Board of Visitors minutes :: February 9, 2007 :: University of Virginia Library

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 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 University has entered into a management agreement with the Commonwealth of Virginia which was enacted as Chapter 3 of Chapter 933 of the 2006 Virginia Acts of Assembly (the "Management Agreement"), pursuant to the Restructured Higher Education Financial and Administrative Operations Act, Chapter 4.10, Title 23 of the Virginia Code (the "Act"); and

WHEREAS, the Board previously has determined to facilitate the financing or refinancing from time to time of capital and other projects of the University on a short-term basis through the issuance of short-term commercial paper in an aggregate outstanding principal amount at any time not to exceed $175,000,000 (the "Program") and the Program is secured by a general revenue pledge of the University and is not to be in any way a debt of the Commonwealth and does not create or constitute any indebtedness or obligation of the Commonwealth, either legal, moral or otherwise; and

WHEREAS, the Board desires to authorize its Executive Committee (the "Executive Committee") to amend the form and terms of the Program in order to streamline the Program and make revisions to reflect the Act and the Management Agreement;

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RESOLVED that the Board hereby approves the amended and restated resolution with respect to the Program (distributed to members as Exhibit C) with such amendments, modifications or omissions as may be approved by the Executive Committee, or by the University's Executive Vice President and Chief Operating Officer pursuant to Section 11.8 of such Resolution; and

RESOLVED FURTHER that costs associated with any capital project approved by the Board or other utilization of funds by the University which is permitted by law may be financed under the Program, including without limitation, capitalized interest, financing costs, and working capital, consistent with the Board's debt policy; and

RESOLVED FURTHER that amendments and revisions to the Program may be implemented by the Board, the Executive Committee and the officers of the University as set forth in the Board's debt and interest rate risk management policies; and

RESOLVED FURTHER that all officers of the University are authorized and directed to take all such further actions, including without limitation the designation of underwriters, paying agents, remarketing agents, trustees, and liquidity providers for the Program, 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, including without limitation any liquidity facilities, swap, or other interest rate management agreements associated with the Program; 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.