent based on prevailing market rates, such judgment to be exercised in its sole discretion, is the minimum rate necessary for the Remarketing Agent to sell all of the Bonds of such maturity deemed to have been tendered at par on the Fixed Rate Date. On the Determination Date, the Remarketing Agent shall notify the Paying Agent and the State Treasurer of each Preliminary Fixed Interest Rate by telephone or other telecommunications device and shall confirm such notice in writing as soon as practicable thereafter. Notice of the Preliminary Fixed Interest Rates will be mailed by first class mail by the Paying Agent to each holder of Bonds at his address as shown on the registration books on or before the second Business Day following such Determination Date. Such notice shall (i) specify the Fixed Rate Date, (ii) state that after the Fixed Rate Date the holders shall no longer be entitled to deliver Bonds for purchase pursuant to the Series Resolution and that funds provided by the Credit Facility will no longer be available to pay principal on the Bonds, (iii) state, if available, what the Moody's rating on the Bond will be after the Fixed Rate Date, (iv) state that the interest rate on the Bonds of each stated maturity will be converted as of the Fixed Rate Date to be the Preliminary Fixed Interest Rate for such maturity or, if higher, the Fixed Interest Rate for such maturity determined as provided in the Series Resolution and that such rate will remain in effect from and including the Fixed Rate Date until payment of the principal or redemption price of the Bonds of such maturity shall have been made or provided for in accordance with the Series Resolution, whether at maturity, upon redemption or otherwise, (v) state the
The Remarketing Agent shall determine the Fixed Interest Rate for the Bonds of each stated maturity on the third Business Day next preceding the Fixed Rate Date as hereinafter described. If no Bonds of a stated maturity shall be deemed to have been tendered to the Paying Agent for purchase on the Fixed Rate Date, the interest rate borne by all Bonds of such stated maturity will be a rate per annum equal to the Preliminary Fixed Interest Rate for the Bonds of such stated maturity. If any Bonds of a stated maturity shall be deemed to have been tendered to the Paying Agent for purchase on the Fixed Rate Date, the interest rate borne by all Bonds of such stated maturity will be a rate determined by the Remarketing Agent to be that rate, which, in the judgment of the Remarketing Agent based on prevailing market rates, such judgment to be exercised in its sole discretion, is the minimum rate necessary for the Remarketing Agent to sell all Bonds of such stated maturity deemed to have been tendered at par on the Fixed Interest Date.
On the Business Day following the determination of the Fixed Interest Rates the Remarketing Agent shall notify the Paying Agent and the University of the Fixed Interest Rates by telephone or other telecommunications device and shall confirm such notice in writing as soon as practicable thereafter. Notice of the Fixed Interest Rates shall be mailed by first-class mail by the Paying Agent to each holder of Bonds on or before the second Business Day after their determination.
The determination of the Adjusted Interest Rate and the Fixed Interest Rates by the Remarketing Agent shall be conclusive and binding upon the holders of the Bonds.
On any December 1 commencing December 1, 1987 with respect to Bonds maturing in 2010, December 1, 1988 with respect to Bonds maturing in 2014 and December 1, 1989 with respect to Bonds maturing in 2018, prior to the Fixed Rate Date, any Bond (other
In the event that any Bonds tendered or deemed to have been tendered are not delivered to the Paying Agent on the appropriate tender date, no further interest on such Bonds shall be payable to the prior holders thereof after such tender date. Any such Bonds shall be deemed to have been sold by such prior holders and such prior holders shall have recourse solely to the funds held by the Paying Agent for the purchase of such Bonds, and the Paying Agent shall not recognize any further transfer of such Bonds by such prior holder.
The Bonds are subject to optional redemption prior to and on the Fixed Rate Date, at the option of the University, on any Interest Payment Date on or after December 1, 1987 with respect to Bonds maturing in 2010, December 1, 1988 with respect to Bond maturing in 2014 and December 1, 1989 with respect to Bonds maturing in 2018, in whole or in part, at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the redemption date.
After the Fixed Rate Date, the Bonds shall be subject to optional redemption by the University on or after December 1 of the Redemption Year, in whole at any time or in part on any Interest Payment Date, less than all of such Bonds to be selected in such manner as the Paying Agent may determine, at the redemption prices set forth below:
| Period (both dates inclusive) | Redemption Price |
| December 1 of the Redemption Year, through November 30 of the first year following the Redemption Year | 102% |
| December 1 of the first year following the Redemption Year, through November 30 of the second Year following the Redemption Year | 101 |
| December 1 of the second year following the Redemption Year, and thereafter | 100 |
The Bonds are subject to mandatory redemption on December 1 of the years 2002 to 2018, inclusive, in an amount equal to the Sinking Fund Requirement (as defined in the Series Resolution) at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the redemption date.
The principal amount of Bonds which are Bank Bonds purchased upon the optional or mandatory tender thereof (the "Tendered Bank Bonds") (other than Bonds purchased upon the mandatory tender thereof following an event of default under the Reimbursement Agreement shall be payable by the University to the Bank on the earliest of the date of maturity, mandatory redemption or remarketing of such Bank Bonds. The principal amount of Tendered Bank Bonds which is unpaid at the termination of the Credit Facility shall be due and payable in six semiannual installments in amounts equal to the amount necessary, assuming a rate of interest of ten percent (10%) per annum on the basis of a 365/366 day year, to result in six approximately equal payments of principal and such assumed interest. Interest on such Tendered Bank Bonds shall be payable at the time of payment of the principal amount thereof and on the first Business Day of each month. The principal amount of Bonds which are Bank Bonds purchased upon the payment thereof on the date of maturity or redemption (the "Principal Bank Bonds") shall be due and payable immediately upon the purchase thereof and interest thereon shall be payable upon demand. Principal of and interest on Tendered Bank Bonds purchased upon the mandatory tender thereof following an event of default under the Reimbursement Agreement shall be payable at the demand of the Bank. Such Tendered Bank Bonds shall bear interest at the Bank Default Rate. Other Tendered Bank Bonds shall bear interest at the Tendered Bank Bond Interest Rate and Principal Bank Bonds shall bear interest at the Bank Default Rate. The Bank Default Rate shall equal the rate announced by the Bank from time to time as its prime lending rate for commercial loans in the United States (the "Prime Lending Rate") plus 2% per annum on the basis of a 365/366-day year. The Tendered Bank Bond Interest Rate shall equal (i) for the period commencing on the date of delivery of a Bank Bond to the Bank or its designee to and including the date 30 days thereafter, the lesser of (x) the sum of 100% of the Federal Funds Rate (as defined in the Resolution) in effect from time to time plus 1/2 of 1% per annum calculated on the basis of a 360-day year and (y) 100% of the Prime Lending Rate in effect from time to time calculated on the basis of a 365/366-day
Bank Bonds shall be selected first upon an optional or mandatory redemption of less than all of the Bonds.
The Bonds are issuable as fully registered Bonds in denominations of $5,000 or any whole multiple thereof. Bonds may be exchanged at the principal corporate trust office of the Paying Agent, in the manner and subject to the limitations and conditions provided in the Resolution, for an equal aggregate principal amount of Bonds of the same maturity, bearing interest at the same rate and of any authorized denominations.
The transfer of this Bond is registrable by the registered owner hereof in person or by his attorney or legal representative at the principal corporate trust office of the Paying Agent, but only in the manner and subject to the limitations and conditions provided in the Resolution and upon surrender and cancellation of this Bond. Upon any such registration of transfer, the University shall execute and the Paying Agent shall authenticate and deliver in exchange for this Bond a new Bond or Bonds, registered in the name of the transferee, of authorized denominations, in an aggregate principal amount equal to the principal amount of this Bond.
The registered owner of this Bond shall have no right to enforce the provisions of the Resolution or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Resolution, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Resolution and except that any registered owner may institute action to enforce the payment of the principal of or the interest of his Bond.
Upon the occurrence of certain events, and on the conditions, in the manner and with the effect set forth in the Resolution, the principal of all Bonds then outstanding under the Resolution may become or may be declared due and payable before their stated maturity, together with the interest accrued thereon.
Modifications or alterations of the Resolution may be made only to the extent and in the circumstances permitted by the Resolution.
Neither the members of the Board nor any person executing this Bond are liable personally hereon or subject to any personal liability or accountability by reason of the issuance hereof.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Resolution until it shall have been authenticated by the execution by the Paying Agent of the certificate of authentication endorsed hereon.
[FORM OF ASSIGNMENT]
ASSIGNMENT
FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto [Please print or Typewrite Name and Address of Transferee] the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises.
Dated:
NOTICE: The signature to the Assignment and the Notice of Election must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.
[FORM OF NOTICE OF DEMAND FOR PURCHASE AND
ASSIGNMENT TO APPEAR ON BONDS]
NOTICE OF ELECTION REGARDING DEMAND FOR
PURCHASE OF BOND AT BONDHOLDER OPTION
AND ASSIGNMENT
The undersigned (a) hereby certifies that he is the holder and lawful registered owner of this Bond on the date shown below as the "Date of Exercise of Bondholder Option", (b) hereby gives notice to the Paying Agent of the exercise by the undersigned of its option to have this Bond purchased on the purchase date indicated below pursuant to the terms of the Resolution, and (c) in order to exercise said option, hereby tenders and delivers this Bond to the Paying Agent for purchase on the purchase date designated below for a purchase price equal to the sum of 100% of the principal amount hereof.
Name and Address of Bondholder:
Date of Exercise of Bondholder Option:
Purchase Date:
Signature of Bondholder:
Signature Guaranteed by:
SECTION 202. Issuance of Bonds.
There shall be issued under the Series Resolution and secured by the Resolution Bonds of the University in the aggregate principal amount of One Hundred Ten Million Dollars ($110,000,000) for the purpose of providing funds, with other available funds, for financing the cost of the Project. Said Bonds shall be designated "The Rector and Visitors of the University of Virginia Fixed/Adjustable Rate Hospital Revenue Bonds (Series B)", shall be dated as of November 1, 1984, shall bear interest as hereinafter provided, payable on each Interest Payment Date and shall mature, subject to the right of prior redemption as hereinafter set forth, on December 1 in each of the years and in the amounts set forth below:
| Amount | Due |
| $40,000,000 | 2010 |
| 30,000,000 | 2014 |
| 40,000,000 | 2018 |
The principal of Tendered Bank Bonds (other than Bonds purchased upon the mandatory tender thereof following an event of default under the Reimbursement Agreement) shall be payable by the University to the Bank on the earliest of the date of maturity, mandatory redemption or remarketing of such Tendered Bank Bonds. The principal amount of Tendered Bank Bonds which is unpaid at the termination of the Credit Facility shall be due and payable in six semiannual installments in amounts equal to the amount necessary, assuming a rate of interest of ten percent (10%) per annum on the basis of a 365/366 day year, to result in six approximately equal payments of principal and such assumed interest. Interest on such Tendered Bank Bonds shall be payable at the time of payment of the principal amount thereof and on the first Business Day of each month. Principal Bank Bonds shall be due and payable immediately upon the purchase thereof, and interest thereon shall be payable upon demand. Principal of and interest on Tendered Bank Bonds purchased upon the mandatory tender thereof following an event of
The Bonds shall be issued in denominations of $5,000 or any multiple thereof.
- The proceeds (including accrued interest) of the Bonds, together with any amounts received from the University, shall be applied by the State Treasurer, simultaneously with the delivery of the Bonds, as follows:
- (1) to the credit of the Interest Account, an amount equal to the interest accruing on the Bonds from November 1, 1984 to March 1, 1988;
- (2) to the credit of the Reserve Account, an amount equal to the Reserve Account Requirement; provided, however, that any of the proceeds of the Bonds deposited to the credit of the Reserve Account shall be deposited in the Proceeds Subaccount, and any amounts received from the University deposited to the credit of the Reserve Account shall be deposited to the credit of the Equity Subaccount; and
- (3) to the credit of the Construction Fund, the balance of said proceeds.
SECTION 203. Determination of Adjustable Interest Rate.
(a) For the period ending November 30, 1987, the 2010 Bonds shall bear interest at the rate of seven and fifty hundredths percent (7.50%) per annum. Thereafter, for each Rate Period prior to the Fixed Rate Date, the interest rate on the 2010 Bonds shall be a rate per annum equal to the Adjustable Interest Rate, which shall be determined as hereinafter provided. For the period ending November 30, 1988, the 2014 Bonds shall bear interest at the rate of seven and seventy-five hundredths percent (7.75%) per annum. Thereafter, for each Rate Period prior to the Fixed Rate Date, the interest rate on the 2014 Bonds shall be a rate per annum equal to the Adjustable Interest Rate, which shall be determined as hereinafter provided. For the period ending November 30, 1989, the 2018 Bonds shall bear interest at the rate of eight percent (8.00%) per annum. Thereafter, for each Rate Period prior to the Fixed Rate Date, the interest rate on the 2018 Bonds shall be at a rate per annum equal to the Adjustable Interest Rate, which shall be determined as hereinafter provided.
(b) Prior to establishing the Adjustable Interest Rate, a Preliminary Adjustable Interest Rate shall be determined. The Preliminary Adjustable Interest Rate for each Rate Period will be a rate determined by the Remarketing Agent on the Business Day next preceding November 1 in each year (the "Determination Date"), commencing in the year 1987, prior to the Fixed Rate Date to be that rate which, in the judgment of the Remarketing Agent based on prevailing market rates, such judgment to be exercised in its sole discretion, is the minimum rate necessary for the Remarketing Agent to sell all of the Bonds which may be delivered to the Paying Agent for purchase pursuant to Section 206(a) (i) hereof or deemed to have been tendered for purchase pursuant to Sections 206(a)(ii), 402 and 801 hereof at par at 10:00 A.M., New York time, on the first day of such Rate Period.
Prior to Noon, New York time, on each Determination Date the Remarketing Agent shall notify the Paying Agent and the University of the Preliminary Adjustable Interest Rate for the next succeeding Rate Period by telephone or other telecommunications device and shall confirm such notice in writing as soon as practicable thereafter. The Paying Agent shall then notify the State Treasurer of such Preliminary Adjustable Interest Rate prior to 5:00 P.M., New York time, on each Determination Date. Notice of such Preliminary Adjustable Interest Rate shall be mailed by first-class mail by the Paying Agent to each Holder at his address as shown on the registration books on or before the second Business Day following such Determination Date. Such notice shall state (i) that the interest rate on the Bonds will be adjusted as of the next succeeding December 1 as provided in the Resolution, but shall in no event be lower than the Preliminary Adjustable Interest Rate and (ii) the Preliminary Adjustable Interest Rate.
The Adjustable Interest Rate effective for each Rate Period prior to the Fixed Rate Date shall be a rate established by the Remarketing Agent on the third Business Day next preceding the first day of such Rate Period and shall be determined as herein-after described. If no Bonds shall have been properly delivered to the Paying Agent or deemed to have been tendered for purchase on the first day of such Rate Period, the Adjustable Interest Rate for such Rate Period will be a rate per annum equal to the Preliminary Adjustable Interest Rate determined for such Rate Period. If any Bonds shall have been properly delivered to the Paying Agent or deemed to have been tendered for purchase on the first day of such Rate Period, the Adjustable Interest Rate for such Rate Period will be a rate determined by the Remarketing Agent to be that rate which, in the judgment of the Remarketing Agent based on prevailing market rates, such judgment to be exercised in its sole discretion, is the minimum rate necessary for the Remarketing Agent to sell all of the Bonds so delivered or
On the Business Day following the determination of the Adjustable Interest Rate for the next succeeding Rate Period the Remarketing Agent shall notify the Paying Agent and the University of such Adjustable Interest Rate for such period by telephone or other telecommunications device and shall confirm such notice in writing as soon as practicable thereafter. The Paying Agent shall then promptly notify the State Treasurer of such Adjustable Interest Rate. Notice of the Adjustable Interest Rate for each Rate Period shall be mailed by first-class mail by the Paying Agent to each Holder on or before the second Business Day after its determination.
(c) In no event shall the Adjustable Interest Rate exceed the Maximum Interest Rate unless the Board shall have amended the Resolution to provide a higher Maximum Interest Rate pursuant to Section 801 hereof.
(d) In addition to bearing interest at the Adjustable Interest Rate, as described herein, Bank Bonds shall bear interest as provided in Section 202 hereof during any period in which such Bank Bonds are held by the Bank or its designee.
(e) The provisions of this Section 203 shall only be applicable prior to the Fixed Rate Date.
SECTION 204. Determination of Fixed Interest Rate.
(a) If (i) the State Treasurer, the Bank, the Paying Agent and the Remarketing Agent shall have received a notice from the University given not less than forty-five (45) days in advance of December 1 in the Effective Year or any December 1 thereafter to the effect that the University elects to convert all of the Bonds to a Fixed Interest Rate on the next Fixed Rate Date, together with an opinion of Bond Counsel that such conversion will not cause interest on the Bonds to be subject to federal income tax, or (ii) at least forty-five (45) days prior to the expiration date of the Credit Facility, or any Substitute Credit Facility or Alternate Credit Facility, the University shall not have delivered a new Substitute Credit Facility or Alternate Credit Facility to the Paying Agent in accordance with the provisions of Sections 401 and 402 hereof, a Fixed Interest Rate for the Bonds of each stated maturity shall be established at a rate computed as hereinafter set forth on the next Fixed Rate Date.
(b) Prior to establishing a Fixed Interest Rate for the Bonds of each stated maturity, a Preliminary Fixed Interest Rate for the Bonds of each stated maturity shall be determined by the Remarketing Agent on the Determination Date next preceding the
The Remarketing Agent shall determine the Fixed Interest Rate for the Bonds of each stated maturity on the third Business Day next preceding the Fixed Rate Date as hereinafter described. If no Bonds of a stated maturity shall be deemed to have been tendered to the Paying Agent for purchase on the Fixed Rate Date, the Fixed Interest Rate for the Bonds of such stated maturity will be a rate per annum equal to the Preliminary Fixed Interest Rate for the Bonds of such stated maturity. If any Bonds of a stated maturity shall be deemed to have been tendered to the Paying Agent for purchase on the Fixed Rate Date, the Fixed Interest Rate borne by all Bonds of such stated maturity will be a rate determined by the Remarketing Agent to be that rate, which, in the judgment of the Remarketing Agent based on prevailing market rates, such judgment to be exercised in its sole discretion, is the minimum rate necessary for the Remarketing Agent to sell all Bonds of such stated maturity deemed to have been tendered at par at 10:00 A.M., New York time, on the Fixed Interest Date.
On the Business Day following the determination of the Fixed Interest Rates the Remarketing Agent shall notify the Paying Agent and the University of the Fixed Interest Rates by telephone or other telecommunications device and shall confirm such notice in writing as soon as practicable thereafter. The Paying Agent shall then promptly notify the State Treasurer of the Fixed Interest Rates. Notice of the Fixed Interest Rates shall be mailed by first-class mail by the Paying Agent to each holder of Bonds on or before the second Business Day after their determination.
(c) Any Holder desiring to retain Bonds after the Fixed Rate
Date must notify the Paying Agent in writing received not later
than the November 15 prior to the Fixed Rate Date. Said notice
shall state in substance:
- (1) The numbers and principal amounts of the Bonds which the Holder wishes to retain after the Fixed Rate Date;
- (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) In no event shall any Fixed Interest Rate exceed the Maximum Interest Rate unless the Board shall have amended the
(e) In addition to bearing interest at the Fixed Interest Rate as described above, Bank Bonds shall bear interest as provided in Section 202 hereof during any period in which such Bank Bonds are held by the Bank or its designee.
SECTION 205. Determination of Interest Rates Generally.
The determination of each Adjustable Interest Rate and the Fixed Interest Rates by the Remarketing Agent shall be conclusive and binding upon the State Treasurer, the Bank, the University, the Holders and the Paying Agent. Failure by the Paying Agent to give any notice required hereunder, or any defect therein, shall not affect the interest rate borne by the Bonds or the rights of the Holders pursuant to Section 206 hereof.
SECTION 206. Purchase of Bonds.
(a) (i) In the case of any Holder other than the Holder of Bank Bonds, on 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, including the Fixed Rate Date, any Bond shall be purchased by the Paying Agent upon the demand of the holder thereof, at a purchase price equal to the principal amount thereof, if such Bond, together with a properly completed Notice of Election Regarding Demand For Purchase of Bond at Bondholder Option and Assignment in substantially the form hereinabove set forth executed by such Holder, shall have been delivered to the Paying Agent at its principal corporate trust office, not earlier than October 15 and not later than four o'clock p.m., New York time on the November 15 (or the next succeeding Business Day, if such November 15 is not a Business Day) next preceding such December 1.
(ii) In the case of any Holder that is a registered investment company, on 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, including the Fixed Rate Date, any Bond shall be purchased by the Paying Agent upon the demand of the holder thereof, at a purchase price equal to the principal amount thereof, if a properly completed Notice of Election Regarding Demand For Purchase of Bond at Bondholder Option and Assignment in substantially the form hereinabove set forth executed by such holder shall have been delivered to the Paying Agent at its principal corporate trust office, not earlier than October 15 and not later than four o'clock p.m., New York time, on the November 15 (or the next succeeding Business Day, if such November 15 is not a Business day) next preceding such December 1. Such notice shall be irrevocable and upon receipt of such notice by the Paying Agent, the Holder of any Bond with respect to which such notice was given shall be deemed to have
(b) Bonds tendered for purchase in accordance with the foregoing shall be remarketed in accordance with Sections 301(c) and (d) hereof. The purchase of such Bonds shall not extinguish the debt represented thereby.
(c) After the Fixed Rate Date, Holders shall have no right to tender Bonds for purchase.
(d) In the case of Bonds deemed to have been tendered pursuant to Section 403 only, if the Mandatory Tender Date shall be a date other than June 1 or December 1, the purchase price of such Bonds shall be equal to the principal amount thereof plus accrued interest thereon through the Mandatory Tender Date.
SECTION 207. Rights of Holders of Tendered Bonds.
After the Tender Date applicable to any Tendered Bonds, any Holder of such Tendered Bonds shall not be entitled to any payment (including any interest to accrue subsequently to the applicable Tender Date) other than the purchase price for such Bonds which shall be equal to the unpaid principal amount of such Tendered Bonds (except for Bonds deemed to be tendered pursuant to Section 403 hereof), 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. Payment of the purchase price of any Tendered Bond shall be made only upon the presentment and surrender of such Bond at the principal corporate trust office of the Paying Agent. Any such Bonds shall be deemed to have been sold by such prior Holders and such prior Holders shall have recourse solely to the funds held by the Paying Agent for the purchase of such Bonds, and the Paying Agent shall not recognize any further transfer of such Bonds by such prior Holders. In the case of any Tendered Bond, whether or not such Bond is delivered to the Paying Agent, the University shall cause to be executed, and the Paying Agent shall authenticate and deliver to the new holder in accordance with Section 304 hereof, a new Bond of like date and tenor in lieu of and in substitution for such Tendered Bond. Interest on any such Bonds from such Tender Date shall be payable to the purchaser thereof in accordance with Section 208.
SECTION 208. Payment of Interest on Bonds.
(a) So long as any of the proceeds of the Bonds remain on deposit to the credit of the Interest Account, the State Treasurer shall: (i) not later than the Business Day preceding each Interest Payment Date withdraw from the Interest Account and remit by wire transfer to the Paying Agent an amount sufficient to pay all interest except for Additional Interest or Additional Default Interest coming due
- (b) After the period described in (a) and prior to the Fixed Rate Date, the State Treasurer shall:
- (i) not later than the tenth day next preceding each Interest Payment Date for Bank Bonds only, withdraw from the Special Fund and deposit in the Bank Interest Account, an amount equal to the interest to be paid on Bank Bonds on such Interest Payment Date, assuming that the rate of interest payable on the Bank Bonds during the ten day period preceding such Interest Payment Date shall be equal to the interest rate payable on the Bank Bonds on the date of the deposit;
- (ii) not later than the tenth day next preceding each Interest Payment Date for all Bonds, withdraw from the Special Fund and deposit in the Bank Interest Account an amount equal to the portion of interest to be paid on such Bank Bonds on such Interest Payment Date exceeding the amount of interest payable at the Maximum Interest Rate, assuming that the rate of interest payable on the Bank Bonds during the ten day period preceding such Interest Payment Date shall be equal to the interest rate payable on the date of the deposit; and
- (iii) with respect to any interest payment on Bank Bonds which is payable on demand, the State Treasurer shall, at the demand of the Bank, withdraw from the Special Fund and remit by wire transfer to the Paying Agent for payment to the Bank the amount of interest so payable.
(c) Prior to the Fixed Rate Date, not later than the Business Day preceding an Interest Payment Date for all Bonds, the State Treasurer shall withdraw first from the Interest Account, to the extent it contains Aged Money, and second from the Reserve Account on a first-in first-out basis, and remit by wire transfer to the Paying Agent, an amount sufficient to pay interest on all Bonds which are not Bank Bonds and interest on Bank Bonds in an amount not exceeding the interest payable at the Maximum Interest Rate.
(d) Prior to the Fixed Rate Date, not later than the Business Day preceding an Interest Payment Date for all Bonds, the State Treasurer shall withdraw from the Bank Interest Account and remit by wire transfer to the Paying Agent the amount of interest payable on the Bank Bonds which exceeds interest on such Bank Bonds payable at the Maximum Interest Rate.
(e) Prior to the Fixed Rate Date, not later than the Business Day preceding an Interest Payment Date for Bank Bonds only, the State Treasurer shall withdraw from the Bank Interest Account and remit by wire transfer to the Paying Agent the amount of interest payable on the Bank Bonds.
(f) Not later than the tenth day preceding each Interest Payment Date, the Bank shall notify the University and the State Treasurer by telephone (confirmed in writing), telecopy, computer transmission or other similar means, of the amount of interest payable on Bank Bonds on such Interest Payment Date, assuming that the rate of interest payable on the Bank Bonds shall not change during the ten-day period preceding the Interest Payment Date. Except as provided in (g) below, if the rate of interest payable on the Bank Bonds increases during the ten-day period preceding the Interest Payment Date, the State Treasurer shall withdraw from the Special Fund and remit by wire transfer to the Paying Agent on the Business Day preceding the Interest Payment Date, the amount of any such increase. Except as provided in (g) below, if the rate of interest payable on the Bank Bonds decreases during such ten-day period, the State Treasurer shall deposit the amount of any excess in the Special Fund.
(g) On the third day preceding each Interest Payment Date, the Bank shall notify the University and the State Treasurer by telephone (confirmed in writing), telecopy, computer transmission or similar means, of any change in the rate of interest payable on the Bank Bonds since the giving of the notice described in (f). If there shall be any change in the rate of interest payable on Bank Bonds during the three-day period preceding the Interest Payment Date, the amount of any resulting increase or reduction of interest payable on the Bank Bonds shall be credited or debited, as the case may be, against the interest payable on the Bank Bonds on the next succeeding Interest Payment Date.
(h) After the Fixed Rate Date, the State Treasurer shall, no later than the Business Day preceding each Interest Payment Date, withdraw from the Interest Account and remit by wire transfer to the Paying Agent an amount sufficient to pay all interest including Additional Interest and Additional Default Interest coming due on the Bonds on such Interest Payment Date.
(i) Payment shall be made by the Paying Agent, in the case of Bonds other than Bank Bonds, by check mailed by the close of business on the last day of the month immediately preceding the Interest Payment Date to the registered owner at his address as it appears on the registration books of the Paying Agent as of the close of business on the Record Date immediately preceding the Interest Payment Date and, in the case of Bank Bonds, as provided in Section 2.09 of the Reimbursement Agreement on each Interest Payment Date.
(j) Each notice that the Bank is required to give to the State Treasurer, Commonwealth of Virginia, 101 North 14th Street, James Monroe Building, Richmond, Virginia 23215, shall set forth the manner in which any amounts set forth in such notice were calculated.
SECTION 209. Payment of Principal of Bonds.
(a) Not later than (i) the Business Day preceding each November 20, commencing November 20, 2002, and (ii) the tenth day preceding any date on which principal of Bank Bonds (other than Bank Bonds the principal of which is payable on demand) is due, the Paying Agent shall give notice to the State Treasurer, Commonwealth of Virginia, 101 North 14th Street, James Monroe Building, Richmond, Virginia 23215, of the amount required to pay principal of the Bonds then coming due, whether by mandatory redemption or maturity and the State Treasurer shall thereupon transfer a sum equal to such amount from the Special Fund to the Sinking Fund Account. The State Treasurer shall remit such sums from the Sinking Fund Account to the Paying Agent by wire transfer, from Net Revenues made available by the University, not later than the Business Day preceding the date such sums are due to pay principal of the Bonds.
(b) The Paying Agent shall, no later than 3:00 p.m., New York time, on the Business Day preceding each day on which principal is due prior to and including the Fixed Interest Date, on which principal of the Bonds comes due, whether by optional redemption, mandatory redemption, acceleration or maturity, submit the necessary draw certificates to ensure that, on each December 1 prior to and including the Fixed Rate Date, the Paying Agent shall draw on the Credit Facility or any Substitute Credit Facility or Alternate Credit Facility an amount sufficient to pay the principal of all Bonds other than Bank Bonds becoming due upon presentation and surrender thereof. Prior to and on the Fixed Rate Date, the Paying Agent shall pay all principal coming due on all Bonds other than Bank Bonds, whether at maturity, upon mandatory or optional redemption or upon acceleration, solely from moneys drawn on the Credit Facility or any Substitute Credit Facility or Alternate Credit Facility. No drawing under the Credit Facility or any Substitute Credit Facility or Alternate
(c) Notwithstanding anything to the contrary in the Resolution, Bonds paid or deemed paid with the proceeds of a drawing on the Credit Facility shall be transferred to the Bank in exchange for the proceeds of such drawing and shall not be deemed to be paid for purposes of the Resolution, shall remain Outstanding and shall continue to be an obligation of the University until such time as the principal amount thereof and interest accrued thereon (including Additional Interest and Additional Default Interest) has been paid by the University to the Bank as reimbursement for such drawings. Principal of and interest on the Bank Bonds shall be paid at the times and in the manner set forth in Sections 202, 208 and 209 hereof. Bonds which are not surrendered by the prior Holders thereof on the date of maturity, redemption or purchase thereof shall be entitled only to the amounts held by the Paying Agent for the payment of such Bonds, and the University shall cause to be executed and the Paying Agent shall authenticate and deliver to the Bank or other purchaser of such Bonds, a new Bond of like tenor in lieu of and in substitution for such Bond.
(d) Prior to and on the Fixed Rate Date, within one (1) hour after the Paying Agent has received the money drawn on the Credit Facility to pay principal of all Bonds other than Bank Bonds and the money provided by the State Treasurer pursuant to subsection (a) hereof, the Paying Agent shall notify the Bank that a principal payment is to be made and use the sums received from the State Treasurer pursuant to subsection (a) hereof (i) to reimburse the Bank for such draw and (ii) to pay any principal then due on Bank Bonds.
(e) Following the Fixed Rate Date, within one (1) hour after the Paying Agent has received the money provided by the State Treasurer pursuant to subsection (a) hereof the Paying Agent shall notify the Bank (if it is the Holder of any Bank Bonds) that a principal payment is to be made and shall use the sums received from the State Treasurer pursuant to subsection (a) hereof to pay the principal of the Bonds, including Bank Bonds, when due.
SECTION 210. Payment of Portion of Purchase Price Attributable to Interest.
In the case of Bonds deemed to have been tendered pursuant to Section 403 only, if the Mandatory Tender Date shall be a date other than June 1 or December 1, on the Business Day preceding such Mandatory Tender Date the State Treasurer shall withdraw, first, from the Interest Account to the extent it contains Aged Money, and, second, from the Reserve Account on a first-in-first-out basis, and remit by wire transfer to the Paying Agent an amount sufficient to pay the portion of the
SECTION 211. Default of Bank Under Credit Facility.
If at any time any Bank shall default in its obligation to honor a Principal Drawing or a Tender Drawing (each as defined in the Reimbursement Agreement) under the Credit Facility or any Substitute Credit Facility or Alternate Credit Facility with respect to Bonds of any maturity, the Paying Agent shall no longer be required to purchase Bonds of such maturity that are tendered pursuant to Section 206(a) hereof or deemed to have been tendered pursuant to Sections 204, 402, 403 or 801 hereof and no Holder shall be entitled to any payment with respect to the purchase price of such Bonds from the University. However, notwithstanding any other provisions of this Resolution, beginning on the date of such default by the Bank, all Bonds of such maturity shall bear interest at the rate of fifteen percent (15%) per annum to and including the November 30 following the date on which a new Alternate Credit Facility is obtained pursuant to Section 402 hereof. Thereafter the Bonds shall bear interest at the rate determined in accordance with the other provisions of this Resolution. Upon a Bank default, the University agrees to use its best efforts to obtain an Alternate Credit Facility prior to the next December 1.
SECTION 212. Payment of Principal of Bank Bonds.
Notwithstanding any other provisions of this Resolution, principal of Bank Bonds shall be payable on the dates and in the amounts set forth in the applicable Credit Agreement.
SECTION 213. No Purchase of Bank Bonds.
Notwithstanding any other provisions of this Resolution, the Bank shall not have the right to tender Bank Bonds for purchase pursuant to Section 206 hereof or to be deemed to have tendered its Bank Bonds pursuant to Sections 204(c), 206, 402, 403 or 801 hereof, but the Bank shall be subject to the provisions of Section 305.
| Board of Visitors minutes November 30, 1984 | |