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Resolutions of
The Board of Trustees
Lincoln University, PA
RESOLUTION 340
September 19, 2009
LINE OF CREDIT INCREASE
RES340_091909
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WHEREAS, The University, as part of its operating budget, receives monthly
payments from the Commonwealth of Pennsylvania which based upon its 2008-2009
most recent fiscal year averaged approximately $1.2 million per month; and
WHEREAS, The General Assembly of the Commonwealth of Pennsylvania has not
voted to approve the budget for the 2009-2010 fiscal year as of this date
and it is anticipated that such approval may not occur for a matter of some
months in the future; and
WHEREAS, The Commonwealth of Pennsylvania is expected to appropriate approximately
$13,400,000 when it passes its budget; and
WHEREAS, The Commonwealth of Pennsylvania budget approval also is necessary
for the Pennsylvania Higher Educational Assistance Agency (PHEAA) to operate;
and
WHEREAS, PHEAA scholarships to Pennsylvania students who go to Lincoln University
are expected to be approximately $1,400,000 of the Lincoln University budget
for the 2009-2010 year; and
WHEREAS, The University has an immediate need to address the shortfall in
its operational budget which has occurred through no fault or action on the
part of the University and is a direct consequence of the University not
receiving its monthly budget payment from the Commonwealth and scholarships
from PHEAA; and
WHEREAS, On June 10, 2004, Lincoln University issued bonds which permit the
line of credit to be increased to 15% of operating expenses of the most recently
audited financial statements; and
WHEREAS, for Fiscal Year 2007-2008, Lincoln University’s audited operating
expenses were $55,194,430; and
WHEREAS, for Fiscal Year 2008-2009, Lincoln University’s audited operating
expenses are estimated to be at least $60,000,000; and
WHEREAS, The Board has determined that it is in the interest and advantage
of the University that it pursue an increase in the Line of Credit to a maximum
of Nine Million Dollars ($9,000,000) with Fulton Bank or other appropriate
financial institution, (the “Lender”); and
WHEREAS, The Board of Trustees (the “Board”) of Lincoln University is familiar
with the terms of a certain loan agreement by and between Fulton Bank (the
“Lender”) and the University (“Loan Agreement”) and certain other agreements,
documents, and instruments, including, without limitation, a certain promissory
note executed in connection therewith (collectively, with the Loan Agreement,
the “Loan Documents”) which evidences the existence of a Six Million Dollar
Line of Credit for the University (the “Line of Credit”), as authorized by
Board Resolution 182, approved by the Board of Trustees on September 18,
2004; now, therefore be it
RESOLVED, That the University is hereby authorized to borrow on an unsecured
basis under the Credit Documents and all agreements, instruments and documents
related thereto, and to incur liability under the terms and conditions of
the Credit Documents and all agreements, instruments and documents related
thereto, and that the President and Vice President of Fiscal Affairs of Lincoln
University are each hereby jointly and expressly authorized and empowered
to make such borrowings and incur such liabilities, as well as execute and
deliver certificates under the Credit Documents on behalf of the University;
and further
RESOLVED, That the amendments and modifications to the terms and conditions
of the Loan Documents and such related agreements, instruments and documents
as the Lender may require in connection with the increase in the Line of
Credit shall be expressly approved and executed on behalf of Lincoln University
by its President and Vice President of Fiscal Affairs and that upon execution
thereof are hereby approved and adopted without further resolution on the
part of this Board (all of the foregoing collectively with the Loan Documents,
the “Credit Documents”); and further
RESOLVED, That the University be, and it hereby is, authorized and directed
to enter into, deliver and perform its obligations and undertakings under
each of the Credit Documents on the terms and subject to the conditions set
forth therein provided however that the University shall be authorized an
increase in its line of credit up to the amount of $9,000,000 until March
31, 2010, or as soon as funding is received from the Commonwealth the line
of credit for the University shall revert back to the amount of $6,000,000
permanent line as established by Board Resolution 182 as approved by the
Board of Trustees on September 18, 2004; and further
RESOLVED, That the form of resolutions, if any, required by the Lender to
be adopted by the University in connection with the Credit Documents are
hereby ratified, approved and adopted and are incorporated herein by reference
as if set forth herein verbatim provided that a copy of such resolutions
are attached hereto; and further
RESOLVED, That any and all actions heretofore and hereafter taken on behalf
of the University in connection with the documents referred to in these resolutions
and the transactions contemplated thereby are hereby ratified, confirmed
and approved as the act and deed of the University.
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