Potential bidders are put on notice that at the time that the Bonds
are offered for sale, (a) the "Tax Reform Act of 1985," also known as H.R.
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
Ways 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 Bonds 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 of
Trustees has covenanted to and with the owners of such Bonds that (1) the Board
will take all actions necessary to comply with the effective provisions of such
Tax Bill, (2) the Board of Trustees will take no actions which will violate any
of the provisions of such Tax Bill, (3) none of the proceeds of the Bonds will
be used for any purpose which would cause the interest on the 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 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 of Trustees reserves the right to amend
the Resolution authorizing these Bonds without obtaining the consent of the
owners  of  the Bonds  (i) to whatever    extent shall,   in the  opinion   of Bond
Counsel, be deemed necessary to assure that interest on the 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 Project, the
investment of the proceeds of the Bonds, or the application of such proceeds or
of the revenues of the Project; and the purchasers of the Bonds are deemed to
have relied fully upon these covenants and undertakings on the part of the
Board of Trustees as part of the consideration for purchase of such Bonds.

           To the extent that the Board of Trustees obtains an opinion of
nationally recognized bond counsel to the effect that non-compliance would not
subject interest on the Bonds to Federal income taxes or Kentucky income taxes,
the Board of Trustees shall not be required to comply with the foregoing
provisions.

           It is noted that the United States Senate Finance Committee has, on
May 6, 1986, approved and recommended to the Senate a Senate version of a tax
reform bill which includes a provision that interest on all municipal bonds
will constitute a "tax preference" item in the income of corporations.



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