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RESOLUTION AUTHORIZING THE ISSUANCE OF THE RECTOR AND VISITORS OF THE UNIVERSITY OF VIRGINIA HOSPITAL REVENUE REFUNDING BONDS (SERIES E) IN AN AMOUNT NOT TO EXCEED $105,000,000 AND EMPOWERING THE EXECUTIVE COMMITTEE OF THE BOARD OF VISITORS AND THE OFFICERS OF THE UNIVERSITY TO TAKE CERTAIN ACTIONS IN CONNECTION THEREWITH

Mr. S. Buford Scott did not participate in the discussion of this issue and did not vote because of a possible conflict of interest.

• The following resolution was adopted:

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• WHEREAS, by Article 2, Chapter 9, Title 23, Code of Virginia, 1950, as amended, there is created a corporation under the name and style of The Rector and Visitors of the University of Virginia (hereinafter sometimes called the "University"), which University is governed by a Board of Visitors (hereinafter sometimes called the "Board"); and
• WHEREAS, by Chapter 3, Title 23, Code of Virginia, 1950, as amended (hereinafter sometimes called the "Act"), the University is classified as an educational institution, is declared to be a public body and is constituted a governmental instrumentality for the dissemination of education; and
• WHEREAS, by virtue of the Act, the University, with the consent and approval of the General Assembly of the Commonwealth of Virginia and the Governor of the Commonwealth of Virginia, is authorized and empowered
• (a) to build, construct, reconstruct, erect, extend, better, equip and improve any building, facility, addition, extension or improvement of a capital nature required by or convenient for the purposes of the University, including, without limitation, administration, teaching, lecture and exhibition halls, libraries, dormitories, student apartments, faculty dwellings, dining halls, cafeterias, snack bars, laundries, hospitals, laboratories, research centers, infirmaries, field houses, gymnasiums, auditoriums, student unions, recreation centers, stadiums, athletic facilities, garages, parking facilities, warehouses and storage buildings, book and student supplies centers and all buildings, land and any other appurtenances and equipment necessary or desirable in connection therewith or incidental thereto,
• (b) to borrow money and make, issue and sell bonds of the University for any of such purposes, such bonds to be issued and sold through the Treasury Board of the Commonwealth of Virginia (hereinafter sometimes called the "Treasury Board") and to be payable only from any one or more of the revenue sources provided therefor in the Act and pledged for their payment, and

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• (c) to fix and revise from time to time and to charge and collect
• (i) fees, rents and charges for or in connection with the use, occupation or services of each project for which bonds are issued and increases in fees, rents and charges for or in connection with the use, occupation or services of any existing facilities at the University, and
• (ii) fees, rents and charges for or in connection with the use, occupation or services of any existing facilities at the University. and to pledge the same to payment of the principal of and the interest on such bonds; and
• WHEREAS, under date of November 1, 1984, the University issued $40,000,000 Fixed Rate Insured Hospital Revenue Bonds (Series A) (the "Series A Bonds") and $110,000,000 Fixed/Adjustable Rate Hospital Revenue Bonds (Series B) (the "Series B Bonds") for the purpose of providing funds, with any other available funds, to finance the cost of constructing and equipping a hospital to replace the existing University of Virginia Hospital, renovating the existing hospital, constructing additional parking facilities and enlarging, improving and expanding the power plant and other portions of the existing hospital (collectively, the "Project"); and
• WHEREAS, on June 20, 1985, the University issued $95,386,796 Hospital Revenue Refunding Bonds (Series C) (the "Series C Bonds") for the purpose of refunding the Series A Bonds, $30,000,000 Series B Bonds maturing December 1, 2014, and $40,000,000 Series B Bonds maturing December 1, 2018, and
• WHEREAS, the Board has determined to provide for the issuance of additional hospital revenue bonds of the University for the purpose of providing funds, together with other available funds, for refunding all or part of the outstanding Series C Bonds and expanding the replacement hospital portion of the Project; and
• WHEREAS, there have been presented to the Board by officers of the University a plan of finance for providing funds to refund the outstanding bonds described above and expand the replacement hospital portion of the Project and documents related thereto, all of which have been filed in the records of the Board; now, therefore,

BE IT RESOLVED BY THE BOARD OF VISITORS OF THE UNIVERSITY OF VIRGINIA:

1. AUTHORIZATION OF BONDS.

• The Board hereby authorizes, pursuant to the Act, the issuance, execution and sale of bonds of the University (the "Series E Bonds") to finance, together with other available funds, the costs of refunding all or part of the Series C Bonds and expanding the replacement hospital portion of the Project (including (if and to the extent provided in the Series Resolution providing for the issuance of the Series E Bonds) the funding of interest, reserves and costs of issuance) and pursuant to Section 23-19 of the Act hereby provides that the terms and conditions of the Series E Bonds shall be specified by the Executive Committee of the Board (the "Executive Committee"), subject to the following limitations:
• a. Maximum principal amount: $105,000,000.
• b. Maturity: On any date not later than June 1, 2025.
• c. Interest Rate: Any fixed rate not to exceed 8% per annum.
• d. Date of Series E Bonds: Any date not later than December 1, 1988.
• e. Interest payment dates: On any date not more frequently than monthly.
• f. Denominations: Any multiple of $1,000.
• g. Form of Series E Bonds: Registered.
• h. Execution; Medium and Place of Payment: As approved by the Executive Committee consistent with the laws of the Commonwealth.
• i. Redemption: On any date approved by the Executive Committee with a premium not to exceed 4%.
• j. Sale price: At least par minus (1) a bond discount to underwriters not to exceed 2 1/2%, plus (2) if deemed advisable in connection with the marketing of the Series E Bonds, a discount to investors in an amount to be determined by the Executive Committee.
• k. Amount of bond proceeds used to purchase bond insurance, letters of credit and other credit enhancements:

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  Not more than 4% of original principal amount of Series E Bonds.
• l. Security: The Series E Bonds, together with any outstanding Series C Bonds not being refunded, the University's $32,200,000 Variable Rate Demand Hospital Revenue Refunding Bonds (Series D) and any additional bonds issued pursuant to the Master Resolution adopted by the Executive Committee on November 30, 1984, will be secured by a pledge of the Net Revenues (as defined in said Master Resolution).

2. AUTHORIZATION OF RESOLUTIONS.

• The Board hereby authorizes the Executive Committee (a) to adopt one or more appropriate series resolutions in substantially the form submitted to the Board at this meeting or such other forms approved by the Executive Committee consistent with the terms and conditions set forth in Paragraph 1 above and (b) to execute and deliver such other documents, including reimbursement agreements with one or more foreign or domestic banking institutions, agreements with one or more bond insurers, and an escrow deposit agreement with Signet Trust Company (the legal successor to Bank of Virginia Trust Company) and/or the Treasurer of the Commonwealth of Virginia, and take such action as may be necessary or desirable in connection with the issuance and sale of the Series E Bonds.

3. AUTHORIZATION TO OFFICERS.

• The Board hereby authorizes all officers and employees of the University to take all action necessary or desirable in connection with the issuance or sale of the Series E Bonds as may be approved by the Rector, President, Vice President for Business and Finance or the Assistant Vice President for Finance.