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Part of Minutes of the University of Kentucky Board of Trustees

3838, 99th Congress, First Session (the "Tax Bill"), has been passed by the House of Representatives on December 17, 1985, with a provision that many of its provisions are effective retroactive to January 1, 1986, (b) a "Joint Statement" on the effective dates of pending tax reform legislation (the "Joint Statement") has been issued by the Chairman and Ranking Members of both the Wrays and Means Committee of the United States House of Representatives and the Finance Committee of the United States Senate, together with the Secretary of the United States Treasury Department, dated March 14, 1986, and (c) it is not known at present whether such Tax Bill will also be passed by the United States Senate and approved by the President, the final form in which same will be enacted, if any, and what retroactive date, if any, will be included in such law. In order to assure purchasers of the Series A Bonds that the Series A Bonds will continue to be legal obligations and that interest thereon will continue to be exempt from all Federal and Kentucky income taxation (except that income from these Bonds may constitute an item of "tax-preference" in the income of property and casualty insurance companies because of the nature of the total tax-preference items of such bondowners), the Board covenants to and with the Owners of the Series A Bonds that (1) the Board will take all actions necessary to comply with the effective provisions of such Tax Bill, (2) the Board will take no actions which will violate any of the provisions of such Tax Bill, (3) none of the proceeds of the Series A Bonds will be used for any purpose which would cause the interest on the Series A Bonds to become subject to Federal income taxation, either under the provisions of existing Federal law or under the new Tax Bill, if enacted and signed into law in the form as same exists at the time of issuance of the Series A Bonds, if such Tax Bill as enacted reflects the postponement of effective dates to the extent endorsed in the Joint Statement, and (4) the Board reserves the right to amend the Series A Resolution authorizing the Series A Bonds without obtaining the consent of the Owners of the Series A Bonds (i) to whatever extent shall, in the opinion of Bond Counsel, be deemed necessary to assure that interest on the Series A 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 bondowners) to eliminate or reduce any restrictions concerning the Series A Hospital Project, the investment of the proceeds of the Series A Bonds, or the application of such proceeds or of the Revenues; and the purchasers of the Series A Bonds are deemed to have relied fully upon these covenants and undertakings on the part of the Board as part of the consideration for purchase of the Series A Bonds. To the extent that the Board obtains an opinion of Bond Counsel to the effect that non-compliance would not subject interest on the Series A Bonds to Federal income taxes or Kentucky income taxes, the Board shall not be required to comply with the foregoing provisions. ARTICLE IX. SERIES A RESOLUTION EFFECTIVE IMMEDIATELY. Section 9.01. Effective Date. A certified copy of the Resolution and a certified copy of this Series A Resolution shall be filed with the Trustee and this Series A -22-