The official minutes of the University of South Carolina Board of Trustees are maintained by the Secretary of the Board. Certified copies of minutes may be requested by contacting the Board of Trustees’ Office. Electronic or other copies of original minutes are not official Board of Trustees' documents.

The Board of Trustees of the University of South Carolina met on Monday, December 14, 1998, at 10:00 a.m. in the Ballroom of the Russell House.

Board members present were: Mr. William C. Hubbard, Chairman; Mr. Mack I. Whittle, Jr., Vice Chairman; Dr. C. Edward Floyd, Chairman Emeritus; Mr. Herbert C. Adams; Mr. Arthur S. Bahnmuller; Mr. James Bradley; Mr. Mark W. Buyck, Jr.; Mr. William W. Doar, Jr.; Mr. Samuel R. Foster, II; Mrs. Helen C. Harvey; Mr. Toney J. Lister; Mr. Miles Loadholt; Mr. Robert N. McLellan; Mr. J. DuPre Miller; Mr. M. Wayne Staton; and Mr. John C. von Lehe, Jr. Members absent were: Mr. William M. Gregg, II; Mr. Michael J. Mungo; Dr. Barbara S. Nielsen; and Mr. Othniel H. Wienges, Jr. Faculty representative Eldon D. Wedlock, Jr., and student representative Kimberly Dickerson were also present.

Others present were: President John M. Palms; Secretary Thomas L. Stepp; Executive Vice President for Academic Affairs and Provost Jerome D. Odom; Vice President for Human Resources Jane M. Jameson; Vice President for Student and Alumni Services Dennis A. Pruitt; Vice President for Development Charles D. Phlegar; Vice President for Medical Affairs and Dean, School of Medicine, Larry Faulkner; General Counsel Walter (Terry) H. Parham; Athletics Director Michael B. McGee; Trustee Emeritus T. Eston Marchant; Trustee Emerita Lily Roland Hall; Chairman, Lancaster County Commission for Higher Education, William McDow; Chancellor, USC Aiken, Robert E. Alexander; Chancellor, USC Spartanburg, John C. Stockwell; Dean, College of Journalism and Mass Communications, Judy VanSlyke Turk; Dean, College of Pharmacy, Farid Sadik; Dean, School of Public Health, Harris Pastides; Dean, USC Beaufort, Chris Plyler; Dean, USC Lancaster, Joseph Pappin; Dean, USC Salkehatchie, Carl Clayton; Dean, USC Sumter, C. Leslie Carpenter; Dean, USC Union, James Edwards; Interim Dean, College of Liberal Arts, Gordon B. Smith; Interim Vice Provost and Executive Dean, Regional Campuses and Continuing Education, Carolyn A. West; Associate Dean, College of Applied Professions, J. Thomas Davis; Executive Director, University Foundations, Susie VanHuss; Director of Business Affairs Richard D. Wertz; Associate Vice Provost for Sponsored Programs and Research, Ardis M. Savory; Director, Institute for Southern Studies, Walter B. Edgar; Director, Department of Internal Audit, Alton McCoy; Director of Facilities Management and University Architect Charles G. Jeffcoat; Legislative Liaison John Gregory; Chair, Department of Exercise Science, Russell Pate; Interim Chair, Department of Health Administration, Carleen Stoskopf; Assistant Director of Planning Services, Facilities Management, Donna Collins; Assistant to the Vice President for Business and Finance Ken Corbett; Chief Executive Assistant to the President J. Lyles Glenn; Religious Counselor of the Hillel Jewish Counselorship Bernard Friedman; Professor, Department of Exercise Science, Bruce McClenaghan; faculty members receiving emeritus status: Eugene Crediford, Richard Goodwin, James Hardin, Jr., Ernest McCutcheon, William Salisbury, Charles Tucker, and Donald Weatherbee; representative from Media Relations Jason Snyder; and a representative from the media.

Chairman Hubbard welcomed everyone to the meeting and invited the members of the University family to introduce themselves. Mr. Hubbard welcomed former Board members Eston Marchant and Lily Roland Hall. Mr. Snyder introduced the representative from the media. Mr. Friedman was invited to deliver the Invocation.

Mr. Hubbard introduced faculty members who had been awarded honorary faculty titles at the October 1998 meeting of the Board of Trustees. On behalf of the Board of Trustees, Mr. Hubbard thanked the professors for their service to the University.

Mr. Hubbard stated that there were personnel matters with respect to honorary faculty titles, tenure and promotion, and candidates for honorary degrees, as well as a contractual matter regarding a potential property purchase, appropriate for Executive Session. He called for a motion to enter Executive Session. Mr. Adams so moved, and Mr. Bahnmuller seconded the motion. The vote was taken, and the motion carried.

The following persons were invited to remain: Dr. Palms, Mr. Stepp, Dr. Odom, Ms. Jameson, Dr. Pruitt, Mr. Phlegar, Mr. Parham, Dr. Alexander, Dr. Stockwell, Dr. West, Mr. Glenn, Mr. Corbett, Ms. Hyatt and Ms. Medich.

Executive Session

Return to Open Session

I. Approval of Minutes: The following fifteen sets of minutes had been circulated by mail to the Board for review and were presented for approval:

A. Board of Trustees, October 22, 1998

B. Executive Committee, October 22, 1998

C. Academic Affairs & Faculty Liaison Committee, October 22, 1998

D. Buildings and Grounds Committee, October 22, 1998

E. Fiscal Policy Committee, October 22, 1998

F. Health Affairs Committee, October 22, 1998

G. Intercollegiate Activities Committee, October 22, 1998

H. Student-Trustee Liaison Committee, October 22, 1998

I. Ad Hoc Committee on Advancement, November 12, 1998

J. Intercollegiate Activities Committee, November 12, 1998

K. Buildings and Grounds Committee, November 12, 1998

L. Executive Committee, November 12, 1998

M. Student-Trustee Liaison Committee, November 12, 1998

N. Fiscal Policy Committee, November 19, 1998

O. Health Affairs Committee, November 19, 1998

There were no additions, deletions, or corrections to the minutes, and they stood approved as distributed.

II. Committee Reports

A. Intercollegiate Activities Committee

(The Honorable Toney J. Lister, reporting)

Mr. Lister complimented Dr. Palms, Dr. McGee, Mr. Parham, Mr. Glenn, and their staffs on their efforts of the past few weeks in the hiring of head football coach Lou Holtz.

The Intercollegiate Activities Committee had met on November 12, 1998, and received a report from the Director of Athletics. Dr. McGee had reported that the selection process for the architectural and engineering phase of the new arena was under way. Five firms would be selected to be interviewed, with contract negotiations scheduled for December. Mr. Lister said that had been accomplished.

Dr. McGee further reported that improvements to be made to the baseball stadium included concrete surface restoration and the addition of 1,800 individual chair backs which would replace the bench and bleacher seats. There was a fund raising plan whereby a person could have a name placed on a seat back at a cost of $100. The bench seats that would be removed from the baseball facility and would be moved to the softball stadium. When expansion of the softball facility was completed, it would seat 1,600.

The Buildings and Grounds Committee would be presenting a project for the Board's approval to sand and repaint the light towers at Williams-Brice Stadium. That project was scheduled to begin in May and would be completed by the start of the 1999 football season. Additional landscaping plans called for improvements to the north side of Williams-Brice Stadium.

Dr. McGee had stated that the University needed to upgrade its Olympic sports facilities and several options had been presented. Those options continued to be studied. In the area of gender equity, it appeared that the University was currently in compliance with Title IX regulations.

Dr. McGee had also reviewed the "Healthy Relationships" program that was in place for student athletes. The program was under the direction of Harold White and dealt with social and behavioral issues. All student athletes would go through the program this year.

Season basketball sales were completed with 8,100 season tickets sold and 3,900 tickets held for students. This was the fourth year of a sellout. Volleyball was enjoying excellent attendance, and attendance continued to increase for women's basketball.

B. Buildings and Grounds Committee

(The Honorable Mark W. Buyck, Jr., reporting)

Mr. Buyck reported that the Buildings and Grounds Committee met on November 12, 1998, and heard several reports and took several actions.

It was reported that the McMaster Renovation Project, which had experienced difficulty, was anticipated to be substantially completed by April 8, 1999. The Graduate Research Science Center remained on schedule, and the lower levels should be completed in time for occupancy in January 1999. The Executive Committee, later in this meeting, would recommend a new funding plan to upfit the second floor of the facility. Construction of the South Campus Housing project had begun, and the Library Remote Storage Facility should be completed by summer.

In keeping with established Board policy, the administration had approved an increase of $185,000 to the Hodge Center Renovation Project. It was funded with $100,000 in Institutional Capital Project Funds and $85,000 in Spartanburg Renovation Reserve Funds. It would result in a total project budget of $2,172,000.

Dr. Stockwell had updated the Committee on the proposed Information Resources Complex as part of the USC Spartanburg Master Plan. The complex would address USCS' need for space and support Spartanburg County's goal to attract "high-end, high-tech" corporate development. The facility would address overcrowding of the existing library, serve numerous public purposes, and create "Business Information Technology Centers." The Committee was very pleased with the ambitious proposal.

Fraternities and sororities had been asked to provide information regarding their interest in building Greek Houses. One fraternity had submitted a nearly completed package, and others were forthcoming. It was anticipated that four sororities would be ready to build soon. The Greek organizations gave consideration to the current police station site, but there was greater interest in waiting for the proposed Greek Row adjacent to the Gibbes property--the site on which the Strom Thurmond Fitness and Wellness Center would be located.

Specific plans for the Alumni House were discussed by the Committee. The concerns expressed would be considered, and the project would be taken back to the Committee for reconsideration. The Committee questioned, among other items, whether the administrative staff of the Alumni Association should have offices in the same facility as the social space. The Committee would review the revised plans before making any decision regarding the project. The project would also be reviewed by the Architectural Design Review Committee.

Concern was also expressed regarding exterior treatments of certain buildings on campus. The architects for the Fitness/Wellness Center would be instructed to erect a mock-up panel prior to the bidding process so that the Architectural Design Review Committee could review the materials prior to bids being let.

The following items were approved for recommendation to the Board:

1. North Inlet-Winyah Bay Reserve Headquarters in Georgetown County: This proposal was to construct a 4,500 square foot building adjacent to the existing main laboratory of North Inlet-Winyah Bay Reserve Headquarters at Baruch. The new building would contain offices, teaching space, a library, an environmental monitoring laboratory, as well as storage and display areas to complement and augment existing space in the main building.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved approval of the construction of the North Inlet-Winyah Bay Research Headquarters Building at the Baruch Marine Field Laboratory as presented, subject to a satisfactory lease extension for all University projects associated with the Belle W. Baruch Foundation, and with a budget of $550,000 to be funded with a $400,000 grant from the National Oceanic and Atmospheric Administration and $150,000 from Institutional Funds. A further proviso was that if state matching funds were received, they would be used in place of the Institutional Funds. Mr. Doar seconded the motion. The vote was taken, and the motion carried.

2. Williams-Brice Stadium Painting: This project was to paint the light towers and structural bents on the east and west sides of Williams-Brice Stadium. The work would include sand blasting the structure and pressure washing the surfaces to prepare them for priming and finish coat paining. The work was scheduled to occur in the summer of 1999.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved approval to establish the project to paint Williams-Brice Stadium as presented with a budget of $600,000 to be funded with Athletics Department Operating Funds. Mr. Bahnmuller seconded the motion. Mr. Bahnmuller said it had been suggested at one time to set up a fund to pay for maintenance work, and he asked if that had been done. Dr. Palms responded that there were funds for regular maintenance, although there was never enough. The vote was taken, and the motion carried.

3. USC Beaufort Administration Building Renovation Project: This project would address the renovation and preservation of the most historic building on the main campus of USC Beaufort. It was approved by the Board in June 1997 with a budget of $1,084,500. As planning progressed, a more detailed and accurate estimate of the costs was developed, and it was determined that an additional $415,500 would be needed to complete the project. Private money had been pledged for this increase, and Beaufort County had provided the funds until the private money was in hand.

On behalf of the Buildings and Grounds Committee, Mr. Buyck moved to increase the USC Beaufort Administration Building Renovation Project by $415,500 for a total project budget of $1.5 million to be funded with $1,084,500 from Capital Improvement Bonds and $415,500 from Private Funds. Mrs. Harvey seconded the motion. The vote was taken, and the motion carried.

C. Executive Committee

(The Honorable William C. Hubbard, reporting)

1. Employment Contract for the Athletics Director: Mr. Hubbard stated that a copy of the terms of the University's employment contract with Dr. Michael McGee was mailed with the materials for this meeting. The contract was approved by the Executive Committee for recommendation to the full Board at its meeting of November 12, 1998. The terms of the contract were included in the minutes of that meeting.

Mr. Hubbard called for a motion to approve Dr. McGee's contract as mailed. Mr. Bahnmuller so moved, and Mr. Bradley seconded the motion. The vote was taken, and the motion carried.

2. Athletic Facilities Bond Anticipation Notes: At its meeting earlier this day, the Executive Committee approved for recommendation to the full Board a Bond Resolution [Exhibit A] to refund and refinance the Athletic Facilities Bond Anticipation Notes (BANs) which mature on February 25, 1999. The principal of the current outstanding $16,075,000 BANs would be reduced by approximately $2,075,000, leaving the amount to be refunded and refinanced at approximately $14,000,000. It was recommended that BANs obtained by competitive bids through the State Treasurer's office be used.

Mr. Hubbard called for a motion to approve the Bond Resolution as distributed at this meeting. Mr. Bradley so moved, and Mr. Staton seconded the motion. The vote was taken, and the motion carried.

3. Graduate Science Research Center Second Floor Upfitting: The Executive Committee, at its meeting earlier this day, approved a request for a project increase in the budget of the Graduate Science Research Center (GSRC) of $1.5 million to allow the upfitting of the second floor. The increase would be funded with $269,460.30 in State Capital Improvement Bonds, $230,000 in Appropriated State Funds, and $1,000,539.70 in Indirect Cost Recovery.

This matter was brought directly to the Executive Committee, with the concurrence of the Chairman of the Buildings and Grounds Committee, because of an urgent time line.

Mr. Hubbard called for a motion to approve the request to increase the budget of the GSRC by $1.5 million, as presented, for a total budget of $34,600,000 to be funded with $17,200,000 in Institutional Bonds, $5,615,935 in 1995/96 State Supplemental Funds, $4,653,525.30 in Capital Improvement Bonds, $2,300,000 in Auxiliary Funds, $1,500,000 in Renovation Reserve, $3,100,539.70 in Indirect Cost Recovery Funds, and $230,000 in Appropriated State Funds (Endowment Match Money). Mr. Buyck so moved, and Mr. Adams seconded the motion.

Mr. Hubbard invited the Provost to comment on the need for the additional appropriation and what it would mean to the GSRC. Dr. Odom stated that the Chemistry and Biochemistry Department of the University was one of the major recipients of external funds for research. Great strides had been made in research funding from external sources, with nearly fifty percent growth in the last three years. The upfitting of the second floor of the GSRC would allow the analytical chemistry division to move into the building, along with their colleagues from the remainder of the Chemistry and Biochemistry Department. Dr. Odom saw this as needed and necessary, and the faculty would be very appreciative of it. The vote was taken, and the motion carried.

4. Mr. Hubbard informed the Board that the Executive Committee, at its meeting earlier this day, had approved the contract for new head football coach Lou Holtz. Mr. Hubbard invited Dr. Palms to provide an overview of the terms of the contract. Dr. Palms stated that the University had set out to hire a very outstanding coach, while staying within the philosophy of the compensation paid to other University coaches, particularly the basketball coach. Dr. Palms congratulated Dr. McGee, Mr. Parham, and Mr. Glenn for working to have those guidelines fulfilled. The basic contract had a base salary of $150,000, with supplemental compensation provided if there were an appearance in a post-season bowl game ($25,000); winning the Eastern Division of the Southeastern Conference ($50,000); or winning the NCAA National Championship ($75,000). A life insurance policy of $600,000 would be paid for, as well as a disability insurance policy in the amount of $97,500. Coach Holtz would receive use of two automobiles, memberships in clubs, etc. Dr. Palms said the entire package was very close to what Coach Brad Scott had received. The full details of the contract would be included in the minutes of the December 14, 1998, Executive Committee meeting.

On behalf of the Board, Mr. Hubbard commended Dr. Palms, Mr. Parham, Mr. Glenn, and Dr. McGee for their efforts in securing the services of Lou Holtz as head football coach.

D. Student-Trustee Liaison Committee

(The Honorable Miles Loadholt, reporting)

Mr. Loadholt reported that the Student-Trustee Liaison Committee met on November 12, 1998, with student representatives from all of the University's campuses in attendance.

Students from each campus reported on the many activities taking place on their campuses. Students and the Director of Student Services from USC Lancaster gave an in depth report on the Peer Advisement in Lancaster program -- called PAL. The program was begun eleven years ago to assist first generation college students in their adjustment to college life. The advisors spend six months in training. A number of students join the program because they were helped, themselves, by members of "PAL."

The meeting was followed by the Annual Student-Trustee Reception, and many of the students invited to the reception came early to attend the meeting. The reception provided the opportunity for student leaders and their advisors to meet and talk with members of the Board. It was a successful event with excellent attendance. Mr. Loadholt thanked the Board members for their attendance.

E. Fiscal Policy Committee

(Mr. Robert N. McLellan, reporting)

Mr. McLellan reported that the Fiscal Policy Committee met on November 19, 1998, and received Internal Audits for Student Fees and Depository, the Law Library, and the Lancaster Campus. These audits were thoroughly reviewed by the Committee and were mailed to the members of the Board in accordance with established procedures. Outstanding items that had been on the audit tracking report for more than six months were also thoroughly reviewed.

The Designated Fund Quarterly Report indicated that revenue and expenses were in line with the performance of previous years. For more specific details of the Committee meeting, Mr. McLellan invited the Board members to read the minutes of the meeting which were mailed with the materials for today's meeting or to contact a member of the Committee.

F. Health Affairs Committee

(The Honorable J. DuPre Miller, reporting)

The Health Affairs Committee met on November 19, 1998, and heard a report from Associate Dean Stanley Fowler on the "Primary Care Education Program."

The School of Medicine had established primary care practices in medically underserved communities, and these clinics were used as training bases for medical students as well as for students from Nursing, Pharmacy, Public Health, and Social Work.

The third of these clinics was planned for Bennettsville. Marlboro Park Hospital agreed to be the hospital partner; and Marlboro County Charity Trust agreed to sponsor, own, and operate the center. The next step was to create a consortium of funding partners to address the $2.5 million program budget.

The impact of the Primary Care Education Program was significant. The students benefitted from real life experiences; they were encouraged to consider establishing rural practices; and they learned to respect and understand other health disciplines. The clinics also provided a research base for new approaches and technology applications. The strategic plan for the School of Medicine called for five such centers.

Mr. Bahnmuller and Mr. Hubbard spoke on the benefits of the program.

G. Academic Affairs and Faculty Liaison Committee

(The Honorable Robert N. McLellan, reporting for The Honorable

Helen C. Harvey)

Mr. McLellan stated that the Academic Affairs and Faculty Liaison Committee considered the following items at its meeting of November 19, 1998.

1. Honorary Degree Candidates: On behalf of the Committee, Mr. McLellan moved to remove the following names from the table to receive honorary degrees:

William Daniel Boan

Daniel John Meador

Bill Moyers

George Henson Page

Mrs. Harvey seconded the motion. The vote was taken, and the motion carried.

2. Honorary Faculty Titles: The requests for honorary faculty titles had received all appropriate academic and administrative approvals and had been presented to the Committee and to the Board in Executive Session, without objection.

a) R. Thomas Lange, Jr., School of Medicine, would receive the title Librarian Emeritus upon his retirement December 31, 1998;

b) Oliver M. Higgins, Jr., School of Medicine, would receive the title Vice Dean Emeritus upon his retirement December 31, 1998;

c) Edwin F. Wilde, Division of Mathematics and Computer Science, USC Spartanburg, would receive the title Distinguished Professor during his final year of service. Upon his retirement June 30, 1999, that title would change to Distinguished Professor Emeritus.

d) Edgar P. Hickman, The Darla Moore School of Business, would receive the title Distinguished Professor during his final year of service. Upon his retirement December 31, 1999, that title would change to Distinguished Professor Emeritus.

e) Ralph T. Morgan, College of Journalism and Mass Communica-tions, would receive the title Emeritus Professor upon his retirement May 15, 1999.

On behalf of the Committee, Mr. McLellan moved approval of the requested honorary faculty titles. Mr. von Lehe seconded the motion. The vote was taken, and the motion carried.

3. Promotion and Tenure: The following request for promotion and tenure received all appropriate academic and administrative approvals and was presented to the Committee and to this Board in Executive Session. Ernest L. Wiggins, College of Journalism and Mass Communications, would be promoted to Associate Professor and granted tenure.

On behalf of the Committee, Mr. McLellan moved approval of Mr. Wiggins promotion and tenure. Mr. Foster seconded the motion. The vote was taken, and the motion carried.

4. Departmental Name Change: It had been requested that the name of the Department of Germanic, Slavic and Oriental Languages and Literatures be changed to the Department of Germanic, Slavic and East Asian Languages and Literatures. The request had received all appropriate academic and administrative approvals.

On behalf of the Committee, Mr. McLellan moved approval of the requested name change. Mr. Miller seconded the motion. The vote was taken, and the motion carried.

5. Changes to USC Columbia Faculty Manual: A request for changes to the USC Columbia Faculty Manual regarding the size and duties of the Graduate Council had been received. Membership would be increased to nine members selected by the Graduate School faculty and nine members appointed by the President; the Council's responsibilities were further defined. The changes were deemed legally sufficient and not objectionable on legal grounds by the General Counsel.

The section on the Graduate Council would read as follows:

The Council is composed of nine members selected by the Graduate School Faculty, nine members appointed by the President of the University, and the Associate Provost and Dean of the Graduate School who serves as secretary. The Graduate Council acts in an advisory capacity to the Associate Provost and Dean of the Graduate School and to the administration, takes action on graduate students' petitions and on faculty requests for graduate grade changes, and performs other duties assigned to it by the Graduate School Faculty or the administration of the University.

The Graduate Council is responsible for the approval of major changes in Graduate School policy, new courses, course changes, new programs, and modifications of existing degree programs so long as such modifications are in accord with general regulations of the Graduate School Faculty. Actions of the Council in these areas shall be published to the faculty and shall become final if not challenged within thirty days by ten members of the Graduate School Faculty. A challenge shall consist of a written statement of disagreement with an action or actions of the Council addressed to the Chair or the Secretary and signed by ten or more members of the Graduate School Faculty. If a challenge cannot be resolved by the Council to the satisfaction of the challengers, the matter shall be referred to the Graduate School Faculty for resolution at a meeting called by the Associate Provost and Dean of the Graduate School. Any decision made by the graduate faculty at the called meeting will supersede the decision of the Graduate Council. A quorum for the called meeting shall be 10% of the graduate faculty.

On behalf of the Committee, Mr. McLellan moved approval of the requested changes to the USC Columbia Faculty Manual. Mr. Doar seconded the motion. The vote was taken, and the motion carried.

6. Changes to USC Spartanburg Faculty Manual: Requests for changes to the USC Spartanburg Faculty Manual were mailed with the materials for this meeting. The changes dealt with the promotion and tenure process, and changes in committee membership policy. The changes were deemed legally sufficient and not objectional on legal grounds by the General Counsel. The requested changes are listed below:

a) The following insertion should be made to page 6-9 of the faculty manual. Item B.4 should become:

The Promotion and Tenure file is limited to a maximum of five notebooks. The first notebook, the summary file, is to be a three-ring one inch binder.

Item B.4 should then become item B.5 and item B.5 should then become B.6.

b) This item should appear on page 6-10 of the faculty manual as current item B.4 which will appear as item B.5.f.

Each candidate for tenure must ensure that the promotion and tenure file contains a letter from the office of the Vice Chancellor of Academic Affairs that clearly indicates the penultimate year for the candidate's consideration for promotion and tenure.

c) The following change would be made on page 6-13, item G of the faculty manual.

The chair of the peer review committee will notify in writing each candidate of the committee's recommendation and provide a summary of the justification by the date specified in the Promotion and Tenure Calendar.

In the event of negative evaluation by the peer review committee, the candidate may respond in writing (to the peer review chair) within five working days. The chair will insert the candidate's written res-ponse in the candidate's summary file after the page labeled USCS PT-15.

d) The following change will be made to page 6-1 of the faculty manual under the heading "Membership," in the second paragraph.

Elected committee members who are not able to serve out their terms shall be replaced by the academic unit. The newly elected member shall serve until the next general faculty meeting at which time the faculty will elect a replacement. The newly elected member will serve until the term is completed or until the originally elected faculty member returns to the committee. Appointed committee members who find it necessary to resign shall be replaced by appointment by the Chancellor.

On behalf of the Committee, Mr. McLellan moved approval of the requested changes to the USC Spartanburg Faculty Manual. Mr. Lister seconded the motion. The vote was taken, and the motion carried.

7. Program Proposals

a) Modification of the Master of Mass Communications, College of Journalism and Mass Communications: The proposed modification to the Master of Mass Communications degree would create an area of emphasis in Integrated Communication. The proposal had received all appropriate academic and administrative approvals.

On behalf of the Committee, Mr. McLellan moved approval of the requested program modification. Mr. Adams seconded the motion. The vote was taken, and the motion carried.

b) Modification to the Master in Public Health and the Master in Health Services Administration: This modification would allow the program to be taught in selected foreign countries, initially Taiwan. The proposal had received all appropriate academic and administrative approvals.

On behalf of the Committee, Mr. McLellan moved approval of the requested program modification. Mr. Miller seconded the motion. The vote was taken, and the motion carried.

c) Modification for Proposed Tuition Rate for Doctor of Physical Therapy Program, Department of Exercise Science, School of Public Health: This program was approved by the Board on Trustees in February 1996. At this time approval was being sought for the tuition rate for the program. The proposed tuition was $3,850 per semester for in-state students and $6,160 per semester for out-of-state students. The Committee asked to receive a report on the financial status of the program after the first year of its operation.

On behalf of the Committee, Mr. McLellan moved approval of the proposed tuition rate as presented. Mr. Miller seconded the motion. The vote was taken, and the motion carried.

8. Request for Change in Academic Program Modifications Requiring Board Approval: The South Carolina Commission on Higher Education had recently adopted a set of procedures that would reduce the number of academic program modifications requiring its approval. A similar change in procedures was recommended for this Board. It was proposed that the Board be informed, through the Academic Affairs and Faculty Liaison Committee, of certain types of program modifications, but would not be asked to approve them. A detailed explanation of the proposal was mailed with the materials for this meeting.

On behalf of the Committee, Mr. McLellan moved adoption of the proposed change in procedures for academic program modifications, as mailed. Mr. Whittle seconded the motion. The vote was taken, and the motion carried.

9. Trustee Professorship: A draft proposal to amend the Carolina Trustee Professorship program was mailed with the materials for this meeting. The award would continue to place emphasis on teaching excellence, with additional merit given to research and public service activities. It would be awarded annually in the amount of $2,000 to be raised from among the members of the Board of Trustees.

On behalf of the Committee, Mr. McLellan moved approval of the proposal for the Carolina Trustee Professorship, as distributed. Dr. Floyd seconded the motion. The vote was taken, and the motion carried. [See Exhibit B]

H. Ad Hoc Committee on Advancement

(The Honorable Mack I. Whittle, Jr., reporting)

Mr. Whittle reported that the Ad Hoc Committee on Advancement met on November 12, 1998, and heard several reports.

1. Campaign Status: The total amount raised from the beginning of the Campaign through September 1998 was $191.1 million; $12.8 million of that had been raised in the three months from July to September 1998. The original goal of $200 million would be achieved very soon, and the campaign was where it should be to reach the new goal of $300 million.

According to the November 1998 issue of The Chronicle of Philanthropy, USC Columbia ranked 272 out of 400 national charitable organizations, based on the amount raised in 1996-97. Carolina's return on investment was as good as anyone on the list.

2. Regional Campaigns: The focus of the Campaign was currently the Regional Campaigns. There was a tremendous amount of untapped potential in out-of-state contacts. "Regional Campaigns" did not refer to the same areas as the University's regional campuses, but instead, they designated a focus on alumni and friends in any large area across the country. More than thirty different regions would be visited, and half would be out of state.

Each Regional Campaign would begin with the cultivation of volunteer leadership from across the area. A kickoff celebration would then be held with President and Mrs. Palms joining the event. During the kickoff, Dr. Palms, deans, and development officers would meet with individuals to solicit donations.

The Regional Campaigns were designed to: 1) solicit major gifts, 2) dissem-inate USC's message of academic cathedrals of excellence across the country, and 3) increase participation from young alumni to build the donor base for the future.

3. Centralized Records Office: USC was converting and consolidating current information on all alumni, friends, parents, corporations, and foundations associated with the University, as well as all prospect tracking information and giving history. It was anticipated that a new, "user friendly" system would be fully operational by July 1, 1999. All academic and administrative areas would forward their updated information to the Centralized Records Office which would be responsible for updating and maintaining the database.

4. Carolina Guardian Society: A "Carolina Guardian Society" had been formed, playing on the word "guardian" from President Cooper's quote asking all alumni to be guardians of their alma mater. It would link the University's history with a program to recognize donors. General T. Eston Marchant, former Chairman of the Board of Trustees, was the leader of this effort. A luncheon was held December 11, 1998, to inaugurate the "Carolina Guardian Society."

5. USC Spartanburg (USCS) Campaign: The theme of the Spartanburg campaign was "Investing in Futures." In consultation with Mr. Phlegar's office, USCS set a goal of $8.5 million and had raised $2.8 million to date. USCS expected to raise $4.5 million before their March 26, 1999, kickoff celebration. They hoped to raise the balance of the $8.5 million goal before December 31, 2001.

6. Bicentennial Commission: Mr. Othniel Wienges, Chairman of the Bicentennial Commission, reported that the commission held its organizational meeting November 11, 1998. The celebration would occur throughout the year 2001 and would include many different types of events. The central theme was not decided, but all types of ideas and suggestions were welcome. It would be a fun celebration that belonged to the University, the alumni, and the entire State of South Carolina. It would focus on both the University's illustrious past and promising future.

III. Presentation by Dr. Walter Edgar: Mr. Hubbard introduced Dr. Edgar as one of the faculty "jewels" of the University of South Carolina, exhibiting a seamless mix of teaching, research, and public service. Dr. Edgar was the author or editor of nine books about South Carolina, including his enormously successful latest book: South Carolina A History. Dr. Edgar was director of graduate studies for the History Department and director of the Institute for Southern Studies, as well as the Neuffer Professor of Southern Studies. He was an alumnus of USC, having earned his MA in 1967 and his Ph.D. in 1969.

Dr. Edgar said he had been asked to describe how South Carolina A History, came about and what was involved in creating the book. It was the first general history of South Carolina written since 1934. The process began in 1992 when the USC Press approached Dr. Edgar and asked him to write a history. He agreed, and later realized what a major commitment he had made.

Through the years, as Dr. Edgar had conducted research, he had taken notes on many topics. These notes, a four drawer filing cabinet full assembled over 20 years, were very helpful in writing the book. Dr. Edgar also wrote to colleagues in state and out of state who dealt with South Carolina, and he received excellent responses. He wrote to 48 individuals and received responses from 47.

In doing further research for the book, Dr. Edgar read or reread 800 monographs and books on South Carolina history, all of the articles published in the state historical magazine since 1940 (about 1,400), and perused the stacks of the Caroliniana Library with access to the closed collection provided by Dr. Allen Stokes and Dr. George Terry. For the modern history of the last decade, Dr. Edgar said he read most of the daily issues of the three major daily newspapers in the state.

In the academic year of 1996-97 the University granted Dr. Edgar a sabbatical leave to write the final draft of the manuscript. He said it would not have been possible to produce the history without that block of time.

Since the book had been released, Dr. Edgar had made more than 50 presenta-tions representing the University as a faculty member. He told his audiences that the book was a testament to what a great University was all about. As examples of this, he pointed out that the book was written by a professor and alumnus of the University; the University community gave its strong support to the project through his colleagues and the granting of sabbatical leave; access was granted to the rich collections of material used by researchers on campus and around the world; and the cover art was done by Professor Harry Hansen of the Art Department.

Dr. Edgar said he had been teaching at the University since 1972. This teaching enabled him to bring together all aspects of South Carolina history because when he teaches, he learns. The footnotes in his book cite student papers including theses and dissertations, as well as undergraduate seminar papers and essays. Dr. Edgar deposited these papers in the South Caroliniana Library. He said that because of his work on this and eight other books, he was a much better teacher.

Dr. Edgar thanked the USC Press because he said the final product was a team effort. His initial contract called for a manuscript of about 500 pages (a book of about 300 pages), with no illustrations--or what Dr. Edgar called "a cheap paper-back." He delivered a 1,300 page manuscript to the Director of the Press, Catherine Fry. It was sent to readers outside of the University, and they all said, "Publish it." Ms. Fry suggested illustrations, and 150 black and white illustrations were included. Maps were included; 39 original maps were drawn specifically for the book by a graduate student in the Department of Geography and Cartography. Ms. Fry also made the decision to include color illustrations--something rarely done in university press books. It was printed on acid free paper; beneath the jacket, the cover looked like the state flag; and the end papers were indigo blue linen. All of these things made a statement that South Carolina A History was important, and that the University thought the state was important.

The original press run was 7,500 copies, and it lasted 12 days. There was a second printing of 10,000, and, as of a week ago, 7,000 copies of that printing had been sold. Dr. Edgar said this reception was a gratifying and humbling experience. He had received many letters thanking him for producing the history.

Mr. Hubbard thanked Dr. Edgar for bringing such luster to the University. The University was grateful for the efforts and contributions Dr. Edgar had made to the history of the state and the University.

IV. Report of the President: Dr. Palms thanked the Board, on behalf of the faculty, staff, and administration, for its efforts; the Committee reports exemplified the tremendous amount of work and dedication the Board members bring to their "high paying" job to make the University run smoothly.

Later this day at commencement exercises, 87 doctoral students would receive their hoods. At the large commencement ceremony 206 associate degrees, 1,457 baccalaureate degrees, 608 master's degrees, and 19 law degrees would be awarded. Honorary degrees would be awarded to commencement speaker Bill Moyers, and to George Page, Billy Boan, Daniel Meador.

A dinner had been held the previous week honoring faculty members who had conducted sponsored research and published at least three articles in refereed journals during the past academic year. During the 1997-98 academic year, total sponsored program awards grew by 12.5 percent from $81.7 million to $91.9 million. This was a growth of 49 percent in three years. Dr. Palms said the quality of the scholarship continued to rise. The keynote address at the dinner was given by Eric Bloch, the former director of the National Science Foundation. The dinner was very well attended, and Dr. Palms congratulated Dr. Marsha Torr for her continued success in organizing the event.

Dr. Palms said that the previous week, in New York City, the Bicentennial Campaign's regional events were begun. It was a very successful event, and he thanked the Development Office and the Special Events Office for their efforts. This was the first of 39 such events.

Dr. Palms said his next written President's Report would be distributed in early February. The report would focus on campus growth and facilities on all eight campuses, and how that related to the University's goals and vision.

Mr. Hubbard thanked Dr. Palms for his leadership of the University for another great year. The members of the Board were very pleased with the work and leadership of Dr. Palms.

Mr. Hubbard reminded Board members that the Joint Boards Retreat would be held February 11 through 13 and he encouraged everyone to attend. The focus of the Retreat would be on the University's strategic plan in achieving the status of institutions in the American Association of Universities.

V. Other Matters: Mr. von Lehe complimented the University on having the second highest graduation rate in the Southeastern Conference for student athletes.

There being no other matters to come before the Board, Chairman Hubbard declared the meeting adjourned at 11:20 a.m.

Respectfully submitted

Thomas L. Stepp

Secretary

Exhibit A

______________________________________________________________________________

MAKING PROVISION FOR THE ISSUANCE OF NOT EXCEEDING $14,000,000 UNIVERSITY OF SOUTH CAROLINA ATHLETIC FACILITIES REVENUE BONDS, TO RAISE MONEYS TO PROVIDE PERMANENT FINANCING FOR A PORTION OF THE COST OF THE 1995 PROJECTS AND THE 1996 PROJECTS AND TO PAY ALL OR A PORTION OF THE PRINCIPAL OF AND INTEREST ON CURRENTLY OUTSTANDING ATHLETIC FACILITIES REVENUE BOND ANTICIPATION NOTES, SERIES 1998; AND AUTHORIZING THE ISSUANCE OF BOND ANTICIPATION NOTES IN ANTICIPATION OF THE ISSUANCE OF THE BONDS; AND OTHER MATTERS RELATING THERETO.______________________________________________________________________________

Approved in final form by the Executive Committee

of the Board of Trustees on December 14, 1998

Approved in final form by Board of Trustees on

December 14, 1998

WHEREAS, the Board of Trustees of the University of South Carolina (the "Trustees"), a body corporate and politic and the governing body of the University of South Carolina, an institution of higher learning and a body politic and corporate of the State of South Carolina (the "University"), is authorized by the provisions of Section 9 of Act No. 518 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1980, as amended by Act. No. 545 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1986, and as amended by Act No. 302 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1996, and as further amended by Act No. 6 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1997 (collectively, the "Bond Enabling Act"), to issue bonds pursuant thereto, provided that the aggregate of all bonds outstanding shall not at any time exceed $40,000,000; and

WHEREAS, Title 11, Chapter 17 of the Code of Laws of South Carolina 1976 as amended (the "Note Enabling Act"), authorizes institutions of the State of South Carolina to borrow in anticipation of the issuance of bonds; and

WHEREAS, the Trustees have determined that there is a need to issue bonds under the Bond Enabling Act for the purpose of re-financing the cost of enlargement of and improvements to Williams-Brice Stadium (the enlargements and improvements are referred to herein as the "1996 Projects"); and

WHEREAS, the University issued $13,300,000 aggregate principal amount Athletic Facilities Revenue Bond Anticipation Notes, Series 1995 (the "1995 BANs"), on March 3, 1995, which, together with other funds available to the University, were used for the purpose of paying (i) principal and interest on the $2,100,000 Athletic Facilities Revenue Bond Anticipation Note, Series 1994, issued on March 4, 1994; and (ii) defraying the costs of (a) improvements and renovations to the press box, club seating facilities and box seating facilities, and miscellaneous structural improvements and associated costs, at the west side of Williams-Brice Stadium; (b) the construction of a new building at the north end zone of Williams-Brice Stadium to house new football offices and staff meeting areas, a video production center and a permanent ticket office; and (c) the construction at Carolina Coliseum of an athletic practice facility (the items listed in (ii)(a), (ii)(b) and (ii)(c) are collectively referred to as the "1995 Projects"); and

WHEREAS, the University issued $20,000,000 aggregate principal amount Athletic Facilities Revenue Bond Anticipation Notes, Series 1996 (the "1996 BANs"), on March 1, 1996, which, together with other funds available to the University, were used for the purposes of paying the principal and interest coming due on the 1995 BANs and defraying the cost of the 1996 Projects, to consist of, but not be limited to, an upper deck, club level seating section below the upper deck, a multi-purpose club room behind the club level seating section, exit ramp and miscellaneous structural improvements and associated costs, to and at the south end zone of Williams-Brice Stadium at an approximate cost of $13,500,000 (State Budget and Control Board Project No. 9752, Facility No. 210); and

WHEREAS, the University issued $17,550,000 aggregate principal amount Athletic Facilities Revenue Bond Anticipation Notes, Series 1997 (the "1997 BANs"), on February 27, 1997, for the purpose of paying a portion of the principal of and interest on the 1996 BANs; and

WHEREAS, the University issued $16,075,000 aggregate principal amount Athletic Facilities Revenue Bonds Anticipation Notes, Series 1998 (the 1998 BANs), on February 25, 1998 for the purpose of paying a portion of the principal and interest on the 1997 BANs.

WHEREAS, subject to the approval of the South Carolina State Budget and Control Board (the "State Board") as required by the Bond Enabling Act and the Note Enabling Act, the Trustees by this Resolution are making provision for the issuance of bonds by the University, the proceeds of which, together with other funds available to the athletic department of the University, will be used to pay principal of and interest on the 1998 BANs, thereby providing permanent financing for the 1995 Projects and the 1996 Projects; and

WHEREAS, the Trustees have determined pursuant to the Note Enabling Act to issue bond anticipation notes in the amount of not exceeding $14,000,000, to draw down and utilize approximately $1,675,000 received from Admissions Fees and Special Student Fees (as such terms are defined in the Bond Enabling Act) maintained in the debt service fund with respect to the 1998 BANs, and to draw down and utilize approximately $400,000 of the Athletic Department Fund Balance and other funds available to the athletic department of the University, for the purpose of paying the principal of and interest on the 1998 BANs.

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE UNIVERSITY OF SOUTH CAROLINA IN A MEETING DULY ASSEMBLED:

ARTICLE I

Section 1.01 Defined Terms.

Except as otherwise set forth in the preamble of this Resolution or as the context otherwise requires, all terms used in this Resolution shall have the respective meanings ascribed to them in Article I of this Resolution.

"Admission Fee" shall have the meaning ascribed to that term in the Bond Enabling Act.

"Athletic Facilities" shall have the meaning ascribed to that term in the Bond Enabling Act.

"Bonds" shall mean the not exceeding $40,000,000 Athletic Facilities Revenue Bonds authorized to be issued under the Bond Enabling Act and this Resolution.

"Book-Entry System" shall mean, with respect to the Notes, a form or system, as applicable, under which (i) the ownership of beneficial interests in such Notes may be transferred only through a book-entry, and (ii) physical Notes in fully-registered form are registered only in the name of a Depository or its nominee. The book-entry main-tained by the Depository is the record that identifies the owners of participatory interests in such Notes, when subject to the Book-Entry System.

"Chairman" shall mean the chairman of the Trustees.

"Chief Financial Officer" shall mean the individual to whom the Trustees have delegated the responsibility of supervising and maintaining records and accounts relating to the collection of revenues received by the University as a result of the imposition of the Admission Fee and Special Student Fee (as such terms are defined in the Bond Enabling Act) and the Net Athletic Revenues (as such term is defined in the Bond Enabling Act); such individual presently holds the title of Vice President for Business and Finance.

"Code" shall mean the United States Internal Revenue Code of 1986, as amended.

"Continuing Disclosure Undertaking" shall mean that certain Continuing Disclosure Undertaking substantially in the form attached hereto as Exhibit C, hereby authorized to be executed by the Chief Financial Officer on behalf of the Trustees, dated as of the date of issuance and delivery of the Notes, as may be amended from time to time.

"Depository" shall mean The Depository Trust Company, New York, New York, or other recognized securities depository selected by the University, which securities depository maintains a book-entry system with respect to the Notes, and shall include any substitute for or successor to the securities depository initially acting as Depository.

"Net Athletic Revenues" shall have the meaning ascribed to that term in the Bond Enabling Act.

"Notes" shall mean the Athletic Facilities Revenue Bond Anticipation Notes, Series 1999, of the University authorized to be issued hereunder in the aggregate principal amount of not exceeding $14,000,000.

"Official Notice of Sale" shall be the offer for sale of the Notes containing the terms and conditions for the sale and award thereof, as established by the Chief Financial Officer and the State Treasurer.

"Original Purchaser" shall mean the first purchaser of the Notes from the University.

"1998 BANs" shall mean the Athletic Facilities Revenue Bond Anticipation Notes, Series 1998, of the University in the outstanding principal amount of $16,075,000.

"Participants" shall mean those broker-dealers, banks and other financial institutions for which the Depository holds Notes as depository.

"Paying Agent" means the State Treasurer or his designee.

"Pledged Funds" shall mean Admission Fees and Special Student Fees.

"Private Business Use" shall mean use directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and use as a member of the general public.

"Record Date" shall mean, with respect to any Note, the date as of which the owner of such Note is determined for purposes of giving any notice, making any interest payment or obtaining any consent.

"Registrar" shall mean the State Treasurer or his designee.

"Regulations" shall mean temporary and permanent regulations promulgated under the Internal Revenue Code of 1986, as amended.

"Resolution" shall mean this resolution as from time to time amended or supplemented.

"Securities Depository Nominee" shall mean, as to any Depository, such Depository or the nominee of such Depository in whose name there shall be registered on the registration books maintained by the Registrar the Notes to be delivered to and immobilized at such Depository during the continuation with such Depository of participation in its book-entry system. The initial Securities Depository Nominee shall be Cede & Co.

"Secretary" shall mean the secretary of the Trustees.

"Special Student Fee" shall have the meaning ascribed to that term in the Bond Enabling Act.

"State Board" shall mean the South Carolina State Budget and Control Board.

"State Treasurer" shall mean the State Treasurer of the State of South Carolina.

Section 1.02 General Rules of Interpretation.

(a) Articles, Sections, and paragraphs mentioned by number are the respective Articles, Sections, and paragraphs of this Resolution, so numbered.

(b) Except as otherwise expressly provided or unless the context otherwise requires, words importing persons include firms, associations, and corporations and the masculine includes the feminine and the neuter.

(c) Words importing the redemption or redeeming or calling for redemption of the Notes do not include or connote the payment of Notes at their stated maturity or the purchase of Notes.

(d) Words importing the singular number include the plural number and vice versa.

(e) References herein to the Trustees shall, unless the context indicates otherwise, be construed to mean the Executive Committee acting on behalf of the Trustees.

ARTICLE II

Section 2.01 Authorization of Bonds.

Pursuant to the provisions of the Bond Enabling Act and for the purposes of providing permanent financing for the 1995 Projects and the 1996 Projects financed or refinanced by the proceeds of the Notes, by paying in full the principal of and interest on the Notes, and all or a portion of the costs of issuance of the Bonds, there shall be issued not exceeding Forty Million and no/100 Dollars ($40,000,000) of Athletic Facilities Revenue Bonds of the University. The Bonds shall be designated "Athletic Facilities Revenue Bonds" with any appropriate series or further designation as determined by resolution of the Trustees. The Bonds shall be dated, shall mature, shall be sold at public or private sale, shall bear interest at the rate or rates and on the dates, and shall be subject to redemption prior to their maturity, all as set forth in a supplemental resolution to be adopted by the Trustees. The Bonds may be issued in one or more series as determined by the Trustees. The principal amount of the Bonds may be reduced to the extent lawful funds are available to pay debt service on the Notes.

ARTICLE III

Section 3.01 Statutory Authorization of Notes.

The University is authorized and empowered by the Note Enabling Act to borrow pursuant to the provisions thereof in anticipation of the receipt of the proceeds of the Bonds.

Section 3.02 Issuance of Notes.

(a) Pursuant to the statutory authorization cited above, in order to obtain funds to pay a portion of the principal and interest on the 1998 BANs, the University shall borrow not exceeding $14,000,000 to be evidenced by bond anticipation notes in the aggregate principal amount of not exceeding $14,000,000 to be designated "Athletic Facilities Revenue Bond Anticipation Notes, Series 1999," dated the date of their delivery and maturing on a date approved by the State Treasurer not more than one year from their date of issuance.

(b) Prior to the advertisement of the sale of the Notes as described in Section 3.07 of this Resolution, the Chief Financial Officer shall determine the exact amount of the Notes to be issued hereunder.

Section 3.03 Form of Notes.

The Notes shall be in substantially the form attached hereto as Exhibit A, with any necessary changes or appropriate variations, omissions, and inser-tions as are incidental to the series, numbers, denominations, and registration and transfer provisions as are otherwise permitted or required by law or this Resolution. The Notes shall be issued in denominations of $25,000, or any whole multiple thereof, requested by the Original Purchaser. The Notes shall be issued in typewritten form. The Notes shall all be issued in either bearer-form or, at the option of the Original Purchaser, in fully-registered form.

Section 3.04 Interest Rate on Notes.

The Notes shall bear interest at the rate as may be approved by the State Treasurer and the Chief Financial Officer at the sale thereof, which interest shall be payable at maturity. Interest on the Notes shall be payable on the principal amount thereof from their date and shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.

Section 3.05 Medium of Payment; Place of Payment.

The Notes shall be payable, both principal and interest, in any coin or currency of the United States of America which is, at the time of payment, legal tender for the payment of public and private debts. Principal of and interest on the Notes shall be paid when due upon presentation and surrender thereof at the office of the Paying Agent.

Section 3.06 Prepayment of Notes.

The Notes may not be subject to prepayment prior to maturity, unless otherwise determined by the State Treasurer and the Chief Financial Officer in their discretion.

Section 3.07 Sale of Notes.

The Notes shall be sold at public sale in the manner determined by the Chief Financial Officer and the State Treasurer, at a price of not less than par. Bids shall be received until the time and date and at such place as shall be selected by the State Treasurer. The State Treasurer and the Chief Financial Officer are authorized and empowered to award the Notes in accordance with the terms and conditions set forth in the Notice of Sale substantially in the form attached hereto as Exhibit B, or to reject all bids.

Section 3.08 Execution of Notes.

The Notes shall be executed in the name of the University by the manual or facsimile signature of the Chairman of the Trustees and the Chief Financial Officer of the University under the Seal of the University which shall be impressed or imprinted thereon and shall be attested by the manual or facsimile signature of the Secretary or any assistant or acting secretary of the Trustees, and delivered to the purchaser thereof upon receipt of the purchase price therefor.

Section 3.09 Mutilated, Lost, Stolen, or Destroyed Notes.

In the event any Note is mutilated, lost, stolen, or destroyed, the University may execute a new Note of like denomination as that mutilated, lost, stolen, or destroyed; provided that, in the case of any mutilated Note, it shall first be surrendered to the Registrar, and in the case of any lost, stolen, or destroyed Note, there shall be first furnished to the Trustees and the Registrar evidence of the loss, theft, or destruction satisfactory to the Trustees, together with indemnity satisfactory to them; provided that, in the case of a holder which is a bank or insurance company, the agreement of the bank or insurance company to indemnify shall be sufficient. In the event any mutilated, lost, stolen, or destroyed Note shall have matured, instead of issuing a duplicate Note, the Trustees may pay it without surrender thereof. The University may charge the holder of the Note with the reasonable fees and expenses of the University in this connection.

Section 3.10 Registration of Transfer of Notes; Persons Treated as Owners.

(a) Any Note issued in fully-registered form shall be transferable upon the books of registry of the University, which shall be kept for that purpose at the office of the Registrar, only by the registered owner thereof or by his attorney, duly authorized in writing, upon surrender thereof, together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or his duly authorized attorney. Upon the transfer of any Note, the University shall issue, subject to the provisions of Section 3.12 hereof, in the name of the transferee, a new Note or Notes of the same aggregate principal amount as the unpaid principal amount of the surrendered Note.

(b) Any holder of a Note requesting any transfer shall pay any tax or other governmental charge required to be paid with respect thereto. As to any Note in fully-registered form, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal of and interest on any Note in fully-registered form shall be made only to or upon the order of the registered holder thereof, or his duly authorized attorney, and the University shall not be affected by any notice to the contrary; but the registration may be changed as herein provided. All payments made in this manner shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums paid.

Section 3.11 Exchange of Registered Notes.

Notes issued in fully-registered form, upon surrender thereof at the office of the Registrar, with a written instrument of transfer satisfactory to the Registrar duly executed by the holder of the Note or his duly authorized attorney, may, at the option of the holder of the Note, and upon payment by such holder of any charges which the Registrar may make as provided in Section 3.10, be exchanged for a principal amount of Notes of any other authorized denomination equal to the unpaid principal amount of the surrendered Notes.

Section 3.12 Regulations With Respect to Exchanges and Transfers of Registered Notes.

In all cases in which the privilege of exchanging or transferring Notes in fully-registered form is exercised, the University shall execute and deliver Notes in accordance with the provision of this Resolution. All Notes in fully registered form surrendered in any exchanges or transfers shall herewith be cancelled by the Registrar. There shall be no charge to the holder of the Note for the exchange or transfer of Notes in fully-registered form except that the University or the Registrar may make a charge sufficient to reimburse them for any tax or other governmental charge required to be paid with respect to the exchange or transfer.

Section 3.13 Book-Entry System .

Unless otherwise determined by the Chief Financial Officer and the State Treasurer prior to the publication of the Official Notice of Sale, the Notes will be eligible securities for the purposes of the Book-Entry System of transfer maintained by The Depository Trust Company, New York, New York (the "Depository"), and transfers of beneficial ownership of the Notes shall be made only through the Depository and its Participants in accordance with rules specified by the Depository. Such beneficial ownership must be of a $5,000 principal amount of the Notes or any integral multiple of $5,000.

The Notes shall be issued in fully-registered form in the name of Cede & Co., as Securities Depository Nominee. When the principal of, premium, if any, and interest on the Notes become due, the State Treasurer shall cause the Paying Agent to transmit to the Depository an amount equal to the principal, premium, if any, and interest due. Such payments will be made to the Securities Depository Nominee as long as it is owner of record on the applicable Record Date. The Securities Depository Nominee shall be considered to be the owner of the Notes so registered for all purposes of the Notes, including, without limitation, payments as aforesaid and receipt of notices and exercise of rights of owners of the Notes.

The Depository is expected to maintain records of the positions of Participants in the Notes and the Participants and persons acting through Participants are expected to maintain records of the beneficial owners in the Notes. The University makes no assurances that the Depository and its Participants will act in accordance with such rules or expectations on a timely basis, and the University shall have no responsibil-ity for any such maintenance of records of transfer or payments by the Depository to its Participants, or by the Participants or persons acting through Participants to the beneficial owners.

If (a) the Depository determines not to continue to act as Depository for the Notes, or (b) the University has advised the Depository of the University’s determina-tion that the Depository is incapable of discharging its duties, the University shall attempt to retain another qualified securities depository to replace the Depository. Upon receipt by the University of the Notes together with an assignment duly executed by the Depository, the University shall execute and deliver to the successor deposi-tory, Notes of the same principal amount, interest rate and maturity.

If the University is unable to retain a qualified successor to the Depository or the University has determined that it is in the best interest of the University not to continue the Book-Entry System of transfer or that the interest of the beneficial owners of the Notes might be adversely affected if the Book-Entry System of transfer is continued (the University undertakes no obligation to make any investigation to determine the occurrence of any events that would permit it to make any such determin-ation), and has made provision to so notify beneficial owners of the Notes by mailing an appropriate notice to the Depository, upon receipt by the University of the Notes together with an assignment duly executed by the Depository, the University shall execute, and cause to be authenticated and delivered pursuant to the instructions of the Depository, Notes in fully registered form, in substantially the form set forth in the Notes, and in denominations of $5,000 or any integral multiple thereof.

ARTICLE IV

Section 4.01 Security for the Notes.

For the payment of the Notes, there are hereby pledged the proceeds derived from the sale of the Bonds issued pursuant to the Bond Enabling Act or if such Bonds are not issued prior to the maturity of the Notes, from the sale, issuance and delivery of an issue of renewal or refunding bond anticipation notes and the Pledged Funds. The proceeds of the Bonds, when received by the University, shall be applied first to the payment of principal of and interest on the Notes.

Section 4.02 Agreement to Issue Bonds.

The University covenants and agrees, pursuant to Section 11-17-60 of the Code of Laws of South Carolina 1976, as amended, to issue and sell the Bonds, in an amount sufficient, together with any other moneys made available by the University, to retire the Notes, prior to the maturity of the Notes or to issue refunding bond anticipation notes in such a sufficient amount.

Section 4.03 All Notes Equally and Ratably Secured.

The Notes authorized and issued pursuant to this Resolution shall be secured equally and ratably by the aforesaid pledge of proceeds.

Section 4.04 No Further Notes.

The University agrees with the holders of the Notes that the University will issue no further bond anticipation notes in anticipation of the issuance of the Bonds.

Section 4.05 Additional Covenants.

The University hereby covenants and agrees with the holders, from time to time, of the Notes for so long as any Note remains outstanding, as follows:

(a) The University will pay or cause to be paid, but solely from the proceeds from the Bonds or if such Bonds are not issued prior to the maturity of the Notes, from the sale, issuance and delivery of an issue of renewal or refunding bond anticipation notes and the Pledged Funds, the principal of and interest on the Notes issued under the provisions of this Resolution at the place, on the date, and in the manner provided herein.

(b) The University will operate its Athletic Facilities properly and in a sound and economic manner and will maintain, preserve, and keep them in good repair, working order, and condition, and from time to time will make all necessary and proper repairs and replacements thereto, and will pay the expenses thereof.

(c) The University will impose, maintain, revise when necessary, and collect the Admission Fee and the Special Student Fee in an amount, without limitation as to rate, as shall be sufficient, after taking into account Net Athletic Revenues, to pay the interest on the Notes (or on an issue of renewal or refunding bond anticipation notes, when and if issued) as they become due and to pay principal of and interest on the Bonds, when and if issued.

(d) The University will insure its Athletic Facilities and keep them insured against fire or other casualty in at least the amounts, which are usually and customarily carried on similar facilities.

(e) The University covenants that no part of its Athletic Facilities will be sold, mortgaged, leased, or otherwise disposed of or encumbered (except in the ordinary course of operating the Athletic Facilities); provided, however, in the event of an expansion of its Athletic Facilities authorized during the term of the Notes, the University may provide for the lease of certain areas to be constructed as part of such expansion to certain individuals or entities without violating any provision of this Resolution. Notwithstanding anything herein to the contrary, the University may sell or dispose of any property, real or personal, which in the judgment of the Trustees is no longer necessary, useful, or profitable in the operation of its Athletic Facilities, or which is to be or has been replaced by other property so as not to impair the operation of its Athletic Facilities. Amounts received from any sale or disposition shall be applied by the University for any lawful purpose.

(f) The University covenants that all revenues derived from the imposition and collection of the Admission Fee and the Special Student Fee and all funds, if any, received by the University from other sources which are applicable to the payment of the principal of and interest on the Notes or the Bonds will be remitted as soon as practicable to the State Treasurer.

(g) Subject to Section 4.04 above, the University reserves the right to issue, prior to the maturity of the Notes, additional debt secured by the Pledged Funds or the proceeds from the sale of the Bonds; provided however, that the aggregate amount of debt secured by the Pledged Funds or the proceeds from the sale of the Bonds shall not exceed the authorizations contained in the Bond Enabling Act as such legislation may be amended, modified, or superseded; and further provided that any such additional debt shall expressly provide that the Bonds may be issued on a parity therewith, as to the Pledged Funds.

(h) The University covenants that it will secure adequate fidelity bonds indem-nifying the University against defalcation of all persons handling moneys received from the imposition and collection of the Admission Fee and the Special Student Fee, other than the State Treasurer, and will insure that all moneys received by the University from the fidelity bonds as the result of any defalcation of any moneys received from the imposition and collection of the Admission Fee and the Special Student Fee shall be paid as soon as practicable to the State Treasurer.

(i) The University will install and maintain proper records into which complete and correct entries shall be made showing all receipts and disbursements made relating to the imposition and collection of the Admission Fee and the Special Student Fee.

(j) The University will, upon written request by the holder of any Note, advise the holder of the schedule of fees then existing for the Admission Fee and the Special Student Fees, the amount collected for the previous semester, and the aggregate of all remittances made to the State Treasurer, together with all other information as may be reasonably requested.

Section 4.06 Performance of Covenants; Authority of the University.

The University covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions contained in the Note Enabling Act, in this Resolution, in the Notes executed and delivered hereunder, and in all proceedings pertaining thereto. The Trustees warrant that the University is duly authorized under the laws of the State of South Carolina to issue the Notes authorized hereby, and that the Trustees are duly authorized under the laws of the State of South Carolina to adopt this Resolution, and to pledge the proceeds of the Bonds hereby pledged in the manner and to the extent herein set forth; that all action on their part of the issuance of the Notes and the adoption of this Resolution has been duly and effectively taken; and that the Notes in the hands of the holders thereof are and will be valid and enforceable obligations of the University according to the import thereof.

ARTICLE V

Section 5.01 Exemption from State Taxes.

The Notes and the interest thereon shall be exempt from all state, county, municipal, school district and other taxes or assessments, direct or indirect, general or special, and whether imposed for the purpose of general revenue or otherwise, except inheritance, estate, or transfer taxes.

Section 5.02 Federal Guarantee Prohibition.

Except as provided in Section 5.03(b), the Trustees shall not take any action or permit or suffer any action to be taken if the result would be to cause the Notes to be "federally guaranteed" within the meaning of Section 149(b) of the Code and the Regulations.

Section 5.03 Private Business Use Limitation.

(a) Except as provided in Section 5.03(b), the Trustees shall assure that the "proceeds" of the Notes (as such term is used in Section 141 of the Code, any successor provision, and any implementing Regulations) and the Athletic Facilities shall not be used in such a manner that the Notes would be "private activity bonds," either by way of "private business use" or "private loan," as such terms are used in Section 141 of the Code, any successor provision, and any implementing Regulations.

(b) In the event that bond counsel for the Trustees advises, upon full examination of the intended use of the Athletic Facilities and the sources of payment therefor and the sources of repayment of Notes issued therefor, that any such intended use would cause the Notes to be "private activity bonds" and to lose the exclusion of interest thereon from federal income taxation, the Chief Financial Officer may, at any time prior to the advertisement of the sale of the Notes described in Section 3.07 of this Resolution, bifurcate the issue of the Notes into a tax-exempt series and a taxable series, in such respective amounts as shall, in the opinion of bond counsel, be necessary to maintain the exclusion of interest on the tax-exempt series from federal income taxation. Each such series shall be issued in accordance with the terms of this Resolution except that the representations and covenants set forth in Section 5.02, Section 5.03(a), and Section 5.04 shall not be applicable to any taxable series of Notes issued hereunder.

Section 5.04 No Arbitrage.

The Trustees shall not take, or permit or suffer to be taken, any action with respect to the "gross proceeds" of the Notes, as such term is defined in Section 1.148-1(b) of the Regulations or any successor Regulation or Section of the Code, which would cause the Notes to be "arbitrage bonds" within the meaning of Section 148(a) of the Code and the Regulations.

ARTICLE VI

Section 6.01 Disposition of Note Proceeds; Payment of 1998 BANs.

Upon delivery of the Notes, (i) all proceeds therefrom and (ii) revenues from the Admission Fees and Special Student Fees maintained in the debt service fund with respect to the 1998 BANs, Athletic Department Fund Balance and other funds available to the athletic department of the University in the aggregate amount of approximately $2,200,000, shall be paid to the State Treasurer and shall be used to pay a portion of the principal and interest coming due on the 1998 BANs, with moneys for this purpose being drawn from said two sources in the proportion determined at that time by the Chief Financial Officer.

Section 6.02 Purchaser not Liable for Proper Application of Proceeds.

No purchaser or holder of the Notes shall be liable for the proper application of the proceeds thereof.

ARTICLE VII

Section 7.01 Discharge of Resolution.

(a) If all of the Notes issued pursuant to this Resolution shall have been paid and discharged, then the obligations of the University under this Resolution, the pledge of Bond proceeds made hereby, and all other rights granted hereby shall cease and determine. Notes shall be deemed to have been paid and discharged within the meaning of this Article under each of the following circumstances:

(i) If the Paying Agent shall hold, at the stated maturity of such Notes, in trust and irrevocably appropriated thereto, moneys for the full payment thereof; or

If default in the payment of the principal of such Notes or the interest thereon shall have occurred, and thereafter tender of payment shall have been made, and the Paying Agent shall hold, in trust and irrevocably appropriated thereto, sufficient moneys for the payment thereof to the date of the tender of such payment; or

If the University shall have (A) deposited with the Paying Agent either moneys in an amount which shall be sufficient, or direct general obligations of the United States of America, which are not subject to redemption by the issuer thereof prior to the date of maturity of the Notes to be defeased, the principal of and interest on which, when due, will provide moneys which, together with the moneys, if any deposited with the Paying Agent at the same time, shall be sufficient to pay, when due, the principal and interest due and to become due on the Notes on the maturity thereof; and (B) received from an independent firm of nationally recognized certified public accountants a report stating the opinion that the requirements of Section 7.01(a)(iii)(A) above are satisfied.

(b) In addition to the above requirements of paragraphs (i), (ii), or (iii), in order for this Resolution to be discharged, all other fees, expenses and charges of the Paying Agent, if any, shall have been paid in full at that time.

Section 7.02 Deposit of Moneys.

Any moneys which at any time shall be deposited with the Paying Agent by or on behalf of the University for the purpose of paying and discharging any Notes shall be and are hereby assigned, transferred and set over to the Paying Agent in trust for the respective holders of such Notes, and the moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof. If, through lapse of time or otherwise, the holders of such Notes shall no longer be entitled to enforce payment of their obligations, then, in such event, it shall be the duty of the Paying Agent to transfer the funds to the University.

Section 7.03 Notice of Release of Resolution.

The University covenants and agrees that any moneys which it shall deposit with the Paying Agent shall be deemed to be deposited in accordance with, and subject to, the applicable provisions of this Article, and whenever the University shall have elected to defease any Notes, the University will irrevocably bind and obligate itself to give notice of the defeasance thereof, and will further authorize and empower the Paying Agent to cause such notice of the defeasance to be given in its name and on its behalf by mailing the notice to the registered owners of the Notes at the address shown on the books of registry and, if any Notes in bearer form are then outstanding, by publishing one (1) time notice of defeasance in a financial journal published in the City of New York, New York.

ARTICLE VIII

Section 8.01 Amending and Supplementing of Resolution Without Consent of Holders of Notes.

(a) The Trustees, from time to time and at any time and without the consent or concurrence of any holder of any Note, may adopt a resolution amendatory hereof or supplemental hereto, if the provisions of such supplemental resolution shall not materially adversely affect the rights of the holders of the Notes then outstanding, for any one or more of the following purposes:

(i) To make any changes or corrections in this Resolution as to which the Trustees shall have been advised by counsel that the same are corrections or changes required for the purpose of curing or correcting any ambiguity or defective or inconsistent provision or omission or mistake or manifest error contained in this Resolution, or to insert into this Resolution such provisions clarifying matters or questions arising under this Resolution as are necessary or desirable;

(ii) To add additional covenants and agreements of the University for the purpose of further securing the payment of the Notes;

(iii) To surrender any right, power or privilege reserved to or conferred upon the University by the terms of this Resolution;

(iv) To confirm as further assurance any lien, pledge, or charge or the subjection to any lien, pledge or charge, created or to be created by the provisions of this Resolution;

(v) To grant or confer upon the holders of the Notes any additional right, remedies, powers, authority, or security that lawfully may be granted or conferred upon them;

(vi) To modify any of the provisions of this Resolution in any other respects provided that such modification shall not be effective until after the Notes outstanding at the time such supplemental resolution is adopted shall cease to be outstanding, or until the holders thereof consent thereto pursuant to Section 8.02 hereof, and any Notes issued subsequent to any such modification shall contain a specific reference to the modifications contained in such supplemental resolution; and

(vii) To make such additions, deletions, or modifications as may be necessary to assure compliance with Section 148(f) of the Code relating to required rebate of excess investment earnings to the United States or otherwise as may be necessary to assure excludability of interest on the Notes from federal income taxation.

The Trustees shall not adopt any supplemental resolution pursuant to the foregoing provisions of this Section unless in the opinion of counsel (which opinion may be combined with the opinion required by Section 8.04 hereof) the adoption of such supplemental resolution is permitted by the foregoing provisions of this Section and the provisions of such supplemental resolution do not adversely affect the rights of the holders of the Notes then outstanding.

Section 8.02 Amending and Supplementing of Resolution With Consent of Holders of Notes.

(a) With the consent of the holders of not less than a majority in principal amount of the Notes then outstanding, the Trustees from time to time and at any time may adopt a resolution amendatory hereof or supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Resolution, or modifying or amending the rights and obligations of the Trustees under this Resolution, or modifying or amending in any manner the rights of the holders of the Notes then outstanding; provided, however, that, without the specific consent of the holder of each such Note which would be affected thereby, no supplemental resolution amending or supplementing the provisions hereof or thereof shall: (i) change the fixed maturity date of any Note or the dates for the payment of interest thereon, or reduce the principal amount of any Note or the rate of interest thereon; (ii) reduce the aforesaid percentage of Notes, the holders of which are required to consent to any supplemental resolution amending or supplementing the provisions of this resolution; (iii) give to any Note or Notes any preference over any other Note or Notes secured hereby; (iv) authorize the creation of any pledge of the proceeds of the Bonds, prior, superior, or equal to the pledge created herein for the payment of the Notes; or (v) deprive any holder of the Notes of the pledge of the proceeds of the Bonds afforded by this Resolution. Nothing contained in this Section, however, shall be construed to require the approval of the holders of the Notes of the adoption of any supplemental resolution authorized by the provisions of Section 8.01 hereof.

(b) It shall not be necessary that the consent of the holders of the Notes approve the particular form of wording of the proposed amendment or supplement or of the supplemental resolution effecting such amending or supplementing hereof pursuant to this Section. The University shall (i) mail a notice of such amendment or supplement at least once, not more than thirty (30) days after the effective date of such amendment or supplement postage prepaid, to each holder of Notes in fully-registered form then outstanding at his address, if any, appearing upon the books of registry and to the Paying Agent, and (ii) if any Notes in bearer form are then outstanding, publish notice thereof one (1) time in a financial journal published in the City of New York, New York; but failure to mail copies of such notice to any of the holders shall not affect the validity of the supplemental resolution effecting such amendments or supplements or the contents thereto. Nothing contained in this paragraph, however, shall be construed to require the giving of notice of any amendment or supplement of this Resolution authorized by Section 8.01 hereof. No action or proceeding to set aside or invalidate such supplemental resolution or any of the proceedings for its adoption shall be instituted or maintained unless such action or proceeding is commenced within sixty (60) days after the mailing or publication (as applicable) of the notice required by this paragraph.

Section 8.03 Notation Upon Notes; New Notes Issued Upon Amendments.

Notes delivered after the effective date of any action taken as provided in this Article may bear a notation as to such action, by endorsement or otherwise and in form approved by the Trustees. In that case, upon demand of the holder of any Note outstanding after such effective date and upon the presentation of the Note for such purpose at the office of the Paying Agent, and at such additional offices, if any, as the Trustees may select and designate for that purpose, a suitable notation shall be made on such Note. If the Trustees shall so determine, new Notes, so modified as is necessary in the opinion of the Trustees upon the advice of counsel to conform to the amendments or supplements made pursuant to this Article, shall be prepared, executed and delivered, and upon demand of the holder of any Note then outstanding shall be exchanged without cost to such holder for Notes then outstanding, upon surrender of such outstanding Notes.

Section 8.04 Effectiveness of Supplemental Resolution.

Upon the adoption (pursuant to this Article and applicable law) by the Trustees of any supplemental resolution amending or supplementing the provisions of this Resolution and the delivery to the Paying Agent of an opinion of bond counsel that such supplemental resolution is in due form and has been duly adopted in accordance with the provisions hereof and applicable law and that the provisions thereof are valid and binding upon the Trustees, or upon such later date as may be specified in such supplemental resolution, (a) this Resolution and the Notes shall be modified and amended in accordance with such supplemental resolution, (b) the respective rights, limitations of rights, obligations, duties, and immunities under this Resolution of the University and the holders of the Notes shall thereafter be determined, exercised, and enforced under this Resolution subject in all respects to such modifications and amendments, and (c) all of the terms and conditions of such supplemental resolution shall be a part of the terms and conditions of the Notes and of this Resolution for any and all purposes.

Section 8.05 Supplemental Resolution Affecting Paying Agent.

No supplemental resolution changing, amending, or modifying any of the rights, duties, and obligations of any Paying Agent appointed by or pursuant to the provisions of this Resolution may be adopted by the Trustees or be consented to by the holders of the Notes without written consent of such Paying Agent affected thereby.

ARTICLE IX

Section 9.01 Execution of Closing Documents and Certificates.

The Chairman, the Chief Financial Officer, and all other officers and employees of the University are fully authorized and empowered to take any further action and to execute and deliver all closing documents as may be necessary and proper in order to complete the borrowing herein authorized and the action of the officers or employees or any one or more of them in executing and delivering any documents, in the form as he or they shall approve, is hereby fully authorized.

Section 9.02 Continuing Disclosure.

(A) Pursuant to Section 11-1-85 of the Code of Laws of South Carolina 1976, as amended (Section 11-1-85), the University covenants to file with a central repository for availability in the secondary bond market when requested:

(1) An annual independent audit, within thirty (30) days of the University's receipt of the audit; and

(2) Event specific information within thirty (30) days of an event adversely affecting more than 5% of the revenues of the University.

The only remedy for failure by the University to comply with the covenant in this Section 9.02(A) shall be an action for specific performance of this covenant. The University specifically reserves the right to amend or repeal this covenant to reflect any change in Section 11-1-85, without consent of any holder of any Note.

In addition, the University hereby covenants and agrees that it will comply with the Continuing Disclosure Undertaking. Notwithstanding any other provisions in this Resolution, failure of the University to comply with the Continuing Disclosure Undertaking shall not be considered an Event of Default; however, any holder of any Note may take such action as may be necessary and appropriate, including seeking specific performance by court order, to cause the University to comply with the obligations under this Section 9.02(B).

Section 9.03 Vice Chairman may act in Chairman's Absence; Acting Secretary May Act in Secretary's Absence.

In the absence of the Chairman, the Vice Chairman of the Trustees is fully authorized to exercise all powers vested in the Chairman under this Resolution. In the absence of the Secretary, the acting or assistant Secretary of the Trustees is fully authorized to exercise all powers and take all actions vested in the Secretary under this Resolution.

Section 9.04 Benefits of Resolution Limited to the Trustees and Holders of the Notes.

With the exception of rights or benefits herein expressly conferred, nothing expressed or mentioned in or to be implied from this Resolution or the Notes or the Bonds is intended or should be construed to confer upon or give to any person other than the University and the holders of the Notes or the Bonds, any legal or suitable right, remedy, or claim under or by reason of or in respect to this Resolution or any covenant, condition, stipulation, promise, agreement, or provision herein contained. This Resolution and all of the covenants, conditions, stipulations, promises, agreements, and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of the Trustees and the holders from time to time of the Notes or the Bonds as herein and therein provided.

Section 9.05 Resolution Binding Upon Successors or Assigns.

All the terms, provisions, conditions, covenants, warranties, and agreements contained in this Resolution shall be binding upon the successors and assigns of the University and shall inure to the benefit of the holders of the Notes and the Bonds.

Section 9.06 No Personal Liability.

No recourse shall be had for the enforcement of any obligation, covenant, promise, or agreement of the University contained in this Resolution, the Notes, or the Bonds, against any of the Trustees, or any officer or employee of the University, in his or her individual capacity, past, present, or future.

Section 9.07 Effect of Saturdays, Sundays, and Legal Holidays.

Whenever this Resolution requires any action to be taken on a Saturday, Sunday, or legal holiday or bank holiday in the State of South Carolina, the action shall be taken on the first business day occurring thereafter. Whenever in this Resolution the time within which any action is required to be taken or within which any right will lapse or expire shall terminate on a Saturday, Sunday, or legal holiday or bank holiday in the State of South Carolina, the time shall continue to run until midnight on the next succeeding business day.

Section 9.08 Law and Place of Enforcement of the Resolution.

This Resolution shall be construed and interpreted in accordance with the laws of the State of South Carolina and all suits and actions arising out of this Resolution shall be instituted in a court of competent jurisdiction in the State of South Carolina.

Section 9.09 Effect of Article and Section Headings.

The headings or titles of the several articles and Sections hereof shall be solely for convenience of reference and shall not affect the meaning, construction, interpretation, or effect of this Resolution.

Section 9.10 Savings Provision.

If any Article, Section, paragraph, clause, or provision of this Resolution shall be held invalid, the invalidity of such Article, Section, paragraph, clause, or provision shall not affect any of the remaining provisions of this Resolution.

Section 9.11 Repealing Clause.

All resolutions, ordinances, or parts thereof inconsistent herewith shall be, and the same are hereby, repealed to the extent of the inconsistencies.

Section 9.12 Effective Date.

This Resolution shall be effective without the necessity of any publication upon the date on which it is adopted.

DONE IN MEETING DULY ASSEMBLED this 14th day of December, 1998.

(SEAL) ________________________________

Chairman, Board of Trustees of

ATTEST: the University of South Carolina

________________________________ ________________________________

Secretary, Board of Trustees of Vice President for Business and Finance

The University of South Carolina of The University of South Carolina

EXHIBIT AUNITED STATES OF AMERICA

STATE OF SOUTH CAROLINA

UNIVERSITY OF SOUTH CAROLINA

ATHLETIC FACILITIES REVENUE

BOND ANTICIPATION NOTE

SERIES 1999

CUSIP _________ No. ______ $______________

KNOW ALL MEN BY THESE PRESENTS, that the University of South Carolina, an institution of higher learning and a body politic and corporate of the State of South Carolina (the "University"), FOR VALUE RECEIVED promises to pay, but only from the sources as hereinafter described, to ____________________________ the principal sum of _____________________________ and No/100 __________________ Dollars on _______________, 2000, together with interest from the date hereof at the rate of _________ and ______/100 per centum _______ per annum, payable (on the basis of a 360-day year consisting of twelve 30-day months) at maturity.

THIS NOTE is one of an issue of $______________ aggregate principal amount of bond anticipation notes of like tenor and effect, except as to number, denomination, and registered owner, being issued pursuant to and in accordance with the Constitution and laws of the State of South Carolina, including Title 11, Chapter 17 of the Code of Laws of South Carolina 1976, as amended, and Act No. 518 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1980, as amended by Act No. 545 of the Acts and Joint Resolutions of the General Assembly Regular Session of 1986 (the "Bond Enabling Act"); and a Resolution entitled "A Resolution Making Provision for the Issuance of Not Exceeding $_______ University of South Carolina Athletic Facilities Revenue Bonds, to Raise Moneys to Provide Permanent Financing for a Portion of the Cost of the 1995 Projects and the 1996 Projects and to Pay All or a Portion of the Principal of and Interest on Currently Outstanding Athletic Facilities Revenue Bond Anticipation Notes Series 1998; and Authorizing the Issuance of Bond Anticipation Notes in Anticipation of the Issuance of the Bonds; and Other Matters Relating Thereto," duly adopted by the Board of Trustees of the University (the "Trustees") on December 15, 1998, (the "Resolution"), in anticipation of the issuance of Athletic Facilities Revenue Bonds (the "Bonds") to be issued by the University pursuant to the Bond Enabling Act, and is payable, both as to principal and interest, from the proceeds of the Bonds.

This Note [is a negotiable instrument and is transferable by delivery/has been issued in fully-registered form, and all principal, interest or other amounts due hereunder shall be payable only to the registered owner hereof.] The principal of and interest on this Note, when due, shall be payable upon presentation and surrender of this Note at the principal office of _________________, in the City of _______________, State of ____________________ as Paying Agent.

[This Note may be transferred only upon assignment duly executed by the registered owner and validated by _____________________, as registrar (the "Registrar") by both endorsement upon the Note and entry of the assignee's name and address upon the registration records to be maintained by the Registrar. So long as any amount remains outstanding hereunder, there may be only one registered owner of this Note at any time. Any purported assignment in contravention of the foregoing requirements shall be, as to the University, absolutely null and void. The person in whose name this Note shall be registered shall be deemed and regarded as the absolute owner hereof for all purposes; and payment of the principal of and interest on this Note shall be made only to or upon the order of the registered owner or his legal representative. All payments made in this manner shall be valid and effective to satisfy and discharge the liability of the University upon this Note to the extent of the sum or sums paid. No person other than the registered owner shall have any other rights under this Note against the University. Notwithstanding the foregoing, nothing herein shall limit the rights of a person having a beneficial interest in this Note as against a person (including the registered owner) other than the University, as in the case where the registered owner is a trustee or nominee for two or more beneficial owners of an interest in this Note.]

THIS NOTE is a special obligation of the University and there are hereby pledged to the payment of this Note, both principal and interest, when due, the proceeds of the Bonds. The University at its option may also utilize any other funds available there-for for the payment of the principal of and interest on this Note. The full faith, credit, and taxing power of the State of South Carolina are not pledged for the payment of principal of and interest on this Note. The Trustees agree that they will issue no further bond anticipation notes in anticipation of the Bonds unless the same are expressly made junior to this Note.

[THIS NOTE shall not be subject to redemption prior to its stated maturity.]

THIS NOTE and the interest hereon are exempt from all state, county, municipal, school district, and all other taxes or assessments in the State of South Carolina, direct or indirect, general or special, whether imposed for the purpose of general revenue or otherwise, except inheritance, estate, transfer, or certain franchise taxes.

This Note shall not be entitled to any benefit under the Resolution nor become valid or obligatory for any purpose, until the Certificate of Authentication hereon shall have been duly executed by the registrar specified below.

IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and Laws of the State of South Carolina to exist, to happen, or to be performed precedent to or in the issuance of this Note, do exist, have happened, and have been performed in regular and due time, form, and manner; that the amount of this Note and the issue of which it is a part does not exceed any constitutional or statutory limitation thereon; and that the Trustees have irrevocably obligated themselves to issue and sell, prior to the stated maturity hereof, in the manner prescribed by law, the Bonds in anticipation of which this Note is issued.

IN WITNESS WHEREOF, THE UNIVERSITY OF SOUTH CAROLINA has caused this Note to be executed in its name by the manual or facsimile signature of the Chairman of the Trustees, under the Seal of the University to be impressed hereon, and attested by the manual [facsimile] signature of the Vice President for Business and Finance of the University and the manual [facsimile] signature of the Secretary of the Board of Trustees this ___ day of ______________, 1999.

(SEAL) UNIVERSITY OF SOUTH CAROLINA

By: ___________________________________

ATTEST: Chairman, Board of Trustees of the

University of South Carolina

___________________________________

Vice President for Business and

Finance of the University of South Carolina

___________________________________

Secretary, Board of Trustees of the

University of South Carolina

CERTIFICATE OF AUTHENTICATION

This Note is one of the Notes of the issue described in the within-mentioned Resolution.

_________________________, as Paying Agent

Date of Authentication By:_______________________________________

Authorized Officer

______________________________

EXHIBIT B

NOTICE OF SALE

$______________ University of South Carolina

Athletic Facilities Revenue Bond Anticipation Notes, Series 1999

Time and Place of Sale: NOTICE IS HEREBY GIVEN that sealed bids for the sale by the Board of Trustees (the "Board") of the University of South Carolina (the "University") of ______________ Million ($_____________) Dollars University of South Carolina Athletic Facilities Revenue Bond Anticipation Notes, Series 1999 (the "Notes") will be received by the State Treasurer of South Carolina on behalf of the Board at the Office of the State Treasurer, Room 121, Wade Hampton Office Building, Capitol Complex, Columbia, South Carolina, until _______ o'clock a.m. (South Carolina time) on _____________, February __, 1999, at which time and place the bids will be publicly opened and read.

Notes: The Notes will all be issued in either bearer form or, at the option of the successful purchaser, in fully-registered form; will be dated as of the date of their delivery; will be in denominations of $25,000 each or any integral multiple thereof as may be designated by the successful purchaser(s) thereof; will be numbered from 1 or R-1 upward; will be without coupons; will mature as to principal and interest on ______, 2000; and will be in typewritten form. Interest on the Notes will be computed on a 360-day year (consisting of twelve 30-day months) basis.

Redemption: The Notes are not subject to redemption prior to their stated maturity.

Registrar/Paying Agent. The State Treasurer or his designee shall act as paying agent and registrar for the Notes. Both principal of and interest on the Notes shall be payable at such place as is designated by the State Treasurer.

Additional Notes: The Board covenants that the University will issue no additional bond anticipation notes in anticipation of the Bonds unless the notes are expressly junior to the Notes offered herein.

Bid Requirements: Bidders shall specify a single rate of interest per annum which the Notes are to bear to be expressed as a percentage interest rate in one one-hundredths (1/100th) of a percent. Any sum named by way of premium shall be paid in cash as part of the purchase price. In addition, if a bidder wishes that Notes be delivered in fully registered form, it must so state on its bid. No bid for the purchase of less than all of the Notes or at a price less than par will be considered.

The Notes will be awarded to the bidder or bidders offering to purchase the Notes at the lowest net interest cost to the University. The net interest cost will be determined by computing the total dollar interest cost from the date of the Notes to the maturity date and deducting therefrom the amount of the premium offered, if any, over and above the principal amount. For the purpose of calculating the effect of a premium, if any, it will be assumed that the Notes will be dated _________, 1999. In the event two or more bids have the identical lowest net interest cost, the Notes will be awarded to one of such low bids selected by lot by the State Treasurer. The State Treasurer reserves the right to reject any and all bids or to waive irregularities on any bid. Bids will be accepted or rejected not later than 1:00 p.m., South Carolina time, on the day of the sale.

Each proposal shall be enclosed in a sealed envelope marked "Proposal for $__________ University of South Carolina, Athletic Facilities Revenue Bond Anticipation Notes, Series 1999" and should be directed to the State Treasurer at the address in the first paragraph hereof or may be sent by facsimile addressed to the State Treasurer at (803) 734-2039 (primary) or (803) 734-2697 (backup). No good faith check is required. It is requested, but not required, that bids be submitted on the official bid form.

Authority: The Notes will be issued pursuant to Article X, Section 13 of the Constitution of the State of South Carolina; Title 11, Chapter 17 of the Code of Laws of South Carolina 1976, as amended; Act No. 518 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1980 and Act No. 545 of the Acts and Joint Resolutions of the General Assembly of the State of South Carolina, Regular Session of 1986; a resolution duly adopted by the Board of Trustees on December 15, 1998, (the "Resolution"); and a resolution duly adopted by the South Carolina State Budget and Control Board. The Notes are issued in anticipation of the issuance of athletic facilities revenue bonds (the "Bonds"), and are payable, both as to principal and interest, from the proceeds of the Bonds.

Security: THE NOTES ARE SPECIAL OBLIGATIONS OF THE UNIVERSITY OF SOUTH CAROLINA, A STATE-ASSISTED INSTITUTION OF HIGHER LEARNING, AND ARE PAYABLE SOLELY FROM AND SECURED BY A PLEDGE OF THE PROCEEDS DERIVED FROM THE SALE, ISSUANCE, AND DELIVERY OF ATHLETIC FACILITIES REVENUE BONDS OF THE UNIVERSITY OR, IF THE BONDS ARE NOT ISSUED PRIOR TO THE MATURITY OF THE NOTES, FROM THE SALE, ISSUANCE, AND DELIVERY OF AN ISSUE OF RENEWAL OR REFUNDING BOND ANTICIPATION NOTES. THE NOTES DO NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE UNIVERSITY OR AN INDEBTEDNESS OR A PLEDGE OF THE FAITH, CREDIT, AND TAXING POWER OF THE STATE OF SOUTH CAROLINA WITHIN THE MEANING OF ANY PROVISION, LIMITATION OR RESTRICTION OF THE CONSTITUTION OR LAWS OF THE STATE OF SOUTH CAROLINA (OTHER THAN ARTICLE X, SECTION 13, PARAGRAPH 9 OF THE CONSTITUTION WHICH AUTHORIZES OBLIGATIONS OF STATE INSTITUTIONS PAYABLE SOLELY FROM A REVENUE-PRODUCING SOURCE NOT INVOLVING ANY TAX).

Purpose: Proceeds of the Notes, together with other available moneys, will be used to pay principal of and interest on the $__________ aggregate principal amount Athletic Facilities Revenue Bond Anticipation Notes of the University, Series 1998.

Official Statement: The University has authorized the preparation of an Official Statement containing pertinent information relative to the Notes, and the Official Statement will serve as a "deemed final" Official Statement as required by Rule 15c2-12 of the Securities and Exchange Commission. Copies of the Official Statement and additional information concerning the Notes may be obtained by contacting John L. Finan or Ken Corbett, Business and Finance, Thornwell Building, Second Floor, University of South Carolina, Columbia, South Carolina at (803) 777-7478.

The Official Statement, when further supplemented by an addendum or addenda or an amendment specifying the interest rate of the Notes, together with any other information required by law, shall constitute a "Final Official Statement") of the University with respect to the Notes, as that term is defined in Rule 15c2-12. By awarding the Notes to any underwriter or underwriting syndicate submitting a bid therefor, the University agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Notes are awarded 100 copies of the Final Official Statement. The University shall designate the senior managing underwriter of the syndicate to which the Notes are awarded as its agent for purposes of distributing copies of the Final Official Statement to each participating underwriter. Any underwriter executing and delivering a bid with respect to the Notes agrees thereby that if its bid is accepted by the University (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all participating underwriters of the Notes for purposes of assuring the receipt by each such participating underwriter of the Official Statement.

Continuing Disclosure: In order to assist bidders in complying with SEC Rule 15c2-12, the University will undertake pursuant to the Resolution authorizing the issuance of the Notes and a Continuing Disclosure Certificate, to provide notices of certain events. A description of this undertaking is set forth in the Official Statement.

Certificate as to Issue Price: The successful bidders for the Notes must provide a certificate to the University on the day of sale, confirmed by a final certificate not later that the business day immediately following the sale date, stating the initial reoffering price of the Notes to the public (excluding bond houses and brokers) and the price at which a substantial amount of the Notes were sold to the public, in form satisfactory to Bond Counsel.

CUSIP: A CUSIP identification number will be printed on the Notes, but neither the failure to print such number on any Note nor any error with respect thereto shall constitute cause for a failure or refusal by the purchaser thereof to accept delivery of and pay for the Notes. All expenses in relation to the printing of CUSIP numbers on the Notes shall be paid for by the University; provided, however, that the CUSIP Service Bureau charge for the assignment of the said number shall be the responsibility of and shall be paid for by the purchaser.

Closing: The University shall furnish upon delivery of the Notes, the opinion of Haynsworth, Marion, McKay & Guérard, L.L.P. Bond Counsel, which opinion will state that the Notes are valid and binding obligations of the University for which there is pledged the proceeds of the Bonds. This opinion will also state that assuming compliance by the University with certain covenants and agreements made in the proceedings authorizing the issuance of the Notes, interest on the Notes is excludable from gross income for federal income tax imposed on individuals and corporations; however it should be noted that with respect to corporations (as defined for federal income tax purposes), interest is taken into account for the purpose of computing alternative minimum tax imposed on corporations. The opinion will further state that the Notes and interest thereon will be exempt from all state, county, municipal, school district, and all other taxes or assessments of the State of South Carolina, except estate or other transfer taxes and certain franchise taxes. The above legal opinion shall be furnished without expense to the purchaser.

Appropriate certifications will be given to establish that the Notes are not "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the applicable regulations issued thereunder as in effect on the occasion of the delivery of the Notes, together with the usual closing documents, including a certificate that no litigation is pending affecting the Notes, and the Continuing Disclosure Certificate.

Delivery: The Notes will be delivered on ____________ 1999, at the Office of the State Treasurer in Columbia, South Carolina, at the expense of the University. The Notes may be delivered in Atlanta, Georgia; Charlotte, North Carolina; or New York, New York as requested by the successful purchaser at the expense of the purchaser. The purchase price then due must be paid in federal funds or other immediately available funds.

Grady L. Patterson, Jr.

State Treasurer of the State

of South Carolina

EXHIBIT C

CONTINUING DISCLOSURE CERTIFICATION

This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the University of South Carolina (the "Issuer") in connection with the issuance of $_______________ Athletic Facilities Revenue Bond Anticipation Notes, Series 1999 (the "Notes"). The Notes are being issued pursuant to a Resolution adopted on December ___, 1998 (the "Resolution"). The Issuer covenants and agrees as follows:

SECTION 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders and Beneficial Owners and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5) and S.E.C. Rule 15c2-12(d)(3).

SECTION 2. Definitions. In addition to the definitions set forth in the Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

"Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or dispose of ownership of, any Notes (including persons holding Notes through nominees, depositories or other interme-diaries), or (b) is treated as the owner of any Note for federal income tax purposes.

"Dissemination Agent" shall mean the Issuer or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation.

"Holders" or "Holders of the Notes" shall mean the registered owners of the Notes.

"Listed Events" shall mean any of the events listed in Section 3(a) of this Disclosure Certificate.

"National Repository" shall mean any National Recognized Municipal Securities information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit A.

"Participating Underwriter" shall mean any of the original underwriters of the Notes required to comply with the Rule in connection with the offering of the Notes.

"Repository" shall mean each national Repository and each State Repository.

"Rule" shall mean Rule 15c2-12(b)(5) and Rule 15c2-12-(d)(3) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to item.

"State" shall mean the State of South Carolina.

"State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule, and recognized as such by the Securities and Exchange Commission. As of the date of this Certificate, there is no State Repository.

SECTION 3. Reporting of Significant Events.

(a) Pursuant to the provisions of this Section 3, the Issuer shall give or cause to be given notice of the occurrence of any of the following events with respect to the Notes, if material:

1. principal and interest payment delinquencies.

2. non-payment related defaults.

3. modification to the rights of the Holders of the Notes.

4. optional, contingent, or unscheduled bond calls.

5. defeasances.

6. rating changes.

7. adverse tax opinions or events adversely affecting the tax-exempt status of the Notes.

8. unscheduled draws on the debt service reserves reflecting financial difficulties.

9. unscheduled draws on credit enhancements reflecting financial difficulties.

10. substitution of credit or liquidity providers, or their failure to perform.

11. release, substitution, or sale of property securing repayment of the Notes.

(b) Whenever the Issuer obtains knowledge of the occurrence of a Listed Event, the Issuer shall as soon as possible determine if such event would be material under applicable federal securities laws.

(c) If the Issuer determines that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Issuer shall promptly file a notice of such occurrence with the Municipal Securities Rulemaking board and the State Repository. Notwithstanding the foregoing, notice of Listed Events described in subsection (a)(4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Holders of affected Notes pursuant to the Resolution.

SECTION 4. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Notes. If such termination occurs prior to the final maturity of the notes, the Issuer shall give notice of such termination in the same manner as for a Listed Event under Section 3(c).