to rank on a basis of parity and equality as to security and source of payment with the Board's
previously issued and outstanding "Housing and Dining System Revenue Bonds," Series C, D, E, F,
_ G, H, I, J, K, L and M (the Series A Bonds and Series B Bonds having matured on September 1,
1995 and September 1, 1997, respectively, prior to the issuance ofthe Series N Bonds).
Section 2. In order to assure the purchasers of the Series N Bonds that interest thereon
will be excludable from gross income for federal income tax purposes and exempt f`rom Kentucky
income taxation, the Board agrees that (1) the Board will take all actions necessary to comply with
the provisions of the Intemal Revenue Code of 1986 (the "Code"), (2) the Board will take no actions
which will violate any of the provisions of the Code, or that would cause the Series N Bonds to
become "private activity bonds" within the meaning of the code, (3) none of the proceeds of the
Series N Bonds will be used for any purpose which would cause the interest on the Series N Bonds to
become subject to federal income taxation, and that the Board will comply with any and all ,
requirements as to rebate (and reports with reference thereto) to the United States of America of
certain investment earnings on the proceeds ofthe Series N Bonds.
The Board has been advised by Bond Counsel, Peck, Shaffer & Williams LLP, Covington,
Kentucky, and therefore believes, that the Series N Bonds are not "private activity bonds" within the
meaning of the Code, and that interest on the Series N Bonds is not included as an item of tax .
preference in calculating the altemative minimum tax for individuals.
The Board, including all subordinate entities thereof does not reasonable anticipate issuing
tax-exempt obligations during calendar year 1999 in excess of $10,000,000, and, therefore the Board
designates the Series N Bonds as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of
- the Code.
Prior to or at the time of delivery of the Series N Bonds, the Chairman of the Board and/or
the chief fmancial officer of the University shall execute the appropriate certifications with reference
to the matters referred to above, setting out all known and contemplated facts concerning such
anticipated expenditures and investments, including the execution of necessary and/or desirable
certifications of the type contemplated by applicable Treasury Regulations in order to assure that
interest on the Series N Bonds will be exempt from all federal income taxes and that the Series N
Bonds will not be treated as arbitrage bonds.
Section 3. In order to implement the issuance of said Series N Bonds, and to make
provision for all details relating to said Series N Bonds, including the date thereof the disposition
thereof respective conditions and limitations applicable to the public offering thereof maturities,
redemption provisions and security and source of payment thereof and in order to comply with the
requirements of the aforementioned Trust Indenture dated September 1, 1965, in connection
therewith, this Board shall execute the Fourth Supplemental Trust Indenture with Chase Manhattan
Trust Company, National Association, Louisville, Kentucky, as Trustee. A proposed form of such
Fourth Supplemental Trust Indenture having been prepared in advance by Bond Counsel, Peck,
Shaffer & Williams LLP, Covington, Kentucky, with the approval of the President of the University,
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