Without limiting the generality of the foregoing, the Board agrees that there shall be paid
from time to time all amounts required to be rebated to the United States pursuant to Section
148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be
applicable to the Series N (Second Series) Bonds from time to time. This covenant shall survive
payment in full or defeasance of the Series N (Second Series) Bonds. The Board specifically
covenants to pay or cause to be paid to the United States, the Rebate Amount, at the times and in
the amounts described in the Memorandum of Instructions. The Trustee, by execution of its
Acceptance attached hereto, agrees to comply with all instructions of the Board given in
accordance with the Memorandum of Instructions.

       The Board reserves the right to amend the Resolution authorizing these Series N (Second
Series) Bonds without obtaining the consent of the owners of the Bonds (i) to whatever extent
shall, in the opinion of Bond Counsel, be deemed necessary to assure that interest on the Series
N (Second Series) Bonds shall be exempt from Federal income taxation, and (ii) to whatever
extent shall be permissible (without jeopardizing such tax exemption or the security of the
owners of the Series N (Second Series) Bonds) to eliminate or reduce any restrictions concerning
the Project, the investment of the proceeds of the Series N (Second Series) Bonds, or the
application of such proceedings or of the revenues of the Project. The purchasers of the Series N
(Second Series) Bonds are deemed to have relied fully upon these covenants and undertakings on
the part of the Board as part of the consideration for the purchase of the Series N (Second Series)
Bonds. To the extent that the Board obtains an opinion of nationally recognized bond counsel to
the effect that non-compliance with any of the covenants contained in this Resolution or referred
to in this Resolution would not subject interest on the Series N (Second Series) Bonds to Federal
income taxes or Kentucky income taxes, the Board shall not be required to comply with such
covenants or requirements.

       This Resolution is adopted in contemplation that Bond Counsel will render an opinion as
to exemption of principal of the Bonds from Kentucky ad valorem taxation and as to exemption
of interest on the Series N (Second Series) Bonds from Federal and Kentucky income taxation,
based on the assumption by bond Counsel that the Board complies with covenants made by the
Board with respect to compliance with the provisions of the Code and based on the assumption
of compliance by the Board with requirements as to any required rebate (and reports with
reference thereto) to the United States of America of certain investment earnings on the proceeds
of the Series N (Second Series) Bonds. The Board has been advised that, based on the foregoing
assumption of compliance, Bond Counsel is of the opinion that the Series N (Second Series)
Bonds are not "arbitrage bonds" within the meaning of Section 148 of the Code.

       Section 4.2. The Revenue Fund; Transfer to the Bond Fund and the Debt Service
Reserve Fund to Provide for the Additional Requirements of the Series N (Second Series) Bonds.

       (1)   From and after the issuance and delivery of the Series N (Second Series) Bonds,
the Treasurer, conforming to the provisions of Section 4.05(2) of the Basic Resolution, shall
transfer from the Revenue Fund and deposit to the credit of the Bond Fund from time to time
such sums as are required to pay (a) interest falling due on each November 1 with respect to the
Series N (Second Series) Bonds, and (b) interest and principal, if any, falling due on each May 1
with respect to the Series N (Second Series) Bonds; and such transfers and deposits into the
Bond Fund shall be in addition to the transfers and deposits required to be made from time to
time for payment of the interest on and principal of the Outstanding Bonds.



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