of the purposes intended to be accomplished by this Resolution

and they are herein recited:

          (A)  In 1966 this Board issued its $35,075,000 "University

of Kentucky Housing and Dining System Revenue Bonds," Series A to

Series I, Inclusive, pursuant to a Trust Indenture dated as of

June 1, 1965, made by this Board with Farmers Bank & Capital Trust

Company, Frankfort, Kentucky, as Trustee (hereinafter the "1965

Trust Indenture" or "Indenture"). Since that time this Board has not

authorized or issued any additional Series of such Bonds.

          (B) In 1977 increased student enrollment gave rise to an

urgent need and demand for additional student housing facilities at

the Main Campus of the University. With authority from the State

Property and Buildings Commission, and on an emergency basis, this

Board advanced $381,000 from its reserves in the purchase and

acquisition of 34 apartment units in Lexington, Kentucky, generally

known as the "Linden Walk-Rose Lane Apartments," consisting of

three buildings: (i) at 404 Linden Walk, comprising 16 efficiency

units, (ii) at 411 Linden Walk, comprising 8 1-bedroom units, and

(iii) at 468 Rose Lane, comprising 10 efficiency units; and made a

determination that the issuance of another Series of its Housing and

Dining System Revenue Bonds pursuant to the 1965 Trust Indenture

would be necessary, and that this advance would be reimbursed to

this Board from the proceeds of the newm Series of such Bonds when the

same are issued.  It was ascertained upon advice of legal counsel



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