October 2005 NCAA Executive Committee Supplement No. 5

Bond Resolution Series 2005

RESOLUTIONS OF THE EXECUTIVE COMMITTEE OF THE NATIONAL COLLEGIATE ATHLETIC ASSOCIATION REGARDING THE APPROVAL OF DOCUMENTS RELATING TO THE ISSUANCE OF ACQUISITION AND REFUNDING REVENUE BONDS BY THE INDIANA FINANCE AUTHORITY FOR THE PURPOSE OF FINANCING A PORTION OF THE COSTS OF THE ACQUISITION OF ALL RIGHTS TO THE NATIONAL INVITATION BASKETBALL TOURNAMENTS AND CERTAIN COSTS RELATED TO THE SETTLEMENT OF LITIGATION RELATING THERETO, AND REFINANCING OUTSTANDING BONDS ISSUED IN 1999 TO PAY THE COSTS OF CERTAIN OTHER CAPITAL EXPENDITURES

WHEREAS, in connection with the settlement of certain litigation originally filed in federal court in the Southern District of New York, The National Collegiate Athletic Association (the "Association"), has entered into an agreement to acquire the business of organizing, promoting, administering and directing a pre-season collegiate basketball tournament known as the Pre-Season National Invitation Tournament and a post-season collegiate basketball tournament known as the National Invitation Tournament, and the personal property and intellectual property rights associated therewith, and to pay certain settlement costs related thereto (collectively, the "Project"); and

WHEREAS, the Executive Committee of the Association (the "Executive Committee") desires to approve the financing of a portion of the costs associated with the acquisition and funding of the Project through a loan of the proceeds of revenue bonds issued by the Indiana Finance Authority (the "Issuer"); and

WHEREAS, on August 26, 1999, the Indiana Development Finance Authority (predecessor to the Issuer) issued and delivered its $15,355,000 original principal amount Revenue Bonds, Series 1999 (National Collegiate Athletic Association Project) (the "Series 1999 Bonds"), in order to loan the proceeds thereof to the Association to pay a portion of the costs of financing the construction and equipping of a warehouse and distribution facility in Indianapolis, Indiana, and the improvement, furnishing and equipping of the Association's headquarters located in White River State Park near downtown Indianapolis, Indiana (collectively, the "Prior Projects"); and

WHEREAS, the Issuer is authorized under Indiana Code 4-4-10.9 and 4-4-11 and Indiana Code 5-1-5 to issue its revenue refunding bonds to refund the Series 1999 Bonds; and

WHEREAS, the Association desires to refinance a portion of the costs of the Prior Projects in order to obtain a net savings;

NOW, THEREFORE, BE IT RESOLVED, BY THE EXECUTIVE COMMITTEE OF THE NATIONAL COLLEGIATE ATHLETIC ASSOCIATION, AS FOLLOWS:

RESOLVED, that (i) the refinancing of a portion of the costs of the Prior Projects through the refunding of all or a portion of the outstanding Series 1999 Bonds to achieve a net savings, and (ii) the financing of a portion of the costs of acquiring and funding the Project, with the specific costs to be determined finally by the Senior Vice President for Administration and Chief Financial Officer of the Association (the "Authorized Officer"), after consultation with the Chair of the Executive Committee (the "Chair"), including issuance costs related thereto, be arranged and consummated pursuant to the provisions of Indiana Code 4‑4‑10.9 and 4‑4‑11 and Indiana Code 5-1-5, pursuant to which the Issuer is empowered to issue its revenue bonds and lend the proceeds thereof to the Association for the purpose of financing a portion of the costs of the acquisition and funding of the Project and to refund all or a portion of the Series 1999 Bonds.

FURTHER RESOLVED, that the Association enter into a Loan Agreement between the Issuer and the Association (the "Loan Agreement"), pursuant to which the Issuer agrees to issue and sell its Acquisition and Refunding Revenue Bonds, Series 2005 (National Collegiate Athletic Association Project), in an aggregate principal amount not to exceed Thirty Four Million Dollars ($34,000,000) (the "Series 2005 Bonds"), and to lend the proceeds to the Association for the purpose of (i) financing a portion of the costs of the acquisition and funding of the Project, (ii) refunding all or a portion of the outstanding Series 1999 Bonds and (iii) paying the costs of issuance of the Series 2005 Bonds; that the Loan Agreement is hereby approved substantially in the form presented to this meeting; and that the Authorized Officer, after consultation with the Chair, is authorized to indicate such approval of the Loan Agreement in the form approved herein with such changes as such Authorized Officer approves, such approval to be conclusively evidenced by the execution thereof.

FURTHER RESOLVED, that the Series 2005 Note (the "Series 2005 Note") to be made by the Association to the order of the Issuer pursuant to the Loan Agreement, in like principal amount as the Series 2005 Bonds, is hereby approved substantially in the form presented to this meeting as set forth in Exhibit A to the Loan Agreement; and that the Authorized Officer, after consultation with the Chair, is authorized to indicate such approval of the Series 2005 Note in the form approved herein with such changes as such Authorized Officer approves, such approval to be conclusively evidenced by the execution thereof.

FURTHER RESOLVED, that a certain Trust Indenture (the "Indenture") between the Issuer and J.P. Morgan Trust Company, National Association, as trustee (the "Trustee"), which provides for the issuance of the Series 2005 Bonds and for the grant of substantially all of the Issuer's right, title, and interest in, to, and under the Series 2005 Note and the Loan Agreement to the Trustee under the Indenture as security for payment of the Series 2005 Bonds, is hereby approved substantially in the form presented to this meeting; and that the Authorized Officer, after consultation with the Chair, is authorized to approve any changes in form or substance to the Indenture as such Authorized Officer shall deem appropriate.

FURTHER RESOLVED, that a certain Bond Purchase Agreement (the "Bond Purchase Agreement"), among the Issuer, the Association and A.G. Edwards & Sons, Inc., as representative on behalf of itself and the other underwriter of the Series 2005 Bonds (collectively, the "Underwriters"), which provides for the sale of the Series 2005 Bonds to the Underwriters, is hereby approved substantially in the form presented to this meeting, and that the Authorized Officer, after consultation with the Chair, is authorized to indicate such approval of the Bond Purchase Agreement in the form approved herein with such changes as such Authorized Officer approves, such approval to be conclusively evidenced by the execution thereof.

FURTHER RESOLVED, that a Preliminary Official Statement regarding the Series 2005 Bonds (the "Preliminary Official Statement"), is hereby approved substantially in the form presented to this meeting, with such changes as the Authorized Officer, after consultation with the Chair, shall hereafter approve, and that the Authorized Officer, after consultation with the Chair, is further authorized to (i) deem by certification the Preliminary Official Statement final as of its date as required by Rule 15c2‑12 of the Securities and Exchange Commission (the "Rule"), except for the omission of the following information: the offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery date, ratings and such other terms of the Series 2005 Bonds as depends on the foregoing terms; and (ii) approve and execute a final Official Statement (the "Final Official Statement") following the sale of the Series 2005 Bonds.

FURTHER RESOLVED, that the Continuing Disclosure Undertaking Agreement (the "Continuing Disclosure Agreement") between the Association and J.P. Morgan Trust Company, National Association, as Dissemination Agent, which provides for on-going disclosure as required by the Rule, is hereby approved substantially in the form presented to this meeting; and that the Authorized Officer, after consultation with the Chair, is authorized to indicate such approval of the Continuing Disclosure Agreement in the form approved herein with such changes as such Authorized Officer approves, such approval to be conclusively evidenced by the execution thereof.

FURTHER RESOLVED, that the Association take all action necessary or desirable to carry out the transactions contemplated by the Loan Agreement, the Series 2005 Note, the Indenture, the Bond Purchase Agreement and the Continuing Disclosure Agreement, and that the Authorized Officer, after consultation with the Chair, is authorized and directed for and on behalf of the Association, to execute and deliver the Loan Agreement, the Series 2005 Note, the Bond Purchase Agreement, the Final Official Statement and the Continuing Disclosure Agreement in the form approved herein, with such changes as such Authorized Officer may approve, such approval to be conclusively evidenced by the execution thereof.

FURTHER RESOLVED, that all prior actions of the officers, employees, representatives, and agents of the Association in connection with the financing of a portion of the costs of the acquisition and funding of the Project and the refunding of the Series 1999 Bonds to be refunded and the costs associated with the issuance of the Series 2005 Bonds are approved and ratified in all respects, and that the Authorized Officer and, to the extent necessary, all other officers, employees, representatives, and agents of the Association, are authorized and directed to execute and deliver all such other instruments and documents and to take all such further action as they deem necessary or desirable to consummate the financing of a portion of the costs of the acquisition and funding of the Project and the refunding of the Series 1999 Bonds to be refunded, and to effectuate the intent and purposes of the transactions contemplated by the foregoing resolutions through the issuance of the Series 2005 Bonds, including without limitation (i) seeking and securing bond insurance or other appropriate forms of credit enhancement with respect to all or a portion of the Series 2005 Bonds, (ii) entering into such investments, including the execution and delivery of one or more investment contracts authorized pursuant to the Indenture, as may be necessary or appropriate for the investment of proceeds of the Series 2005 Bonds pending the application thereof under the Indenture, (iii) securing one or more ratings on the Series 2005 Bonds from national credit rating agencies, (iv) entering into an escrow agreement for the safeguarding of monies pending the redemption of the Series 1999 Bonds to be refunded, and (v) entering into such agreements as may be necessary to evidence compliance with the federal tax and arbitrage rebate requirements of the Internal Revenue Code of 1986, as amended.