 | Board of Visitors minutes February 9, 2007 |  |
Section 1.1 Definitions.
In addition to words and terms elsewhere defined in this Resolution, the following words and terms as used in this Resolution shall have the following meanings, unless some other meaning is plainly intended:
"Act" means Chapter 4.10, Title 23 of the Code of Virginia of 1950, as amended.
"Agency Obligations" means direct obligations (including bonds, notes or participation certificates) of, or obligations the timely payment of the principal of and the interest on which are unconditionally guaranteed by, any agency or instrumentality of the United States of America, including (without limitation) (i) Federal Home Loan Banks, the Government National Mortgage Association, the Export-Import Bank of the United States and the Federal Financing Bank, and (ii) either on a consolidated or system-wide basis, Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives.
"Amended and Restated Resolution" means this resolution of the Board amending the 2003 Resolution and 2005 Resolution.
"Authorized Officer" means (i) in the case of the University, the Chief Operating Officer, the Chief Financial Officer or the President of the University and, when used with reference to any act or document also means any other person authorized by appropriate action of the Board to perform such act or execute such document on behalf of the University; (ii) with respect to Note Orders and Program Orders, the University's Director of Treasury Operations or such other person authorized by appropriate action of the Board or designated by an Authorized Officer listed in the preceding subsection to execute such documents on behalf of the University, and (iii) in the case of the Issuing and Paying Agent or the Custodian (if not the State Treasurer), the President, any Vice-President, any Assistant Vice-President, any Corporate Trust Officer or any Assistant Corporate Trust Officer of the Issuing and Paying Agent or the Custodian (if not the State Treasurer), and when used with reference to any act or document also means any other person authorized to perform such act or execute such document by or pursuant to a resolution of the governing body of the Issuing and Paying Agent or the Custodian (if not the State Treasurer).
"Beneficial Owner" means the person in whose name a Note is recorded as beneficial owner of such Note on the records of a direct or indirect participant of the Securities Depository.
"Book-Entry System" means a book-entry system established and operated for the recordation of beneficial ownership interests in the Notes pursuant to this Resolution.
"Business Day" means a day other than (i) a Saturday, Sunday or other day on which banking institutions in the Commonwealth of Virginia or the city in which the Designated Office of the Issuing and Paying Agent or the Dealer is located are authorized or required to close or (ii) a day on which the New York Stock Exchange is closed.
"Board" means the Board of Visitors of the University or, if such Board is abolished, the board or body succeeding to the principal functions thereof.
"Bond Counsel" means any firm of attorneys selected by the University and experienced in the issuance of municipal bonds and matters relating to the exclusion of the interest thereon from gross income for federal income tax purposes, which may be an attorney or firm regularly providing services to the University, the Issuing and Paying Agent, the Dealer or any Owner.
"Certificate," "Notice," "Opinion," "Order," "Request," "Requisition" and "Statement" mean, respectively, a written certificate, notice, opinion, order, request, requisition or statement, in form and substance satisfactory to the University, signed (i) when used with respect to the University, by an Authorized Officer of the University and (ii) when used with respect to any other person, by an authorized officer thereof. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the instruments so combined shall be read and construed as a single instrument.
"Chief Financial Officer" means the University's Vice President and Chief Financial Officer or such other officer of the University having similar duties as may be selected by the Board.
"Chief Operating Officer" means the University's Executive Vice President and Chief Operating Officer or such other officer of the University having similar duties as may be selected by the Board.
"Code" means the Internal Revenue Code of 1986, as amended. Each citation to a Code section shall include the applicable temporary, proposed and permanent regulations, revenue rulings and revenue procedures.
"Commonwealth" means the Commonwealth of Virginia.
"Construction Fund" means The Rector and Visitors of the University of Virginia Commercial Paper General Revenue Pledge Notes, Construction Fund, a special fund created and designated by Section 4.2.
"Credit Obligation" of the University means any indebtedness incurred or assumed by the University for borrowed money and any other financing obligation of the University that, in accordance with generally accepted accounting principles consistently applied, is shown on the liability side of a balance sheet; provided, however, that Credit Obligation shall not include any portion of any capitalized lease payment directly appropriated from general funds of the Commonwealth or reasonably expected to be so appropriated as certified by the Chief Operating
"Custodian" means initially the State Treasurer and such other bank or financial institution designated by the University to hold funds under this Resolution.
"Dealer" means Goldman, Sachs & Co. and any other dealer appointed pursuant to Section 11.2 of this Resolution, and their successors.
"Dealer Agreement" means the Dealer Agreement to be dated as of an agreed-upon date, between the University and the Dealer, as amended, modified or supplemented from time to time.
"Debt Service Fund" means The Rector and Visitors of the University of Virginia Commercial Paper General Revenue Pledge Notes, Debt Service Fund, a special fund created and designated by Section 5.1.
"Designated Office" means (i) when used with reference to the Issuing and Paying Agent, the corporate trust office of the Issuing and Paying Agent, designated as such, and (ii) when used with reference to the Dealer, the office of the Dealer designated as such.
"Favorable Opinion of Bond Counsel" means, with respect to any action the occurrence of which requires such an opinion, an unqualified Opinion of Counsel, which shall be a Bond Counsel, unless specified otherwise herein, to the effect that such action is permitted under the Act and this Resolution and will not have an adverse effect on the exclusion of interest on the Series A (Tax-Exempt) Notes from gross income for purposes of federal income taxation or the exemption of interest on the Series A (Tax-Exempt) Notes from income taxation under the laws of the Commonwealth (subject to the inclusion of any exceptions contained in the opinion delivered upon original issuance of the Series A (Tax-Exempt) Notes).
"Final Maturity Date" means June 15, 2036.
"Fiscal Year" means the period commencing on the first day of July in any year and ending on the last day of June of the following year.
"Fitch" means Fitch Ratings, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Fitch" shall be deemed to refer to any other nationally recognized securities rating agency selected by the University.
"Government Obligations" means:
(a) Certificates or interest-bearing notes or obligations of the United States, or those for which the full faith and credit of the United States are pledged for the payment of principal and interest, and
(b) Investments in any of the following obligations provided such obligations are backed by the full faith and credit of the United States (a) debentures of the Federal Housing Administration, (b) certificates of beneficial interest of the Farmers Home Administration, or (c) project notes and local authority bonds of the Department of Housing and Urban Development.
"Investment Obligations" means:
(a) Government Obligations; (b) Agency Obligations; (c) negotiable certificates of deposit issued by banks, trust companies or savings and loan associations having a capital and surplus aggregating at least $25,000,000 and continuously secured (to the extent not fully insured by the Federal Deposit Insurance Corporation) for the benefit of the holders of Notes Outstanding either (i) by lodging with a bank or trust company, as collateral security, Government Obligations or Agency Obligations having a market value (exclusive of accrued interest) not less than the amount of such deposit, or (ii) if the furnishing of security as provided in clause (i) of this paragraph is not permitted by applicable law, in such other manner as may then be required or permitted by applicable state or federal laws and regulations regarding the security for, or granting a preference in the case of, the deposit of trust funds; (d) repurchase agreements for Government Obligations or Agency Obligations with any bank, trust company or dealer in government bonds, acting as principal or agent, that reports to, trades with and is recognized as a primary dealer by a Federal Reserve Bank or investment agreements which are, or are issued or guaranteed by an entity, rated by Moody's or S&P in its highest rating category or fully collateralized by Government Obligations or Agency Obligations (any such collateralized investment agreement being referred to herein as a "Collateralized Investment Agreement") provided that (i) such Government Obligations or Agency Obligations shall be (A) if issued in certificated form, delivered to the University or supported by a safekeeping receipt issued by a depository satisfactory to the University or (B) if issued in book-entry form, supported by a receipt or other confirmatory documentation satisfactory to the University; (ii) the University shall have a perfected security interest in such Government Obligations or Agency Obligations; (iii) such Government Obligations or Agency Obligations shall be free and clear of any other liens or encumbrances; and (iv) such repurchase agreements or Collateralized Investment Agreements shall provide that the value of the underlying Government Obligations or Agency Obligations shall be continuously maintained at a current market value of not less than 102% of the repurchase price or the amount deposited thereunder, as the case may be (the value of such Government Obligations or Agency Obligations to be determined at least once in each 30-day period); (e) obligations issued by or on behalf of any state of the United States or any political subdivision thereof rated in one of the three highest rating categories by Moody's or S&P; (f) obligations issued by or on behalf of any state of the United States or any political subdivision thereof for the payment of the principal or redemption price of and interest on which there shall have been irrevocably deposited Government Obligations maturing as to principal and interest at times and in amounts sufficient to provide such payment; (g) commercial paper or finance company paper rated in the highest rating category by Moody's or S&P; and (h) any mutual fund, money market fund or short term investment fund, the portfolio of which is limited to obligations described in clauses (a), (b), (c), (d), (e), (f) and (g) above (including any proprietary mutual fund, money market fund or short term investment fund maintained by the Issuing and Paying Agent and for which the Issuing and Paying Agent or an affiliate is investment advisor, or provides other services, and receives reasonable compensation for such services).
"Issuing and Paying Agent" means initially be The Bank of New York, a state banking association organized under the laws of the State of New York, and its successors and any other corporation that may at any time be substituted in its place in accordance with this Resolution.
"Issuing and Paying Agency Agreement" means the Issuing and Paying Agency Agreement between the University and the Issuing and Paying Agent with respect to the Notes, as amended, modified or supplemented from time to time.
"Letter of Representations" means the Letter of Representations among the University, the Issuing and Paying Agent and The Depository Trust Company, and any other agreement entered into among the University, the Issuing and Paying Agent and any other Securities Depository.
"Liquidity Facility" means any standby bond purchase agreement, letter of credit or other liquidity enhancement delivered after issuance of the execution of this Resolution to the Issuing and Paying Agent for the purpose of making payment on the any of the Notes, provided that if the Liquidity Facility is surrendered for cancellation, or if the purchase or other funding obligations of the issuer of such Liquidity Facility are otherwise terminated (in accordance with the express terms of such Liquidity Facility) in connection with the provision of an alternate Liquidity Facility, then such alternate Liquidity Facility shall thereafter be the "Liquidity Facility."
"Master Note" means a certificate evidencing the Notes substantially in the form attached to the Letter of Representations delivered in accordance with Section 2.11 of this Resolution.
"Maximum Authorized Principal Amount" means $175,000,000 or such other aggregate principal amount of Notes that may be at any one time Outstanding hereunder as authorized by resolution of the Board.
"Moody's" means Moody's Investors Service, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency selected by the University.
"Non-Issuance Notice" means a notice received by the Issuing and Paying Agent from the University directing the Issuing and Paying Agent to cease authenticating and delivering Notes under this Resolution.
"Note" or "Notes" means the Series A (Tax-Exempt) Notes, the Series B (Taxable) Notes and any subsequent series, authorized by Section 2.1 of this Resolution, which shall be substantially in the form set forth in Appendix A hereto.
"Note Order" means an order executed by an Authorized Officer of the University directing the authentication and delivery of any Notes in accordance with Section 2.3(b), as amended, modified or supplemented from time to time. Any Note Order delivered under this Resolution may be given in one or more concurrent instruments.
"Noteholder," "Holder," "holder," "owner" or any similar term, when used with reference to a Note, means the registered owner of such Note.
"Original Issue Discount" means, when used with respect to any Series B (Taxable) Note, the difference between the principal amount of such Series B (Taxable) Note payable at maturity and the initial public offering price of such Series B (Taxable) Note.
"Outstanding" or "outstanding" means, when used with reference to Notes, as of any particular date, all Notes authenticated and delivered under this Resolution except:
- (i) any Note cancelled by the Issuing and Paying Agent (or delivered to the Issuing and Paying Agent for cancellation) at or before such date;
- (ii) any Note for the payment of the principal of and interest on which provision shall have been made as provided in Sections 10.1 or 10.3 of this Resolution; and
- (iii) any Note in lieu of or in substitution for which a new Note shall have authenticated and delivered pursuant to Article II of this Resolution.
"Parity Credit Obligation" means any Credit Obligation of the University which may be incurred in accordance with the terms of this Resolution that is secured on a parity with the pledge of Pledged Revenues herein.
"Pledged Revenues" means any or all of the revenues now or hereafter available to the University which are not required by law, by binding contract entered into prior to the date of this Resolution or by the provisions of any Qualifying Senior Obligation to be devoted to some other purpose, and shall include, without limitation, all revenues pledged to the payment of any Qualifying Senior Obligation net of amounts necessary to pay it or any operating or other expenses, the payment of which is required or permitted to be made with such revenues prior to the payment of such Qualifying Senior Obligation.
"Program" means the commercial paper program established under this Resolution on June 15, 2006 and each additional commercial paper program established hereunder, each of which is intended to constitute a single issue of Notes pursuant to the Code.
"Program Issuance Date" means initially June 15, 2006, and such other date on which the University executes a new Tax Certificate relating to the Issuance of Notes under a new Program pursuant to Section 2.10 hereof.
"Projects" means costs associated with any capital project approved by the Board or other utilization of funds by the University which is permitted by law, including without limitation, capitalized interest, financing costs and working capital, consistent with the University's debt policy, and any other costs approved by the Board for financing hereunder.
"Qualifying Senior Obligation" means any existing Credit Obligation secured by a pledge of any portion of the Pledged Revenues, and any additional Credit Obligation issued pursuant to
Section 6.3(b) or 6.3(c) or to refund any Qualifying Senior Obligation as described in Section 6.3(e).
"Rating Agency" means Moody's, S&P and/or Fitch, if any or all of such rating agencies have provided a rating for the Notes.
"Rating Category" means one of the general rating categories of a Rating Agency, without regard to any refinement or gradation of such rating category by a numerical modifier or otherwise.
"Resolution" or "Note Resolution" means this Resolution, adopted by the Board on February __, 2007, with respect to the Notes, together with any other resolutions supplemental hereto as herein permitted.
"Securities Depository" means The Depository Trust Company, a limited purpose trust corporation organized and existing under the laws of the State of New York, and any other securities depository for the Notes appointed pursuant to Section 2.11.
"Series A (Tax-Exempt) Notes" mean The Rector and Visitors of the University of Virginia Commercial Paper General Revenue Pledge Notes, Series A (Tax-Exempt), which shall be issued pursuant to Section 2.1 on a tax-exempt basis.
"Series B (Taxable) Notes" mean the Rector and Visitors at the University of Virginia Commercial Paper General Revenue Pledge Notes, Series B (Taxable), which shall be issued pursuant to Section 2.1 on a taxable basis.
"S&P" means Standard & Poor's, a Division of The McGraw-Hill Companies, and its successors and assigns, except that if such division shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "S&P" shall be deemed to refer to any other nationally recognized securities rating agency selected by the University.
"State Treasurer" means the State Treasurer of the Commonwealth.
"Supplemental Resolution" means any resolution adopted by the University amending, modifying or supplementing this Resolution, any Supplemental Resolution or any Note in accordance with the terms of this Resolution.
"Tax Certificate" means the tax certificate executed by the University in connection with the initial issuance and delivery of the Notes, as amended, modified or supplemented from time to time, and any tax certificate executed by the Board and the University in connection with the establishment of a new Program, as amended, modified or supplemented from time to time.
"University" means the Rector and Visitors of the University of Virginia, an educational institution and a public body and governmental instrumentality for the dissemination of education, and its successor or successors.
"2003 Resolution" means the resolution of the Executive Committee of the Board dated March 5, 2003 authorizing the initial issuance of the Notes.
"2005 Resolution" means this resolution of the Executive Committee of the Board dated June 28, 2005 amending the 2003 Resolution.
| Board of Visitors minutes February 9, 2007 | |