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The Chair welcomed members to the meeting of the University Court. Particular welcome was extended to Alison Blair and Kieran McCallum. Apologies for absence were noted for Julie Churchill, Karen Cullen, Dr Maria Giatsi-Clausen, Dr Arturo Langa, Elizabeth Porter and Andrew Watson.

Members were advised that, for the purposes of the formal minute, Pamela Woodburn would be recorded as having been appointed to chair the meeting.

The Chair confirmed that notice of the meeting had been given in accordance with the University's Articles of Association, and that a quorum was present. The Chair accordingly declared that the meeting was properly constituted under the governance arrangements for the University Court.

The Chair reported that the purpose of the meeting was to consider and approve:

· the University entering into a facility agreement in connection with a revolving credit facility of up to £15,000,000 to be made available by Santander UK plc (“Santander”) to the University (the "Facility Agreement") and certain other finance documents (as set out in more detail in the Schedule to these Minutes); and

· the repayment and termination of the University's existing secured term loan with Barclays Bank UK PLC ("Barclays" and "Existing Loan"), (the "Transaction").

The Chair also noted that an arrangement fee of £75,000 shall be payable by the University to Santander on the date of the Facility Agreement (the "Arrangement Fee").

The Chair also reminded the members of their statutory duties to the University as set out in the Companies Act 2006 ("CA 2006"). In particular, each member was reminded of their statutory duty to act in the way they consider, in good faith, would be most likely to promote the success of the University for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to the factors set out in section 172(1) CA 2006.

The Chair noted that the same definitions would be used in these Minutes as are defined in the Facility Agreement

Each of the Members present confirmed that, save as previously disclosed:

· they had no interest in the proposed transaction with the University to be considered at the meeting that they were required to disclose in accordance with section 177 of the CA 2006 or the University's Articles of Association; and

· they had no interest in any existing transaction or arrangement entered into by the University which was or might be relevant to the matters to be considered at the meeting.

Drafts of the documents listed in the Schedule to these Minutes (together the "Documents") were produced to the meeting.

The Members considered the terms of the Documents.

The following matters were noted in particular:

· the proceeds of the Facility Agreement would be used to refinance the Existing Loan as well as provide working capital for the University;

· the Facility Agreement contained the terms and conditions on which the Lender were prepared to make certain facilities available to the University and in particular it was noted that the facilities would be unsecured;

· the rights and obligations (including, but not limited to, payment obligations) of the University under and pursuant to each of the Documents;

· the Documents contained covenants with which the University would have to comply for the duration of the facilities made available under the Facility Agreement; and

· it was a condition precedent of the facilities being made available by the Lender under the Facility Agreement that the University as Borrower enter into the Documents, and the Members confirmed its full understanding of the effect and implications for the University of those Documents to which the University is to be a party.

[Secretary’s note: Members discussed the content of the documents in detail, having been guided through the key terms by the representatives present from Shepherd and Wedderburn and QMPF. The notes that follow in this paragraph do not form part of extracted minutes attached to the loan agreement, but form part of the complete record retained by the University Court of its discussion.

[In addition to the factors highlighted in the extracted Minute, members were advised that the facility provided for a Sterling Revolving Credit Facility of £15m. The maximum number of loans that could be outstanding at any time is nine (9). The minimum amount to be drawn must be £250k and in integral multiples of £100k (or if less, an amount equal to the available facility.

[Attention was brought to the following Clauses in particular:

· Clause 10.1-10.5: Interest – the interest rate for each interest period will be 0.95% per annum, plus the Compounded Reference Rate for that day. The Compounded Reference Rate is calculated by reference to the daily SONIA (sterling overnight index average).

· Clause 12: Break Costs – no break costs are payable.

· Clause 19: Representations, including the University’s status, and its performance of obligations.

· Clause 20: Financial Covenants – Minimum Net Worth/Interest Cover/Debt Servicing.

· Clause 20.1 Financial Statements – ����ӰԺ must supply to Santander copies of its annual financial statements as soon as available but in any event, within 180 days of the end of each financial year; quarterly financial statements as soon as they become available, but in any event within 45 days of the relevant quarter.

· Clause 22: General undertakings, including 22.15 (b) ‘Acquisitions’ relating to permitted Joint Venture arrangements (Permitted Joint Venture on page 14 also refers)

[With reference to Clause 20.1 Financial Statements, it was suggested that meetings of the Finance and Estates Committee should be aligned with the required reporting period.

[There was a brief discussion on the amount of the proposed facility, with members being advised that a facility of the order negotiated, ie £15m, provided additional resilience during a period of fiscal uncertainty for the university sector. The facility provided for the university drawing up to £15m, but it could draw down a lesser amount. The interest paid on the proposed amount would not be significantly reduced with a reduced facility].

After due and careful consideration, and bearing in mind the Members' statutory duty to promote the success of the University for the benefit of its members as a whole, IT WAS RESOLVED that:

· entering into the Facility Agreement and the Transaction would promote the success of the University for the benefit of its members as a whole, since the Facility Agreement and the Transaction would enhance the financial position of the University;

· the Transaction be approved;

· each of the Documents and related ancillary documents be and are:

· approved subject to such amendment and modification as any Member in his or her absolute discretion may think fit; and

· are in accordance with and do not contravene the University's Articles of Association or other constitutional documents or any law or other obligation of the University and, in particular, no limit on the powers of the University or its Members to borrow money or create security would be exceeded by the University entering into or performing its obligations under the Documents;

· the payment by the University of the Arrangement Fee be approved;

· the University enter into and perform its obligations under the Documents and related ancillary documents and accordingly:

· any two Members or any one Member and the Secretary or Christopher Reilly (each an "Authorised Signatory") or any Authorised Signatory in the presence of a witness be authorised to execute any of the Documents (and any ancillary documentation) requiring execution as a deed or execution in accordance with Scots law; and

· any Authorised Signatory be authorised to execute on behalf of the University any of the Documents and any ancillary documentation not required to be executed as a deed or probative as a matter of Scots law;

· any Authorised Signatory be and is authorised to agree, approve, sign and/or dispatch or deliver all other documents, notices, letters and certificates to be signed and/or dispatched or delivered by the University under or in connection with any Document;

· each Authorised Signatory be severally authorised to do any act, matter or thing, and to execute and deliver any document as they may deem necessary or desirable to be done or executed in connection with the financing to be provided to the University or the Documents, and to approve any amendments (whether or not material) or complete any details in relation to any Document or any other document referred to in these Minutes (including additional parties), that approval being conclusively evidenced by the execution or signature of the relevant document; and

· any Authorised Signatory be authorised to execute and do all other acts or things as might be necessary or desirable to give effect to the Transaction.

The Chair instructed Shepherd and Wedderburn LLP to make all necessary and appropriate entries in the books and registers of the University and to make all necessary filings at Companies House.

As there was no further business, the Chair declared the meeting closed.