10.
(5) In any Depreciation Shortfall Year in which
the amount on deposit in the Depreciation Reserve Fund
exceeds the sum of the present values on the first day
of the next succeeding Shortfall Year of the Deprecia-
tion Shortfall for each of the succeeding Depreciation
Shortfall Years, assuming a 5-1/2%-annual discount rate,
the State Treasurer, at the request of the University,
shall transfer the amount of such excess to the Uni-
versity to be applied to any lawful purpose of Medical
College of Virginia Hospitals."
(d) By the acceptance of a Series B Bond, the holder
thereof assents to all of the provisions of this Section.
SECTION 7. Executive Committee Authorized to Approve
Award of Series B Bonds, to Authorize Execution of Bond
Purchase Agreement and to Approve Official Statement. The
Executive Committee of the Board is hereby authorized to
approve, on behalf of the Board, the award of the Series B
Bonds by the Treasury Board; provided, however, that the net
Underwriters' discount shall not exceed 3-1/2% of the face
amount of the Series B Bonds. The Executive Committee may
interest cost shall not exceed 13½% per annum, and the
authorize the Rector to execute and deliver, on behalf of
the Board of Visitors, the Bond Purchase Agreement covering
the sale of the Series B Bonds, such execution and delivery
to be conclusive evidence of the approval and authorization
thereof by the Board of Visitors. The Executive Committee
is also authorized to approve the Official Statement with
respect to the Series B Bonds.
SECTION 8. Approval of Preliminary Official Statement.
The form and content of the Preliminary Official Statement,
in substantially the form of the proof dated June 10, 1982,
together with such changes, modifications and deletions as
may be deemed necessary and appropriate by the Vice President
for Finance of the University and the legal advisor to the
University, are hereby approved and authorized in all
respects. The Board hereby approves the distribution of the
Preliminary Official Statement and approves and consents to
the use of copies of the Preliminary Official Statement,
the Resolution and the Supplemental Resolution by the
underwriters in connection with the public offering of
the Series B Bonds.
11.
EXHIBIT A
[FORM OF COUPON SERIES B BONDS]
No - $5,000
United States of America
Commonwealth of Virginia
VIRGINIA COMMONWEALTH UNIVERSITY
Medical College of Virginia Hospital Revenue Bond,
Series B
Virginia Commonwealth University, a public body consti-
tuted as a governmental instrumentality of the Commonwealth
acting through its Board of Visitors (herein called the
"Board"), for value received, hereby promises to pay, solely
from the funds provided therefor as hereinafter set forth,
of Virginia (herein sometimes called the "University"),
to the bearer on July 1, (or earlier as hereinafter
referred to), upon the presentation and surrender hereof,
the principal sum of
FIVE THOUSAND DOLLARS
and to pay, solely from said funds, interest thereon from
the date hereof at the rate of per centum ( %)
per annum until payment of such principal sum, such interest
to the maturity hereof being payable on January 1, 1983 and
semiannually thereafter on January 1 and July 1 in each year
upon the presentation and surrender of the coupons repre-
senting such interest as the same respectively become due.
Both the principal of and the interest on this bond are pay-
able in any coin or currency of the United States of America
which on the respective dates of payment thereof is legal
tender for the payment of public and private debts. The
principal of this bond and the interest hereon are payable
at the principal office of First & Merchants National Bank,
in the City of Richmond, Virginia, or, at the option of the
bearer, at the principal office of Bankers Trust Company, in
the Borough of Manhattan, City and State of New York.
This bond is not payable from the funds of the Univer-
sity nor does it constitute a legal or equitable pledge,
charge, lien or encumbrance upon any of the properties of
the University or upon its income, receipts or revenues,
A-1
except as hereinafter provided for. This bond is not a debt
of the Commonwealth of Virginia and does not create or con-
stitute any indebtedness or obligation of the Commonwealth
of Virginia, legal, moral or otherwise.
This bond is one of a duly authorized series of revenue
bonds of the University, designated "Medical College of
Virginia Hospital Revenue Bonds, Series B" (herein called
the "Series B Bonds"), consisting of bonds in the aggregate
principal amount of Thirty-seven Million Four Hundred
Thousand Dollars ($37,400,000) maturing in annual install-
ments on July 1 in each of the years 198 to 199_, inclusive,
and of bonds maturing on July 1, 20 , of like tenor and
effect, except as to number, denomination, interest rate,
stated maturity and redemption, and issued pursuant to Title
23, Chapter 3, Code of Virginia of 1950, as amended, and a
resolution duly adopted by the Board on September 30, 1977,
as amended by a supplemental resolution (herein called the
"Supplemental Resolution") duly adopted by the Board on June
17, 1982 (hereinafter collectively called the "Resolution")
for the purpose of providing funds, together with any other
available funds, for paying a part of the cost of construct-
ing and equipping a three-story addition to an existing
supply and distribution facility center and renovating an
existing facility known as North Hospital operated as part
of Medical College of Virginia Hospitals and reimbursing the
State Treasury for advances made in connection with the
acquisition of the former land and building of Richmond Eye
Hospital (herein collectively called the "Program").
THE SUPPLEMENTAL RESOLUTION AMENDS THOSE PROVISIONS OF
THE RESOLUTION PROVIDING FOR THE FUNDING OF, AND DISPOSITION
OF MONEYS IN, THE DEPRECIATION RESERVE FUND CREATED UNDER
THE RESOLUTION BY PERMITTING THE USE OF A FORMULA WHICH MAY
RESULT IN A SUBSTANTIAL REDUCTION IN THE AMOUNTS REQUIRED TO
BE DEPOSITED TO SAID FUND AND BY EXPANDING THE USES WHICH
MAY BE MADE BY THE UNIVERSITY OF MONEYS ON DEPOSIT TO THE
CREDIT OF SAID FUND. SAID AMENDMENTS WILL TAKE EFFECT AT
SUCH TIME AS THE SERIES A BONDS (HEREINAFTER REFERRED TO)
ARE NO LONGER OUTSTANDING OR AT SUCH EARLIER TIME AS CON-
SENTS TO SAID AMENDMENT SHALL HAVE BEEN OBTAINED FROM THE
HOLDERS OF NOT LESS THAN A MAJORITY IN AGGREGATE PRINCIPAL
AMOUNT OF ALL BONDS THEN OUTSTANDING PURSUANT TO THE PROVI-
SIONS OF THE RESOLUTION. THE FIRST PURCHASERS OF THE SERIES
B BONDS HAVE EXECUTED A WRITTEN INSTRUMENT OF CONSENT TO THE
ABOVE-MENTIONED AMENDMENTS AND, BY THE ACCEPTANCE OF THIS
BOND, THE HOLDER HEREOF ADOPTS SUCH INSTRUMENT AS HIS OWN
AND CONSENTS TO ALL OF THE PROVISIONS OF THE SUPPLEMENTAL
RESOLUTION.
A-2
The Resolution provides for the issuance from time to
time under the conditions, limitations and restrictions
therein set forth of additional bonds (i) to provide funds
for completing payment of the cost of the Project (as de-
fined in the Resolution), (ii) for paying all or a part of
the cost of Improvements (as defined in the- Resolution), and
(iii) to refund any bonds issued under the Resolution. All
such additional series of bonds shall be on a parity with
the Series A Bonds (hereinafter mentioned) and with the
Series B Bonds and together with the Series A Bonds and the
Series B Bonds are herein called the "bonds". Reference
is hereby made to the Resolution for the provisions, among
others, with respect to the custody and application of
the proceeds of the bonds issued under the Resolution, the
collection and disposition of revenues, the special fund
charged with and pledged to the payment of the interest and
the redemption premium, if any, on and the principal of the
bonds, the nature and extent of the security thereby created,
the terms and conditions under which the bonds are or may be
issued, the rights of the holders or registered owners of
the bonds, and the rights and obligations of the University.
By the acceptance of this bond, the holder hereof assents to
all of the provisions of the Resolution.
The Resolution provides for the creation of a fund
designated the "Medical College of Virginia Hospital Revenue
Bonds Interest and Sinking Fund" (hereinfter called the
"Sinking Fund"), which fund is pledged to and charged with
the payment of the principal of and the interest on all
bonds issued under the provisions of the Resolution, and
also provides for the deposit to the credit of said fund of
the revenues derived from the operation of the Hospital
Facilities (as defined in the Resolution), subject to the
liens of the holders of the outstanding Medical College of
Virginia Clinical Center Revenue Bonds (Series 1965) and
Medical College of Virginia Dormitory Revenue Bonds (Series
1965), to the extent and in the manner provided in the
Resolution.
The bonds are issuable as coupon bonds in the denomina-
tion of $5,000 each and as registered bonds in denominations
of $5,000 or any integral multiple thereof. At the princi-
pal office of First & Merchants National Bank, Richmond,
Virginia (the "Bond Registrar"), in the manner and subject
to the limitations and conditions provided in the Resolution
and without cost, except for any tax or other governmental
charge, registered bonds may be exchanged for an equal aggre-
gate principal amount of coupon bonds of the same series and
maturity, bearing interest at the same rate and having
attached thereto coupons representing all unpaid interest
A-3
due or to become due thereon, or of registered bonds of the
same series and maturity, of authorized denominations, and
bearing interest at the same rate, and coupon bonds with all
coupons appertaining thereto representing all unpaid interest
due or to become due thereon may in like manner be exchanged
for an equal aggregate principal amount of registered bonds
of the same series and maturity, of authorized denominations
and bearing interest at the same rate.
There are outstanding under the provisions of the Reso-
lution the University's "Medical College of Virginia Hospital
Revenue Bonds, Series A", dated November 1, 1977 (the "Series
A Bonds") initially issued in the amount of $64,400,000.
The Series B Bonds at the time outstanding are not sub-
ject to redemption prior to July 1, 1992, except in connec-
tion with damage to or destruction of the Hospital Facilities
as provided in the Resolution. If called for redemption in
such event, the bonds will be subject to redemption by the
University in whole at any time in the event of damage to or
destruction of all or substantially all of the Hospital
Facilities or in part on any interest payment date (in incre-
ments of not less than $500,000) in the event of partial
damage to or destruction of the Hospital Facilities, all in
the manner provided in the Resolution, at the principal
amount of the bonds to be redeemed together with the interest
accrued thereon to the date fixed for redemption, but with-
out premium.
In addition, the Series B Bonds at the time outstanding
may be redeemed not earlier than July 1, 1992, prior to
their respective maturities, either in whole at any time or
in part on any interest payment date, at the option ofthe
University, from any moneys that may be made availablefor
such purpose, at the redemption price (expressed as aper-
centage of the principal amount) set forth below plusaccrued
interest to the redemption date:
Redemption Dates Redemption
(both dates inclusive) Price
From To
The Series B Bonds maturing on July 1, , are re-
quired to be redeemed prior to maturity in part on July 1
in years and amounts as follows, at the price of par and
accrued interest to the redemption date, without premium:
Year - Amount Year Amount
$ $
If less than all of the bonds of any series shall be
called for redemption, the particular bonds or portions of
registered bonds to be redeemed shall be called in the
inverse order of their maturities. If less than all of the
bonds of any one maturity of a series shall be called for
redemption, the particular bonds or portions of registered
bonds of such maturity and series to be redeemed shall be
selected by lot by the Bond Registrar in such manner as the
Bond Registrar in its discretion may determine. The portion
of any registered bond to be redeemed shall be in the
principal amount of $5,000 or some integral multiple thereof.
In selecting bonds for redemption, the Bond Registrar shall
treat each registered bond as representing that number of
coupon bonds which is obtained by dividing the principal
amount of such registered bond by $5,000.
At least thirty (30) days before the redemption date of
any bonds, whether such redemption shall be in whole or in
part, the State Treasurer shall cause a notice of any such
redemption (a) to be published once in a daily newspaper of
general circulation published in the City of Richmond,
Virginia, and in a daily newspaper of general circulation or
a financial journal published in the Borough of Manhattan,
City and State of New York, (b) to be filed with the Bond
Registrar and the paying agents, and (c) to be mailed, post-
age prepaid, to all bondholders of record (as defined in the
Resolution), owning or holding bonds to be redeemed in whole
or in part, but failure so to file or mail any such notice
shall not affect the validity of the proceedings for such
A-5
redemption. On the date. designated for redemption, notice
having been published as aforesaid, the bonds or portions of
registered bonds so called for redemption shall become and
be due and payable at the redemption price provided for the
redemption of such bonds or such portions thereof on such
date, and, if moneys for the payment of the redemption price
and the accrued interest are held by the Bond Registrar or
the paying agents as provided in the Resolution, interest on
such bonds or such portions thereof so called for redemption
shall cease to accrue, the coupons for any such interest
payable subsequent to the redemption date shall be void,
such bonds or such portions thereof so called for redemption
shall cease to be entitled to any benefit or security under
the Resolution and the holders or registered owners thereof
shall have no rights in respect of such bonds or such por-
tions thereof so called for redemption except to receive
payment of the redemption price so held by the Bond Registrar
or the paying agents.
The holder of this bond shall have no right to enforce
the provisions of the Resolution or to institute action to
enforce the covenants therein, or to take any action with
respect to any event of default under the Resolution, or to
institute, appear in or defend any suit or other proceeding
with respect thereto, except as provided in the Resolution.
In certain events, on the conditions, in the manner and
with the effect set forth in the Resolution, the principal
of all the bonds then outstanding under the Resolution may
become or may be declared due and payable before the stated
maturities thereof, together with the interest accrued
thereon.
Resolutions modifying the terms of the Resolution or of
any resolution supplemental thereto may be adopted only to
the extent and in the circumstances permitted by the Resolu-
tion.
This bond is issued with the intent that the laws
of the Commonwealth of Virginia shall govern its construc-
tion.
All acts, conditions and things required by the Consti-
tution and laws of the Commonwealth of Virginia and the
Resolution to happen, exist and be performed precedent to
and in the issuance of this bond have happened, exist and
have been performed as so required.
A-6
IN WITNESS WHEREOF, the Board of Visitors of Virginia
Commonwealth University has caused this bond to be executed
with the facsimile signature of its Rector and signed by its
[Secretary] [Assistant Secretary], and a facsimile of the
corporate seal of the University to be imprinted hereon, and
the interest coupons hereto attached to be executed with
the facsimile signature of said Rector, all as of August 1,
1982.
[Assistant] Secretary of the Rector of the Board of Visitor
Board of Visitors of Virginia of Virginia Commonwealth
Commonwealth University University
[FORM OF COUPONS]
No.
On , 1 , Virginia Commonwealth University
will pay to bearer (unless the bond mentioned below shall
previously have become payable as provided in the Resolu-
tion referred to in said bond and provision for payment
thereof shall have been duly made) at the principal office
of First & Merchants National Bank, in the City of Richmond,
Virginia, or at the option of the bearer, at the principal
office of Bankers Trust Company, in the Borough of Manhattan,
City and State of New York, upon the presentation and sur-
render hereof, the sum of
Dollars in any coin or currency of the United States of
America which at the time of payment is legal tender for the
payment of public and private debts, solely from the funds
referred to in, and for the interest then due upon, its
Medical College of Virginia Hospital Revenue Bond, Series B,
dated as of August 1, 1982, No
Rector of the Board of Visitors
of Virginia Commonwealth
University
[FORM OF REGISTERED BONDS]
Same as form of coupon bonds except as -follows:
1. Substitute the following for the caption and the first
paragraph:
No. R
United States of America
Commonwealth of Virginia
VIRGINIA COMMONWEALTH UNIVERSITY
Medical College of Virginia Hospital Revenue Bond,
Series B
Virginia Commonwealth University, a public body consti-
tuted as a governmental instrumentality of the Commonwealth
of Virginia (herein called the "University"), acting through
its Board of Visitors (herein called the "Board"), for value
received, hereby promises to pay, solely from the funds pro-
vided therefor as hereinafter set forth, to
or registered assigns or legal represen-
tative, on July 1, (or earlier as hereinafter referred
to), upon the presentation and surrender hereof at the prin-
cipal office of First & Merchants National Bank, in the City
of Richmond, Virginia (the "Bond Registrar"), the principal
sum of
DOLLARS
in any coin or currency of the United States of America which
on the date of payment thereof is legal tender for the pay-
ment of public and private debts, and to pay, solely from
said funds, to the registered owner hereof by check mailed
to the registered owner at his address as it appears on the
bond registration books of the University, interest on said
principal sum from in like coin or currency at
the rate of per centum ( %) per annum until payment of
said principal sum, such interest to the maturity hereof
being payable semiannually on January 1 and July 1 in each
year.
2. Insert the following paragraph immediately follow-
ing the paragraph dealing with exchange of bonds:
A-9
The transfer of this bond is registrable by the regis-
tered owner hereof in person or by his attorney or legal rep-
resentative at the principal office of the Bond Registrar
but only in the manner and subject to the limitations and
conditions provided in the Resolution and upon surrender and
cancellation of this bond. Upon any such registration of
transfer the University shall execute and the Bond Registrar
shall deliver in exchange for this bond a new registered
bond or bonds registered in the name of the transferee, of
authorized denominations, or, at the option of the trans-
feree, coupon bonds with coupons attached representing all
unpaid interest due or to become due thereon, in aggregate
principal amount equal to the principal amount of this bond,
of the same series and maturity and bearing interest at the
same rate.
3. Substitute the following for the paragraph concern-
ing the notice of redemption and the effect thereof:
At least thirty (30) days before the redemption date of
any bonds, whether such redemption shall be in whole or in
part, the State Treasurer shall cause a notice of any such
redemption (a) to be published once in a daily newspaper of
general circulation published in the City of Richmond,
Virginia, and in a daily newspaper of general circulation or
a financial journal published in the Borough of Manhattan,
City and State of New York, (b) to be filed with the Bond
Registrar and the paying agents, and (c) to be mailed, post-
age prepaid, to all bondholders of record (as defined in
the Resolution) owning or holding bonds to be redeemed in
whole or in part, but failure so to file or mail any such
notice shall not affect the validity of the proceedings
for such redemption. On the date designated for redemption,
notice having been published as aforesaid, the bonds or
portions of registered bonds so called for redemption shall
become and be due and payable at the redemption price provided
for the redemption of such bonds or such portions thereof on
such date, and, if moneys for the payment of the redemption
price and the accrued interest are held by the Bond Regi-
strar, as provided in the Resolution, interest on such bonds
or such portions thereof so called for redemption shall cease
to accrue, such bonds or such portions thereof so called for
redemption shall cease to be entitled to any benefit or
security under the Resolution, and the holders or registered
owners thereof shall have no rights in respect of such bonds
or such portions thereof so called for redemption except to
A-10
receive payment of the redemption price thereof and the
accrued interest so held by the Bond Registrar. If a por-
tion of this bond shall be called for redemption a new bond
or bonds in principal amount equal to the unredeemed portion
hereof will be issued to the registered owner upon the sur-
render hereof.
4. Substitute the following for the witnessing clause:
IN WITNESS WHEREOF, the Board of Visitors of Virginia
Commonwealth University has caused this bond to be executed
with the facsimile signature of its Rector and signed by its
[Secretary] [Assistant Secretary], and a facsimile of the
corporate seal of the University to be imprinted hereon, all
as of August 1, 1982.
5. Omit the Form of Coupons.
A-11
