The Series A Bonds shall not constitute an indebtedness of the Board or the
Commonwealth within the meaning of any provisions or limitations of the
Constitution or Statutes of the Commonwealth, but are payable solely from the
Net  Revenues  and  any  other   revenues  provided  therefor  in  the   Series  A
Resolution.   Neither  the  Board,  the Commonwealth,   nor any   other political
subdivision of the Commonwealth, is obligated to pay the principal of the
Series A Bonds or the interest thereon, or other costs incident thereto, except
from the Net Revenues pledged therefor.    Neither the faith and credit nor the
taxing power of the Board, the Commonwealth or any political subdivision of the
Commonwealth is pledged to the payment of the principal of, premium, if any, or
interest on the Series A Bonds or other costs incident thereto.

           This Bond is one of the duly authorized University of Kentucky
Hospital Revenue Bonds, Series A, issued in the aggregate principal amount of
$            (the  "Bonds") pursuant to a Master Resolution and a        Series A
Resolution duly enacted by the Board (collectively, the "Resolution") under the
authority of, and in full compliance with, the Constitution and Statutes of the
Commonwealth of Kentucky, and particularly Sections 58.010 through 58.140 of
the Kentucky Revised Statutes (the "Act") for the purpose of financing the
Series A Project.

           Copies of the Master Resolution and the Series A Resolution are on
file at the corporate trust office of the Trustee, and reference shall be made
to the Master Resolution and the Series A Resolution for the provisions, among
others, with respect to the custody and application of the proceeds of Bonds
issued under the Resolution, the collection and disposition of Revenues, the
funds charged with and pledged to the payment of the interest on and the
principal of the Bonds, the nature and extent of the security, the terms and
conditions on which Bonds and Additional Indebtedness are or may be issued, the
rights, duties and obligations of the Board and the rights of the Owners of the
Bonds.

           The Board has reserved the right to issue Additional Indebtedness,
including additional Series of Bonds on a parity as to source of payment and
security with the Bonds.

           The Bonds maturing on and after August 1, 1997, are subject to
redemption prior to maturity by the Board in whole or from time to time in
part, in the inverse order of their maturities (less than all of a single
maturity to be selected by lot), on any Interest Payment Date on and after
August 1, 1996,   at the redemption prices, expressed     in percentages   of  the
principal amount of the Bonds to be redeemed, plus, in each case, accrued
interest to the date of redemption, as set forth below:

                Redemption Dates                                Redemption Price

August 1, 1996, through and including August 1, 2000                     103%
August 1, 2001, through and including August 1, 2004                      102%
August 1, 2005, and thereafter prior to final maturity                    101%



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