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 instructional equipment and certain application software systems (the "Instructional Equipment and Software").
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 shall submit a financing request under the Master Lease Program, for the purchase of the Instructional Equipment and Software in the amount of $2,000,000 (the "Financing Request"). The Financing Request must be approved by the State Treasurer's office.
NOW, THEREFORE BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE UNIVERSITY, AS FOLLOWS:
1. The Financing Request is 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 $2,000,000 for the costs of the Instructional Equipment and Software 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 Instructional Equipment and Software and any closing costs.
2. 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.
3. This Resolution shall take effect immediately.
CERTIFIED COPY OF AUTHORIZING RESOLUTION
I, the undersigned being the duly qualified and acting as Secretary to 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 April 13, 2012, 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 13th day of April, 2012.
