University of Virginia Library

AUTHORIZATION OF ISSUANCE OF UP TO $145,000,000 OF GENERAL REVENUE PLEDGE BONDS

The following resolution was adopted:

WHEREAS, Chapter 9, Title 23 of the Code of Virginia of 1950, as amended (the "Virginia Code"), establishes a public corporation under the name and style of The Rector and Visitors of the University of Virginia (the "University") which is governed by a Board of Visitors (the "Board"); and

WHEREAS, Chapter 3, Title 23 of the Virginia Code (the "Act") classifies the University as an educational institution, declares it to be a public body and constitutes it a governmental instrumentality for the dissemination of education; and

WHEREAS, the Act empowers the University, with the consent and approval of the General Assembly of the Commonwealth of Virginia (the "Commonwealth") and the Governor of the Commonwealth 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 and to borrow money and make, issue and sell bonds of the University for any such purposes, including the refinancing of any such facilities, such bonds to be issued and sold through the Treasury Board of the Commonwealth (the "Treasury Board"); and

WHEREAS, the Act further authorizes the University to pledge to the payment of the principal of and the interest on such bonds any monies available for the use of the University including, but not limited to, and subject to guidelines promulgated by the Secretary of Finance of the Commonwealth (the "Secretary of Finance"), monies appropriated to the University from the general funds of the Commonwealth or from non-general funds, without regard to the source of such monies, and which are not required by law or by previous binding contract to be devoted to some other purpose; and

WHEREAS, the Board has determined to finance or refinance several projects (the "Projects"), as more particularly described on Exhibit A, through the issuance of bonds in an aggregate principal amount not to exceed $145,000,000 (the "Bonds"); and

WHEREAS, the Board anticipates that the Bonds will be secured by a general revenue pledge of the University; and

WHEREAS, the Board desires to authorize its Executive Committee (the "Executive Committee") to approve the final forms and details of the Bonds, as set forth below;

RESOLVED that the Executive Committee is hereby authorized to implement the plan of finance described in the Recitals and on Exhibit A by adopting a resolution or resolutions authorizing the issuance of one or more series of Bonds for the purpose of financing or refinancing any or all of the Projects and providing for the terms thereof as required by Section 23-19 of the Virginia Code; and

RESOLVED FURTHER that the Executive Committee is hereby authorized to approve the final terms of each series of Bonds including, without limitation, their original principal amounts, the specific Projects to be financed or refinanced, maturity dates and amounts, redemption provisions and prices and interest rates (which may be either fixed or variable); provided that (i) the maximum aggregate principal amount of all Bonds shall not exceed $145,000,000; (ii) the maximum true interest cost of any series bearing interest at a fixed rate shall not exceed six percent per annum; (iii) the maximum initial true interest cost of any series bearing interest at a variable rate shall not exceed five percent per annum; (iv) the final maturity of all Bonds shall not extend beyond June 1, 2029; (v) call protection on the Bonds shall not exceed ten (10) years, and no optional redemption premium shall exceed two percent; and (vi) the terms of the Bonds are otherwise consistent with the parameters for each of the Projects as described on Exhibit A; and

RESOLVED FURTHER that the Executive Committee is authorized to approve the discount payable to Goldman, Sachs & Co. (the "Underwriter") on account of the sale of the Bonds and to approve the terms of a contract for the sale of the Bonds to the Underwriter provided that the discount payable to the Underwriter shall not exceed 0.7 percent of the original aggregate principal amount of the Bonds; and

RESOLVED FURTHER that the Executive Committee and all officers of the University are hereby authorized and directed to take all such further actions and to execute all such instruments, agreements, documents and certificates as they shall deem necessary or desirable to carry out the terms of the financing plans presented to this meeting; and

RESOLVED FURTHER, pursuant to the Section 147(f) of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder, the University hereby designates Alice W. Handy, Treasurer of the University, as the public hearing officer to hold any public hearings required in order to ensure the tax-exempt status of interest on the Bonds; and

RESOLVED FURTHER that all acts of all officers of the University which are in conformity with the purposes and intent of this Resolution and in carrying out the financing plans presented to this meeting are ratified, approved and affirmed.