<pre style="white-space: pre-wrap">xt77sq8qcb56 https://exploreuk.uky.edu/dips/xt77sq8qcb56/data/mets.xml Lexington, Kentucky University of Kentucky 19730220 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, 1973-02-feb20. text Minutes of the University of Kentucky Board of Trustees, 1973-02-feb20. 1973 2011 true xt77sq8qcb56 section xt77sq8qcb56 


      Minutes of the Meeting of the Board of Trustees of the University of
Kentucky, Tuesday, February 20, 1973


      The Board of Trustees of the University of Kentucky met in regular
session at 2:00 p. m. on Tuesday, February 20, 1973, in the Board Room on
the 18th floor of the Patterson Office Tower on the University campus with
the following members present: Mr. Thomas P. Bell, Mr. William R. Black,
Mr. Stanley Burlew, Mrs. Robert 0. Clark, Mr. Albert G. Clay, Mr. Richard
E. Cooper, Mr. Eugene Goss, Mr. George W. Griffin, Mr. Garvice D. Kincaid,
Professor Paul Oberst, Mr. Zirl A. Palmer, Professor Paul G. Sears, Mr.
William B. Sturgill, Judge James A, Sutherland, and Mr. Scott Wendelsdorf,
Absent from the meeting were Mr. Jesse M. Alverson, Jr., Mrs. Rexford S.
Blazer, Mr. Jacob H. Graves, and Dr. John R. Woodyard. The University
administration was represented by President Otis A. Singletary; Vice Presidents
Alvin L. Morris, Lewis W. Cochran, A. D. Albright, Glenwood L. Creech,
Robert G. Zurnwinkle, Stanley Wall, Peter P. Bosomworth, and Lawrence E.
Forgy; and Dr. Donald B. Clapp, Budget Director. The various news media
also had representatives present.


      A. Meeting Opened

      Mr. Clay, Chairman of the Board, called the meeting to order at
2:06 p. m. The invocation was pronounced by Mr. Black and, following the
report of the Assistant Secretary, Professor Paul Sears, acting in the absence
of the Secretary, that a quorum was present, Mr. Clay declared the meeting
officially open for the conduct of business at 2:08 p. m.


      B. Minutes Approved

      On motion, seconded and passed the reading of the Minutes of the
January 16, 1973 meeting of the Board of Trustees was dispensed with and the
Minutes were approved as published.


      C. Resolution on Mr. Pence and Mr. Wright Adopted

      Mrs. Clark read a resolution, a copy of which is included at the end of
the Minutes, expressing appreciation for the services rendered by Mr. Pence
and Mr. Wright during their terms as members of the Board of Trustees.

      Mr. Sturgill moved thatthe resolution be adopted, spread upon the Minutes
of the meeting, and copies sent to Mr. Wright and Mr. Pence. His motion was
seconded by Mrs. Clark and passed unanimously.


-2-


       D. President's Report to the Trustees

       President Singletary pointed out items of special interest which appeared
as part of his monthly report to the Trustees on University activities and recom-
mended acceptance of the report.

       Mr. Clay thanked the President and his report was ordered received and
filed.


       E. Recommendations of the President (PR 2)

       The matters recommended in PR 2 being routine in nature and there
being no questions, on motion by Mr. Palmer, seconded by Mr. Griffin and
passed, PR 2, Recommendations of the President, was approved as a whole
and ordered made an official part of the Minutes of the meeting. (See PR 2 at
the end of the Minutes. )


       F. Supplemental Recommendations of the President (PR 3)

       President Singletary suggested that, since the two items in PR 3 were
being presented to the Board without prior distribution, it might be advisable
to act on each one separately.

       Explaining that the resolution relative to the sale of 345 shares of
American Telephone and Telegraph stock was required by the transfer agent,
Mr. Forgy recommended its adoption. On motion by Mr. Burlew, seconded
by Judge Sutherland, and passed the resolution in Part I of PR 3 was adopted.
(See PR 3 at the end of the Minutes. )

       President Singletary called attention to Part II of PR 3 which recom-
mended that Mr. Frank Harris be named Associate Dean of Students under the
Dean of Students Office. President Singletary mentioned the excellent job which
he has done as Manager of the Student Center and expressed confidence in his
ability to fill the position recently vacated by Mr. Kenneth Brandenburgh. On
motion by Mr. Black, seconded by Mrs. Clark and passed without dissent, Mr.
Harris was named Associate Dean of Students, retroactive to February 1.
(See PR 3 at the end of the Minutes.


      G. Appointment of Dean of the College of Law (PR 4)

      President Singletary recommending, on motion by Mr. Burlew, seconded
by Mr. Wendelsdorf, and passed unanimously, Professor George W. Hardy III
was appointed Dean of the College of Law and Professor of Law (with tenure)
effective June 1, 1973.


-3-


       Professor Hardy was present at the meeting and was introduced by
President Singletary. After expressing gratification that this position had been
filled so satisfactorily, Mr. Clay called on Professor Hardy for a few words.
Professor Hardy thanked the Board members for the honor which they had done
him in naming him as Dean of the College of Law at the University of Kentucky
and pledged his best efforts to continue the present eminence of the College of
Law and to make it even greater.

       Before taking up the next item on the agenda, President Singletary intro-
duced Professor Robert Lawson who has served as Acting Dean of the College of
Law for the past two years and took cognizance of the sacrifices made by
Professor Lawson in accepting the assignment. Mr. Clay expressed the ap-
preciation of the Board, not only for his willingness to serve as Acting Dean but
also for the commendable manner in which he had carried out the responsibilities
of the office. It was suggested that the Board of Trustees adopt a resolution
expressing its appreciation. Mr. Clay appointed Mr. Bell and Mr. Wendelsdorf
to draft such a resolution for presentation at the next meeting of the Board. (See
PR 4 at the end of the Minutes. )


       H. Budget Revisions for 1972-73 (PR 5)

       Without discussion, on motion by Mr. Palmer, seconded by Mr. Cooper,
and passed without dissent, the budget revisions for 1972-73 as recommended in
PR 5 were authorized and approved. (See PR 5 at the end of the Minutes.)


      I. Amendment to Governing Regulations (PR 6)

      Mr. Clay reminded the members that an amendment to Part X, A of the
Governing Regulations had been received at the January 16 meeting and tabled
for action in February. The Board being familiar with the provisions of the
amendment, the question was called for. Mr. Sturgill moved that the amendment
be removed from the table and adopted. His motion was seconded by Professor
Sears.

      Mr. Wendelsdorf moved to strike the next to last sentence in the pro-
posed amendment, stating the reasons for his motion in some detail. His motion
was seconded by Mr. Goss. After some discussion of the advantages and
disadvantages of removing the sentence, a roll call vote was taken on Mr.
Wendelsdorf's motion with the following results:

      Voting Aye:    Mr. Goss, Mr. Wendelsdorf

      Voting Nay:    Mr. Bell, Mr. Black, Mr. Burlew, Mrs. Clark, Mr.
                      Clay, Mr. Cooper, Mr. Griffin, Mr. Kincaid, Professor
                      Oberst, Mr. Palmer, Professor Sears, Mr. Sturgill,
                      Judge Sutherland


-4-


      Mr. Wendelsdorf's motion having been defeated by a 13 to 2 vote, the
Chairman called for a roll call vote on the original motion to adopt the proposed
amendment to Part X, A of the Governing Regulations as presented in PR 6.
The results of the voting were:


Voting Aye:


Voting Nay:


Mr. Bell, Mr. Black, Mr. Burlew, Mrs. Clark,
Mr. Clay, Mr. Cooper, Mr. Goss, Mr. Griffin,
Mr. Kincaid, Professor Oberst, Mr. Palmer,
Professor Sears, Mr. Sturgill, Judge Sutherland

Mr. Wendelsdorf


      The vote being 14 to 1 in favor, the Chairman declared the proposed
amendment adopted as presented. (See PR 6 at the end of the Minutes. )


     J. Refinancing of Consolidated Educational Buildings Revenue Bonds,
Series D


      Trustee Griffin introduced, caused to be read, and moved adoption of the
following Resolution:


   A RESOLUTION OF THE BOARD OF TRUSTEES OF THE UNIVER-
   SITY OF KENTUCKY AUTHORIZING THE REFINANCING AT A
   LOWER INTEREST COST TO THE UNIVERSITY OF ALL OUT-
   STANDING AND CALLABLE "UNIVERSITY OF KENTUCKY CON-
   SOLIDATED EDUCATIONAL BUILDINGS REVENUE BONDS, SERIES
   Dv, DATED MAY 1, 1971; APPROVING, SUBJECT TO FINAL
   REFINEMENT AND COMPLETION, A RESOLUTION AUTHORIZING
   "UNIVERSITY OF KENTUCKY CONSOLIDATED EDUCATIONAL
   BUILDINGS REFUNDING REVENUE BONDS, SERIES D", DATED
   MARCH 1, 1973, AND AN OFFICIAL STATEMENT IN RESPECT
   OF SUCH REFUNDING ISSUE; AUTHORIZING THE FINANCIAL
   ADVISOR TO THE UNIVERSITY TO PROCEED WITH THE IMPLE-
   MENTATION OF THE PROJECT; AND AUTHORIZING AND
   DIRECTING THE EXECUTIVE COMMITTEE OF THE BOARD OF
   TRUSTEES TO RECEIVE, CONSIDER AND ACCEPT, IN THE
   SOUND DISCRETION OF SAID EXECUTIVE COMMITTEE, PRO-
   POSALS FOR THE PURCHASE OF SUCH REFUNDING BONDS.


   WHEREAS, under date of May 1, 1971, pursuant to authoriza-

tion by this Board of Trustees, there were issued $34,700,000.00

principal amount of "University of Kentucky Consolidated Educa-

tional Buildings Revenue Bonds, Series D" (the "Series D Bonds");

and

   WHEREAS,  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

on May 1, 1981, at a redemption premium of three percent (3%),

and on May 1, 1981, $32,145,000.00 principal amount of said

Series D Bonds will be outstanding and redeemable; and


- 1 -


   WHEREAS, all of said Series D Bonds maturing on and after

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

Board of Trustees to be inordinately high in the light of pre-

sent market conditions in respect of public securities, and

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

best interests of the University of Kentucky to refund said

identified Series D Bonds at a lower interest cost, thereby

effecting substantial monetary savings to the University of

Kentucky; and

   WHEREAS, the University has retained Dupree & Company,

Inc., Lexington, Kentucky, as Financial Advisor to the Univer-

sity in connection with said proposed refunding transaction,

and said Financial Advisor has prepared, and has caused Bond

Counsel to prepare, certain authorizing and offering documents

in substantially complete form, which are, however, subject to

refinement and completion when final financial data is assembled,

and said parties have further recommended a schedule of acti-

vities with respect to said refinancing transaction to the

Board of Trustees, and it is appropriate at this time that the

Board of Trustees take certain actions.


    NOW THEREFORE. THE BOARD OF TRUSTEES OF THE UNIVERSITY


- 2


OF KENTUCKY HEREBY RESOLVES. AS FOLLMIS:
    Section 1. For the purpose of refinancing $32,145,000.00

principal amount of "University of Kentucky Consolidated Educa-

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

at a lower interest cost to the University (being the callable

Bonds of said issue maturing on and after May 1, 1982), there

are hereby authorized to be issued and sold at competitive

public sale a series of "University of Kentucky Consolidated

Educational Buildings Refunding Revenue Bonds, Series D",

(the "Refunding Bonds"), which Refunding Bonds shall be dated

as of March 1, 1973, and shall be issued pursuant to authoriz-

ing Resolution substantially in the form of Exhibit A herein-

after mentioned.

    Section 2. The Board of Trustees recognizes and acknowl-

edges that because of the technical nature of Bond refunding

transactions, coupled with the highly restrictive proposed

Federal income tax regulations regarding "arbitrage" Bonds,

promulgated by the United States Internal Revenue Service

pursuant to Section 103(d) of the Internal Revenue Code of

1954, as amended, it is not possible as of the date of the

adoption of this Resolution for the Financial Advisor to deter'mlv,;

with specificity the exact principal amount of Refunding Bonds


- 3 -


which should be issued by the Board of Trustees, in order to

afford maximum savings to the University, nor the maturity

dates in respect thereof, as such calculations will necessarily

be dependent to some extent upon government securities markets.

Accordingly, in the interests of securing the greatest monetary

savings to the University, it is necessary that the Financial

Advisor and Bond Counsel be authorized to take certain steps

in connection with the Refunding Bonds, subject to subsequent

approval of this Board or its Executive Committee.

    Section 3. A certain Resolution authorizing the issuance

of Refunding Bonds having been prepared by Bond Counsel, but

not containing final financial data, such as maturity schedules

and like matters, a copy of which Resolution is appended hereto

as Exhibit A, the same is hereby approved as to form and con-

tent, and, subject to refinement and completion by the addi-

tion of financial data and such modifications as shall, in

Bond Counsel's judgment, be required in order to secure to

the University the benefits of the best obtainable Bond ratings,

and consequently the best obtainable Bond bid, said Resolution

in final form shall be adopted by this Board of Trustees or by

the Executive Committee of this Board of Trustees prior to the

actual sale of the Refunding Bonds,


-4 -


    Section 4. A certain Official Statement, likewise not

containing final financial data, having been prepared by the

Financial Advisor regarding the proposed Refunding Bonds, a

copy of which Official Statement is appended hereto as Exhi-

bit B, the same is hereby approved as to form and content, and

subject to refinement and completion by the insertion of finan-

cial data and such other information as shall, in the judgment

of the Financial Advisor be required in order to secure to the

University the benefits of the best obtainable Bond ratings,

and consequently the best obtainable Bond bid, said Official

Statement in final form shall be utilized by the Financial

Advisor in connection with the public competitive sale of the

Refunding Bonds.

    Section 5. A form of "Notice of Sale of Refunding Bonds"

having been prepared and submitted to the Board of Trustees,

and being appended hereto as Exhibit C, such Notice, however,

containing no final financial data, the same is hereby approved

as to form and content, shall be completed by the Financial

Advisor and Bond Counsel, and'shall be ucilized in connection

with the sale of the Refunding Bonds.

    Section 6. At such time as the Financial Advisor shall

have finally determined the principal amount of the Refunding


- 5 -


Bonds to be authorized and offered for the purposes herein

stated, said Financial Advisor and Bond Counsel are hereby

authorized and directed to prepare final versions of Exhibit A,

Exhibit B, and Exhibit C, and the Financial Advisor is hereby

authorized and empowered to utilize said documents in connec-

tion with said Financial Advisor's efforts to secure public

competitive bids for the Refunding Bonds.  The Financial Advisor

and Bond Counsel are expressly authorized to cause to be

published the Notice in form as shown in Exhibit C, as may be

required under Kentucky law in respect of the sale of such Re-

funding Bonds, which sale transaction is ordered to occur on

March 6, 1973, at the hour of 10:00 A N. , EST., or such other date
prior to April 1, 1973, as the Chairman shall designate.
    Section 7. Upon the date and at the time established for

the sale of said issue of Refunding Bonds, the statutory Execu-

tive Committee of this Board of Trustees shall convene and shall

thereupon consider and take formal action upon the following

matters:

          (a) Formal adoption of the Resolution authoriz-

    ing issuance of the Refunding Bonds, which Resolution

    shall be substantially in the form appended hereto as

    Exhibit A;

          (b) Formal approval of the Official Statement in


-6 -


    connection with the public competitive sale of the

    Refunding Bonds, which Official Statement shall be

    in substantially the form appended hereto as Exhibit B;

          (c) Formal approval of the "Notice of Sale of

    Refunding Bonds", which Notice shall be in substantially

    the form appended hereto as Exhibit C;

          (d) Approval of all actions taken by the Financial

   Advisor and Bond Counsel in connection with the public

   competitive sale of the Refunding Bonds;

          (e) Receipt and consideration of all purchase bids

   which may be received for the purchasing of the Refunding

   Bonds; and

          (f) Award of the Refunding Bonds to the lowest and

   best bidder, in the sound discretion of the Executive

   Committee.

   The statutory Executive Committee of this Board of Trustees

is hereby expressly authorized and empowered to adopt, approve

and carry out all matters specified in subparagraphs (a) through

(f), above, and in respect of the award of the Refunding Bonds

to the lowest and best bidder, said Executive Conunittee shall,

in its sound and proper discretion, determine upon the date of

sale whether or not the lowest and best bid for such Refunding


Bonds affords to the University of Kentucky such quantum of

monetary savings as shall be deemed proper and desirable in

the circumstances.

    Section 8. This Resolution shall be in full force and

effect immediately upon its adoption.

    ADOPTED  February 20, 1973.


                                          Chairman
                                        Board of Trustees
                                     University of Kentucky

(SEAL)


     Secretary


                        CERTIFICATION


    The undersigned, Secretary of the Board of Trustees of

the University of Kentucky, hereby certifies that the foregoing

is a true copy of a Resolution duly adopted by said Board of

Trustees at a duly convened meeting of said Board, held on

February 20, 1973, a quorum being present for the transaction

of business; that the same has been duly recorded in the

official Minute Book of said Board; and that the same is in


-86-


full force and effect as of this date.

   WITNESS my hand and the Seal. of said Board, this

day of February, 1973.


                                         Secretary
                                       Board of Trustees
                                    University of Kentucky

(SEAL)


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 n,
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 REE-
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 PRMIUM 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,


                                _/.    I.' /;_t'{/


INDEX


PREAMBLE AND GENERAL RECITALS

ARTICLE I - DEFINITIONS

             Section 1.01
             Subsections (a) to (v)

ARTICLE II - AUTHORIZATION OF UNIVERSITY OF
             KENTUCKY CONSOLIDATED EDUCATIONAL
             BUILDINGS REFUNDINO REVENUE BONDS,
             SERIES D


Section

Section


2.01

2.02


Section 2.03


Section

Sec tion

Section

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

- Ececution of Bonds
  by Trustee

- Title to any Refunding
  Bond

- Substitution for Lost
  and Mutilated Revenue
  Bonds

- Signatures Valid Not-
withstanding Change in
  Status


PAGE,

1-4


5-10


10


10


11-12

  13

13-14

  14


14-16


16419


  19


19-20


                                                      PACES

             Section 2.11 - Confirmation of Basic
                            Resolution                20-21

             Section 2.12 - Form of Refunding Bonds  21-34

ARTICLE III - PROVISIONS RELATING TO SALE OF BONDS

             Section 3.01 - Public Competitive Sale    34

             Section 3.02 - Approval of Notice and
                            Official Statement          35

             Section 3.03 - Award of Refunding Bonds   35

             Section 3.04 - Acceptance of Bid           36

ARTICLE IV - CUSTODY AND APPLICATION OF PROCEEDS OF
             REFUNDING BONDS

             Section 4.01 - Delivery of Refunding Bonds
                            to Purchaser              37-38

             Section 4.02 - Creation of Redemption
                            Fund                        38

             Section 4.03 - Application of Bond
                            Proceeds                  38-40

             Section 4.04 - Payment of Interest on
                            Refunding Bonds             40

             Section 4.05 - Redemption of Bonds to be
                            Refunded                  40-41

             Section 4.06 - Unclaimed Moneys            41

             Section 4.07 - Cancellation of Refunding
                            Bonds                     41-42

             Section 4.08 - Depository of Moneys      42-43


- ii -


PAGES


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


Section 5.


ARTICLE VI -


Section 5.

Section 5.

SECURITY

Section 6.


sec tion

Sec tion


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

02 - Formal Notice              j

03 - Reminder Notice


01 - Security Until May 1, 1981


6.02

6.03


Section 6,04


ARTICLE VII -


ARTICLE VIII


43

43-44

44-45


                            45-46

- Security after May 1, 1981 46

- Covenant Against Further
  Issues Payable from Re-
  demption Fund             46-47

- Computation of Parity


to May 1, 1981


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

Section 7.01 - Recitation

Section 7.02 - Resolution Confirmed

- PARTICULAR COVENANTS

Section 8.01 - Prompt Payment

Section 8.02 - No Diversion

Section 8.03 - Arbitrage

Section 8.04 - Further Assurances


47


4-48

48


48-49

49

50

  50


- iii v


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 911 - 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
               Trus tee


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 -


                                                      PAGES

             Section 9.16 - Duties of Successor
                            Trustee                   60-61

ARTICLE X - REMEDIES

             Section 10.01 - Extended Coupons           62

             Section 10.02 - Events of Default        62-63

             Section 10.03 - Acceleration of
                             Maturities               63-65

             Section 10.04 - Enforcement of
                             Remedies                 65-67

             Section 10.05 - Pro Rata Application
                             of Funds                 67-70

             Section 10.06 - Effect of Discontinuance
                             of Proceedings             70

             Section 10.07 - Majority of Bondholders
                             May Control Proceedings 70-71

             Section 10.08 - Restrictions Upon Actions
                             By Individual Bondholders
                                                      71-73

             Section 10.09 - Actions by Trustee         73

             Section 10.10 - No Remedy Exclusive        73

             Section 10.11 - No Delay or omission
                             Construed as a Waiver    73-74

             Section 10.12 - Notice of Default        74-75

ARTICLE XI - DEFEASANCE

             Section 11.01 - Release of Trust Duties
                             When Refunding occurs    75-76


- V ^


ARTICLE XXI


MISCELLANEOUS PROVISIONS

Section 12.01 - Successors in Interest;
                Board

Section 12.02 - Successors in Interest;
                Paying Agents

Section 12.03 - Parties and Bondholders
                Alone Have Rights

Section 12.04 - Effect of Partial Invali-
                di ty

Section 12.05 - Effect of Covenants

Section 12.06 - Headings Not Part of
                Series D Refunding
                Resolution

Section 12.07 - When Effective


CERTIFICATION


- vi -


PAGES


  76


76- 77


  77


77-78

78-79


  79

  79

  80


          WHEg W , under date of September 20, 1960, the

Board of Trustees of the University of Kentucky, actiag 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 Buildings Revenue Bonds of the Board of Trustees of

said University, and providing for the issuance of said 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

          WHEREAS, 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 Educational Buildings Revenue Bonds, and pursuant

to Resolutiort adopted under date of November 27, 1967 and

June 8, 1971 (hereinafter collectively sometimes referred to

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

public competitive sale, and issued $34,700,O0O,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-


ing and unpaid as of the instant date; and

    WHEREAS, the Series f 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 Univereity of Kentucky on May 1, 1981, at a

redemption premium of three percent (3%), and on May 1, 1981,

$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


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


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 and interest

thereon to accrue to May 1, 1981, 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"t,

dated as of the Ist day of march, 1973, to be secured solely

by a pledge of and lien upon Eligible Obligations until May

1, 1981, and thereafter, following the redemption 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;


          NWI_,. THZREF.FRE_. THE__BOARD OF TRUSTEES- OF THE- UNIVER-

  ZIYOF   IVWICKY _REREBY~ PSOLVES. AS FOLL~jS:
  S-T  -__S.


. 4-


                         ARTICLE I

                         DEFINITIONS

          sectio*n1.01. 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 Board 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

Bu</pre>