FINDINGS OF FACT
As an incident to the adoption of this Authorizing Resolution (the "Resolution") and the issuance of the debt provided for herein, the Board of Trustees (the Board of Trustees") of Winthrop University (the "University") hereby finds:
1. The Board of Trustees is the governing body of the University, constituted pursuant to Section 59-125-10 of the Code of Laws of South Carolina 1976, as amended.
2. The University has determined the need to purchase certain biology and chemistry
scientific equipment and certain computer hardware and software licenses (the "Project").
3. Section 1-1-1020 of the Code of Laws of South Carolina 1976, as amended, provides
that the Office of the State Treasurer (the "State Treasurer") is authorized to provide
financing arrangements under the State Treasurer's Master Lease Program (the "Master
Lease Program") on behalf of the University.
4. The Vice President of Finance and Business for the University has submitted two
financing requests under the Master Lease Program, one for the purchase of certain
biology and chemistry scientific equipment ("Scientific Equipment") in the amount
of $750,000 (the "Scientific Equipment Request") and the other for the purchase of
computer hardware and software licenses in the amount $5,600,900 (the "Information
Technology Request" and, together with the Scientific Equipment Request, collectively,
the "Financing Requests"). The Financing Requests have been approved by the State
Treasurer's office.
5. The University has heretofore purchased the Scientific Equipment and anticipates
being reimbursed from the Scientific Equipment Request financing. If the University
is reimbursed under the Master Lease Program, the Scientific Equipment Request financing
would not be a tax-exempt financing and would be taxable for federal tax purposes.
Since the Scientific Equipment Request Financing would be a taxable issue, it may
be in the best interest of the University to use other funds of the University for
such Scientific Equipment purchases rather than finance under the Master Lease Program.
NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE UNIVERSITY, AS FOLLOWS:
1. The Financing Requests are hereby ratified, confirmed and approved and the Vice
President of Finance and Business is hereby authorized to enter into one or more transactions
under such terms and conditions as he deems appropriate to effectuate the financings
in an amount not to exceed $6,350,900 for the costs of the Project and to enter into
such agreements and execute such documents on behalf of the University as necessary
for such financings, including an Equipment/Lease Purchase Agreement, an Acquisition
Fund and any other documents necessary to secure such funds on behalf of the University
to finance the Project and any closing costs.
2. The Vice President of Finance and Business is further authorized to determine whether
it would be in the best interest of the University to proceed with the Scientific
Equipment as a taxable financing for reimbursement for the purchase of such equipment
or to use other funds of the University for such purpose.
3. This Resolution shall constitute a declaration of "official intent" under United
States Department of the Treasury Regulation Section 1.150-2 with respect to the components
of the Project.
4. This Resolution shall take effect immediately.
CERTIFIED COPY OF AUTHORIZING RESOLUTION
I, the undersigned being the duly qualified and acting as Secretary of the Board of Trustees (the "Board of Trustees") of Winthrop University do hereby certify that attached hereto is a copy of the Authorizing Resolution, enacted by the Board of Trustees at a meeting duly called and held on June 6, 2008, at which a quorum was present and acting throughout, which Resolution has been compared by me with the original thereof, and that such Resolution has been duly enacted and has not been modified, amended or repealed and is in full force and effect on and as of the date hereof in the form attached hereto.
IN WITNESS WHEREOF, I have hereunto set my hand this 6th day of June, 2008.
