<pre style="white-space: pre-wrap">xt7qnk361r6d https://exploreuk.uky.edu/dips/xt7qnk361r6d/data/mets.xml Lexington, Kentucky University of Kentucky 1973036 minutes English University of Kentucky Contact the Special Collections Research Center for information regarding rights and use of this collection. Minutes of the University of Kentucky Board of Trustees Minutes of the University of Kentucky Board of Trustees, 1973-03-mar6-ec. text Minutes of the University of Kentucky Board of Trustees, 1973-03-mar6-ec. 1973 2011 true xt7qnk361r6d section xt7qnk361r6d 


           GUIDE TO MINUTES OF MARCH 6, 1973 MEETING
                     OF EXECUTIVE COMMITTEE


      Due to the fact that several separate resolutions relating to the refunding
of University of Kentucky Consolidated Educational Buildings Revenue Bonds,
Series D, were introduced at this meeting with a somewhat confusing numbering
of pages the following guide to the Minutes is presented to assist in an easier
understanding of the proceedings. The page numbers referred to below will be
found in the upper right corners. (Please disregard the page numbers found at
the bottom of each page. )

      The following were the principal items of business at the meeting:


      Opening of Meeting --------                     p.   1

      Resolution Authorizing Refunding --------------- p.  2

      Vote on Resolution Authorizing Refunding -------- p. 89

      Resolution Approving Official Statement
      and Notice of Sale --------------------------- p. 89

      Vote on Resolution Approving Official Statement
      and Notice of Sale --------------------------- p. 145

      Receipt of Bids ------   ------------------- p. 145 and p. 146

      Resolution Accepting Bids --------------------- p. 146

      Vote on Resolution Accepting Bids -------------- p. 156


Resolution Authorizing Sale of Series E Bonds --- p. 156


           MINUTES OF THE MEETING OF THE EXECUTIVE
           COMMITTEE OF THE BOARD OF TRUSTEES OF THE
           UNIVERSITY OF KENTUCKY, HELD ON TUESDAY,
           MARCH 6, 1973


           The Executive Committee of the Board of Trustees of the University

of Kentucky convened in regular session at 10:00 o'clock A. M., EST on Tuesday,

March 6, 1973, in the Office of the Board of Trustees in the Administration

Building of the University of Kentucky in Lexington, Kentucky. The following

members of the Executive Committee were present: Mr. Albert G. Clay,

Chairman of the Executive Committee, and Executive Committee members,

Mrs. Lucile T. Blazer, Mr. Richard Cooper, Mr. Thomas Bell, Mr. George

Griffin and Mr. Eugene Goss. Absent: None.

           There being a quorum for the conduct of business, Chairman Clay

called the meeting to order, and declared that the meeting was officially open

for the conduct of business.

           The Chairman called upon Mr. Lawrence E. Forgy, Vice President

for Business Affairs and Treasurer of the University, to report further to the

Executive Committee regarding the Project of the University instituted pursuant

toa Resolution adopted by the Board of Trustees on February 20, 1973 for the

refunding at a lower interest cost of all outstanding and callable "University of

Kentucky Consolidate4 Educational Buildings Revenue Bonds, Series D", dated

May 1, 1971. Thereupon, Mr. Forgy took the floor and made a detailed report

to the Executive Committee regarding said transaction, and recommending that

certain action be taken by the University in connection with the adoption of a Bond


authorizing Resolution with respect to certain Refunding Bonds; approval of the


Official Statement, bidding materials, and actions taken by the Financial

Advisor and Bond Counsel in connection with the sale of such Refunding Bonds;

the consideration of purchase bids received for the purchasing of such Refunding

Bonds; and the adoption of further proceedings if the Executive Committee

deemed it desirable to accept any purchase bid received.

         Whereupon, Trustee Thomas Bell introduced, caused to be read, and

moved adoption of the following Resolution:

         A RESOLUTION AUTHORIZING THE REFUNDING AT
         A LOWER INTEREST COST TO THE UNIVERSITY OF
         KENTUCKY OF ALL REDEEMABLE OUTSTANDING
         UNIVERSITY OF KENTUCKY CONSOLIDATED EDUCA-
         TIONAL BUILDINGS REVENUE BONDS, SERIES D,
         HERETOFORE ISSUED UNDER DATE OF MAY 1, 1971,
         SUCH REFUNDING TO BE CARRIED OUT ON MAY 1,
         1981; AUTHORIZING THE ISSUANCE OF CONSOLI-
         DATED EDUCATIONAL BUILDINGS REFUNDING REVE-
         NUE BONDS, SERIES D, DATED MARCH 1, 1973,
         FOR THE PURPOSE OF PROVIDING FUNDS TO EF-
         FECTUATE SAID REFUNDING, INCLUDING PROVI-
         SION FOR THE PAYMENT OF PRINCIPAL OF AND
         THE PRESCRIBED REDEMPTION PREMIUM IN RESPECT
         OF ALL REDEEMABLE BONDS OF SAID ISSUE DATED
         MAY 1, 1971; PROVIDING FOR INVESTMENT OF
         THE PROCEEDS OF THE REFUNDING REVENUE BONDS
         HEREIN AUTHORIZED; PROVIDING FOR A PUBLIC
         SALE OF SAID REFUNDING REVENUE BONDS; AND
         TAKING ACTION TO PROVIDE FOR THE REDEMPTION
         AND PAYMENT OF THE PREVIOUSLY ISSUED BONDS
         DATED MAY 1, 1971, WHICH ARE TO BE REFUNDED.


-2 -


: NDEX


PRUMLE AND

ARTICLE I -


ARTICLE II -


GENERAL RECITALS

DEFINITIONS

Section 1.01
Subsections (a) to (v)

AUTHORIZATION OF UNIVERSITY OF
KENTUCKY CONSOLIDATED EDUCATIONAL
BUILDINGS REFUNDING REVENUE BONDS,
SERIES D


Section

Section


2.01

2.02


Section 2.03


Section

Saec tion

Sec tion

Section


2.04

2.05

2, .06

2.07


Section 2.08


Section 2.09


section 2.10


- Limitations

- Declaration of
Legislative Intent

- Authorization of
Refunding Bonds

- Place of Payment

- Redemption Provisions

- Execution of Bonds

- Execution of Bonds
by Trustee

- Title to any Refunding
Bond

- Substitution for Lost
and Mutilated Revenue
Bonds

- SiSnatures Valid Not-
,t-.hstanding Change in
Status


PAGES

1-4


5-10


  10


  10


11-12

  13

13-14

  14


14-16


16-19


  19


19-20


             Section 2.11 - ronfirmation of Basic
                            Reso. ut ion

             Section 2.12 - Form of Refunding Bonds

ARTICLE III   PROVISIONS RELATING TO SALE OF BONDS

             Section 3,01 - Pub lic Competitive Sale

             Section 3.02 - Approval of Notice and
                            Official Statement

             Section 3.03 - Award of Refunding Bonds

             Section 3.04 - Acceptance of Bid

ARTICLE IV   CUSTODY AND APPLICATION OF PROCEEDS OF
             REFUNDING BONDS


Section 4.01 -


Section 4.02 -


Section 4.03 -


Section 4.04 -


Section 4.05 -


Section 4.06 -

Section 4.07 -


Section 4.08 -


Delivery of Refunding Bonds
to Purchaser              37-38

Creation of Redemption
Fund                        38

Application of Bond
Proceeds                  38-40

Payment of Interest on
Refunding Bonds             40

Redemption ox- Bonds to be
Rerveunded                 &n-41


Unclaimed Moneys

Cancellation of Refunding
Bore S

Depository of Moneys


  41


41-42

42-43


PAGES


20-21

21-34


34


35

35

36


..I              


PAGES


ARTICLE V - PUBLICATION OF NOTICE OF REDEMPTION OF
            BONDS TO BE REFUNDED


Section 5.01


ARTICLE VI -


Section 5.02

Section 5.03

SECURITY

Section 6.01


Sec tion

Section


6.02

6.03


Section 6.04


ARTICLE VII


ARTICLE VIII


- Sale of Refunding Bonds
  Constitutes Automatic Call
  of Bonds to be Refunded

- Formal Notice

- Reminder Notice


- Security Until May 1, 1981


- Security after May 1, 1981

- Covenant Against Further
  Issues Payable from Re-
  demption Fund             4

- Computation of Parity
  to May 1, 1981


- REFUNDING BONDS TO BE SECURED BY PROJECT
REVENUES AFTER MAY 1, 1981

Section 7.01 - Recitation              4

Section 7.02 - Resolution Confirmed

- PARTICULAR COVENANTS

Section 8.01 - Prompt Payment          4

Section 8.02 - No Diversion

Section 8.03 - Arbitrage

Section 8.04 - Further Assurances


43

43-44

44-45


45-46

46


46-47


47


4-48

48


$8-49

49

50

50


- iii -


PAGES


ARTICLE IX - CONCERNING THE TRUSTEE


Section 9.01 - Trust Duties Vest Only
               During Period Prior to
               May 1, 1981

Section 9.02 - Acceptance of Trusts

Section 9.03 - Limitations

Section 9.04 - No Responsibility for
               Validity of Proceedings
               or Bonds

Section 9.05 - No Liability for Failure
               of Bond to Perform

Section 9.06 - Compensation

Section 9.07 - Duties

Section 9.08 - Investigations; Reliance
               on Board

Section 9.09 - Notification by
               Bondholders

Section 9.10 - Trustee May Own
               Refunding Bonds

Section 9.11 - No Warranty of Recitals

Section 9.12 - Trustee May Act in Good
               Faith

Section 9.13 - Resignation of Trustee

Section 9.14 - Removal of Trustee

Section 9.15 - Appointment of Successor
               Trustee


50-51

  51

51-52


  52


52-53

  53

53-54


54-55


  55


55-56

  56


56-57

  57

57-59


59-60


- iv -


Section 9.16 - Duties of Successor
              Trustee


ARTICLE X - REMEDIES

              Section 10.01

              Section 10.02

              Section 10.03


              Section 10.04


              Section 10.05


              Section 10.06


              Section 10.07


              Section 10.08


              Section 10.09

              Section 10.10

              Section 10.11


              Section 10.12

ARTICLE XI - DEFEASANCE


- Extended Coupons

- Events of Default

- Acceleration of
  Maturities

- Enforcement of
  Remedies

- Pro Rata Application
  of Funds

- Effect of Discontinuance
  of Proceedings

- Majority of Bondholders
May Control Proceedings

-Restrictions Upon Actions
By Individual Bondholders


- Actions by Trustee

- No Remedy Exclusive

- No Delay or Omission
Construed as a Waiver

- Notice of Default


Section 11.01 - Release of Trust Duties
               When Refunding Occurs


62

62-63


63-65


65-67


67-70


70


70-71


71-73

73

73


73-74

74-75


75-76


- v -


PAGES


60-61


ARTICLE XII - MISCELLANEOUS PROVISIONS

             Section 12.01 - Successors in Interest;
                            Board


Section 12.02


Section 12.03


Section 12.04


Section

Section


12.05

12.06


Section 12.07


- Successors in Interest;
  Paying Agents

- Parties and Bondholders
  Alone Have Rights

- Effect of Partial Invali-
  dity

- Effect of Covenants

- Headings Not Part of
  Series D Refunding
  Resolution

- When Effective


CERTIFICATION


PAGES


76


76-77


  77


77-78

78-79


79

79


80


- vi -


          WHEREAS, under date of September 20, 196Oi the

Board of Trustees of the University of Kentucky, acting as

the duly authorized and constituted governing body of said

University, adopted a Resolution creating and establishing a

Consolidated Educational Buildings Project of the University

of Kentucky, creating and establishing an issue of Consolidated

Educational BuLdings Revenue Bonds of the Board of Trustees of

said University, and providing for the issuance of s4id Bonds

in series from time to time upon showings of compliance with

certain terms, requirements and conditions in respect thereof,

which are enumerated with specificity in said Resolution; and

          WEREAS, pursuant to authorization of said Resolution

of September 20, 1960, the University of Kentucky has from time

to time issued, pursuant to certain Series Resolutions, its

Consolidated aducational Buildings Revenue Bonds, and pursuant

to Resolutions adopted under dote of November 27, 1967 and

June 8, 1971 (hereloafter collectively sometimes referred to

as the "Series D Resolution"), there were authorized, sold at

public competitive sale, and issued $34,700,000.00 principal

amount of "University of Kentucky Consolidated Educational

Buildings Revenue Bonds, Series D", dated May 1, 1971, of

which $34,500,000.00 principal amount thereof remain outstand-


. 1 -


ing and unpaid as of the instant date; and

    WHEREAS, the Series D Resolution provides by its

terms that all of said Consolidated Educational Buildings

Revenue Bonds, Series D, maturing on and after May 1, 1982,

are subject to redemption at the option of the Board of

Trustees of the University of Kentucky on May 1, 1981, at a

redemption premium of three percent (37.),and on May 1, 3981,

$32,145,000.00 principal amount of said identified Series D

Bonds will be outstanding and redeemable; and

    WHEREAC, all of said Consolidated Educational

Buildings Revenue Bonds, Series D, maturing on and after May

1, 1981, bear interest at rates which are considered by the

Board of Trustees of the University of Kentucky to be inordi-

nately high in the light of present market conditions, and

said Board of Trustees has determined that it would be in the

best interests of the University of Kentucky to refund at a

lower interest cost to the University all of said Consolidated

Educational Buildings Revenue Bonds, Series D, maturing on and

after May 1, 1981, in the principal amount of $32,145,000.00

(hereinafter sometimes referred to as the "Bonds to be Refunded");

and

   WHEREAS, it has been determined, in consultation


. R _


with Financial Advisors, Bond Counsel and other Counsel, and

other experts, that such refunding may best be effectuated by

the issuance of Refunding Revenue Bonds, the proceeds of which

will be invested in Eligible Obligations, as hereinafter defined,

which shall mature or which shall be subject to redemption by

the holder thereof at the option of said holder, not later

than the respective date or dates when said proceeds, together

with the interest accruing thereon, will be required for the

refunding purposes intended and authorized; and

          WHEREAS, the Refunding Revenue Bonds of the Univer-

sity herein authorized shall be secured until the date established

for the redemption of the Bonds to be Refunded, solely as to both

principal and interest, by a pledge of and lien upon the Eligible

Obligations acquired by the application of the proceeds of the

Refunding Revenue Bonds herein authorized, and shall not, until

the refunding of the Bonds to be Refunded has been effected on

May 1, 1981, be secured by the revenues of the Consolidated

Educational Buildings Project and any other contractual arrange-

ments securing the Bonds to be Refunded; but shall, as of May

1, 1981, be substituted for the Bonds to be Refunded, and be

ratably entitled to all of the benefits of the Resolution adopted

on September 20, 1960, in common with all other Consolidated


- 3 -


Educational Buildings Revenue Bonds of the University, here-

tofore or hereafter issued; and

          WHEREAS, for the purpose of providing funds for

refunding the Bonds to be Refunded as of May 1, 1981, includ-

ing the payment of the redemption premium thereon, thereby

taking advantage of the lower interest rates for public

securities now prevailing, and effecting substantial savings,

the Board of Trustees has determined that it is appropriate

at this time to authorize the issuance of its "University of

Kentucky Consolidated Educational Buildings Refunding Revenue

Bonds, Series D") dated as of the 1st day of March, 1973, to

be secured solely by a pledge of and lien upon Eligible Obli-

gations until May 1, 1981, and thereafter, following the re-

demption of the Bonds to be Refunded, to be secured by a pledge

of and lien upon the revenues of the Consolidated Educational

Buildings Project, and to rank on a pari passu basis with all

other Consolidated Educational Buildings Revenue Bonds of the

University of Kentucky, heretofore and hereafter issued;


         !WG. THEREFORE. THE BOARD OF TRUSTEES OF THE UNIVER-

im__ 2FE XZIWM[ HEREBY RESOLVE    AS FOLLOWS:


                         ARTICLE I

                         DEFINITIONS

          Section 1.01. In addition to words and terms else-

where defined in this Resolution, the following words and

terms as used in this Resolution shall have the following

meanings unless some other meaning is plainly intended:

    (a)  "Board" means the sord of Trustees of the Univer-

sity of Kentucky as created and existing under the provisions

of Section 164.130, et seq., of the Kentucky Revised Statutes,

or its Executive Committee created and elected pursuant to

Section 164.190 of the Kentucky Revised Statutes when exer-

cising the powers delegated to it by the Board.

    (b)   "Bond Fund" means the "Consolidated Educational

Buildings Project Bond and Interest Sinking Fund", created

and established by the Resolution, and pledged to the payment

of principal and interest on all Consolidated Educational

Buildings Revenue Bonds.

    (c)   "Bondholder of Record" means any bondholder who

shall have filed with the Trustee such showings as may be

required for registration a Refunding Bonds and whose Bonds

have been duly registered as )rovided by the Series D Refund-

ing Resolution.


     (d)  `Londs" means all series of Conso18.iciated Educational
Buildings Revenue Bonds of the 3oard of the issue established

and created bv the Resolution.

    (e)  ?Bonds to be Refunded" means all Bonds maturing on

and after May l l982, of that certain issue of Bonds identi-

fied as "University of Kentucky Consolidated Educational

Buildings Revenue Bonds, Series D", dated May 1, 1971, and

being Bonds numbered 448 to 6,940 of said issue, all in the

principal amount of $5,000.00.

    (f)  "Chairman" means the Chairman and each and every

Vice Chairman, and each and every officer of the Board autho-

rized to exercise the powers and authority reposed in the

Chairman of the Board.

    (g)   "Consolidated EducaCional Buildings Project" or

"Project" means all educational buildings and necessary appur-

tenances heretofore erected and located on the property of the

University in Fayette County, Kentucky, and all educational

buildinga and necessary appurtenances herafter erected upon

such property from available funds of the Board or from. the

proceeds of the sale of Bonds, and excluding all housing

buildings and facilities of tKla University and all buildings

and facilities exclusivel for athletics as distinguished from


those which are or may be wholly or principally for physical

education.


    (h)  "Eligible Obligations" means direct obligations of

or obligations the principal of and the interest on which

are unconditionally guaranteed by the United States of America

or United States Government Agency obligations; Certificates

of Time Deposit issued by banks or trust companies and fully

collateralized by Eligible Obligations as herein defined;

Bonds, Consolidated Bonds, Collateral Trust Debentures or

other obligations issued by Federal Land Banks or federal

intermediate credit banks established under the Federal Farm

Loan Act as amended; bonds, debentures and other obligations

of the Federal National Mortgage Association established under

the National Housing Act, as amended; and bonds of any Federal

Home Loan Bank established under said Act; and any securities

now or hereafter authorized,both the principal of and interest

on which are guaranteed directly or indirectly by the full faith


- 7 -


and credit of the United States of America.

    (i)  "Enabling Act" means section 162.340, et seq., of

the Kentucky Revised Statutes.

    (J)  "Paying Agents" means the Trustee or any successor

trustees, together with Chemical Bank, in the Borough of

Manhattan, City and State of New York, as designated in the

Series D Resolution and in the Series D Refunding Resolution

by action of the Board.

    (k)  "Redemption Fund" means the special fund created by

the Series D Refunding Resolution from which principal and in-

terest on the Refunding Bonds are to be paid until May 1, 19C1,

and which Fund is to be utilized on May 1, 1981, for the payment

of the Bonds to be Refunded.

    (1)   "Refunding Bonds" means the issue of "University of

Kentucky Consolidated Educational Buildings Refunding Revenue

Bonds, Series D", dated March 1, 1973, authorized by the

Series D Refunding Resolution.

    (m) "Resolution" means that certain Resolution adopted

by the Board of Trustees of the University of Kentucky on

September 20, 1960, creating a Consolidated Educational Build-

ings Project of the University of Kentucky.

    (n)  "Revenues"means all revenues derived from the Con-


- 8 -


solidated Educational Buildings Project, and which Revenues

are to be derived through the imposition and collection of a

student registration fee from all students attending the Uni-

versity of Kentucky and its Extension Program in Fayette County,

Kentucky, for the services furnished by the Consolidated Educa-

tional Buildings Project.

    (o)  "Secretary" means the Secretary and each and every

Assistant Secretary, and each and every other officer of the

Board authorized to exercise the powers and authority reposed

in the Secretary of the Board.

    (p)  "Series D Refunding Resolution" means this Resolu-

tion.

    (q)  "Series D Resolution" means collectively, those

certain Resolutions of the Board of Trustees of the University

of Kentucky adopted on November 27, 1967 and June 8, 1971, au-

thorizing the issuance and sale of University of Kentucky Con-

solidated Educational Buildings Revenue Bonds, Series D.

    (r)  "Series of Bonds" or "Bonds of a Series" means a

Series of Bonds issued by a Series Resolution.

    (s)   "Series Resolution" means a Resolution supplemental

to the Resolution authorizin- the issuance of a Series of

Bonds.


- 9 -


    (t)  "Treasurer" means the Treasurer, and each and every

Assistant Treasurer and each and every other officer of the

Board authorized to exercise the povers and authority reposed

in the Treasurer of the Board.

    (u)  "Trustee" means First Security National Bank and

Trust Company of Lexington, duly designated as Trustee for

said Consolidated Educational Buildings Revenue Bonds by

action of the Board.

    (v)  "University" means the University of Kentucky

situated in Lexington, Fayette County, Kentucky.


                        ARTICLE II

          AUTHORIZATION OF UNIVERSITY OF KENTUCKY
       CONSOLIDATED EDUCATIONAL BUILDINGS REFUNDING
                  REVENUEBONDS   SERIES D

    Section 2.01. Limitations. No Refunding Bonds may be

issued under the provisions of this Series D Refunding Resolu-

tion except in strict accordance with the provisions of this

Article.

    Section 2.02. Declaration of Legislative Intent. It is

hereby resolved, ordered and declared by the Board that the

refunding at a lower interest cost of the Bonds to be Refunded,

by the issuance of the Refunding Bonds herein authorized, is in


- 10 -


the best interests of the University, will result in a material

and substantial monetary saving to the University, and will con-

stitute the performance and carrying out of a proper public

purpose. The issuance of Refunding Bonds as particularly

described in this Article II is authorized and shall be carried

out forthwith, and it is ordered that the Bonds to be Refunded

shall be called and redeemed upon the terms and conditions sti-

pulated in the Series D Resolution on May 1, 1981.

    Section 2.03. Authorization of Refunding Bonds. For the

purpose of providing funds for the purpose of refunding on

May 1, 1981, all of the University's then outstanding Consoli-

dated Educational Buildings Revenue Bonds, Series D, dated

May 1, 1971 (the Bonds to be Refunded), including the payment

of the redemption premium thereon, there are hereby authorized

to be issued University of Kentucky Consolidated Educational

Buildings Refunding Revenue Bonds in the aggregate principal

amount of         Thirty-One Million

                    Dollars ($31,000,000.00 )   Said Bonds

shall be dated as of March 1, 1973, and shall consist of

                                    (      ) Bonds of the denom-

ination of Five Thousand Dollars ($5,000.00) each, numbered


- 11 -


consecutively from one (1) to Si:: thousand two hundred (

inclusive, bearing interest payable on November 1, 1973, and

thereafter semiannually on May 1 and November 1 of each year

to payment of principal, to be evidenced by coupons attached

to said Bonds. Said Refunding Bonds shall bear interest at

such coupon rate or rates as may be fixed by Resolution of

the Board, or its Executive Committee, as a result of an

advertised, public, competitive sale of said Refunding Bonds.

Said Refunding Bonds shall be numbered and scheduled to become

due and payable in numerical order on May 1 of the respective

years, as follows:

     BONDS MMEREDPRINCIPAL A1MOUNT        DATE OF MATURITY
 (Inclusive)

    1-117           $  5E}5,0o0J.C           May 1, 1932
      2:_1z.l          6-' Q-,OOC.'          May 1, 1983
  s&9_?-W             655.000.. O           May 1, 1984
  371--U_             695,Qa0.0U            May 1, 1985
  512-65C              735,000.0r           May 1, 1986
  --659&682          1,220, 000. U.O0       May 1, 1987
  - safe" 3 - 1 1 2  1,195,000.00           May 1, 193U
  llt_-1471_          1750,OOC.GC            May 1, 1989
  1472-1643           1 660 ,O he            May 1, 1990
  _44-__3_1                               May 1, 1991
  2237-.653                                  may 1, 1992
  265423094           T    nTl               May 1, 1993
  3095-3561           2M335,C.               May 1, 1994
  35527405r           2,476507.0C;           May 1s 1995
  4057-4579          -0                      May 1, 1996
  45LQO-51Sa          3,003O-,;              May 1, 1997
  5161-5cJ5    1      3,L75,0 U.U0           May 1, 1990
  -~5I~Vr            1A925, 0.OC             May 1, 1999


- 12 -


    Section 2.04. Place of Payment. The principal of and in-

terest on said Refunding Bonds shall be payable in any coin or

currency of the United States of America, which at the time of

payment thereof is legal tender for the payment of public and

private debts, at the principal office of First Security Na-

tional Bank & Trust Company of Lexington, in the City of

Lexington, Kentucky, Trustee, or at the option of the holders

of the respective Refunding Bonds and coupons, at the princi-

pal office of Chemical Bank, in the Borough of Manhattan, City

and State of New York, which financial institutions are hereby

appointed and designated as Paying Agents for the Refunding

Bonds.

    Section 2.05. Redemption Provisions. The Refunding Bonds

maturing on May 1, 1984 and thereafter (being the Bonds numbered

   D62   and upwards) shall be subject to redemption 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 or after

May 1, 1983, at the redemption prices expressed in percentages

of principal amount, with respect to each Bond, as set forth

below, plus in each case accrued interest to the date of redemp-

tion:


- 13 -


      IF REDEEMED                       REDEMPTION PRICE

  On or after May 1, 1983 and prior
  to May 1, 1987                               104%

  On or after May 1, 1987 and prior
  to May 1, 1992                                103%

  On or after May 1, 1992 and prior
  to May 1, 1997                                102%

  On and after May 1, 1997 and prior
  to final maturity                             101%

    Section 2.06. Execution of Bonds. Said Refunding Bonds

shall be executed on behalf of said Board with the reproduced

facsimile signature of the Chairman of the Board and attested

by the manual signature of the Secretary of the Board, and

the facsimile sf the corporate seal of said Board shall be

imprinted thereon. Interest on said Refunding Bonds falling

due on and prior to maturity shall be represented by appro-

priate interest coupons to be attached to each of said Re-

funding Bonds, which coupons shall be executed with the

facsimile of the official signatures of said Chairman and

said Secretary.

    Section 2.07. Execution of Bonds by Trustee. It is

acknowledged that First Security National Bank & Trust Company

of Lexington, Lexington, Kentucky, was designated by the Series

D Resolution as Trustee for the benefit of all of the holders


- 14 -


of said Bonds to be refunded; and as the Refunding Bonds
will, as of May 1, 1931, be substituted for the Bonds to be

Refunded and will, on and after Iafd date be entitled to all

of the rights and incidences appertaining thereto, First

Security National Bank & Trust Company of Lexington, Lexington,

Kentucky, is hereby reaffirmed as Trustee in connection with

the Refunding Bonds, to secure for the benefit of all of the

holders of said Refunding Bonds the faithful performance of

the covenants and provisionis contained in the Resolution,

the Serxies Resolution, and the Series D Refunding Resolu-

tion, in the manner and to the extent as permitted and pro-

vided in the Resolution, the Series D Resolution, and the

Series D Refunding Resolution, with all powers and duties as

set forth in said identified Resolutions. Execution of the

Certificate of Authentication of the Trustee on each of the

respective Refunding Bonds by the Trustee shall conclusively

establish the acceptance by the Trustee, as to such Refunding

Bonds, of the trusts and provisions with respect thereto, as

set forth in the Resolution, the Series D Resolution, and this

Series D Refunding Resolution.

          Only such of the Iefunding Bonds as shall have

endorsed thereon a Certificate of Authenticity substantially


* 15 -


in the form hereinafter set forth in Section 2.12 hereof,

duly executed by the Trustee, shall be entitled to any bene-

fits or security tunder this Series D Refunding Resolution.

No Refunding Bond and no coupon appertaining to any Refunding

Bond shall be valid or obligatory for any purpose unless and

until such Certificate of Authentication shall have been duly

executed by the Trustee, and such Certificate of the Trustee

upon any such Refunding Bond shall be conclusive evidence

that such Bond has been duly authenticated and delivered

under this Series D refunding Resolution. The Trustee's

Certificate of Authentication on any Bond shall be deemed

to have been duly executed if signed by an authorized officer

of the Trustee, but it shall not be necessary that the same

officer sign the Certificate of Authentication on all of the

Bonds that may be issued hereunder at any one time. Before

authenticating or delivering any coupon Bonds the Trustee

shall detach and cancel all matured coupons, if any, apper-

taining thereto except any coupons which represent unpaid

interest.

    Section 2.08. Ti.le to any RefundinR-Bond. Title to

any Refunding Bond, unless such Refunding Bond is registered

in the manner provided in the Resolution, and to any interest


- 16 -


coupon, shall pass by delivery in the same manner as a nego-

tiable instrument payable to bearer. The Trustee as bond

registrar, shall keep books for the registration and for the

transfer of Bonds. At the option of the bearer, any Refund-

ing Bond may be registered as to principal alone on such books

upon presentation thereof to the Trustee as bond registrar,

which shall make notation of such registration thereon. Any

such Refunding Bond registered as to principal alone may there-

after be transferred only upon an assignment duly executed by

tbe registered owner or his attorney or legal representative

in such form as shall be satisfactory to the Trustee as bond

registrar, such transfer to be made on such books and endorsed

on the Bond by the Trustee. Such transfer may be to bearer

and thereby transferability by delivery shall be restored,

subject, however, to successive registrations and transfers as

before. The principal of any Refunding Bond registered as to

principal alone shall be payable only to or upon the order of

the registered owner or his legal representative, but the coupons

appertaining to any Refunding Bond registered as to principal

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