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(Tax-Exempt) Commercial Paper General Revenue Pledge Notes, Series B

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(Tax-Exempt) Commercial Paper General Revenue Pledge Notes, Series B Amended Commercial Paper Memorandum Ratings Moody's: P-1 S&P: A-1+ Fitch: F1+ $300,000,000 The Rector and Visitors of the University of Virginia Commercial Paper General Revenue Pledge Notes consisting of: Commercial Paper General Revenue Pledge Notes, Series A (Tax-Exempt) Commercial Paper General Revenue Pledge Notes, Series B (Taxable) Offering This Amended Commercial Paper Memorandum provides information concerning two series of commercial paper notes (collectively, the "Notes") issued by The Rector and Visitors of the University of Virginia (the "University"). The Notes consist of (i) a tax-exempt series (the "Series A Notes") and (ii) a taxable series (the "Series B Notes"). The first Notes were issued in 2003 and are issued from time to time to finance and refinance certain capital projects and cash requirements of the University. Currently, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Goldman, Sachs & Co. are serving as dealers for the Notes (the "Dealers") and The Bank of New York Mellon Trust Company is serving as Issuing and Paying Agent for the Notes. Liquidity support for the Notes is provided solely by the University. See "APPENDIX A — THE UNIVERSITY OF VIRGINIA" and the audited financial statements of the University in APPENDIX B. The Notes The Notes are issued in denominations of $100,000 and integral multiples of $1,000 in excess of $100,000. The Notes are exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 3(a)(2) in the case of the Series A Notes and Section 3(a)(4) in the case of the Series B Notes. The Notes mature on a Business Day not more than 270 days from the date of issue. The Notes are secured by a general revenue pledge of the University and rank equally with other similarly secured obligations of the University. The Notes are issued in book-entry only form in The Depository Trust Company's ("DTC") same day funds settlement system. Under this system, no physical commercial paper BofA Merrill Lynch Goldman, Sachs & Co. Dated: February 4, 2011 notes are issued or delivered other than one master note for each series of the Notes, which is held by the Issuing and Paying Agent on behalf of DTC. Instead, each issuance and placement of the Notes is recorded by means of electronic book entry. See "APPENDIX C — BOOK-ENTRY ONLY SYSTEM." Each Note will bear interest at the rate determined by its respective Dealer on or before the date of issuance thereof to be the minimum rate that, in the judgment of such Dealer, would enable such Dealer to sell such Note on the date of issuance at a price equal to its fair market value considering similar securities. It is understood that different interest rates may be determined for Notes maturing on the same date. The determination of the interest rates and maturity dates for Notes by the respective Dealer will be conclusive and binding on the Holders of such Notes, the University and the Issuing and Paying Agent. Interest on Series A Notes will be calculated on the basis of the actual number of days elapsed in a year containing 365 or 366 days (as the case may be). Series A Notes may only be sold at a price equal to 100% of the principal amount thereof. Interest will be payable on the respective maturity date of the Series A Notes. Interest on Series B Notes will be calculated on the basis of the actual number of days elapsed in a year containing 360 days. Series B Notes may be sold at a price equal to the principal amount thereof less any original issue discount thereon. Series B Notes sold with original issue discount will accrue to 100% of the principal amount thereof on the respective maturity date thereof. The principal of and interest on the Notes will be payable in any money of the United States of America that at the time of payment is legal tender for payment of public and private debts or by check payable in such money only upon presentation and surrender of such Notes at the designated office of the Issuing and Paying Agent. Pledge of Pledged Revenues Pursuant to the Note Resolution pursuant to which the Notes were authorized (the "Note Resolution"), the University is required to pay the principal of and interest on the Notes as they become due. Such obligation is secured, together with general revenue pledge bonds previously issued by the University and certain other obligations issued by the University and secured on a parity basis with the Notes (collectively "Parity Credit Obligations") by a pledge of "Pledged Revenues" (as hereinafter defined). "Pledged Revenues" means any or all of the revenues now or hereafter available to the University which are not required by law, by binding contract entered into prior to the date of the Note Resolution, or by the provisions of any Qualifying Senior Obligation (as hereinafter defined) to be devoted to some other purpose and shall include, without limitation, all revenues pledged to the payment of any Qualifying Senior Obligation net of amounts necessary to pay it or any operating or other expenses, the payment of which is required or permitted to be made with such revenues prior to payment of such Qualifying Senior Obligation. "Qualifying Senior Obligations" include any existing obligation of the University (except for Parity Credit Obligations) and certain qualifying future obligations of the University, which are secured with a pledge of any portion of the University's Revenues (not including Outstanding General Revenue Pledge Bonds, as defined below), and all obligations issued to refund such obligations. See "Qualifying Senior Obligations and Credit Obligations" and "Existing and Permitted Parity Credit Obligations" below. Qualifying Senior Obligations and Credit Obligations The Note Resolution permits the University, within the limitations described below and other restrictions, to pledge in the future the revenues from certain revenue producing facilities or systems to the payment of future Qualifying Senior Obligations, with such pledge being superior to the pledge securing the Notes and with operating expenses of such facilities or systems also having a prior claim to such revenues. For example, Qualifying Senior Obligations may include those secured by a pledge of net revenues from certain dormitory, dining hall, parking or student fees. All such pledges would be (1) prior and superior -2- to the pledge securing the Notes, and (2) net of operating expenses for the related system or facility, and such revenues would be available to pay the Notes and other Parity Credit Obligations only to the extent such revenues are not required for either operating expenses of the system or facilities involved or debt service on the related Qualifying Senior Obligations. Under the Note Resolution, the University may issue Qualifying Senior Obligations and may pledge and apply such portion of the Pledged Revenues as may be necessary to provide for (1) the payment of any such Credit Obligation, (2) the funding of reasonable reserves therefor and (3) the payment of operating and other reasonable expenses of the facilities financed in whole or in part with the proceeds of such Credit Obligation or facilities reasonably related to such facilities, and such pledge shall be senior and superior in all respects to the pledge of Pledged Revenues securing the Notes and any other Parity Credit Obligations, but only if the Chief Operating Officer, the Chief Financial Officer or the President of the University (each, an "Authorized Officer") certifies in writing that (1) taking into account the incurrence of such proposed Credit Obligation, (a) the University will have sufficient funds to meet all of its financial obligations, including its obligations to pay principal of and interest on all Credit Obligations, for all Fiscal Years to and including the second full Fiscal Year after the later of (i) the issuance of such proposed Credit Obligation and (ii) the completion of any facility financed with its proceeds and (b) such Authorized Officer has no reason to believe that the University will not have sufficient funds to pay all amounts due under all indebtedness of the University during the term of such proposed Credit Obligation, (2) to the best of such Authorized Officer's knowledge, the University is not in default in the performance and observance of any of the provisions of the Note Resolution and (3) the University has received an opinion of counsel nationally recognized in matters concerning municipal bonds to the effect such proposed Credit Obligation has been validly issued under the relevant provisions of the Constitution of Virginia. The Note Resolution further permits the University to issue bonds to refund any Qualifying Senior Obligations and to secure such refunding bonds with the same source of revenues securing the Qualifying Senior Obligations being refunded. Upon the defeasance of the refunded Qualifying Senior Obligations pursuant to any such refunding, the refunding bonds will be considered Qualifying Senior Obligations under the Note Resolution. Currently, other than the University's portion (which as of June 30, 2010, was $16,670,345) of certain general revenue bonds previously issued by the Commonwealth of Virginia, there are no Qualifying Senior Obligations and the University has no plans to issue any Qualifying Senior Obligations. Existing and Permitted Parity Credit Obligations The University previously has issued Parity Credit Obligations, the outstanding principal amount of which as of June 30, 2010, was $905,586,607, including the then outstanding amount
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