Q.   The purchasers will pay for the printing of the
               final Official Statement.

          R.   The successful bidder shall promptly advise the
               Financial Advisor to the Board of Trustees of (i)
               the reoffering price for each maturity of the Series
               L Bonds, and (ii) the principal amount sold to the
               public of each principal maturity of the Series L
               Bonds on the reoffering date.

          If, upon the basis of the foregoing, the Board shall
accept a purchase bid for these $22,300,000 of Series L Bonds, the
Board shall adopt a Resolution to that effect, and supply proper
evidence of such acceptance to the bidder submitting the accepted
purcnase bid.

          The Board will furnish to the purchasers the customary No
Litigation Certificate and the final, approving Legal Opinion of
Rubin Hays & Foley, Municipal Bond Attorneys, Louisville, Kentucky,
without expense to the purchasers.

          The Board of Trustees shall provide to the successful
purchaser a final Official Statement in accordance with SEC Rule
15c2-12. Arrangements have been made with the printer of the
preliminary official statement, upon submission of completion text,
to print a reasonable quantity of final Official Statements in
sufficient time to meet the delivery requirements of the successful
bidder under SEC or Municipal Securities Rulemaking Board Delivery
Requirements. The successful bidder shall be required to pay for
the printing of the final Official Statement.

          Concurrently with the delivery of the Series L Bonds, the
Treasurer of the Board of Trustees will certify that, to the best
of his knowledge, the Official Statement did not as of its date,
and does not as of the date of delivery of the Bonds, contain any
untrue statement of a material fact or omit to state a material
fact which should be included therein for the purpose for which the
Official Statement is to be used, or which is necessary in order to
make the statements contained therein, in the light of the circum-
stances under which they were made, not misleading in any material
respect.

SPECIAL TAX EXEMPTION CONSIDERATIONS

          In order to assure purchasers of the Series L Bonds that
interest thereon will continue to be exempt from all Federal and
Kentucky income taxation (subject to certain exceptions set out
below), the Board covenants to and with the owners of such Bonds
that (1) the Board will take all actions necessary to comply with
the provisions of the Internal Revenue Code of 1986, as amended
(the "Code"), (2) the Board will take no actions which will violate
any of the provisions of such Code, or would cause the Bonds to
become "private activity bonds" within the meaning of the Code, (3)
none of the proceeds of the Bonds will be used for any purpose



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