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RESOLUTION OF THE UNIVERSITY OF THE VIRGIN ISLANDS AMENDING AND RESTATING THE "RESOLUTION AUTHORIZING ISSUANCE OF UP TO $20,000,000 GENERAL OBLIGATION BONDS OF THE UNIVERSITY OF THE VIRGIN ISLANDS" Upon motion duly made and seconded, the following was adopted by the Board of Trustees of the University of the Virgin Islands: WHEREAS, on June 12, 1999, the University of Virgin Islands (the "University") adopted a resolution (the "Prior Resolution") authorizing, among other things, the issuance of its general obligation bonds in an aggregate principal amount not to exceed $20,000,000 pursuant to the Indenture (as defined below); WHEREAS, the University has requested that the Prior Resolution be amended and restated to increase the principal amount of bonds authorized to be issued and the intended uses of the proceeds thereof; and WHEREAS, the Board of Trustees desires to accommodate such request; and WHEREAS, it is necessary for the University to provide moneys to refund all or a portion of the outstanding principal and interest due and payable on the 1994 Bonds, the IBM Notes and the Banco Loan (each as defined below) to achieve interest cost savings and/or to finance in part the costs of the construction, furnishing and equipping of a certain athletic facility on the St. Thomas Campus of the University and other capital projects of the University (collectively, the "1999 Project"); and WHEREAS, to finance all or a portion of the costs of the 1999 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 an aggregate principal amount not to exceed $25,000,000 (the "Bonds") to refund all or a portion of the outstanding portion of the University's General Obligation Bonds, 1994 Series A, dated September 1, 1994, issued in the original aggregate principal amount of $15,000,000 (the "1994 318397.5 021171 RES each Financing Document by said Authorized Signatories shall be conclusive evidence of due authorization and approval. Section6. All covenants, stipulations, obligations and agreements of the University contained in this Resolution and 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 shall any officer executing the Bonds be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 7. The Authorized Signatories are hereby designated 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 8. 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 9. This Resolution shall supersede any inconsistent provision of any resolution previously adopted by the University and shall take effect immediately. ADOPTED: November 6, 1999 Orville Kean, Ph.D., Secretary of the Board 318397.5 021171 RES