UNIVERSITY OF THE VIRGIN ISLANDS

BOARD OF TRUSTEES RESOLUTION

ON



AUTHORIZING ARRANGEMENTS FOR UP TO $5 MILLION IN BOND ANTICIPATION

NOTES FOR THE FINANCING OF THE CONSTRUCTION OF A RESIDENCE HALL

AND ANCILLIARY SERVICES FACILITY ON ST. CROIX AND THE CONSTRUCTION OF

DORMITORIES ON THE ST. THOMAS CAMPUS AND AUTHORIZING UP TO

$12 MILLION IN BONDS FOR SUCH PROJECTS ON ST. CROIX AND ST. THOMAS



AS AMENDED AND ADOPTED



Purpose



1. Authorization to proceed to make arrangements for up to

$12 million in tax-exempt bond financing to finance capital

improvements, including approximately $8 million for a

residence hall and ancillary services facility on the St.

Croix campus and $3 million for Dormitories on the St. Thomas

campus together with bond reserve funds and costs of issuance

for the Bonds.



2. To declare the intention of the University to repay from tax-

exempt bond proceeds cash advances in the form of bond

anticipation notes or moneys of the University for project

related expenses prior to the issuance of the bonds.



3. To authorize the President and Vice-President for Business

and Financial Affairs to enter into agreements and other

arrangements to carry out the intent of this resolution.



4. To reserve the Board of Trustees’ final approval of the bond

documentation, the offer for sale of the bonds, as well as

design plans and construction estimates for the residence

hall: and ancillary services facility on the St. Croix campus

and the Dormitories on the St. Thomas campus.



WHEREAS, in June 1988, the Board of Trustees approved in

principle the construction of a residence hall and ancillary

services facility on the St. Croix campus; and



WHEREAS, in November 1989, the Board of Trustees

authorized arrangements for $5,000,000 in bond financing for the

construction of a residence hall and ancillary services facility

on the St. Croix campus, and



WHEREAS, the Board of Trustees has recognized that the

future development of the St. Croix campus is closely tied to the

availability of student residential facilities, and

WHEREAS, the cost estimates for such facility on St.

Croix has increased to approximately $8 million, and



WHEREAS, the University may require interim financing in

the form of bond anticipation notes for the payment of

construction costs prior to the issuance of tax-exempt bonds,



WHEREAS, on December 16, 1990, the Board of Trustees

approved the construction of Dormitories on the St. Thomas campus

to accommodate 72 beds, and



WHEREAS, the Board of Trustees has recognized that the

future development of the St. Thomas campus is closely tied to

the availability of student residential facilities, and



WHEREAS, the costs of the St. Thomas dormitories is

estimated to approximate $3 million; and



WHEREAS, the need and pressures for future capital

development will require the University to enhance its own

creditworthiness, and to develop a market for securing external

financing of capital projects now and in the future, and



WHEREAS, it is desirable to issue notes in anticipation

of bonds, for financing construction of such facilities on St.

Thomas and St. Croix, and



NOW, THEREFORE BE IT RESOLVED:



Lis That the Board of Trustees of the University of the

Virgin Islands hereby authorizes and approves this resolution to

proceed with arrangements for an aggregate $12 million in bond

financing to finance capital improvements, including

approximately $8 million for a residence hall and ancillary

services facility on the St. Croix campus and $3 million for

Dormitories on the St. Thomas campus together with bond reserve

funds and costs of issuance for the Bonds and authorization for

notes in the aggregate amount of not to exceed $5 million to be

issued in anticipation of such bonds.



2% That the Board of Trustees authorizes the repayment

from tax-exempt bond proceeds of cash advances in the form of

bond anticipation notes or moneys of the University for costs

incurred for project related expenses prior to the issuance of



the Bonds.



See That the President and Vice-President for Business

and Financial Affairs are hereby authorized to enter into

agreements and other arrangements, and to take such other

necessary actions to carry out the intent of this resolution.

4. The Board of Trustees of the University of the

Virgin Islands intends to finance, on an interim basis, the costs

of the residence hall and ancillary services facility at the St.

Croix campus and the costs of the Dormitories at the St. Thomas

campus, which costs are reasonably expected to be reimbursed with

the proceeds of a tax exempt bond or note issue, to be issued in

the maximum principal amount of $12 million.



5s That the tax-exempt bonds, the offer for sale of

the bonds, together with design plans and construction estimates

for the residence hall and ancillary services facility on St.

Croix and the Dormitories on St. Thomas as well as such other

documents properly requiring the action of the Board shall be

subject to the final approval of the Board of Trustees.



6. That this resolution is a declaration of official

intent adopted pursuant to the requirements of Treasury

Regulation Section 1.103-18(a) through (1).



CERTIFICATION



The undersigned does hereby certify that the foregoing

is a true and exact copy of a resolution of the Board of Trustees

of the University of the Virgin Islands adopted at its meeting on

March 8, 1992, as recorded in the minutes of said meeting.



(Ouch a ities B/G $2.



Secretary of the Board ’ Mate

RESOLUTION AUTHORIZING ISSUANCE OF

$5,000,000 GENERAL OBLIGATION BOND

ANTICIPATION NOTES OF THE UNIVERSITY OF

THE VIRGIN ISLANDS.



Upon motion duly made and seconded, the following were

unanimously adopted by the members of the Board of Trustees of

The University of the Virgin Islands:



WHEREAS, it is necessary for The University of the

Virgin Islands (the "University") to provide moneys for capital

expenditures in connection with (i) the construction of

dormitories on the St. Thomas Campus and (ii) a residence hall

and ancilliary services facility on the St. Croix Campus

(collectively, the "Project") and for purposes incidental

thereto; and



WHEREAS, to finance all or a portion of the costs of the

Project, the University intends to issue its general obligation

bonds in an aggregate principal amount not to exceed $12,000,000

(the "Bonds") upon adoption of a resolution (the "Bond

Resolution") together with bond reserve funds and costs of

issuance, prior to such issuance, and until such time as the

Bonds are issued, to create, issue and sell its bond anticipation

notes to temporarily finance costs of the Project.



NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES

OF THE UNIVERSITY OF THE VIRGIN ISLANDS AS FOLLOWS:



Section 1. Authorization of Notes. Pursuant to

Chapter 33 of Title 17 of the Virgin Islands Code, as amended,

bond anticipation notes of the University are hereby authorized

to be issued in the aggregate principal amount of not to exceed

$5,000,000 (the "Notes") for capital expenditures in connection

with the construction of the Project including: (i) the

construction of dormitories on the St. Thomas Campus; (ii) the

construction of a residence hall and ancilliary services facility

on the St. Croix Campus; and (iii) purposes incidental thereto

including payment of certain costs of issuance of the Notes and

planning and engineering studies, and payment of interest.



In computing the total amount of Notes which may be at

any time outstanding, the amount of the outstanding Notes to be

renewed or refunded from the proceeds of the sale of the new

Notes or by exchange for new Notes shall be excluded.



The Notes shall be direct and general obligations of the

University payable from (i) the proceeds of notes issued in

renewal thereof, (ii) the proceeds of long-term bonds (the Bonds)

to be issued by the University, and (iii) fees, charges or other

revenues directly derived from or attributable to the ownership

or operation of the Project. The University is a public

undertaking authorized by an act of the Legislature of the

Government of the Virgin Islands. The full faith and credit of

the University are hereby pledged to the punctual payment of and

interest on the Notes when the same shall become due and payable.

The Notes shall be designated "General Obligation Bond

Anticipation Notes, 1992 Series".



The Notes shall be issued at one time or in series from

time to time, upon direction of the President of the University

or Vice President for Business and Financial Affairs, shall be

sold by private sale at such price or prices not less than the

principal amount thereof and in such manner and on such terms and

conditions, including any renewals thereof, on such date or dates

no later than August 1, 1993, shall mature no later than

September 1, 1993, shall bear interest payable at maturity, at

such rate of rates not to exceed nine percent (9%) per annum, be

subject to redemption at such time or times and on such terms,

and shall be in minimum denominations of $100,000 and integral

multiples of $5,000 in excess thereof or, as otherwise determined

by the President or Vice President for Business and Financial

Affairs, and, if issued in series, shall bear such further

particular designation added to or incorporated in the title

thereof, all as shall be determined by the President or Vice

President for Business and Financial Affairs of the University by

a Certificate of Determination. The President or the Vice

President for Business and Financial Affairs of the University

shall be authorized to enter into any appropriate contracts or

agreements concerning the sale of any of such Notes and to

authorize, if necessary, one or more official statements on

behalf of the University (describing the University’s financial

condition and the Notes offered for sale, and other matters

relative to the University and the security of the Notes, and

making appropriate representations on behalf of the University)

and generally to take such action as in his opinion will best

serve the interests of the University.



In consideration of the purchase and acceptance of any

and all of the Notes authorized to be issued under this

Resolution by those who shall hold the same from time to time,

this Resolution shall be deemed to be and shall constitute a

contract between the University and the Holders from time to time

of the Notes; and the pledge made in this Resolution and the

covenants and agreements herein set forth to be performed by or

on behalf of the University shall be for the equal benefit,

protection and security of the Holders of any and all of the

Notes, all of which, regardless of the time or times of their

issue, shall be of equal rank without preference, priority or

distinction of any of the Notes over any other thereof. The

principal and interest on each Note shall be payable in lawful

money of the United States of America at the office of the Paying

Agent (as authorized below) or at the principal office of a bank,

trust company or national banking association located within or



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without the United States Virgin Islands, as shall be determined

by the President or the Vice President for Business and Financial



Affairs of the University.



All the Notes of each Series shall be executed by the

University substantially in the form and manner set forth herein

upon delivery of a Certificate of Determination of the President

or Vice President for Business and Financial Affairs of the

University authorizing such Series and setting forth the terms

thereof, the written order of the University as to the delivery

of the Notes of such Series, an opinion of bond counsel to the

University with respect to the Notes of such Series and the

security therefor.



; The Notes shall be executed in the name and on behalf of

the University by the manual or facsimile signature of the

President or of the Vice President, Business and Financial

Affairs of the University, and the corporate seal of the

University or a facsimile thereof shall be affixed thereto and

attested by the manual signature of the Secretary or Assistant

Secretary of the University.



Section 2. Appointment of Paying Agent. The President

or Vice President for Business and Financial Affairs is hereby

authorized to appoint a Paying Agent for the Notes of any Series.



Section 3. Notes Mutilated, Destroyed, Stolen or Lost.

In case any Note shall become mutilated or be destroyed, stolen

or lost, the University may cause to be executed, a new Note of

the same Series and of like date, maturity or unpaid principal

amount and tenor in exchange and substitution for and upon the

cancellation of such mutilated Note, if any, or in lieu of and in

substitution for such Note, destroyed, stolen or lost, upon the

Holder’s paying the reasonable expenses and charges of the

University in connection therewith, and, in the case of a Note

destroyed, stolen or lost, his filing with the University that

such Note was destroyed, stolen or lost, and of his ownership

thereof, and furnishing the University with indemnity

satisfactory to it.



Section 4.° Execution of Documents by the President or

with the Notes. The President or Vice President for Business and

Financial Affairs of the University is hereby authorized and

directed to execute and deliver any and all loan agreements with

financial institutions, papers, instruments, opinions,

certificates, affidavits and other documents and to pay any

financing and other fees, and to do and cause to be done any and

all acts and things necessary or proper for carrying out this

Resolution and the issuance of the Notes.

The University recognizes that due to the complexities

of the financing it may become necessary that certain of the

terms approved by this Resolution may require modification or

deletion or that certain additional covenants and agreements of

the University be added to this Resolution to effect the

substance and intent of this Resolution. Therefore, the Board of

Trustees of the University hereby authorizes and delegates to the

President or Vice President for Business and Financial Affairs of

the University, the approval of such modifications and additional

covenants and agreements. The delivery of the Certificate of

Determination for the first Series of Notes shall be deemed

conclusive approval by the University of the terms, provisions

covenants and agreements of this Resolution.



Section 5. Project Construction Account. The proceeds

of the Notes shall be deposited in a Project Construction Account

which shall be held by the University. The said proceeds shall

be expended only for the purposes for which they are issued and,

pending expenditure for such purposes, may be invested as set

forth in Section 6 hereof.



Section 6. Investment of Funds. Moneys held under this

Resolution shall be invested and reinvested by the Trustee, upon

receipt of written instructions from the President or the Vice

President for Business and Financial Affairs of the University,

in, to the extent permitted by law, the following investment

securities: (i) obligations of or obligations guaranteed by the

United States of America or obligations guaranteed by any federal

agency; (ii) certificates of deposit or time or demand deposits

issued by nationally or state-chartered banks or savings and loan

associations secured by any of the foregoing or insured by a

federal insurance corporation; (iii) interest-bearing time or

demand deposits or bank repurchase agreements secured by any of

the foregoing, under which collateral is physically held by the

lender or a third party, each with banks or other financial

institutions; (iv) rate guarantee agreements or other similar

banking arrangements collateralized with obligations described in

(i) above, each with banks or other financial institutions; or

(v) any other investment securities for which the Government of

the Virgin Islands is authorized to invest public monies.



Any investment herein authorized is subject to the

condition that no portion of the proceeds derived from the sale

of the Notes shall be used, directly or indirectly, in such

manner as to cause any Note to be an "arbitrage bond" within the

meaning of Section 148 of the Internal Revenue Code of 1986, as



amended (the "Code").



Section 7. Creation of Liens. The University covenants

that it will not issue any bonds or other evidences of

indebtedness, other than the Notes, secured by a lien or pledge



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of the moneys, securities or funds held or set aside by the

University under this Resolution and shall not create or cause to

be created or suffer to exist any lien or charge on the Project,

or such moneys, securities or funds; provided, however, that

nothing contained in this Resolution shall prevent the University

from (i) issuing evidences of indebtedness payable out of, or

secured by a pledge of, revenues derived from the Project on and

after such date as the pledge of the Project provided in this

Resolution shall be discharged and satisfied or (ii) other

evidences of indebtedness secured by the general obligation and

full faith and credit of the University.



Section 8. Tax Covenant. The University agrees and

covenants that it shall at all times do and perform all acts and

things necessary or desirable and within its reasonable control

in order to assure that interest paid on any Series of the Notes

(the interest on which is intended to be excluded from gross

income for Federal income tax purposes), shall, for the purpose

of Federal income taxation, be excludable from the gross income

of the recipients thereof and exempt from such taxation.



Section 9. Issuance of Bonds. The University shall use

its best efforts to issue and sell Bonds in an amount sufficient,

together with any other moneys available therefor, to pay in full

at maturity the Notes herein authorized or any renewals thereof

and shall promptly apply the proceeds of the Bonds, as and when

received, or so much thereof as may be sufficient for the

purpose, to the payment of the Notes and the interest thereon.



Section 10. Form of Note. Subject to the provisions of

this resolution, the form of the Notes and the registration

provision shall be substantially the following tenor:



(FORM OF NOTE)



No.

THE UNIVERSITY OF THE VIRGIN ISLANDS

GENERAL OBLIGATION BOND ANTICIPATION NOTES,

1992 SERIES __

Maturity Date: aa: St. Thomas, United States

Interest Rate: —_ per centum (_ %) Virgin Islands

Issue Date:

$



FOR VALUE RECEIVED, the undersigned, THE UNIVERSITY OF

THE VIRGIN ISLANDS (hereinafter called the "University"), a body

politic and corporate, constituting an educational institution of

higher learning and an instrumentality of the Government of the

Virgin Islands, and having its principal office on Charlotte

Amalie, St. Thomas, Virgin Islands, organized and existing under



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and by virtue of the Revised Organic Act of the Virgin Islands,

as amended (the "Revised Organic Act"), and the laws of the

Virgin Islands, including Chapter 33 of Title 17 of the Virgin



Islands Code, as amended (the "Act"), hereby promises to pay to

the registered owner hereof, on upon

presentation and surrender of this Note, at the office of

, aS Paying Agent the principal sum of Dollars

($ ), in lawful money of the United States of

America, and to pay interest on said principal sum from the date

hereof at said office, in like money, at the rate of



per centum ( %) per annum, payable on the Maturity Date.



This Note is one of a duly authorized series of notes of

the University designated "The University of the Virgin Islands

General Obligation Bond Anticipation Notes, 1992 Series"

(herein called the "Series _ Notes"), in the aggregate principal

amount of $ , issued under and pursuant to the Revised

Organic Act and the Act and under and pursuant to a resolution of

the University adopted March 8, 1992, entitled "Resolution

Authorizing Issuance of $5,000,000 General Obligation Bond

Anticipation Notes of The University of the Virgin Islands" (the

"Resolution").



This Note is a direct and general obligation of the

University payable from (i) the proceeds of notes issued in

renewal thereof, (ii) the proceeds of the long-term Bonds to be

issued by the University, or (iii) fees, charges or other

revenues derived from and attributable to the Project set forth

in the Resolution. The University, a public undertaking

authorized by an. act of the Legislature of the Government of the

Virgin Islands, and the full faith and credit of the University

are hereby pledged to the punctual payment of the principal of

and interest on this Note as the same shall become due and



payable.



The University has no taxing power and its obligations

are not debts of the Government of the Virgin Islands or of any

political subdivision of the Government of the Virgin Islands, or

of the United States of America. The Series _ Notes will not

constitute a pledge of the faith and credit of the Government of

the Virgin Islands or of any political subdivision thereof nor

shall the Notes be payable out of funds or properties other than

those of the University. The issuance of the Series _ Notes

will not obligate the Government of the Virgin Islands or any of

its political subdivisions or the United States of America to

levy or pledge the receipts from any form of taxation for the

payment of the Series _ Notes. This Note shall not constitute

an indebtedness within the meaning of any constitutional or

statutory debt limitation or restriction.

The Series _ Notes are issuable in fully registered

form in minimum denominations of $100,000 and integral multiples

of $5,000 in excess thereof. Principal of, and interest on, the

Series Notes is payable upon maturity at the principal office

of the — ; , the Paying Agent.



(The University may prepay this Note in whole or in part

at any time, without premium or penalty, by paying all of the

principal amount of the Note, together with unpaid interest

accrued on the amount of principal as prepaid to the date of such

prepayment, as set forth in the aforesaid resolution and upon not

less than forty-five (45) days prior written notice. ]



Neither the members of the University nor any person

executing the Series Notes shall be liable personally on the

Series _ Notes by reason of the issuance thereof.



IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all

acts, conditions and things required by the Revised Organic Act,

the Act and the laws of the Virgin Islands and this Resolution to

exist, to have happened and to have been performed precedent to

and in the issuance of the Series Notes, exist, have happened

and have been performed in due time, form and manner as required

by law and that the issue of the Series Notes, together with

all other indebtedness of the University, is within every debt

and other limit prescribed by law.



IN WITNESS WHEREOF, The University of the Virgin Islands

has caused this Note to be executed by the manual or facimile

signature of its President and the seal of the University (or a

facsimile thereof) to be hereunto affixed, imprinted or otherwise

reproduced and attested by the manual or facsimile signature of

the Secretary or the Assistant Secretary of its Board of Trustees



all as of this __ day of yomgoe.



THE UNIVERSITY OF THE VIRGIN ISLANDS



President

[Seal]



ATTEST:

bad



Assistant Secretary, Board of Trustees



Section 11. This resolution shall take effect

immediately.



CERTIFICATION



The undersigned does hereby certify that the foregoing

is a true and exact copy of a resolution of the Board of Trustees

of the University of the Virgin Islands adopted at its meeting on

March 8, 1992, as recorded in the minutes of said meeting.



Onwitle Loan AL 5] f2.



Secretary of the Board “Date