eliminate or reduce any restrictions concerning the project
financed by the Series N Bonds, the investment of the proceeds of
the Series N Bonds, or the application of such proceeds or of the
revenues of the project financed by the Series N Bonds.         The
purchasers of the Series N 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 N 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
the Sixth Supplemental Trust Indenture would not subject interest
on the Series N Bonds to federal income taxation or Kentucky income
taxation, the Board of Trustees is not required to comply with such
covenants and requirements.

          If, prior to the delivery of the Series N Bonds, any
event shall occur which alters the tax-exempt status of the Series
N Bonds, the purchaser shall have the privilege of voiding the
purchase contract by giving immediate written notice to the Board
of Trustees, whereupon the amount of the good faith deposit of the
purchaser will be returned to the purchaser, and all respective
obligations of the parties will be terminated.

          Bond Counsel has reviewed the Official Statement with
regard to all matters pertaining to the legality and tax exemption
of the Series N Bonds, including statements concerning the
authority, purpose and security of the Series N Bonds; but Bond
Counsel has not reviewed any of the financial statements or calcu-
lations, such as debt service requirements, budget estimates,
enrollment, capital outlay, estimated revenues, expenditures or
other financial information in the Official Statement, and
expresses no opinion thereon and assumes no responsibility in
connection therewith.

          6.   TERMS OF SALE

          The Series N Bonds are offered for sale upon the follow-
ing terms and conditions:

          A.   A minimum price is required for the entire issue of
               not less than $4,107,450 (98J% of par), plus accrued
               interest from the date of the Series N Bonds
               (February 1, 1994) to the date of delivery.

          B.   The successful bidder will be required to deposit
               with  Farmers   Bank   &  Capital   Trust   Company,
               Frankfort, Kentucky, for the account of University
               of Kentucky immediately available funds in the
               amount  of  $83,400,  representing  the  good  faith
               deposit, by the close of business on March 2, 1994.
               The amount of the good faith deposit, without
               interest, will be deducted from the purchase price
               at the time of delivery of the Series N Bonds.



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