EXHIBIT B
FORM OF 2000A NOTE
VIRGINIA COMMONWEALTH UNIVERSITY
PROMISSORY NOTE
, 2000
VIRGINIA COMMONWEALTH UNIVERSITY, a public institution of higher
education in the Commonwealth of Virginia (the "Institution"), for value received, hereby
promises to pay to the VIRGINIA COLLEGE BUILDING AUTHORITY (the "Authority"),
or assigns, the principal sum of MILLION HUNDRED
THOUSAND DOLLARS ($ ), with interest on the unpaid principal sum until
said principal sum shall be paid at the interest rates provided in the Authority's
$ Educational Facilities Revenue Bonds (Public Higher Education
Financing Program) Series 2000A (the "2000A Bonds") issued pursuant to a Master
Indenture of Trust dated as of September 1, 1997 (the "Master Indenture") and a Fourth
Supplemental Indenture of Trust dated as of , 2000 (the "Fourth
Supplemental Indenture" and together with the Master Indenture, the "Indenture") both
between the Authority and THE BANK OF NEW YORK, as trustee (the "Trustee"). This
2000A Note is being issued by the Institution pursuant to a Loan Agreement dated as of
, 2000 (the "2000A Loan Agreement") between the Authority and the
Institution. The definitions of capitalized terms found in the Indenture and the 2000A
Loan Agreement are adopted herein.
The Institution shall pay principal of and interest on this 2000A Note (the
"Basic Payments") in such amounts as are required for payment when due of principal
(whether at maturity, upon redemption or otherwise) and interest on that portion of the
2000A Bonds issued to purchase this 2000A Note, at the times and in the amounts
listed on the Schedule of Basic Payments attached hereto and as provided in Section
4.2(a) of the 2000A Loan Agreement and Section 505 of the Master Indenture. The
Institution further promises to pay the Additional Payments, including Administrative
Expenses, Rebate Amounts and Premium Amounts, at the times and in the amounts
provided in Section 4.2(b) of the 2000A Loan Agreement.
Payments shall be made in lawful money of the United States of America
and, except for Administrative Expenses and Rebate Amounts, shall be made at the
corporate trust office of the Trustee in New York, New York, or at such other place as
the Trustee may direct in writing. The Basic Payments and Premium Amounts due
hereunder and under the 2000A Loan Agreement shall be payable by wire or other
transfer of immediately available funds to the Trustee.
B-1
The Authority, by the execution of the Indenture and the assignment form
at the foot of this 2000A Note, is assigning this 2000A Note and the Basic Payments
and Premium Amounts thereon to the Trustee as partial security for the Bonds, all as
issued pursuant to the Indenture. Payments of Basic Payments and Premium Amounts
on this 2000A Note shall be made directly to the Trustee for the account of the Authority
pursuant to such assignment and, except as provided in the Indenture, applied only to
the principal of, premium, if any, and interest on the Bonds. All obligations of the
Institution hereunder shall terminate when all sums due and to become due by the
Institution pursuant to the Fourth Supplemental Indenture, this 2000A Note, the 2000A
Loan Agreement and the 2000A Bonds have been paid or provided for in full.
In addition to the Basic Payments and Additional Payments specified
herein, the Institution shall also pay such additional amounts, if any, which, together
with other moneys available therefor pursuant to the Indenture, may be necessary to
enable the Trustee to make the payments and deposits required by Article V of the
Master Indenture with respect to the 2000A Bonds, including, without limitation,
amounts necessary to provide for payment when due of principal of (whether at
maturity, upon call for redemption or otherwise) and premium, if any, and interest on
that portion of the 2000A Bonds issued to purchase this 2000A Note.
The Institution shall have the option and the obligation to prepay this
2000A Note in whole or in part, but only upon the terms and conditions and in the
manner specified in the 2000A Loan Agreement.
This 2000A Note is issued to evidence the Institution's payment
obligations in Section 4.1(a) of the 2000A Loan Agreement and is entitled to the benefits
and subject to the conditions thereof, including the provisions of Section 4.5 thereof that
the Institution's obligations thereunder and hereunder shall be unconditional, except as
noted therein. The Institution acknowledges that its Pledged General Revenues have
been validly pledged to its obligations to make Basic Payments and Additional
Payments hereunder and under the 2000A Loan Agreement. All the terms, conditions
and provisions of the 2000A Loan Agreement are, by this reference thereto,
incorporated herein as a part of this 2000A Note.
Upon the occurrence of certain Events of Default, as defined in the 2000A
Loan Agreement, the principal of this 2000A Note may be declared, and the same shall
become, due in accordance with the 2000A Loan Agreement.
This 2000A Note shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the Institution has caused this Promissory Note
to be duly executed in its name and on its behalf by its duly authorized officer and to be
dated the date first above written.
VIRGINIA COMMONWEALTH UNIVERSITY
By
Name: Paul P. Jez
Title: Assistant Vice President for Busi-
ness Services and Treas-
urer
SCHEDULE OF BASIC PAYMENT
ASSIGNMENT
The VIRGINIA COLLEGE BUILDING AUTHORITY (the "Authority"),
hereby irrevocably assigns without recourse the foregoing Promissory Note to THE
BANK OF NEW YORK, as trustee (the "Trustee"), acting pursuant to a Master
Indenture of Trust dated as of September 1, 1997 (the "Master Indenture") and a Fourth
Supplemental Indenture of Trust dated as of , 2000, each between the
Authority and the Trustee, and hereby directs VIRGINIA COMMONWEALTH
UNIVERSITY, as the maker of the Promissory Note, to make all payments of Basic
Payments and Premium Amounts thereon directly to the Trustee at its corporate trust
office in New York, New York, or at such other place as the Trustee may direct in
writing. Such assignment is made as partial security for the payment of the Authority's
Educational Facilities Revenue Bonds (Public Higher Education Financing Program)
issued pursuant to the Master Indenture.
VIRGINIA COLLEGE BUILDING AUTHORITY
By Name: Stephen Hartwell
Title: Chairman
730086v1
from 7301640
15681.024 ''
EXHIBIT C
FORM OF OPINION OF COUNSEL TO INSTITUTION
, 2000
Virginia College Building Authority
Post Office Box 1879
Richmond, Virginia 23218-1879
The Bank of New York, as Trustee
101 Barclay Street, Floor 8W
New York, New York 10286
Re: Loan Agreement with Virginia College Building Authority
Ladies and Gentlemen:
I have acted as counsel for Virginia Commonwealth University (the "Institution"),
a public institution of higher education in the Commonwealth of Virginia, in connection
with the financing or refinancing by the Institution of certain capital improvement
projects (together, the "2000A Project") pursuant to a Loan Agreement dated as of
, 2000 (the "2000A Loan Agreement") between the Institution and the
Virginia College Building Authority (the "Authority") and a $ Promissory
Note (the "2000A Note") issued by the Institution pursuant to the 2000A Loan
Agreement.
In this connection, I have reviewed the following:
A. The enabling legislation set forth in the Code of Virginia
establishing and governing the Institution;
B. Bylaws of the Institution;
C. The 2000A Loan Agreement;
D. The 2000A Note; and
E. A resolution adopted by the Board of Visitors of the Institution
authorizing the execution and delivery of the 2000A Note and the 2000A
Loan Agreement.
Based on the foregoing and such other documents and investigation as I
consider necessary, for rendering this opinion, I am of the opinion that:
C-1
Virginia College Building Authority
The Bank of New York, as Trustee
, 2000
Page 2
1. The Institution is an "educational institution" as defined in Section 23-
30.24 of the Code of Virginia of 1950, as amended.
2. The Institution has the power to execute, issue and deliver the 2000A
Note and the 2000A Loan Agreement and by proper corporate action has duly
authorized the execution, issuance and delivery of the 2000A Note and the 2000A Loan
Agreement.
3. The 2000A Note and the 2000A Loan Agreement have been duly
executed, issued and delivered by the Institution and constitute valid and binding legal
obligations of the Institution enforceable in accordance with their terms, except that
enforceability thereof is subject to the provisions of bankruptcy, insolvency,
reorganization, moratorium and similar laws and to usual equitable principles, which
may limit the specific enforcement of certain remedies. The 2000A Loan Agreement
creates a valid pledge of the Pledged General Revenues, as defined therein, to the
payment of the Institution's obligations under the 2000A Note and the 2000A Loan
Agreement.
4. To the best of my knowledge, the execution, issuance and delivery of the
2000A Note and the 2000A Loan Agreement and the consummation of the transaction
contemplated in the 2000A Loan Agreement will not conflict with, or constitute a
violation or breach of, or a default under, (a) any applicable federal or Virginia
constitutional or statutory provision, (b) any agreement or other instrument to which the
Institution is a party or by which it is bound, or (c) any other rule, regulation, decree or
ordinance of any court, government or governmental authority having jurisdiction over
the Institution or its property.
5. To the best of my knowledge, no further approval, consent or withholding
of objection on the part of any regulatory body, federal, state or local, is required with
respect to the Institution for the execution, issuance, delivery and performance by the
Institution of the 2000A Note or the 2000A Loan Agreement.
6. To the best of my knowledge, there is no litigation at law or in equity or
any proceeding before any governmental agency pending or threatened in which any
liability of the Institution is not adequately covered by insurance, or in which any
judgment or order directed to the Institution would have a material adverse effect upon
the operations or assets of the Institution or affect the validity of the 2000A Note or the
2000A Loan Agreement.
For the purposes of this opinion, I have assumed, without independent
investigation or verification, the due authorization, execution and delivery of the 2000A
Loan Agreement by all parties thereto other than the Institution.
C-2
Virginia College Building Authority
The Bank of New York, as Trustee
, 2000
Page 3
Very truly yours,
730086v1 /from 730164v1
15681.024
Virginia College Building Authority
The Bank of New York, as Trustee
, 2000
Page 4
EXHIBIT D
NOTICE OF FAILURE TO FILE ANNUAL REPORT
[AUDITED ANNUAL FINANCIAL STATEMENTS]
VIRGINIA COMMONWEALTH UNIVERSITY
Virginia College Building Authority
Educational Facilities Revenue Bonds
(Public Higher Education Financing Program), Series 2000A
CUSIP NOS. 927780 to
Dated Date: ,2000
Issue Date: ,2000
NOTICE IS HEREBY GIVEN that Virginia Commonwealth University (the
"Institution") has not provided an Annual Report [Audited Annual Financial
Statements] as required by Section 5.9 of the Loan Agreement dated as of
, 2000, between the Virginia College Building Authority and the Institution. The Institution anticipates that the Annual Report [Audited Annual Fi
nancial Statements] will be filed by
Dated:
VIRGINIA COMMONWEALTH UNI-
VERSITY
By
Name:
Title:
Virginia College Building Authority
The Bank of New York, as Trustee
, 2000
Page 5
730086v1
from 730164v1
15681.024
