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RESOLUTION AUTHORIZING ISSUANCE OF UP TO $25,000,000 GENERAL OBLIGATION BONDS OF THE UNIVERSITY OF THE VIRGIN ISLANDS. Upon motion duly made and seconded, the following were unanimously adopted by the members of the Board of Trustees of The University of the Virgin Islands: WHEREAS, it is necessary for The University of the Virgin Islands (the "University") to provide moneys for the construction, furnishing and equipping of certain academic and other facilities of the University, and to pay the principal and interest on the 1992 Series A Notes, the 1992 Series B Notes and the 1993 Series A Notes (as each are defined below) (the "1994 Project"); and WHEREAS, to finance all or a portion of the costs of the 1994 Project, the University intends to issue its general obligation bonds in an aggregate principal amount not to exceed $25,000,000 (the "Bonds") pursuant to an Indenture of Trust between the University and a trustee to be appointed by the University by a Certificate of Determination of the University as set forth below (the "Indenture") ; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE UNIVERSITY OF THE VIRGIN ISLANDS AS FOLLOWS: Section 1. Pursuant to Chapter 33 of Title 17 of the Virgin Islands Code, as amended, general obligation bonds of the University are hereby authorized to be issued in the aggregate principal amount of not to exceed $25,000,000 (the "Bonds") for general capital expenditures in connection with the construction, furnishing and equipping of certain academic and other facilities of the University, and to pay principal and interest on the University’s outstanding General Obligation Bond Anticipation Notes, 1992 Series A, dated April 27, 1992, its General Obligation Bond Anticipation Notes, 1992 Series B, dated July 1, 1992, and its General Obligation Bond Anticipation Notes, 1993 Series A, dated April 15, 1993 issued in the original aggregate principal amounts of $500,000, $1,000,000, and $1,000,000, respectively, (the "1992 Series A Notes" , the "1992 Series B Notes" and the "1993 Series A Notes", respectively). In computing the total amount of Bonds which may be at any time outstanding, the amount of the outstanding Bonds to be renewed or refunded from the proceeds of the sale of the new Bonds or by exchange for new Bonds shall be excluded. 59102.1 012808 RES contained in the Financing Documents shall be deemed to be the covenants, stipulations, obligations and agreements of the University to the full extent authorized or permitted by law, and such covenants, stipulations, obligations and agreements shall be binding upon the University and its successors from time to time and upon any board or body to which any powers or duties affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the University or the members thereof by the provisions of this Resolution or the Financing Documents shall be exercised or performed by the University or by such trustees, officers, board or body as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Financing Documents shall be deemed to be a covenant, stipulation, obligation or agreement of any trustee, officer, agent or employee of the University nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 6. The Authorized Signatory is hereby designated the authorized representatives of the University and each of them is hereby authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and agreements and to do and cause to be done any and all proper acts and things necessary or desirable for carrying out this Resolution, the Financing Documents and the issuance of the Bonds. Section 7. For purposes of the Act, the provisions of the Financing Documents shall be deemed to set forth, for purposes of the Act, the uses of the proceeds of the Bonds as set forth in the Indenture. Section 8. The firm of Hawkins, Delafield & Wood is hereby appointed as bond counsel for the University in connection with the issuance of the Bonds. Section 9. This Resolution shall supersede any inconsistent provision of any resolution previously adopted by the University and shall take effect immediately. RKKKKKKEKKKEKEKEKE KEKE EKER KEE REREREKEKEEEKKEKEKKEKKKKKKKKKKKKEE CERTIFICATION The undersigned does hereby certify that the foregoing is a true and exact copy of a resolution of the Board of Trustees of the University of the Virgin Islands adopted at its meeting on February 19, 1994, as recorded in the minutes of said meeting. (Onurble, Kae Secretary of the Board