RESOLUTION

concerning

AUTHORIZATION TO BORROW FROM THE STATE OF CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY, IN AN AMOUNT NOT TO EXCEED $92,400,000 FOR THE PURPOSE OF FINANCING IN ONE OR MORE SERIES VARIOUS ADDITIONS AND IMPROVEMENTS TO RESIDENTIAL AND OTHER FACILITIES OF THE CONNECTICUT STATE UNIVERSITY SYSTEM AND RELATED EXPENSES AND FINANCING COSTS, AUTHORIZATION TO PLEDGE CERTAIN REVENUES AND THE ENTRY INTO VARIOUS AGREEMENTS WITH THE CONNECTICUT HEALTH AND EDUCATIONAL FACILITIES AUTHORITY TO SECURE SUCH LOANS AND THE BONDS

May 6, 2005

WHEREAS,   The Board of Trustees for the Connecticut State University System (CSU) has requested and may request in the future the State of Connecticut Health and Educational Facilities Authority (CHEFA) to issue its revenue bonds pursuant to the provisions of the State of Connecticut Health and Educational Facilities Authority Act, being Chapter 187 of the General Statutes of Connecticut, as amended, including Public Act No. 95-270 (the CHEFA Act) to finance in one or more series all or a portion of the cost of (i) various additions and improvements to residential and other facilities of CSU and related expenses; (ii) to fund the Debt Service Reserve Fund in an amount equal to the Debt Service Reserve Fund requirement; and (iii) any other financing costs associated with the capital program (see Exhibit A, attached); and

WHEREAS,   CHEFA will submit to CSU for approval and execution in the name of and on behalf of CSU, various agreements, contracts, and other instruments, which may include, without limitation, loan agreements, pursuant to which CSU will be obligated to make payments of the principal of, premium, if any, and interest on CHEFA's revenue bonds, and will secure its repayment obligations by pledges of revenues of the University Fee, and all or part of revenues from Student Parking Fees and Housing Fees at Southern Connecticut State University, Eastern Connecticut State University, Western Connecticut State University and Central Connecticut State University as are necessary to secure the bonds, and certain other charges of CSU; tax compliance agreements pertaining to certain representations and agreements of CSU to preserve the tax exemption on CHEFA's revenue bonds; representation and indemnity agreements, pursuant to which CSU will make various representations and indemnifications in connection with the sale and issuance of CHEFA's revenue bonds; continuing disclosure agreements, pursuant to which CSU will agree to provide financial statements and other operating data to the secondary bond market; environmental indemnity agreements, pursuant to which CSU will make various representations and indemnifications concerning environmental and related matters; official statements pursuant to which CHEFA's revenue bonds will be sold, and other documents and agreements requested by CHEFA which are necessary or appropriate to effectuate the financing of the capital program; and CSU will issue its notes to secure its obligations under the loan agreements; and

WHEREAS,   The Board of Trustees for the Connecticut State University System is requesting assistance from CHEFA in connection with financing the capital program; now therefore be it

RESOLVED,   That the Board of Trustees for the Connecticut State University System approves the following provisions for authorization of CSU to borrow from CHEFA as described below:

Section 1. That the Board hereby approves the capital program substantially in the form as described in Exhibit A hereto, but reserves the right, in its discretion, not to undertake any one or more of the components of the capital program, to amend the scope and details of any component of the capital program, or to add additional components to be financed by any borrowings to finance the capital program.

Section 2. That the action of the officers of CSU, in submitting a request to CHEFA in the name of and on behalf of CSU in connection with financing of the capital program, be and the same is hereby ratified and approved and any future similar request of officers of CSU in furtherance of financing portions of the capital program in Exhibit A is hereby authorized.

Section 3. That CSU borrow a sum not to exceed $92,400,000 million from CHEFA to be used for the purpose of financing so much of the capital program, as described in Exhibit A hereto, as may be financed with proceeds of such borrowings, including but not limited to design and construction costs, equipment, materials, architect and engineering fees and other expenses related to the capital program, funding of a Debt Service Reserve Fund and paying costs of the financings; and that CSU may spend additional moneys on any component of the capital program from available funds from State General Obligation Bonds and past and future borrowings from CHEFA.

Section 4. That the Board hereby approves the pledge to CHEFA, in order to secure the financings, for the purposes and in accordance with the provisions of the CHEFA Act and Public Act No. 95-270, of all or any part of CSU's right, title and interest in and to any revenues of the University Fee, any revenues of Student Parking Fees and Housing Fees at Southern Connecticut State University, Eastern Connecticut State University, Western Connecticut State University and Central Connecticut State University as are necessary to secure the bonds, and certain other charges of CSU presently owned or hereafter acquired.

Section 5. That the Board hereby approves, as further security for the financing of the capital program, that CHEFA's revenue bonds are secured by a State Special Capital Reserve Fund (SCRF) as provided for in the CHEFA Act and, in particular, Section 10a-186a of the General Statutes, as amended, including Public Act No. 95-270, to be funded with proceeds of CHEFA's revenue bonds.

Section 6. That the Board hereby authorizes the Chancellor, and in his absence, the Chief Financial Officer of CSU, for and in the name of and on behalf of CSU, to execute one or more loan agreements and notes in as many counterparts as may be necessary, said loan agreements and notes to be in such form as such officer shall approve, such approval to be conclusively evidenced by such execution.

Section 7. That the Chancellor, and in his absence, the Chief Financial Officer of CSU, are further authorized for and in the name of and on behalf of CSU, to execute and deliver, in the manner provided in Section 6 of this resolution, any and all other financing documents and written agreements, contracts, evidences of indebtedness, certifications and other instruments to which CSU may be or become a party or which may be required to be executed and delivered in the name of and on behalf of CSU, including but not limited to the establishment of one or more accounts dedicated to make the payments required to be made to CHEFA or to secure CHEFA's revenue bonds, and a pledge of revenues from the University Fee, and all or part of revenues from Student Parking Fees and Housing Fees at Southern Connecticut State University, Eastern Connecticut State University, Western Connecticut State University and Central Connecticut State University as are necessary to secure the bonds, and certain other charges of CSU, as shall be determined by the Chancellor, and in his absence, the Chief Financial Officer of CSU, all such agreements, contracts and other instruments to be in such form as such officers may approve, such approval to be conclusively evidenced by such execution.

Section 8. That the Board hereby authorizes the Chancellor, and in his absence, the Chief Financial Officer of CSU, to approve, for and in the name of and on behalf of CSU, the use in Official Statements of CHEFA of information with respect to CSU, and to execute and deliver to CHEFA letters for use in Official Statements of CHEFA, such letters to be in such form as such officer may approve, such approval to be conclusively evidenced by such execution.

Section 9. That the Chancellor, and in his absence the Chief Financial Officer of CSU, is further hereby authorized, for and in the name of and on behalf of CSU, to approve or to execute, as appropriate, any or all instruments in connection with CHEFA's revenue bonds to be issued for the purposes herein approved; and any Trust Indenture between CHEFA and the Trustee to be selected by CHEFA, and any other agreement, instrument or document necessary or useful to consummate the financings of the capital program through CHEFA; and to cooperate with CHEFA in the issuance and sale of CHEFA's revenue bonds.

Section 10. It is the intention of the Board by this resolution to authorize the officers of CSU hereinabove named without further action by the Board, to approve all of the terms of CHEFA's revenue bonds, the terms of the loans from CHEFA, including the dates, amounts, interest rates, interest periods, maturities and financial and other covenants.

Section 11. The officers of CSU are, and each of them hereby is, authorized and directed to perform and take such other actions as may be desirable, necessary, proper or convenient to accomplish the intent and purposes expressed herein, and the performance thereof by such officer shall be conclusive as to the approval by such officer of the terms thereof.

Section 12. CSU hereby declares its official intent under Federal Income Tax Regulation Section 1.150-2 that project costs may be paid from temporary advances of available funds and that CSU reasonably expects to reimburse any such advances from the proceeds of borrowings in an aggregate principal amount not in excess of the amount of borrowing authorized above for financing the capital program; and no funds from sources other than the reimbursement bond issue are or are reasonably expected to be reserved, allocated on a long term basis, or otherwise set aside by CSU pursuant to CSU's budget or financial policies to pay the bond-financed portion of the capital program, except as set forth in Exhibit A; and be it further.

RESOLVED,   That the resolution shall take effect immediately upon its adoption.

A Certified True Copy:

Lawrence D. McHugh
Chairman