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Resolutions of
The Board of Trustees

EXECUTIVE COMMITTEE  RESOLUTION RELATING TO THE BOND FINANCING

WHEREAS, the Board of Trustees (“Board”) of Lincoln University - of the Commonwealth System of Higher Education (“University”) heretofore adopted Resolution 167_041704 on April 17, 2004  (“Board Resolution”) authorizing and approving certain matters in connection with a project consisting of, inter alia, the construction of a student dormitory and the refinancing of certain outstanding indebtedness, and the financing of such projects with a financial arrangement with the Pennsylvania Higher Education Facilities Financing Authority (“PHEFA”) (as further  described in the Board Resolution,  the “Project”); and

WHEREAS, The University has been advised that PHEFA is not able to finance all portions of the Project as contemplated by the Board Resolution, and

WHEREAS, The University has been advised that the Pennsylvania Economic Development Financing Authority (“PEDFA”), upon application and referral thereto by the Chester County Industrial Development Authority (“CCIDA”), is able to finance all portions of the Project as contemplated in the Board Resolution; and

WHEREAS, The Board Resolution authorized and directed the Executive Committee of the Board (“Executive Committee”) to approve certain matters in connection with the financing and the Project; and

WHEREAS, The University has determined that the purchase of a Credit Facility in the form of municipal bond insurance is financially advantageous to the University; and

WHEREAS, The Executive Committee desires to authorize and approve the financing agreement with PEDFA and to authorize and approve certain matters in connection with the financing and as set forth in the Board Resolution.

RESOLVED, By the Executive Committee of the Board of Trustees of the University hereby resolves as follows:

SECTION 1. Except as otherwise provided herein, for the purposes of this Resolution, each of the President and the Vice President of Fiscal Affairs of the University shall constitute an “Authorized Officer.”  Unless specifically authorized herein, authorizations and directions herein to “Authorized Officers” shall be joint and not several, and the signature or actions authorized shall require the signature or actions of both such officers.

SECTION 2. The Executive Committee hereby authorizes and approves the substitution of the Pennsylvania Economic Development Financing Authority as the issuer of the Bonds, and hereby authorizes and approves a financing agreement with PEDFA on the terms and conditions as specified in the Board Resolution and this Resolution.  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Board Resolution, except that the term “Authority” will now refer to PEDFA, and the term “Bonds” will now refer to bonds to be issued by PEDFA on behalf of the University.  The Executive Committee hereby ratifies, authorizes and approves all actions taken to complete the application to PEDFA, including the application submitted to the CCIDA.

SECTION 3. The Executive Committee, based on information submitted to it by the Vice President of Fiscal Affairs of the University and others, hereby confirms that the purchase of a Credit Facility in the form of municipal bond insurance (“Policy”), is financially favorable to the University, and that obtaining such policy from Financial Guaranty Insurance Company (“FGIC”) is the most favorable to the University, and in furtherance thereof authorizes, approves, ratifies and confirms the execution and delivery by the University of a commitment from FGIC issued April 23, 2004, as amended, to issue the Policy.

SECTION 4. In accordance with the Board Resolution, the Executive Committee hereby delegates to the President of the University the authority, upon advice of counsel, to determine the final terms and conditions relating to the Bonds, subject to the conditions set forth below and the terms of the Board Resolution, such determination by the President to be conclusive evidence of the approval thereof by the Board:
(a) Maximum aggregate principal amount of the Bonds shall not exceed $41, 500,000;
(b) the Bonds shall bear interest at a fixed rate or rates and the net interest costs of fixed rate bonds shall not exceed a blended rate of 6.00% per annum;
(c) the final maturity of the Bonds shall not be more than forty (40) years from the date of issuance thereof;
(d) the Bonds shall be issued in two series, one taxable and one tax-exempt;
(e) as authorized in Section 3 hereof, payments of the principal of and interest on the Bonds shall be insured by a municipal bond insurance policy to be issued by FGIC on the date of issuance of the Bonds; and
(f) The Bonds shall be subject to optional redemption in whole or in part not earlier than _________, 2014 at a redemption price not to exceed 100% or the principal amount thereof, and shall be subject to extraordinary and mandatory redemption prior to maturity to be determined at or prior to the sale of the Bonds.

SECTION 5. The Executive Committee hereby delegates to the President of the University the authority to approve such other modifications and additions to the financing documents as he shall determine, upon the advice of counsel, to be in the best financial interest of the University, including without limitation, the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Letter of Representations and the Continuing Disclosure Agreement, and to approve the information concerning the University set forth in the Preliminary and Final Official Statements, and the execution and delivery of such documents and instruments by the Authorized Officers shall be conclusive evidence of the approval thereof by the Board.

SECTION 6. All other matters taken by the University or by its agents or employees in furtherance of the financing as described in the Board Resolution and this Resolution are hereby ratified, approved and confirmed.

SECTION 7. This Resolution shall take effect immediately.  All Resolutions or parts thereof inconsistent herewith are, to the extent so inconsistent, hereby are repealed and rescinded and shall hence forth and be of no further force and effect.
 
 

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