University of Virginia Library

RESOLUTION AUTHORIZING SHORT TERM BORROWIINGS OF UP To $10,000,000
FROM TIME TO TIME TO BE EVIDENCED BY ONE OR MORE ENDOWMENT FUND
REVENUE NOTES OF THE RECTOR AND VISITORS OF THE UNIVERSITY OF
VIRGINIA AND THE EXECUTION AND DELIVERY OF VARIOUS DOCUMENTS WITH
RESPECT THERETO

The following resolution was adopted:

• WHEREAS, The Rector and Visitors of the University of Virginia (the "University"), with the approval of the Governor of Virginia, is authorized to issue its bonds or notes pursuant to Section 23--30.01 of the Code of Virginia of 1950, as amended (the "Act"), to provide funds for various purposes; and
• WHEREAS, the University desires to obtain temporary financing at any time and from time to time of up to $10,000,000 for various projects including the construction of a recreational facility on North Grounds and a student health facility, the addition to Gilmer Hall, the acquisition of real estate and equipment including but not limited to research, computing and instruction (the "Projects"); and
• WHEREAS, the University is authorized to enter into contracts and indentures to secure its bonds and notes issued under the Act and to provide for the rights of the holders thereof;
• NOW THEREFORE, BE IT HEREBY RESOLVED:
• 1. It is hereby determined that the University shall contract a debt by issuing one or more of its endowment fund revenue notes pursuant to the Act to evidence loans made to the University thereunder to finance, together with other available funds, on a temporary basis, the acquisition and construction as the case may be, of any or all of the Projects, and to evidence a back-up liquidity facility, if any, to enable the University to purchase or otherwise pay off other notes issued hereunder, and there is hereby authorized to be issued and sold for that purpose one or more endowment fund revenue notes of the University in a principal amount. equal to the aggregate of all advances outstanding thereunder to the University but not to exceed $10,000,000 at any time and from time to time and otherwise to be appropriately designated (such notes and any substitutions and replacements therefore are hereinafter referred to as the "Notes").
• 2. The Notes shall be limited obligations of the University the principal of and interest on which are secured by, and payable exclusively from, the same portion of its endowment fund from and by which its $7,500,000 Endowment Fund Revenue Bonds of 1982 (the "1982 Bonds"), its $15,000,000 Endowment Fund Demand Revenue Notes, Series of 3983 (the "1983 Notes) and its $5,000,000 Endowment Fund Revenue Note, Series of 1984 (the "1984

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  Note"), are payable and secured. The Notes shall not be general obligations of the University, and the University shall not be obligated to pay the principal of or interest on the Notes except from that portion of the endowment fund and other revenues pledged therefore.
• 3. The Vice President for Business and Finance and other appropriate officers of the University are hereby authorized to solicit requests for proposals for the purchase of the Notes and the provision of a back-up liquidity facility from interested parties and to accept the proposal(s) deemed by them to be most beneficial to the University in terms of interest costs, commitment and placement fees and related factors, and, subject to the other provisions hereof, the Notes shall be payable to the persons and issued as and when determined by the Vice President for Business and Finance and the purchaser(s) of the Notes and lender(s) providing the back-up facility so selected.
• 4. The Notes shall be dated, shall be in such individual principal amounts, shall mature, shall bear interest at such rate(s) payable on such dates, and shall be subject to redemption at such times upon such terms, all as shall be determined by the Vice President for Business and Finance subject to the limitations set forth in the next sentence hereof. The Notes shall be in individual face amounts not exceeding $10,000,000 (with the aggregate principal amount outstanding under all of the Notes not to exceed $10,000,004 at any time and from time to time), shall mature not more than three years from the date of issue of the first of-the Notes, and shall provide for interest at (a) a variable rate not to exceed 65% of the prime lending rate (or an average thereof) of one or more nationally or regionally recognized commercial banks in the case of Notes evidencing loans to finance the Projects initially and at a variable rate not to exceed 70% of such prime lending rate (or an average thereof), plus an annualized commitment fee of not to exceed 1% of the principal amount available thereunder, in the case of Notes evidencing any back-up facility, or (b) a fixed rate not to exceed 8% or (c) any combination of variable or fixed rates within the foregoing limitations.
• 5. In order to secure the Notes and to set forth certain other terms and conditions applicable thereto, the Vice President for Business and Finance and other appropriate officers of the University are hereby authorized, if requested by the purchasers of the Notes, to provide for the preparation of an indenture or similar document between the University and a corporate trustee (the "Indenture") which shall contain covenants of the University in the form of, and otherwise consistent with, those set forth in indentures previously executed by the University in connection with the issuance of the 1982 Bonds, 1983 Notes and 1984 Note, but with such changes, omissions and insertions as the officer(s) of the University executing it shall deem appropriate and as may be necessary to carry out the intent hereof.
• 5. In order to set forth the terms and conditions upon which the purchasers or lenders will acquire the Notes initially or will provide a back-up liquidity facility to purchase the Notes or lend funds thereunder, the Vice President for Business and Finance and other appropriate officers of the University are hereby authorized, if requested by such purchasers or lenders, to provide for the preparation of any one or more of a Note Purchase Agreement, a Short Term Borrowing Agreement, a Line of Credit Agreement or other similar agreement between the University and such purchasers and lenders (together the "Note Purchase and Credit Agreements") which shall contain such provisions not inconsistent herewith and be in such form as the officer(s) of the University executing them shall deem appropriate and as may be necessary to carry out the intent hereof.

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• In order to set forth the terms and conditions upon which the purchasers or lenders will acquire the Notes initially or will provide a back-up liquidity facility to purchase the Notes or lend funds thereunder, the Vice President for Business and Finance and other appropriate officers of the University are hereby authorized, if requested by such purchasers or lenders, to provide for the preparation of any one or more of a Note Purchase Agreement, a Short Term Borrowing Agreement, a Line of Credit Agreement or other similar agreement between the University and such purchasers and lenders (together the "Note Purchase and Credit Agreements") which shall contain such provisions not inconsistent herewith and be in such form as the officer(s) of the University executing them shall deem appropriate and as may be necessary to carry out the intent hereof.
• 7. The Notes shall be signed by the manual or facsimile signature of the Rector of the University, the University's seal shall be affixed thereto or imprinted thereon and attested by the manual signature of its Secretary, and the Notes shall bear a 1985 series designation and contain such other customary ' provisions under the Act as the officers executing them shall approve, their execution thereof to constitute conclusive evidence of such approval.
• 8. If any officer of the University who signs any of the Notes shall cease to be an officer of the University while the Note is outstanding, or if any officer of the University who signs any of the Notes shall not have held such office at the date of the Note, the Note so signed shall nevertheless be valid for all purposes.
• 9. The Vice President for Business and Finance and other appropriate officers of the University are hereby authorized and directed to take all proper steps to have the Notes prepared and executed in accordance with their terms and the terms hereof, to deliver the Notes to the purchasers or lenders selected as contemplated by Section 3 hereof, and to draw monies down thereunder as and when deemed necessary by them to provide temporary financing for the Projects (but subject to the obtaining of necessary approvals of the Commonwealth of Virginia for any of such Projects as determined by counsel for the University prior to borrowing amounts thereunder for such Project).
• 10. The action of the Vice President for Business and Finance and other officers of the University in undertaking preliminary arrangements for the financing contemplated hereby is in all respects ratified and approved.
• 11. The Rector, Vice President for Business and Finance, Assistant Vice President for Finance, Secretary, Assistant Secretary and any other officer of the University as designated by the Vice President for Business and Finance, are hereby authorized and empowered for and on behalf of the University to

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  execute the Indenture and the Note Purchase and Credit Agreements, to pay all reasonable costs and expenses of issuance (including attorney's fees), and to take such further action and to execute and deliver such further instruments and documents in the name and on behalf of the University as they consider necessary or desirable to carry out the intent and purpose of this resolution, the issuance of the Notes, and the consummation of borrowing thereunder.
• 12. The Rector, Vice President for Business and Finance, Assistant Vice President for Finance, Secretary, Assistant Secretary, and any other office of the University, as designated by the Vice President for Business and Finance, are hereby authorized and directed to execute appropriate certificates setting forth, among other things, the expected use and investment of the proceeds of the Notes in order to show that such expected use and investment will not violate the provisions of Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regulations issued pursuant thereto, applicable to "arbitrage bonds." Such certificates shall be in such form as may be requested by counsel for the University in connection with the issuance of the Notes.
• 13. The Executive Committee of the Board of Visitors of the University is hereby authorized and empowered to take any and all action it may deem necessary or desirable in connection with the authorization, sale, issuance and delivery of the Notes and the consummation of borrowings thereunder that may be deemed to require approval not previously given herein by the Board of Visitors.
• 14. All covenants, obligations and agreements of the University contained or referred to in this resolution shall be deemed to be covenants, obligations and agreements of the University to the full extent permitted by the Constitution and laws of the Commonwealth of Virginia. No covenant, obligation or agreement contained or referred to herein shall be deemed to be a covenant, obligation or agreement of any present or future member of the Board of Visitors of the University or any officer, agent or employee of the University in his individual capacity, and no individual executing the Notes shall be liable personally on the Notes or be subject to any personal liability or accountability by reason of the issuance thereof, no officer, agent or employee of the University shall incur any personal liability in acting or proceeding or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this resolution.
• 15. In accordance with the Act, the Governor of Virginia is hereby requested to approve the issuance by the University of the Notes pursuant to this resolution and the Indenture and the Note Purchase and Credit Agreements.
• 16. This resolution shall be effective immediately, subject to the approval of the Governor of Virginia as set forth in the preceding section hereof.

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