take into account, in determining the taxability of such benefits,
receipts or accruals of interest on the Series 0 Bonds.

          The Board of Trustees reserves the right to amend this
Seventh Supplemental Trust Indenture without obtaining the consent
of the owners of the Series 0 Bonds (i) to whatever extent shall,
in the opinion of Bond Counsel, be deemed necessary to assure that
interest on the Series 0 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 0 Bonds) to eliminate or reduce any restrictions con-
cerning the investment of the proceeds of the Series 0 Bonds, or
the application of such proceeds. The purchasers of the Series 0
Bonds will be deemed to have relied fully upon these covenants and
undertakings on the part of the Board of Trustees as part of the
consideration for the purchase of the Series 0 Bonds.        To the
extent that the Board of Trustees obtains an opinion of nationally
recognized bond counsel to the effect that non-compliance with any
of the covenants contained in this Seventh Supplemental Trust
Indenture would not subject interest on the Series 0 Bonds to
federal income taxation or Kentucky income taxation, the Board of
Trustees is not required to comply with such covenants and require-
ments.

    ARTICLE XIV - COMPLIANCE WITH FEDERAL ARBITRAGE REGULATIONS

          The Board covenants that the proceeds of the Series 0
Bonds shall not be invested in investments which will produce a net
adjusted yield in excess of the net interest cost (effective yield)
of the Series 0 Bonds authorized herein, if such investment would
cause such Series 0 Bonds to be treated as "arbitrage bonds" within
the meaning of Section 148 of the Code; provided, however, that
funds may be invested to whatever extent and whenever the Code
permits same to be invested without causing the Series 0 Bonds to
be treated as "arbitrage bonds."

          On the basis of known facts and circumstances in exis-
tence on the date of this Seventh Supplemental Trust Indenture, the
Board certifies that it is not expected that the proceeds of the
Series 0 Bonds will be used in a manner which would cause such
Series 0 Bonds to be arbitrage bonds.    The Board covenants to the
purchasers of the Series 0 Bonds and/or owners of the Series 0
Bonds that (a) the Board will make no use of the proceeds of the
Series 0 Bonds, if such use had been reasonably expected on the
date of issuance of the Series 0 Bonds, would have caused such
Series 0 Bonds to be arbitrage bonds, and (b) that the Board will
comply with (1) all of the requirements of Section 148 of the Code;
and (2) all of the requirements of the Treasury Regulations appli-
cable thereto, to whatever extent is necessary to assure that the
Series 0 Bonds shall not be treated as arbitrage bonds.

           On the basis of known facts and reasonable expectations
on the date of this Seventh Supplemental Trust Indenture, the Board
certifies as follows:



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