ARTICLE II
                           AUTHORIZATION OF SERIES P BONDS


             Section 2.1. Series P Bonds Authorized. Pursuant to the provisions of the Basic
Resolution, there is hereby authorized to be issued by the Board of Trustees of the University of
Kentucky, in its corporate capacity, a fifteenth Series of Bonds in the aggregate principal amount of SIX
MILLION TWO HUNDRED THOUSAND DOLLARS ($6,200,000). Such Bonds shall be designate
"University of Kentucky Consolidated Educational Buildings Revenue Bonds, Series P." Said Series P
Bonds are hereby declared to have been authorized under the Basic Resolution and in conformity with
the provisions of Section 7.10 of the Basic Resolution.

             Section 2.2. Purpose of Issue. Said Series P Bonds are being issued for the purpose of
(a) paying the costs (to the extent not otherwise provided from other funds, including -projected
investment income from the investment of the net proceeds of the Series P Bonds until expended) of
establishing and constructing the Series P Project, as defined herein, upon property of the University in
Fayette County, Kentucky, which Series P Project will, when constructed and established, become and
constitute part of the Consolidated Educational Buildings Project of said University, and (b) funding the
Required Debt Service Reserve, and (c) paying the costs of issuance of the Series P Bonds.

             Section 2.3. Date and Maturities of Bonds. Except as set out in Section 2.5 hereof, the
Series P Bonds shall be dated June 1, 1998, and bear interest payable on each Interest Payment Date
(May 1 and November 1 of each year), commencing November 1, 1998. The Series P Bonds shall be
numbered consecutively from R-1 upward, or in such other manner as shall be determined by the
Trustee-Registrar, and shall be scheduled to become due and payable on May 1 of the respective years,
as follows:


Maturity Date       Principal              Maturity Date                  Principal
May 1               Maturity               May 1                          Maturity

   1999           $170,000                    2009                       $305,000
   2000            205,000                    2010                        320,000
   2001            210,000                    2011                        335,000
   2002            220,000                    2012                        350,000
   2003            230,000                    2013                        370,000
   2004            240,000                    2014                        390,000
   2005            250,000                    2015                        410,000
   2006            265,000                    2016                        430,000
   2007            275,000                    2017                        455,000
   2008            290,000                    2018                        480,000


             Section 2.4. Series P Bonds to be Issued as Fully Registered Bonds. The Series P Bonds
shall be issued only in fully registered form, without coupons, in the denomination of $5,000 or any
authorized multiple thereof within a single maturity.



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