SUPPLEMENTAL LOAN

WHEREAS, Lincoln University – of the Commonwealth System of Higher Education (“University”) is a not-for-profit corporation organized under the Lincoln University-Commonwealth Act, 24 P.S. §2510-4016 (“Act”), of the Commonwealth of Pennsylvania (“Commonwealth”); and

WHEREAS, The University (and its predecessor, the Ashmun Institute) were organized exclusively for certain educational purposes; and

WHEREAS, In furtherance of its educational purposes, the University has authorized a project consisting of the financing of (i) the construction of a dormitory containing approximately 400 beds and related facilities (“Dormitory Project”) ; (ii) the refinancing of certain debt incurred to finance the acquisition of property at 3020 Market Street, Philadelphia, Pennsylvania; and (iii) certain costs relating thereto  (collectively, “2004 Project”); and 

WHEREAS, The University intends to finance the costs of the 2004 Project from the proceeds of, inter alia, certain taxable and tax-exempt bonds (“Bonds”) to be issued by the Pennsylvania Higher Education Facilities Authority (“Authority”); and

WHEREAS, The University has heretofore financed the costs of certain projects from the proceeds of bonds issued by the Educational Direct Loan Mortgage Corporation (“Eddie Mac”), an organization constituting a “Designated Bonding Authority” (within the meaning of 20 U.S.C. 1066); and

WHEREAS, Eddie Mac has been succeeded by Commerce Capital Access Program Corporation (“Commerce”) as the “Designated Bonding Authority”; and

WHEREAS, Commerce has indicated an interest in financing a portion of the costs of the Dormitory Project by means of a loan to the University (“Supplemental Loan”); and

WHEREAS, The University desires to authorize certain members of the Board and certain employees of the University to negotiate the terms and provisions of the Supplemental Loan, subject to the provisions hereof, and to authorize and approve the undertaking of the Supplemental Loan, subject to the provisions hereof, and to take certain actions in connection therewith; now therefore, the Board of Trustees of the University (“Board”) hereby

RESOLVES, as follows:

SECTION 1.  Authorized Officers
For purposes of this Resolution, each of the President of the University and the Vice President of Fiscal Affairs of the University shall constitute an “Authorized Officer”.  Unless specifically authorized herein, all authorizations and directions herein to the Authorized Officers shall be joint and not several.

SECTION 2.  Approval of the Terms of the Supplemental Loan
The Board hereby authorizes and directs the Authorized Officers to negotiate the terms and provisions of the Supplemental Loan, subject to the terms and conditions hereof and the terms and provisions set forth on Schedule “A” attached hereto and made a part hereof..

SECTION 3.  Approval of the Execution and Delivery of the Supplemental Loan Documents
The Board hereby authorizes and approves the execution and delivery of all documents and instruments required or otherwise deemed appropriate to effect the Supplemental Loan or otherwise to effect the purposes of this Resolution including, without limitation: a loan agreement, a note, a mortgage (including an assignment of rents and leases, a security agreement and all documents and instruments ancillary thereto), Uniform Commercial Code financing statements, and all requisitions, certificates and instruments in connection therewith (together with all schedules and exhibits attached thereto, collectively, “Supplemental Loan Documents”).  

The Authorized Officers are hereby authorized and directed to execute and deliver the Supplemental Loan Documents in the final form approved by such Officers upon consultation with counsel to the University, and any single Authorized Officer or the Secretary of the Board is hereby authorized and directed to affix and attest the seal of the University to any document as required, and to attest the signature of any Board member, including any Authorized Officer, where required.  Such execution, attestation and delivery shall be deemed conclusive approval thereof by the Board.

SECTION 4.  Other Actions
In addition to the actions specifically authorized or required by this Resolution, any   Authorized Officer is hereby authorized and directed, upon consultation with counsel to the University,  to take any action or execute and deliver and to affix and attest the corporate seal of the University to any document, instrument or certificate deemed necessary or appropriate to effect the Supplemental Loan or any other matter contemplated hereby or deemed to be necessary or appropriate to effect the purposes of this Resolution.

SECTION 5.  Ratification of Prior Actions
Except as provided herein, all actions taken by any member of the Board or any employee of the University in connection with the Supplemental Loan are hereby ratified and confirmed.

SECTION 6.  Inconsistent Resolutions Rescinded 
All prior resolutions and parts thereof, to the extent inconsistent herewith, are hereby rescinded and repealed.

SECTION 7.  Effective Date of This Resolution
This Resolution shall be effective immediately upon the adoption thereof.
 

Terms of Supplemental Loan

1. Principal Amount:  not to exceed $23,000,000.

2. Maturity:  due not later than 40 years from the date of this Resolution.

3. Interest Rate:

Variable Rate, based up a spread of not more than 100 basis points above the prevailing 6 month U.S. Treasury Note.

4. Collateral:

If required, a mortgage lien on and security interest in :

 (i) the real and personal property located  in, at or on the dormitory facility to be financed in part with proceeds of the Supplemental Loan; and 

 (ii) the real and personal property located in, at or on or with an address of  3020 Market Street (or 3020-50 Market Street), Philadelphia, PA; and  
 
 (iii) a security interest in all or a portion of the University’s revenues.

5. Covenants:

Standard covenants in Eddie Mac project loan agreement for variable rate indebtedness.

The Undersigned, Secretary of the Board of Trustees of Lincoln University, hereby certifies that the foregoing is a true and correct copy of the Resolution adopted by the Board at a meeting thereof held on April 17, 2004, which meeting was duly called in accordance with the Bylaws of the University and at which meeting a quorum was present at all times.

Date:________________________   __________________________________
       Secretary

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