University of Virginia Library

RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING
$65,000,000 THE RECTOR AND VISITORS OF THE UNIVERSITY OF
VIRGINIA REFUNDING BONDS AND DELEGATING TO THE FINANCE
COMMITTEE OF THE BOARD OF VISITORS THE POWER TO TAKE
CERTAIN ACTIONS WITH RESPECT THERETO

The following resolution was adopted:

---

4541

• WHEREAS, by Chapter 9, Title 23, Code of Virginia of 1950, as amended, there is created a corporation under the name and style of The Rector and Visitors of the University of Virginia (the "University"), which University is governed by a Board of Visitors (the "Board"); and
• WHEREAS, by Chapter 3, Title 23, Code of Virginia of 1950, as amended (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 (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, including without limitation moneys appropriated from both general and nongeneral revenues of the Commonwealth; and
• (c) to fix and revise from time to time and to charge and collect fees, rents and charges for or in connection with the use, occupation or services of projects financed and any existing facilities at the University; and to pledge the same to payment of the principal of and the interest on such bonds; and

---

4542



• WHEREAS, under date of November 1, 1984, the University issued revenue bonds in two series in the original aggregated principal amount of $150,000,000 (together the "1984 Bonds") for the purpose of providing funds to finance a portion of the cost of constructing and equipping a hospital to replace the then 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, the University subsequently has restructured the indebtedness represented by the 1984 Bonds by the issuance of its Hospital Revenue Refunding Bonds consisting of (a) Series C Bonds issued in June, 1985 in the original aggregate principal amount of $95,386,796, (b) Series D Bonds issued in September, 1985 in the original aggregate principal amount of $37,200,000, and (c) Series E Bonds issued in July, 1989 in the original aggregate principal amount of $68,290,000; and
• WHEREAS, the Board has determined to provide for the issuance of additional bonds of the University for the purpose of refunding all or a portion of the outstanding Series C, D and E Bonds; and
• WHEREAS, it may be in the interest of the University to use certain remaining bond proceeds to defease all or a portion of the Series C, D and E Bonds; and
• WHEREAS, there have been presented to the Board by officers of the University alternate plans of finance for providing funds to refund or defease a portion of the outstanding Series C, D and E Bonds 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 authorizes, pursuant to the Act, the issuance, execution and sale of bonds of the University (the "Refunding Bonds") to finance, together with other available funds, the costs of refunding all or part of the outstanding Series C, D and E Bonds (including the funding of interest, reserves and costs of issuance) and, pursuant to Section 23-19 of the Act, provides that the terms and conditions of the Refunding Bonds shall be specified by the Finance Committee of the Board (the "Finance Committee"), subject to the following limitations:
• (a) Maximum principal amount: $65,000,000.

---

4543



• (b) Maturity: on any date not later than July 1, 2017.
• (c) Interest Rate: Any fixed or variable rate not to exceed 15% per annum (other than Refunding Bonds held by a bank pursuant to any credit facility agreement in which case the Refunding Bonds may bear interest at the prime rate fixed by such bank or a related institution plus up to 2% per annum).
• (d) Number of series: One or more not to exceed four.
• (e) Date of Refunding Bonds: Any date not later than April 1, 1993.
• (f) Interest payment dates: On any date not more frequently than daily.
• (g) Denominations: Any multiple of $1,000.
• (h) Form of Refunding Bonds: Registered.
• (i) Execution: Medium and Place of Payment: As approved by the Finance Committee consistent with the laws of the Commonwealth.
• (j) Redemption: On any date approved by the Finance Committee with a premium not to exceed 4%.
• (k) Sale Price: At least par minus (1) a bond discount to underwriters not to exceed 2 1/2% and (2) if deemed advisable in connection with the marketing of the Refunding Bonds, a discount to investors in an amount to be determined by the Finance Committee.
• (l) Amount of bond proceeds used to purchase bond insurance, letter of credit and other credit enhancements: Not more than 4% of original principal amount of Refunding Bonds.
• (m) Security: The Refunding Bonds may be secured in any manner permitted by the Act as may be determined by the Finance Committee including, without limitation, (i) a pledge of the Net Revenues as defined in the Master Resolution adopted by the Finance Committee on November 30, 1984, in connection with the issuance of the 1984 Bonds, and (ii) a pledge of any and all additional revenues of any type that may be pledged by the University pursuant to Section 23-19 of the Act, including moneys appropriated to the University from the general or from nongeneral funds of the Commonwealth.

---

4544



• 2. AUTHORIZATION OF RESOLUTIONS. The Board authorizes the Finance Committee (a) to adopt one or more appropriate series resolutions consistent with the terms and conditions set forth in Paragraph 1 above, (b) to apply such portion of the remaining bond proceeds to the defeasance of the Series C, D and E Bonds as determined by the Finance Committee, and (c) 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, related interest rate swap agreements and an escrow deposit agreement with Signet Trust Company or other escrow agent and 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 Refunding Bonds and the defeasance of all or a portion of the Series C, D and E Bonds.
• 3. AUTHORIZATION TO OFFICERS. The Board authorizes all officers and employees of the University to take all action necessary or desirable in connection with the issuance or sale of the Refunding Bonds as may be approved by The Rector, the President, the Senior Vice President and Chief Financial Officer or the Assistant Vice President for Finance.