monday, may 18, 2020 2:30 pm ......underwriter is morgan stanley, the underwriter ’s counsel is...

Monday,

May 18, 2020

2:30 PM

https://zoom.us/j/97613176671

Meeting ID 97613176671

Password: 029472

STATE PROPERTY AND BUILDINGS COMMISSION Monday, May 18, 2020 2:30 PM https://zoom.us/j/97613176671

Meeting ID 97613176671 Password: 029472 AGENDA

1. Call to Order a. Roll Call b. Notification of Press

2. Approval Minutes – April 13, 2020 Attachment A (Minutes)

3. A Resolution of the State Property and Buildings Commission approving capital construction projects authorized by the 2020 regular session of the General Assembly where such projects will be financed by the issuance of State Property and Buildings Commission Revenue Bonds or Bonds issued by other authorized State debt – issuing authorities. Attachment B (Resolution 2020-08)

4. A Resolution of the State Property and Buildings Commission of the Commonwealth of Kentucky authorizing the issuance of Revenue Bonds for the purpose of financing certain projects; setting forth the terms and conditions upon which said Revenue Bonds are to be issued and providing for a negotiated sale thereof; authorizing and ratifying actions of the Commission staff in the structuring, planning and preparation of all documentation for the issuance of said bonds and in preparing and publishing a preliminary official statement and an official statement for the bonds; reciting,

J. Michael Brown, Secretary of the Governor's Executive Cabinet J. Michael Brown Bethany Couch, Analyst Office of Financial Management

Bethany Couch

https://zoom.us/j/97613176671

acknowledging and approving the filing of an application by the Finance and Administration Cabinet of the Commonwealth of Kentucky for Revenue Bonds to finance certain projects pursuant to section 56.450 of the Kentucky Revised Statutes; approving a lease of the project to the Cabinet to provide revenues for the amortization of the bonds; defining and providing for the rights of the owners of the bonds and providing for the application of the proceeds thereof. Attachment C (Resolution 2020-09)

5. Resolution of the State Property and Buildings Commission of the Commonwealth of Kentucky approving the issuance of University of Louisville General Receipts Bonds, in one or more series or subseries, in an approximate amount of $87,000,000 (subject to a permitted adjustment decreasing the principal amount of bonds by any amount). Attachment D (Resolution 2020-10)

6. A Resolution of the State Property and Buildings Commission of the Commonwealth of Kentucky approving the application of the Secretary of the Cabinet for Economic Development to identify and specify certain Economic Development projects to be financed from the proceeds of Economic Development Revenue Bonds to be issued by the Commission to make a grant to the Ballard County Fiscal Court for the Benefit of Phoenix Paper Wickliffe LLC for $1,500,000. Attachment E (Resolution 2020-11)

Billy Aldridge, Analyst Office of Financial Management Katie Smith, Commissioner Department of Financial Services Economic Development Cabinet

7. A Resolution of the State Property and Buildings Commission of the Commonwealth of Kentucky approving the application of the Secretary of the Cabinet for Economic Development to identify and specify Economic Development projects to be financed from the proceeds of Economic Development Revenue Bonds to be issued by the Commission to make a grant to the city of Elizabethtown for the benefit of the Elizabethtown-Hardin County Industrial Foundation, Inc. for $500,000. Attachment F (Resolution 2020-12)

8. Adjournment

Katie Smith J. Michael Brown

Attachment A

KENTUCKY STATE PROPERTY AND BUILDINGS COMMISSION MINUTES

APRIL 13, 2020 2:00 PM

The Kentucky State Property and Buildings Commission (“SPBC” or the “Commission”) meeting was called to order on Monday, April 13, 2020, at 2:02 PM ET via ZOOM video teleconference by J. Michael Brown, Secretary of the Governor’s Executive Cabinet permanent proxy for Governor Andy Beshear, Chair of the Commission. Other members present were Robin Morley, permanent proxy, for Holly M. Johnson, Secretary of the Finance and Administration Cabinet (“FAC”) and Executive Director to the Commission; Beth Roark, permanent proxy for Lieutenant Governor and Vice-Chair to the Commission Jacqueline Coleman; Chris Lewis, permanent proxy for Attorney General Daniel Cameron; Edgar C. Ross, State Controller and Executive Director, Office of the Controller; John T. Hicks, State Budget Director, Office of the State Budget Director (“OSBD”); and Katie Smith, proxy for Larry Hayes, Interim Secretary for the Cabinet for Economic Development (“CED”). The Office of Financial Management (“OFM”) Staff Members Present: Ryan Barrow, Executive Director of OFM and Secretary to the Commission; Sandy Williams, Deputy Executive Director; Billy Aldridge, John Brady, Bethany Couch, Steve Starkweather and Jennifer Yount. Other Guests Present: Katherine Halloran, Legislative Research Commission (“LRC”); Geri Grigsby, FAC; and Carla Wright, OSBD. Secretary Brown verified with staff a quorum was present, and the press had been notified of the meeting. Secretary Brown introduced the first item for business, which was the approval of the minutes from the March 12, 2020, meeting. A motion to accept the minutes of the March 12, 2020, meeting was made by Mr. Lewis and seconded by Ms. Morley. There being no further discussion, the motion CARRIED. Secretary Brown recognized Billy Aldridge to present Resolution 2020-04:

RESOLUTION OF THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY APPROVING THE ISSUANCE OF HEALTHCARE FACILITIES REVENUE BONDS, SERIES 2020 (CHRISTIAN CARE COMMUNITIES, INC. OBLIGATED GROUP) IN ONE OR MORE SERIES AND IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $62,000,000 BY THE KENTUCKY ECONOMIC DEVELOPMENT FINANCE AUTHORITY.

Mr. Aldridge presented Resolution 2020-04 for the approval of the Kentucky Economic Development Finance Authority Healthcare Facilities Revenue Bonds, Series 2020A, and Taxable

Minutes - State Property and Buildings Commission Page 2 April 13, 2020

Series 2020B (Christian Care Communities, Inc. Obligated Group), in an amount not expected to exceed $62 million. Proceeds of the Bonds will be used to finance and refinance the costs of acquisition, construction, and equipping of health care and health-related facilities, funding capitalized interest on all or a portion of the bonds, funding a debt service reserve for the bonds, and paying associated costs of issuance. The proposed date of sale is May 2020. The anticipated net interest rate is 4.70%. This will be a 35-year financing with a final maturity date of January 2055. This will be a negotiated sale. Bond counsel is Ice Miller LLP, and the Underwriter is Cain Brothers. This was included in the OFM submittal to Capital Projects and Oversight Committee on April 14, 2020. Staff recommended approval. Secretary Brown called for a motion to approve Resolution 2020-04. Mr. Lewis made a motion and was seconded by Mr. Hicks. The motion CARRIED and Resolution 2020-04 was ADOPTED. Secretary Brown recognized Billy Aldridge to present Resolution 2020-05:

RESOLUTION OF THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY APPROVING THE ISSUANCE OF MURRAY STATE UNIVERSITY GENERAL RECEIPTS REFUNDING BONDS, IN ONE OR MORE SERIES OR SUBSERIES, IN AN AGGREGATE PRINCIPAL AMOUNT OF APPROXIMATELY $10,749,000.

Mr. Aldridge presented Resolution 2020-05 for the approval to issue Murray State University General Obligation Bonds, Series 2021 A and C. The approximate principal amount is $10.77 million. Bond proceeds will be used to refund the 2011 Series A and C bonds and pay associated costs of issuance. The proposed date of sale for the General Obligation Bonds is April 27, 2020, and the proposed closing date is June 8, 2021. This will be a 10-year financing with a final maturity date of September 2031. For Series A, the anticipated all in true interest cost is 2.1868%. For Series C, the anticipated all in true interest cost is 2.2642%. The method of sale is a competitive sale. Bond counsel is Dinsmore & Shohl, LLP, and the financial advisor is Baird. This was included in the OFM submittal to Capital Projects and Oversight Committee on April 14, 2020. Staff recommends approval. Secretary Brown called for a motion to approve Resolution 2020-05. Ms. Morley made a motion and was seconded by Mr. Ross. The motion CARRIED and Resolution 2020-05 was ADOPTED. Secretary Brown recognized Bethany Couch to present Resolution 2020-06:

A RESOLUTION OF THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY AUTHORIZING THE ISSUANCE OF REVENUE BONDS FOR THE PURPOSE OF FINANCING CERTAIN PROJECTS; SETTING FORTH


THE TERMS AND CONDITIONS UPON WHICH SAID REVENUE BONDS ARE TO BE ISSUED AND PROVIDING FOR A NEGOTIATED SALE THEREOF; AUTHORIZING AND RATIFYING ACTIONS OF THE COMMISSION STAFF IN THE STRUCTURING, PLANNING AND PREPARATION OF ALL DOCUMENTATION FOR THE ISSUANCE OF SAID BONDS AND IN PREPARING AND PUBLISHING A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT FOR THE BONDS; RECITING, ACKNOWLEDGING AND APPROVING THE FILING OF AN APPLICATION BY THE FINANCE AND ADMINISTRATION CABINET OF THE COMMONWEALTH OF KENTUCKY FOR REVENUE BONDS TO FINANCE CERTAIN PROJECTS PURSUANT TO SECTION 56.450 OF THE KENTUCKY REVISED STATUTES; APPROVING A LEASE OF THE PROJECT TO THE CABINET TO PROVIDE REVENUES FOR THE AMORTIZATION OF THE BONDS; DEFINING AND PROVIDING FOR THE RIGHTS OF THE OWNERS OF THE BONDS AND PROVIDING FOR THE APPLICATION OF THE PROCEEDS THEREOF.

Ms. Couch presented Resolution 2020-06 for the approval to issue SPBC Revenue Bonds, Project No. 123 Federally Taxable Series A in an estimated principal amount not to exceed $37 Million. The Bond proceeds will be used to 1) provide permanent financing for a $35 million General Fund supported capital project authorized by the General Assembly in HB 99 (2020 Regular Session); 2) pay costs of issuance. The proposed date of sale is May 19, 2020, and the proposed closing date is June 10, 2020. The estimated all-in true interest cost is 3.943%, and the final maturity date is November 2040. This is a negotiated bond sale. Bond counsel is Kutak Rock LLP, the underwriter is Citigroup, and the underwriter’s counsel is Frost Brown Todd. This was included in the OFM submittal to Capital Projects and Oversight Committee on April 14, 2020. Staff recommended approval. Secretary Brown called for a motion to approve Resolution 2020-06. Mr. Ross made a motion and was seconded by Mr. Hicks. The motion CARRIED and Resolution 2020-06 was ADOPTED. Secretary Brown recognized Steve Starkweather to present Resolution 2020-07:

RESOLUTION OF THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY APPROVING THE ISSUANCE OF KENTUCKY ASSET/LIABILITY COMMISSION GENERAL FUND PROJECT NOTES, 2020 SERIES A REFUNDING NOTES IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $140,000,000 FOR THE PURPOSE OF PROVIDING FINANCING FOR AN AUTHORIZED PROJECT.


Mr. Starkweather presented Resolution 2020-07 for the approval to issue Kentucky Asset/Liability Commission General Fund Refunding Notes, 2020 Series A, in an estimated principal amount not to exceed $140 Million. The proceeds will be used to refund the Kentucky Asset/Liability Commission General Fund Floating Rate Notes 2007 Series A and Series B. The proposed date of sale and the proposed closing date are to be determined based on market conditions and will be executed if there is up to a negative $1,000 net present value savings. The estimated all-in true interest cost is 3.965%. This is a negotiated sale. Bond counsel is Kutak Rock LLP, the underwriter is Morgan Stanley, the underwriter’s counsel is Dinsmore & Shohl LLP, and the Swap advisor is Hilltop Securities. This was included in the OFM submittal to Capital Projects and Oversight Committee on April 14, 2020. Staff recommended approval. Secretary Brown called for a motion to approve Resolution 2020-07. Ms. Morley made a motion and was seconded by Ms. Smith. The motion CARRIED and Resolution 2020-07 was ADOPTED. With no further business before the Commission, Secretary Brown asked for a motion to adjourn. Mr. Lewis made a motion and was seconded by Mr. Hicks. Motion CARRIED and the meeting adjourned at 2:19 PM. Respectfully submitted, ________________________ Ryan Barrow Secretary

Attachment B

of 2

2020-08

A RESOLUTION OF THE STATE PROPERTY AND BUILDINGS COMMISSION APPROVING CAPITAL CONSTRUCTION PROJECTS AUTHORIZED BY THE 2020 REGULAR SESSION OF THE GENERAL ASSEMBLY WHERE SUCH PROJECTS WILL BE FINANCED BY THE ISSUANCE OF STATE PROPERTY AND BUILDINGS COMMISSION REVENUE BONDS OR BONDS ISSUED BY OTHER AUTHORIZED STATE DEBT- ISSUING AUTHORITIES.

WHEREAS, the General Assembly of the Commonwealth of Kentucky (the “General Assembly”), by adoption of HB 352 of the General Assembly, 2020 Regular Session, as enacted, vetoed and overridden, authorized Capital Construction projects to be financed by the issuance of State Property and Buildings Commission Revenue Bonds or bonds issued by other authorized state debt-issuing authorities; and,

WHEREAS, the State Property and Buildings Commission has the power to issue revenue bonds in its

own name for and on behalf of a state agency as defined in Section 56.440(8) of the Kentucky Revised Statutes, in the manner authorized by Chapter 56 and Sections 58.010 to 58.140 of the Kentucky Revised Statutes; and,

WHEREAS, a list of Capital Construction projects so authorized by the General Assembly are attached to this Resolution as Exhibit A; and,

WHEREAS, the Capital Construction projects as described in Exhibit A authorized by the General

Assembly will require planning, design and possible construction;

NOW, THEREFORE, THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY DOES HEREBY RESOLVE THAT:

1. Approval is given to the projects listed in Exhibit A of this Resolution.

2. Official intent is expressed that some of the proceeds of bonds to be issued by the State

Property and Buildings Commission or other authorized state debt-issuing authorities will be used, in whole or in part, to reimburse authorized expenditures made prior to the issuance of said revenue bonds for the projects listed in Exhibit A.

3. Approval is given to advance monies for the planning and construction of the projects listed

in Exhibit A to be reimbursed by bond proceeds up to the amounts set forth in Exhibit A, as applicable.

4. Authorization is given to the Finance and Administration Cabinet to proceed with the

actions to market the obligations to be issued to finance these Capital Construction projects. Adopted this 18th day of May 2020.

STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY

By:

Holly M. Johnson Executive Director

of 2

ATTEST:

Ryan Barrow, Secretary

APPROVED:

FINANCE AND ADMINISTRATION CABINET OF THE COMMONWEALTH OF KENTUCKY

By:

Holly M. Johnson Secretary of the Finance and Administration Cabinet of the Commonwealth of Kentucky

A - 1

EXHIBIT A 2020 Regular Session of the General Assembly Bond Funded Capital Projects

(H.B. 352 Enacted and Vetoed in Part)

GENERAL FUND SUPPORTED BONDS Cabinet/Agency Project Description Authorization

EKU Purchase Aviation Maintenance Technician/Pilot Training Equipment 5,000,000 EKU Construct Aviation/Aerospace Instructional Facility 3,016,000 Attorney General Technology Upgrades 2,000,000 Ky Infrastructure Authority Fund A-Federally Assisted Wastewater Program 4,086,000 Ky Infrastructure Authority Fund F-Drinking Water Revolving Loan Program 4,561,000 Education School Safety Facilities Upgrades 18,200,000 Finance & Administration Capitol Campus Upgrade 22,000,000 Finance & Administration Air Handler Replacement and Repair-Central Lab 2,011,300 Finance & Administration Elevator Upgrades-Phase I 2,000,000 Kentucky State Police Emergency Radio System Replacement, Phase II 52,450,000 Corrections Repair/Replace Roofs-Eastern KY Correctional Complex 6,531,000 Corrections Install Emergency Generators-Luther Luckett & Green River 5,700,000 CHFS-Behavioral Health Western State Hospital – Electrical Upgrade – Phase III 3,493,000 CHFS-Behavioral Health Oakwood Renovate/Replace Cottages – Phase II 8,000,000 CHFS-Behavioral Health Oakwood Replace, Upgrade and Enhance Emergency Generators 1,825,000 State Fair Board Prestonia Grounds and Infrastructure Improvements 4,000,000 Parks Wastewater Treatment Upgrades Pool 5,000,000 Environmental Protection State-Owned Dam Repair Pool 7,000,000 Education State Schools Roof Replacement Pool 3,272,000 Education State Schools HVAC Pool 5,000,000 Parks Maintenance Pool 5,000,000 Finance & Administration Maintenance Pool 5,000,000 Corrections Maintenance Pool 5,000,000 Health & Family Services Maintenance Pool 5,000,000 State Fair Board Maintenance Pool 5,000,000 1,500,000

Attachment C

4827-1178-1819.2

2020-09

STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY,

AS TRUSTOR

TO

[TRUSTEE], AS TRUSTEE

BOND RESOLUTION AUTHORIZING AND SECURING

STATE PROPERTY AND BUILDINGS COMMISSION

Revenue Bonds, Project No. 124 Series A

TABLE OF CONTENTS

Page

4827-1178-1819.2

ARTICLE I INTRODUCTION AND DEFINITIONS

Section 1.01 Incorporation of Preambles Into Bond Resolution; Determinations of Fact ................................................................................................................... 2

Section 1.02 Definitions........................................................................................................ 2 ARTICLE II

THE BOND ISSUE AUTHORIZED Section 2.01 Authorization and Approval of Certain Documents; Bond Resolution

to Constitute Contract ...................................................................................... 6 Section 2.02 Approval of Project and Authorization for the Bonds ..................................... 6 Section 2.03 Designation of Bonds ....................................................................................... 7

ARTICLE III THE BONDS

Section 3.01 Term of Bonds, Form of Bonds ....................................................................... 7 Section 3.02 Execution of Bonds; Limited Obligation; No Liability of

Commonwealth ................................................................................................ 7 Section 3.03 Appointment of Trustee; Trustee to Act as Bond Registrar ............................ 8 Section 3.04 Procedures in Respect of Registration and Transfer of Bonds; Payment

of Principal and Interest ................................................................................... 8 Section 3.05 Authentication of Bonds ................................................................................ 10 Section 3.06 Loss, Theft; Destruction or Mutilation of Bonds ........................................... 10 Section 3.07 Optional Redemption of Bonds ..................................................................... 10 Section 3.08 Reserved ......................................................................................................... 11 Section 3.09 Mandatory Sinking Fund Redemption ........................................................... 11 Section 3.10 Notice of Redemption .................................................................................... 12 Section 3.11 Securities Depository; Ownership of Bonds .................................................. 13

ARTICLE IV SALE AND DELIVERY OF BONDS

Section 4.01 Sale of the Bonds ........................................................................................... 14 Section 4.02 Provisions Relating to Issuance and Delivery of the Bonds .......................... 15

ARTICLE V APPLICATION OF BOND PROCEEDS; PLEDGE OF PROCEEDS AND REVENUES;

CREATION OF FUNDS; LEASE; USES OF PROJECT; AND PAYMENTS Section 5.01 Deposit and Application of Bond Proceeds ................................................... 16 Section 5.02 Pledge of Proceeds of Bonds on Deposit in the Funds .................................. 17 Section 5.03 Pledge of Revenues ........................................................................................ 17 Section 5.04 Lease; Covenants as to Use of Project and Rentals Therefor ........................ 17 Section 5.05 Cost of Issuance Fund .................................................................................... 17

ii 4827-1178-1819.2

Section 5.06 Bond Service Fund ......................................................................................... 18 Section 5.07 Construction Fund .......................................................................................... 18 Section 5.08 Investment of Funds ....................................................................................... 19

ARTICLE VI SPECIAL COVENANTS

Section 6.01 Covenant to Confer with Appropriate Officials Concerning Budget ............ 20 Section 6.02 Covenant to Enforce Lease ............................................................................ 20 Section 6.03 Covenant Against Sale, Mortgage or Disposition of Project ......................... 20 Section 6.04 Right Reserved to Erect Other Independently Financed Structures on

Same Sites ...................................................................................................... 20 ARTICLE VII

TAX COVENANTS Section 6.01 Tax Covenants ............................................................................................... 21 Section 6.02 Rebate Fund ................................................................................................... 22

ARTICLE VIII DEFAULT AND REMEDIES

Section 8.01 Events of Default; Acceleration of Due Date ................................................ 21 Section 8.02 Enforcement of Remedies .............................................................................. 22 Section 8.03 Appointment of Receiver ............................................................................... 23 Section 8.04 Application of Revenues and Other Moneys after Default ............................ 23 Section 8.05 Majority of Bondholders Control Proceedings .............................................. 24 Section 8.06 Individual Bondholder Action Restricted ...................................................... 24 Section 8.07 Waivers of Events of Default ......................................................................... 25 Section 8.08 Remedies Not Exclusive ................................................................................ 25 Section 8.09 Delay or Omission ......................................................................................... 25 Section 8.10 Notice of Default............................................................................................ 25

ARTICLE IX THE TRUSTEE

Section 9.01 Appointment and Acceptance of Duties of Trustee ....................................... 26 Section 9.02 Responsibilities of the Trustee ....................................................................... 26 Section 9.03 Remedies Vested in Trustee........................................................................... 28 Section 9.04 Termination of Proceedings ........................................................................... 28 Section 9.05 Trustee’s Rights and Remedies under the Lease ........................................... 28 Section 9.06 Notice of Default............................................................................................ 28 Section 9.07 No Obligation to Insure Project ..................................................................... 29 Section 9.08 Compensation and Indemnification of Trustee .............................................. 29 Section 9.09 Resignation or Discharge of Trustee; Successor Trustees ............................. 30

ARTICLE X MISCELLANEOUS

Section 10.01 Provisions of the Bond Resolution are Severable .......................................... 31

iii 4827-1178-1819.2

Section 10.02 This Bond Resolution is a Contract; May be Amended; Procedure for Amending ....................................................................................................... 31

Section 10.03 Discharge of Bond Resolution ....................................................................... 33 Section 10.04 Compliance with KRS 58.020 ....................................................................... 34 Section 10.05 Execution of Bond Resolution ....................................................................... 35 Section 10.06 Superseder of Conflicting Bond Resolutions ................................................. 35 Section 10.07 Bond Resolution Effective Immediately ........................................................ 35 Section 10.08 Parties Interested Herein ................................................................................ 35 Section 10.09 Notices ........................................................................................................... 35 EXHIBIT A – FORM OF BOND EXHIBIT B – THE PROJECT

4827-1178-1819.2

A RESOLUTION OF THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY AUTHORIZING THE ISSUANCE OF REVENUE BONDS FOR THE PURPOSE OF FINANCING CERTAIN PROJECTS; SETTING FORTH THE TERMS AND CONDITIONS UPON WHICH SAID REVENUE BONDS ARE TO BE ISSUED AND PROVIDING FOR A NEGOTIATED SALE THEREOF; AUTHORIZING AND RATIFYING ACTIONS OF THE COMMISSION STAFF IN THE STRUCTURING, PLANNING AND PREPARATION OF ALL DOCUMENTATION FOR THE ISSUANCE OF SAID BONDS AND IN PREPARING AND PUBLISHING A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT FOR THE BONDS; RECITING, ACKNOWLEDGING AND APPROVING THE FILING OF AN APPLICATION BY THE FINANCE AND ADMINISTRATION CABINET OF THE COMMONWEALTH OF KENTUCKY FOR REVENUE BONDS TO FINANCE CERTAIN PROJECTS PURSUANT TO SECTION 56.450 OF THE KENTUCKY REVISED STATUTES; APPROVING A LEASE OF THE PROJECT TO THE CABINET TO PROVIDE REVENUES FOR THE AMORTIZATION OF THE BONDS; DEFINING AND PROVIDING FOR THE RIGHTS OF THE OWNERS OF THE BONDS AND PROVIDING FOR THE APPLICATION OF THE PROCEEDS THEREOF.

WHEREAS, the General Assembly (the “General Assembly”) of the Commonwealth of Kentucky (the “Commonwealth”), by adoption of H.B. 1 of the General Assembly, 2010 Extraordinary Session, as enacted and vetoed in part, H.B. 265 of the General Assembly, 2012 Regular Session, as enacted and vetoed in part, H.B. 235 of the General Assembly, 2014 Regular Session, as enacted and vetoed in part, H.B. 303 of the General Assembly, 2016 Regular Session, as enacted and vetoed in part, H.B. 200 of the General Assembly, 2018 Regular Session, as enacted and vetoed in part, H.B. 268 of the General Assembly, 2019 Regular Session, as enacted and vetoed in part and H.B. 352 of the General Assembly, 2020 Regular Session, as enacted and vetoed in part (collectively, the “Budget Act”), authorizes or reauthorizes the issuance of bonds to finance certain projects for various state agencies of the Commonwealth, as defined in Section 56.440(8) of the Kentucky Revised Statutes; and

WHEREAS, the State Property and Buildings Commission (the “Commission”) has the power to issue revenue bonds in its own name for and on behalf of a state agency as defined in Section 56.440(8) of the Kentucky Revised Statutes, in the manner authorized by Chapter 56 and Sections 58.010 to 58.140 of the Kentucky Revised Statutes (collectively, the “Act”); and

WHEREAS, pursuant to Section 56.450 of the Kentucky Revised Statutes, the Cabinet has, on its own behalf and on behalf of other state agencies of the Commonwealth, made application to the Commission for approval of and issuance by the Commission of revenue bonds for the purpose of providing financing for the projects described in Exhibit B hereto (collectively the “Project”); and

2 4827-1178-1819.2

WHEREAS, in response to the application of the Cabinet, the Commission has determined to issue its revenue bonds to accomplish such financing;

NOW THEREFORE, BE IT RESOLVED BY THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY AS FOLLOWS:

ARTICLE I

INTRODUCTION AND DEFINITIONS

Section 1.01 Incorporation of Preambles Into Bond Resolution; Determinations of Fact. It is hereby determined and declared that all statements of fact set forth in the preambles to this Bond Resolution are true and accurate in all respects. Said preambles are hereby incorporated in this Bond Resolution by reference, the same as if set forth at length in this Bond Resolution.

Section 1.02 Definitions. As used in this Bond Resolution, unless the context requires otherwise:

“Act” means, collectively, (i) Chapter 56 of the Kentucky Revised Statutes, and (ii) Sections 58.010 to 58.140, inclusive, of the Kentucky Revised Statutes.

“Agent Member” means a member of, or participant in, the Securities Depository.

“Architect-Engineer” means, collectively, the several architects or engineers, if any, retained by the Commission, the Cabinet and/or a State Agency to perform professional services in respect of planning, designing, constructing and acquiring any portion of the Project, and having a recognized reputation for skill and experience in supervising the construction of public projects of the character and size of such portion of the Project.

“Authorized Denomination” means the authorized denominations of the Bonds, which shall be $5,000 or any integral multiple thereof.

“Bondholder,” “bondholder,” “Holder,” “holder” or “owner” means the person in whose name a Bond is registered on the registration books maintained by the Bond Registrar. Notwithstanding this definition, with respect to any Bonds which are registered in Book-Entry Form, the Trustee shall be entitled to rely upon written instructions from a majority of the beneficial owners of the Bonds with reference to any consent, if any, required from the Bondholders under this Bond Resolution.

“Bond Purchase Agreement” means the Bond Purchase Agreement , dated as of the date of sale of the Bonds, between the Commission and Citigroup Global Markets Inc., on behalf of the Underwriters, if and when the same is entered into by the Commission pursuant to this Bond Resolution.

“Bond Register” means the form or system or document in which the ownership of Bonds is recorded by the Bond Registrar.

3 4827-1178-1819.2

“Bond Registrar” means the Bond Registrar appointed pursuant to Section 3.03 hereof, which initially shall be the Trustee. The Bond Registrar shall also serve as paying agent for the Bonds and the interest on the Bonds.

“Bond Resolution” means this resolution of the Commission, authorizing and approving the issuance of the Bonds, as amended or supplemented from time to time in accordance with the provisions of this Bond Resolution.

“Bonds” means the “Commonwealth of Kentucky, State Property and Buildings Commission Revenue Bonds, Project No. 124 Series A authorized to be issued under the provisions of this Bond Resolution.

“Bond Service Fund” means the fund created by Section 5.06 of this Bond Resolution.

“Book-Entry Form” means, with respect to the Bonds, a form or system, as applicable, under which (i) the ownership of beneficial interests in the Bonds and bond service charges may be transferred only through a book entry, and (ii) physical Bond certificates in fully registered form are registered only in the name of a Securities Depository or its nominee as Owner, with the physical Bond certificates in the custody of a Securities Depository.

“Budget Act” means, collectively, (i) H.B. 1 of the General Assembly, 2010 Extraordinary Session, as enacted and vetoed in part, (ii) H.B. 265 of the General Assembly, 2012 Regular Session, as enacted and vetoed, in part, (iii) H.B. 235 of the General Assembly, 2014 Regular Session, as enacted and vetoed, in part, (iv) H.B. 303 of the General Assembly, 2016 Regular Session, as enacted and vetoed in part, (v) H.B. 200 of the General Assembly, 2018 Regular Session, as enacted and vetoed in part, (vi) H.B. 268 of the General Assembly, 2019 Regular Session, as enacted and vetoed in part, and (vii) H.B. 352 of the General Assembly, 2020 Regular Session, as enacted and vetoed in part.

“Cabinet” means the Finance and Administration Cabinet of the Commonwealth.

“Code” means the Internal Revenue Code of 1986, as amended to the date of adoption of this Bond Resolution, or as hereafter amended, including valid regulations of the Department of the Treasury and rulings of the Commissioner of Internal Revenue thereunder.

“Commission” means the State Property and Buildings Commission of the Commonwealth.

“Commonwealth” means the Commonwealth of Kentucky.

“Construction Fund” means the fund created by Section 5.07 of this Bond Resolution.

“Continuing Disclosure Agreement” means the Continuing Disclosure Agreement, dated as of [CLOSING MONTH] 1, 2020, entered into by the Commission and acknowledged by the Trustee.

“Cost of Issuance Fund” means the fund created by Section 5.05 of this Bond Resolution.

4 4827-1178-1819.2

“Fiscal Year” means any period of twelve (12) months commencing on July 1 of any year and ending on June 30 of the ensuing year, or any other fiscal year of the Commonwealth after recognition of such fiscal year by a supplement to this Bond Resolution.

“Funds and Accounts” means, collectively, the Construction Fund, the Bond Service Fund and the Cost of Issuance Fund, and any Account or Accounts created within each such Fund.

“General Assembly” means the General Assembly of the Commonwealth.

“Investment Obligations” means any investment authorized by Section 42.500 and 56.520(5) of the Kentucky Revised Statutes.

“Kentucky Revised Statutes” or “KRS” means the Kentucky Revised Statutes as in effect at the date of the adoption of this Bond Resolution, and any future amendments thereof to the extent that the same will not unconstitutionally impair the obligations of the contracts created under the provisions of this Bond Resolution.

“Lease” means the Lease Agreement dated as of [CLOSING MONTH] 1, 2020, by and between the Commission and the Cabinet, by which certain properties constituting the Project are leased by the Commission, as lessor, to the Cabinet, as lessee, as amended or supplemented from time to time in accordance with its terms.

“Lessor” means the Commission.

“Official Statement” means the final Official Statement of the Commission relating to the original issuance of the Bonds.

“Outstanding” means, when used with reference to any Bonds, as of any date, all Bonds theretofore or then being authenticated and delivered under this Bond Resolution, except:

(a) Any Bonds cancelled by the Trustee at or prior to such date;

(b) Bonds in lieu of or in substitution for which other Bonds shall have been authenticated and delivered; and

(c) Bonds deemed to have been paid as provided in Section 10.03 of this Bond Resolution.

“Payment Date” means each May 1 and November 1, commencing on November 1, 2020, and any date set for the redemption of Bonds prior to maturity, as herein provided.

“Project” means, collectively, the public projects which are included in the Lease, which public projects are more particularly identified in Exhibit B attached to and made a part of this Bond Resolution.

“Rebate Fund” means the fund by that name established pursuant to Section 7.02 of this Bond Resolution.

5 4827-1178-1819.2

“Record Date” means the “Record Date,” as defined in Section 3.03 of this Bond Resolution.

“Renewal Term” means (i) the period beginning on July 1, 2021 and ending on June 30, 2022, and (b) thereafter, a period of years coinciding with the fiscal biennium of the Commonwealth, which commences on July 1 in each even-numbered year and ends on June 30 of the next ensuing even-numbered year unless hereafter modified by statute.

“Revenues” means, with respect to the Lease, all of the rental payments and other payments to be made by the Cabinet to the Commission pursuant to the Lease, or any other amounts received by the Commission for the use or occupancy of the Project and any other payments or deposits to be made to the Bond Service Fund, including proceeds from the disposition of any portion of the Project pursuant to Section 6.03 of this Bond Resolution.

“Securities Depository” means any securities depository that is a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act, operating and maintaining, with its participants or otherwise, a Book-Entry System to record ownership of beneficial interests in bonds and bond service charges, and to effect transfers of bonds in Book-Entry Form, and means, initially, The Depository Trust Company (a limited purpose trust company), New York, New York.

“Securities Depository Nominee” means any nominee of a Securities Depository and initially means Cede & Co., New York, New York, as nominee of The Depository Trust Company.

“Series” shall mean all of the Bonds authenticated and delivered on original issuance and identified pursuant to this Resolution as a separate Series of Bonds, regardless of variations in maturity, interest rate, or other provisions.

“State Agency” means any administrative body, agency, department or division of the Commonwealth, or any board, commission, institution or division exercising any function of the Commonwealth, but which is not an independent municipal corporation or political subdivision, all within the meaning of Section 56.440(8) of the Kentucky Revised Statutes.

“Subleases” means, collectively, the Subleases dated as of [______] 1, 2020, by which portions of the Project are subleased by the Cabinet, as Sublessor, to the respective Sublessees.

“Sublessees” means the State Agencies which are sublessees under the Subleases.

“Tax Agreement” means the Tax Exemption Certificate and Agreement, dated as of the date of delivery of the Bonds, by and between the Commission and the Trustee, as the same may be amended or supplemented in accordance with its terms.

“Treasurer” means the Treasurer of the Commonwealth.

“Treasury Regulation” and “Treas. Reg.” mean any Regulation, Proposed Regulation or Temporary Regulation, as may be applicable, issued by the United States Treasury Department under the Code.

6 4827-1178-1819.2

“Trustee” means [__________], a national banking association having trust powers, and any successor trustee designated pursuant to the provisions of Section 9.09 of this Bond Resolution.

“Underwriters” means the underwriters identified in the Bond Purchase Agreement.

All references in this Bond Resolution to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Bond Resolution as originally adopted. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Bond Resolution as a whole and not to any particular Article, Section or other subdivision hereof, unless the context indicates otherwise.

The terms defined in this Section 1.02 have the meanings assigned to them in this Section 1.02, and include the plural as well as the singular, and, when expressed in the plural, shall also include the singular.

All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles. Any terms not defined in this Bond Resolution, but defined in the Lease, if used in this Bond Resolution, shall have the same meanings as are ascribed to them in the Lease.

ARTICLE II

THE BOND ISSUE AUTHORIZED

Section 2.01 Authorization and Approval of Certain Documents; Bond Resolution to Constitute Contract. This Bond Resolution is hereby adopted and approved, pursuant to the Act.

All actions of the Commission staff in the structuring, staffing, planning and preparation of all documentation for the issuance of the Bonds are hereby authorized and ratified.

Subject to the negotiation of a definitive Bond Purchase Agreement pursuant to Section 4.01 hereof, the Commission hereby further authorizes and approves the entering into and execution and delivery of the following documents in the usual and customary form, together with such changes as the officers of the Commission executing the same shall approve, such approval to be conclusively evidenced by their execution thereof:

(a) the Lease;

(b) the Subleases;

(c) the Tax Agreement;

(d) the Bond Purchase Agreement; and

(e) the Continuing Disclosure Agreement.

7 4827-1178-1819.2

Reference is made to Section 4.01 hereof, with respect to the conditions on which a Bond Purchase Agreement, a Preliminary Official Statement and a final Official Statement are approved.

In consideration of the purchase and acceptance of the Bonds by those who shall purchase and hold the same from time to time after the sale thereof, the provisions of the Bond Resolution shall be a part of the contract of the Commission with the owners of the Bonds, and shall be deemed to be and shall constitute a contract between the Commission, the Trustee and the owners from time to time of the Bonds, and such provisions are covenants and agreements with such owners which the Commission hereby determines to be necessary and desirable for the security and payment of the Bonds. The provisions, covenants and agreements herein set forth to be performed on behalf of the Commission shall be for the equal and ratable benefit, protection and security of the owners of any and all of the Bonds, all of which, regardless of the date or dates of their issuance or maturity, shall be of equal rank without preference, priority or distinction of any of the Bonds over any other thereof. No Bonds may be issued under the provisions of this Bond Resolution except in accordance with this Article II and Article III of this Bond Resolution.

Section 2.02 Approval of Project and Authorization for the Bonds. The Project is hereby ratified and affirmed, and the Commission hereby determines, subject to the negotiation of a definitive Bond Purchase Agreement to be entered into by the Commission pursuant to Section 4.01 hereof, to borrow the sum of not to exceed One Hundred and Fifty Million Dollars ($150,000,000) (the exact amount to be specified in the Bond Purchase Agreement), being the amount determined at the time of sale of the Bonds to (a) pay the costs of the Project as authorized by the Budget Act, and (b) to pay the costs of issuing the Bonds, all in accordance with the provisions of the Act, the Budget Act, the Lease and this Bond Resolution. Nothing in this Bond Resolution, however, shall commit or require the Commission to issue Bonds in any amount, and the Underwriters shall have no rights with respect to this Bond Resolution or the Bonds, unless and until a definitive Bond Purchase Agreement is entered into pursuant to Section 4.01 hereof; and in this regard the Commission expressly reserves the right to cancel negotiations, or refuse to enter into a Bond Purchase Agreement, for any reason whatsoever in the sole discretion of the Commission. The Project is, and shall continue to be a public project within the meaning of the Act.

Section 2.03 Designation of Bonds. Pursuant to the Act, there is hereby established and created an issue of Bonds of the Commission to be known and designated as “Commonwealth of Kentucky, State Property and Buildings Commission Revenue Bonds, Project No. 124 Series A,” which Bonds shall be issued in one or more Series as hereinafter provided, subject to the negotiation of the definitive Bond Purchase Agreement to be entered into by the Commission pursuant to Section 4.01 of this Bond Resolution.

ARTICLE III

THE BONDS

Section 3.01 Term of Bonds, Form of Bonds. (a) Unless the Commission shall otherwise direct, the Bonds shall be dated the date of their initial delivery, and shall also bear the date of authentication thereof by the Trustee, and shall bear interest from the dated date thereof or the

8 4827-1178-1819.2

most recent Payment Date as to which payment has been fully made, payable on each Payment Date.

(b) The Bonds shall be issued only as fully registered bonds without coupons in the Authorized Denominations, all as set forth in the form of Bonds set forth in Exhibit A attached to and made a part of this Bond Resolution. The Bonds shall initially be issued in Book-Entry Form and registered in the name of the Securities Depository or the Securities Depository Nominee as provided in Section 3.11 of this Bond Resolution. Unless the Commission shall otherwise direct, the Bonds shall be lettered “RA-___”, and numbered serially from 1 upwards or as the Trustee may otherwise determine.

(c) The Bonds shall (i) be issued as serial bonds and, if applicable, term bonds, (ii) bear interest at the rates per annum, and (iii) mature or be subject to mandatory sinking fund redemption, as applicable, payable on the dates and in the years, and in the respective principal amounts, as shall be described in the Bond Purchase Agreement entered into by the Commission pursuant to Section 4.01 of this Bond Resolution.

(d) The Bonds may be issued in such Series, in the respective principal amounts, having other terms and provisions consistent with this Bond Resolution, as shall be set forth in the Bond Purchase Agreement.

Section 3.02 Execution of Bonds; Limited Obligation; No Liability of Commonwealth. The Bonds shall be executed for and on behalf of the Commission by the manual or reproduced facsimile signature of either the Executive Director or the Secretary of the Commission and by the manual or reproduced facsimile signatures of the Governor of the Commonwealth, the Secretary of State of the Commonwealth and the Secretary of the Cabinet, who is also the Executive Director of the Commission, and shall be imprinted with a facsimile of the Great Seal of the Commonwealth. The official signatures of said officials of the Commonwealth and the Commission shall be valid and binding notwithstanding that before the delivery of the Bonds and the payment therefor any and all persons whose signatures appear thereon shall have ceased to be such officers or notwithstanding that such officers were not authorized or did not hold such offices on the date of the Bonds.

The Bonds, together with the interest thereon, shall be special and limited obligations of the Commission, payable solely and only from the Revenues (except to the extent paid out of moneys attributable to the Bond proceeds or the income from the temporary investment thereof), and shall be a valid claim of the respective owners thereof only against the Revenues and the Funds and Accounts (other than the Rebate Fund) and other moneys held by the Trustee for the benefit of the owners of the Bonds. The Bonds and all interest thereon do not constitute an indebtedness or liability of the Commonwealth or of any agency or political subdivision thereof, including specifically the Commission. The issuance of the Bonds under the provisions of the Act does not, directly, indirectly or contingently, obligate the Commonwealth or any agency or political subdivision thereof, including specifically the Commission and the Cabinet, to levy any form of taxation for the payment thereof or to make any appropriation for their payment, and the Bonds and the interest thereon do not now and shall never constitute an indebtedness of the Commonwealth within the meaning of the Constitution or the Statutes of the Commonwealth, and do not now and shall never constitute a charge against the credit or taxing power of the

9 4827-1178-1819.2

Commonwealth or any agency or political subdivision thereof, including specifically the Commission and the Cabinet; provided, however, that the Cabinet or the applicable Sublessee has undertaken to request appropriations, or to cause appropriations to be requested, (i) for the period beginning July 1, 2021 and ending June 30, 2022, and (ii) therafter, in each fiscal biennium of the Commonwealth for the full and complete payment of all obligations due under the Lease or a Sublease, and the Cabinet or applicable Sublessee has, pursuant to the Lease or a Sublease, undertaken to so apply all appropriations when made for such purpose.

The Commonwealth and the Commission shall not in any event be liable for the payment of the principal of or the interest on the Bonds, except from the Revenues, the Funds and Accounts and such appropriations, if any. No breach by the Commission of any pledge, obligation or agreement shall impose any liability, pecuniary or otherwise upon the general credit of the Commission. The Commission has no taxing power.

Section 3.03 Appointment of Trustee; Trustee to Act as Bond Registrar. Pursuant to the Act and this Bond Resolution, the Trustee is hereby appointed as Trustee and is also hereby appointed Bond Registrar, having the duties hereinafter set forth in this Bond Resolution. The fifteenth day of the calendar month prior to each date established for the payment of the principal, interest or premium on the Bonds, whether by maturity, acceleration or redemption, is hereby established as the record date for the Bonds (the “Record Date”), and the Trustee, as Bond Registrar, may treat for all purposes the person in whose name any Bond is registered on the Record Date as the absolute owner thereof.

Section 3.04 Procedures in Respect of Registration and Transfer of Bonds; Payment of Principal and Interest. Interest on each Bond not registered in Book-Entry Form to a Securities Depository shall be payable by check mailed by the Trustee as Bond Registrar to the owner thereof as of the Record Date, at the address shown on the registration books kept by the Trustee as Bond Registrar or at such other address as is furnished to the Bond Registrar in writing by such owner. The principal of and premium, if any, on the Bonds not registered in Book-Entry Form to a Securities Depository shall be payable, without exchange or collection charges, in lawful money of the United States of America upon their presentation and surrender as they respectively become due and payable, whether at maturity or by prior redemption or acceleration, at the designated corporate trust office of the Trustee. Upon written request of an owner of at least $1,000,000 in aggregate principal amount of the Bonds not registered in Book-Entry Form to a Securities Depository, all payments of principal of, premium, if any, or interest on such Bonds shall be paid by wire transfer in immediately available funds to an account designated by such owner and the delivery to the Trustee of other necessary information for such purpose by the fifteenth day of the calendar month immediately preceding the applicable Payment Date. The principal of, premium, if any, and interest on the Bonds registered in Book-Entry Form in the name of the Securities Depository or the Securities Depository Nominee shall be payable by wire transfer from the Trustee to the Securities Depository or the Securities Depository Nominee, as the case may be.

So long as any Bonds remain Outstanding, the Trustee as Bond Registrar shall keep and maintain at its designated corporate trust office complete registration records in respect of the Bonds, and shall provide for the registration of transfer and exchange of the Bonds in accordance with the terms of this Bond Resolution, subject to such reasonable procedures and regulations as the Trustee may prescribe.

10 4827-1178-1819.2

Except as may be otherwise provided in Section 3.11 hereof for Bonds registered in Book-Entry Form in the name of the Securities Depository or the Securities Depository Nominee, as the case may be, each Bond shall be transferable or exchangeable, for a Bond or Bonds of the same Series, only upon the presentation and surrender thereof at the designated corporate trust office of the Trustee, as Bond Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the owner thereof or his authorized representative. Upon surrender for transfer, the Trustee shall authenticate a new Bond or Bonds of the same series, maturity and interest rate, in Authorized Denominations, for a like aggregate principal amount, and shall deliver such Bond or Bonds to the transferee thereof.

Except as may be otherwise provided in Section 3.11 hereof for Bonds registered in Book-Entry Form in the name of the Securities Depository or the Securities Depository Nominee, Bonds shall be exchangeable for a Bond or Bonds of the same series, maturity and interest rate in other Authorized Denominations, within a single maturity in an aggregate principal amount or amounts equal to the unpaid principal amount of the Bond or Bonds presented for exchange. The Trustee, as Bond Registrar, shall be and is hereby authorized to authenticate, deliver and exchange Bonds in accordance with this Bond Resolution.

Each Bond delivered upon transfer or in exchange for a surrendered Bond shall constitute an original contractual obligation of the Commission, and shall be entitled to the benefits and security of this Bond Resolution to the same extent as the Bond or Bonds in lieu of which any Bond is delivered upon transfer or in exchange. Any Bonds surrendered for transfer or exchange shall be cancelled by the Trustee, and the Trustee shall maintain a complete record of all transfers, exchanges and cancellations of Bonds, and shall make a report thereof to the Commission upon request.

Except as may be otherwise provided in Section 3.11 hereof for Bonds registered in Book-Entry Form in the name of the Securities Depository or the Securities Depository Nominee, no service charge or other transfer fee shall be charged in connection with any transfer or exchange of a Bond. However, the registered owner of any Bond may be required to pay an amount equal to any tax or other governmental charge, if any, that may be imposed in connection with the transfer or exchange of any Bond.

The Trustee, as Bond Registrar, shall not be required to transfer or exchange any Bond for the period beginning fifteen (15) days prior to any Payment Date, nor to transfer or exchange any Bond after notice calling such Bond for redemption prior to maturity has been mailed, nor during the period beginning fifteen (15) days prior to the mailing of notice of any redemption of any Bonds prior to maturity.

Section 3.05 Authentication of Bonds. The Trustee shall evidence the acceptance of its trusts and duties both as Trustee and Bond Registrar with respect to the Bonds by executing the authentication certificate appearing on each of the Bonds. No Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Bond Resolution unless and until a certificate of authentication on such Bond substantially in the form appearing on the form of the Bonds attached to this Bond Resolution as Exhibit A shall have been duly executed by the Trustee, and such executed certificate of the Trustee upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Bond Resolution. The Trustee’s

11 4827-1178-1819.2

certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized signatory of the Trustee, but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Bonds issued under this Bond Resolution.

Section 3.06 Loss, Theft; Destruction or Mutilation of Bonds. Upon the receipt by the Commission and the Trustee of evidence satisfactory to them of the loss, theft, destruction or mutilation of any Outstanding Bonds, and of indemnity satisfactory to them, and upon surrender and cancellation of such Bond if mutilated, the Commission may execute and the Trustee may authenticate and deliver, upon the lapse of such period of time as they may deem advisable, a new Bond of like Series, maturity and interest rate, in the same principal amount, bearing the same or different serial number, to be issued in lieu of such lost, stolen, destroyed or mutilated Bond. The Commission and the Trustee may require the payment of the costs for each new Bond issued under this Section 3.06, and the furnishing of indemnity satisfactory to the Commission and the Trustee. The Trustee shall incur no liability for anything done by it under this Section 3.06 in the absence of negligence or willful misconduct.

Section 3.07 Optional Redemption of Bonds. The Bonds may be redeemed at the option of the Commission, in whole or in part, and if in part in such order of maturity as may be determined by the Commission (less than all of a single maturity to be selected by lot in such manner as the Trustee may determine), on such dates and at the redemption prices, plus accrued interest to the date fixed for redemption, as set forth in the Bond Purchase Agreement to be entered into by the Commission pursuant to Section 4.01 of this Bond Resolution.

The Commission shall give the Trustee notice of its intention to exercise its option to redeem Bonds pursuant to this Section 3.07 at least forty-five (45) days prior to the date fixed for redemption (unless a shorter notice shall be satisfactory to the Trustee), and such notice shall set forth the date fixed for redemption, the principal amount of the Bonds to be so redeemed and the order of maturity of the Bonds to be so redeemed.

The Trustee shall select the Bonds so called for redemption by lot in any manner it deems fair and appropriate, which provides for the selection of Bonds or portions of Bonds for redemption in Authorized Denominations. The Trustee shall notify the Commission of the Bonds or portions thereof so selected for redemption prior to maturity.

In the event that less than all of the Bonds are to be redeemed under this Section 3.07, the Trustee shall notify the Securities Depository that any such redemption shall be on a pro rata basis in Authorized Denominations.

Section 3.08 Reserved.

Section 3.09 Mandatory Sinking Fund Redemption. The Bonds may, in lieu of maturing on any one or more dates otherwise authorized in this Bond Resolution, be subject to mandatory sinking fund redemption on such date or dates, at a redemption price equal to 100% of the principal amount to be redeemed, plus interest accrued to the date fixed for redemption, in the years and in the principal amounts, as may be described in a Bond Purchase Agreement to be entered into by the Commission pursuant to Section 4.01 of this Bond Resolution. Such redemptions shall be

12 4827-1178-1819.2

made in accordance with the procedures for redemption set forth in Section 3.10 of this Bond Resolution.

In lieu of mandatory sinking fund redemption as set forth above, the Commission, or the Trustee on behalf of the Commission, may purchase Bonds subject to mandatory sinking fund redemption, at the most advantageous price obtainable, such price not to exceed the principal amount thereof plus accrued interest to the date of delivery of such Bonds for purchase by the Commission or the Trustee on behalf of the Commission. Payment shall be made on the date of delivery of any Bonds so purchased by the Trustee from moneys in the Bond Service Fund, or otherwise made available to it by the Commission. Any Bonds so purchased by the Commission shall be submitted to the Trustee for cancellation. No such purchase (or presentation for cancellation) shall be made in the thirty (30) day period immediately preceding the date for mandatory sinking fund redemption of any Bonds to be purchased, in order for the Trustee to provide the notice described in Section 3.10 of this Bond Resolution.

The purchase of such Bonds in the market or cancellation of such Bonds presented by the Commission pursuant to this Section 3.09 shall be used to reduce the amount of Bonds of such maturity to be called by the Trustee on the next succeeding mandatory sinking fund redemption date. If the Bonds of such maturity so purchased and cancelled exceed the amount of such Bonds subject to mandatory sinking fund redemption on the next such mandatory sinking fund redemption date, such excess may be used to reduce future sinking fund installments of Bonds of such maturity in any manner designated by the Commission. Notice of such designation shall be provided to the Trustee.

In the event that any Bonds subject to mandatory sinking fund redemption pursuant to this Section 3.09 have been redeemed prior to maturity pursuant to Section 3.07 hereof, the mandatory sinking fund obligations of the Commission under this Section 3.09 shall be reduced by crediting the principal amount of the Bonds so redeemed pursuant to Section 3.07 hereof against such mandatory sinking fund installments in such order as the Commission shall determine.

In the event that less than all of the Bonds are to be redeemed or cancelled under this Section 3.09, the Trustee shall notify the Securities Depository that any such redemption or cancellation shall be on a pro rata basis in Authorized Denominations.

Section 3.10 Notice of Redemption. At least thirty (30) days but not more than sixty (60) days before the date fixed for redemption of any Bonds, the Trustee shall cause a notice of redemption to be mailed, by regular United States first class mail, postage prepaid, to all owners of Bonds to be redeemed in whole or in part at their registered addresses. Failure to mail any notice or any defect therein in respect of any Bond shall not affect the validity of the redemption of any other Bond. Such redemption notice shall set forth the details with respect to the redemption. Any owner owning at least $1,000,000 in aggregate principal amount of the Bonds may request that a second copy of the notice of redemption be sent to a second address provided to the Trustee in writing. The notice of redemption shall set forth the complete title of the Bonds, the CUSIP numbers, the date of the issue, the interest rate, the maturity date, the date fixed for redemption, the redemption price to be paid and, if less than all of the Bonds of any one maturity then Outstanding shall be called for redemption, the distinctive numbers and letters of such Bonds to be redeemed and, in the case of Bonds to be redeemed in part only, the portion of the principal

13 4827-1178-1819.2

amount thereof to be redeemed, and the place or places of redemption, including the name, address and phone number of a contact person. The notice of redemption shall also state that on the date fixed for redemption the redemption price will become due and payable upon each Bond or portion thereof so called for redemption prior to maturity, and that interest thereon shall cease to accrue from and after said date. With respect to an optional redemption of any Bonds, unless moneys sufficient to pay the principal of, interest, and premium, if any, on the Bonds to be redeemed shall have been received by the Trustee prior to the giving of such notice of redemption, such notice may, at the option of the Commission, state that said redemption shall be conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for redemption.

The Trustee also shall send a copy of such notice by registered or certified mail, overnight delivery service or electronic means for receipt not less than thirty-two (32) days before such redemption date to: The Depository Trust Company of New York, New York; provided, however, that such mailing shall not be a condition precedent to such redemption and failure to mail any such notice shall not affect the validity of any proceedings for the redemption of Bonds.

A second notice of redemption shall be given within sixty (60) days after the date fixed for redemption in the manner required above to the registered owners of redeemed Bonds which have not been presented for payment within thirty (30) days after the date fixed for redemption.

Any notice mailed as provided in this Section 3.10 shall be conclusively presumed to have been duly given upon mailing, whether or not the owner of such Bonds receives the notice.

Upon the giving of notice and the deposit of funds for redemption, interest on the Bonds so called for redemption shall cease to accrue after the date fixed for redemption.

Section 3.11 Securities Depository; Ownership of Bonds. Except as provided in paragraph (b) of this Section 3.11, the Bonds shall be registered in the name of the Securities Depository or the Securities Depository Nominee, and ownership thereof shall be maintained in Book-Entry Form by the Securities Depository for the account of the Agent Members of the Securities Depository. Initially, the Bonds shall be registered in the name of Cede & Co., as the nominee of The Depository Trust Company. Except as provided in paragraph (b) below of this Section 3.11, the Bonds may be transferred, in whole but not in part, only to the Securities Depository or the Securities Depository Nominee, or to a successor Securities Depository selected or approved by the Commission or to a nominee of such successor Securities Depository. As to any Bond, the person in whose name such Bond shall be registered shall be the absolute owner thereof for all purposes, and payment of or on account of the principal of and premium, if any, and interest on any such Bond shall be made only to or upon the order of the registered owner thereof or his legal representative.

(a) Neither the Commission nor the Trustee shall have any responsibility or obligation with respect to:

(i) the accuracy of the records of the Securities Depository or any Agent Member with respect to any beneficial ownership interest in the Bonds;

14 4827-1178-1819.2

(ii) the delivery to any Agent Member, any beneficial owner of the Bonds or any other person, other than the Securities Depository, of any notice with respect to the Bonds or this Bond Resolution; or

(iii) the payment to any Agent Member, any beneficial owner of the Bonds or any other person, other than the Securities Depository, of any amount with respect to the principal of, premium, if any, or interest on the Bonds.

So long as any Bonds are registered in Book-Entry Form, the Commission and the Trustee may treat the Securities Depository as, and deem the Securities Depository to be, the absolute owner of such Bonds for all purposes whatsoever, including without limitation:

(A) the payment of principal of, premium, if any, and interest on the Bonds;

(B) giving notices of redemption and other matters with respect to the Bonds;

(C) registering transfers with respect to the Bonds;

(D) the selection of Bonds for redemption;

(E) for purposes of obtaining consents under this Bond Resolution; and

(F) notwithstanding the definition of the term “Bondholder” or “Holder” or “holder” or “owner” herein, as referencing the registered owners of the Bonds, the Trustee shall be entitled to rely upon written instructions from a majority of the beneficial owners of the Bonds with reference to consent, if any, required from the owners of the Bonds pursuant to the terms of this Bond Resolution.

(b) If at any time the Securities Depository notifies the Commission that it is unwilling or unable to continue as Securities Depository with respect to the Bonds, or if at any time the Securities Depository shall no longer be registered or in good standing under the Securities Exchange Act or other applicable statute or regulation and a successor Securities Depository is not appointed by the Commission within ninety (90) days after the Commission receives notice or becomes aware of such condition, as the case may be, then this Section 3.11 shall no longer be applicable, and the Commission shall execute and the Trustee shall authenticate and deliver certificates representing the Bonds to the owners of the Bonds.

(c) Payment of the principal of, premium, if any, and interest on any Bonds not registered in Book-Entry Form shall be made as provided in Section 3.04 of this Bond Resolution.

ARTICLE IV

SALE AND DELIVERY OF BONDS

15 4827-1178-1819.2

Section 4.01 Sale of the Bonds. The officers of the Commission are authorized and directed to negotiate a definitive Bond Purchase Agreement at a time and place as determined by the officers, by which all (but not less than all) of the Bonds, in an aggregate principal amount not to exceed the amount authorized in Section 2.02 hereof, shall be awarded (if agreeable terms can be negotiated) to Citigroup Global Markets Inc., as representative of the Underwriters, for reoffering to the public, at the purchase price set forth in, and on the terms and conditions described in, the Bond Purchase Agreement; provided, that (a) the Bond Purchase Agreement shall be in the usual and customary form as shall be approved by the Executive Director or the Secretary of the Commission executing the Bond Purchase Agreement, the approval of such form to be conclusively evidenced by the execution of the Bond Purchase Agreement by such officers, or by either officer; and (b) the Bond Purchase Agreement shall not be entered into unless and until the following requirements have been met:

(i) the Bonds shall mature, or be subject to redemption through mandatory sinking fund installments, annually or semiannually in such principal amounts through and including a final maturity date not later than June 30, 2040, as shall be determined by the officers of the Commission;

(ii) the interest rate to be borne by the Bonds shall not exceed a rate of six percent (6.00%) per annum;

(iii) the purchase price pursuant to a Bond Purchase Agreement for the Bonds shall include an aggregate underwriting discount of not to exceed Six Dollars ($6.00) per One Thousand Dollars ($1,000) aggregate principal amount of Bonds being purchased;

(iv) if the officers of the Commission determine that the provision of a municipal bond insurance policy will result in an economic benefit to the Commonwealth with respect to the Bonds, then the payment of all or a portion of the principal of, premium, if any, and interest on the Bonds may be insured by such a municipal bond insurance policy, and, prior to the delivery of the Bonds, such officers are hereby authorized to enter into such agreements as may be required for the issuance of such bond insurance policy;

(v) the officer or officers of the Commission executing the Bond Purchase Agreement shall have determined that the Bond Purchase Agreement otherwise appears to be in acceptable and lawful form, which determination shall be evidenced by their execution of the Bond Purchase Agreement.

If and when the Bond Purchase Agreement shall be entered into, the Executive Director and the Secretary of the Commission, or either of them, are authorized and directed to make on behalf of the Commission the necessary arrangements to establish the date, location, procedure and conditions for the delivery to the Underwriters of the Bonds (or temporary Bonds delivered in lieu of definitive Bonds until their preparation and delivery can be effectuated) under the terms of this Bond Resolution and the Bond Purchase Agreement (as executed). It is hereby determined that the price for and the terms of the Bonds, and the sale thereof, all as provided herein and in the aforesaid documents, are in the best interests of the Commission and consistent with all legal requirements.

16 4827-1178-1819.2

Prior to the sale of the Bonds and the execution and delivery of the Bond Purchase Agreement, the Commission shall provide the Underwriters with a copy of the Preliminary Official Statement relating to the offering of the Bonds, setting forth the terms and provisions of the Bonds as well as information pertaining to the Commission, the Cabinet, the State Agencies and the Commonwealth, such Preliminary Official Statement to be substantially in the form typically used by the Commission for similar financings at the time that this Bond Resolution is adopted, together with such changes therein as shall be approved by the officer or officers of the Commission executing a certificate by which the Preliminary Official Statement is, as of its date and as of the date of such certificate, “deemed final” for the purposes of Rule l5c2-12 of the Securities and Exchange Commission (the “Rule”), the approval of such changes to a Preliminary Official Statement to be conclusively evidenced by the execution of such certificate by such officer or officers. The execution and delivery of such a certificate by the Executive Director or the Secretary of the Commission is also hereby authorized and approved. The actions of the officers and staff of the Commission regarding the negotiation of the Bond Purchase Agreement and the preparation of the Preliminary Official Statement are ratified and further approved. Furthermore, the Executive Director or the Secretary of the Commission is hereby authorized to review, approve, and “deem final,” for purposes of the Rule, the final Official Statement, as presented to such officer or officers. The Commission agrees and undertakes to provide the Underwriters with a reasonable number of copies (which may be an electronic copy) of such Official Statement, within seven (7) business days of the date that the authorized officer or officers of the Commission execute the Bond Purchase Agreement, in accordance with the Rule.

Section 4.02 Provisions Relating to Issuance and Delivery of the Bonds. After the execution on behalf of the Commission and the authentication by the Trustee as prescribed in this Bond Resolution, the Trustee shall deliver the Bonds to the Underwriters on the date set forth in the related Bond Purchase Agreement, upon receipt by the Trustee on the date of delivery of:

(a) a copy of this Bond Resolution, duly certified by the Executive Director or Secretary of the Commission;

(b) an executed counterpart of the Lease;

(c) an executed counterpart of each Sublease;

(d) an executed counterpart of the Bond Purchase Agreement;

(e) the written order to the Trustee by the Commission, acting through its Executive Director or Secretary, to make delivery of the executed and authenticated Bonds upon receipt by the Trustee of a specified amount, which shall be in immediately available funds;

(f) an executed counterpart of the Continuing Disclosure Agreement;

(g) an executed counterpart of the Tax Agreement;

(h) an executed opinion of bond counsel respecting the enforceability of the Bonds in accordance with their terms, respecting the excludability of the interest on the Bonds from gross income of the owners thereof for federal income tax purposes, respecting

17 4827-1178-1819.2

the exemption of interest on the Bonds from Kentucky income taxes, and respecting the exemption of the Bonds from ad valorem taxation in the Commonwealth;

(i) such other closing documents as may be required under the Bond Purchase Agreement with respect to the delivery of the Bonds; and

(j) such other closing documents, showings and opinions of counsel as the Trustee, bond counsel and the Commission may reasonably specify in writing.

ARTICLE V

APPLICATION OF BOND PROCEEDS; PLEDGE OF PROCEEDS AND REVENUES; CREATION OF FUNDS;

LEASE; USES OF PROJECT; AND PAYMENTS

Section 5.01 Deposit and Application of Bond Proceeds. The proceeds from the sale of the Bonds (including accrued interest, if any, on the Bonds from the date thereof to the date of delivery to the purchasers) shall be applied as follows:

(a) deposit to the credit of the Bond Service Fund an amount equal to any capitalized interest and the accrued interest on the Bonds from the date thereof to the date of delivery of the Bonds;

(b) deposit to the credit of the Cost of Issuance Fund for payment of the costs of, or incident to, the issuance of the Bonds, an amount sufficient to pay the costs incurred in connection with the issuance of the Bonds; and

(c) deposit to the credit of the Construction Fund, for payment of the costs of acquiring, constructing, installing and equipping that portion of the Project financed with proceeds of the Bonds, the balance of the proceeds of such Bonds.

Section 5.02 Pledge of Proceeds of Bonds on Deposit in the Funds. There is hereby irrevocably pledged to the payment of the principal of, premium, if any, and interest on, the Bonds, the proceeds from the sale of the Bonds on deposit in the Bond Service Fund, the Construction Fund and the Cost of Issuance Fund, until expended for the herein authorized purposes, and any income from the investment thereof.

Section 5.03 Pledge of Revenues. There is hereby pledged to the payment of the principal of, premium, if any, and interest on, the Bonds, the Revenues received by the Commission and all Funds and Accounts (other that the Rebate Fund) established by and in accordance with the provisions of this Bond Resolution, including the investment income, if any, of the Funds and Accounts (other that the Rebate Fund) established by this Bond Resolution, all in accordance with the terms and provisions of the Bonds and this Bond Resolution, and there is hereby created in favor of the Bonds, a lien, pledge and charge on all of the Revenues over and ahead of all other bonds not contemplated by this Bond Resolution payable from the Revenues which may be hereafter issued, and over and ahead of all other claims or obligations of any nature against the Revenues hereafter arising or hereafter incurred. All Bonds shall rank on a parity with every other Bond issued under this Bond Resolution, regardless of any Series Designation. The

18 4827-1178-1819.2

Commission covenants and agrees that the pledge under this Section 5.03 and Section 5.04 hereof shall be valid and binding from and after the date of the issuance, sale and delivery of the Bonds issued pursuant to this Bond Resolution, and all such money and securities so pledged shall be subject to the lien of this pledge without any physical delivery thereof, or any further action by the Commission.

Section 5.04 Lease; Covenants as to Use of Project and Rentals Therefor. For the purposes of financing the Project and administering, operating and maintaining the Project, it is hereby agreed that the Project will be leased to the Cabinet under the terms of the Lease. In the event the Cabinet for any reason whatsoever fails to make the rental payments specified in the Lease, the Commission covenants with the owners of the Bonds, pursuant to the Act, and subject to necessary limitations imposed by the requirements of efficient government operation, that it will use its best efforts to lease, sublease or cause to be used, all or any part of the Project by any other State Agency of the Commonwealth or other governmental agencies upon terms and for cash rentals so that the aggregate of the gross receipts and revenues from the Project at all times will be sufficient to make said minimum prescribed payments into the Bond Service Fund; provided, however, that in the event of any failure of the Cabinet to make its rental payments as aforesaid, no action shall be taken which, in the opinion of nationally recognized bond counsel, would have the effect of causing the interest on the Bonds to be includible in gross income of the owners thereof for federal income tax purposes.

In the event the General Assembly should reallocate the appropriation for debt service on all or any part of the Project to a State Agency other than the Cabinet or the Sublessee, then such successor State Agency shall enter into a Sublease with the Cabinet assuming a proportional obligation under the Lease in order to properly amortize or make required Bond Service Fund payments with respect to the Bonds then Outstanding against that part of the Project for which funding has been reallocated.

Section 5.05 Cost of Issuance Fund. There is hereby created the Cost of Issuance Fund to be held and maintained by the Trustee as a separate fund under this Bond Resolution. The Cabinet and the Commission will, at the delivery of the Bonds, cause to be deposited with the Trustee into the Cost of Issuance Fund from proceeds of the Bonds a sum sufficient to pay any and all duly authorized expenses of the issuance of the Bonds, including legal and accounting fees and expenses, financial advisors’ fees and expenses, printing costs, fees of bond rating agencies, verification agent fees, and initial fees, costs and expenses of the Trustee in connection with the issuance of the Bonds. Disbursements for payment of costs of issuance shall be made upon written request filed by the Commission with the Trustee. Upon the payment or reimbursement of all costs of issuance of the Bonds, as certified by the Commission, any proceeds of the Bonds or any investment earnings thereof remaining in the Cost of Issuance Fund shall be transferred by the Trustee to the Bond Service Fund.

Section 5.06 Bond Service Fund. There is hereby created and there shall be maintained with the Trustee the Project No. 124 Bond Service Fund into which there shall be paid and set aside as received all or such portion of the Revenues as will be sufficient to pay when due the principal of, premium, if any, and interest on all Bonds then Outstanding hereunder at or before their maturity. The Commission shall deposit or cause to be deposited on or prior to any Payment Date, in immediately available funds, to the Bond Service Fund all amounts required for the

19 4827-1178-1819.2

payment of the principal of, premium, if any, and interest on the Bonds due on such Payment Date, and, upon receipt, such amounts shall immediately be deposited by the Trustee into the Bond Service Fund. All sums received as accrued interest upon the issuance of the Bonds shall be paid to the Trustee, which shall deposit same in the Bond Service Fund. It is hereby covenanted and agreed that, exclusive of said accrued interest, so long as any Bonds remain Outstanding and unpaid, the Commission shall immediately set aside as received from the Revenues as aforesaid, and the Trustee shall deposit into the Bond Service Fund amounts specified by the Commission as sufficient to pay the interest on the Bonds as the same become due and to retire such Bonds at or prior to the maturity of such Bonds.

No further payment need be made to the Bond Service Fund when, and so long as, the aggregate amount therein is sufficient to retire all of the Bonds then Outstanding, plus the amount of interest due and thereafter to become due on such Bonds on and prior to such retirement, together with redemption premium, if any.

The Bond Service Fund shall be maintained by the Trustee as a separate trust fund and separate account statements with respect thereto shall at all times be kept and maintained. On each Payment Date, the Trustee is hereby authorized and directed to withdraw and make available out of the Bond Service Fund a sufficient amount to pay the principal of, premium, if any, and interest on the Bonds, if any, becoming due on such Payment Date, including Bonds redeemed pursuant to the optional or mandatory redemption provisions of this Bond Resolution, if any.

Section 5.07 Construction Fund. There is hereby created and established the Project No. 124 Construction Fund, which shall be held by the Treasurer, which Construction Fund shall be kept separate and apart from other funds and accounts of the Commission and shall be used solely for the funding of the Project financed with proceeds of the Bonds and identified in Exhibit B hereto. The Construction Fund shall constitute a trust fund for the benefit of the owners of the Bonds until disbursed for the purposes thereof. If there are any moneys remaining in the Construction Fund after the Project is completed, the Treasurer shall transfer such moneys to the Trustee to be held, in trust, in the Bond Service Fund.

Moneys in the Construction Fund, until disbursed in the manner authorized in this Bond Resolution, shall be subject to a first and prior lien for the further security of the owners of the Bonds.

Moneys on deposit in the Construction Fund shall be used for the purposes of financing the Project financed with proceeds of the Bonds and consisting of the acquisition, construction or undertaking of new property in connection with buildings, real estate or economic development projects or community development projects, including the cost of materials, construction work, installation of utilities, services, installation of equipment, facilities and furnishings of a permanent nature for buildings, appurtenances thereto, plans, specifications, blueprints, architectural and engineering fees and other expenses authorized to be incurred under the terms of the Act, and without intending thereby to limit or restrict any proper definition of such costs, shall include as appropriate:

(a) Fees and expenses of engineers and architects for studies, surveys and estimates, engineering, architectural and other preliminary investigations, preparations of

20 4827-1178-1819.2

plans and supervising bidding and construction, as well as for the performance of all other pertinent duties of engineers and architects in relation to the acquisition, construction, equipping and financing of the Project or the issuance of the Bonds;

(b) All other items of expense incident to the acquisition, construction and undertaking of all or any pertinent part of the Project, including the acquisition of real estate, franchises and rights-of-way therefor and necessary abstracts of title and title insurance;

(c) Costs of landscaping, roadways, utility services and appurtenances in connection with the Project, any franchises, easements, rights or damages incident to or consequent upon the construction and operation of the Project, and the acquisition of such rights-of-way;

(d) Payments made for labor and materials and to contractors, builders and materialmen in connection with development, construction and acquisition work on the Project, and payments made for the restoration of property damaged or destroyed in connection therewith, if any;

(e) Payments to the Commission, the Cabinet or a State Agency as reimbursement for moneys theretofore advanced in contemplation of the financing herein described for any of the foregoing items of costs and payments of all other interim financing obtained by the Commission, the Cabinet or a State Agency in respect of the Project, both as to principal and interest;

(f) Interest due on the Bonds during construction for a period not exceeding three (3) years from the date of delivery of the Bonds; and

(g) Payments, grants or loans made in connection with an economic development project or a community development project.

Disbursements from the Construction Fund for the costs of the Project shall be made by the Treasurer upon requisition of the Cabinet acting for the Commission stating the amount to be paid and the name of the person, firm or corporation to whom payment is due, and certifying that an obligation in the stated amount has been lawfully incurred and that the same is a proper charge against the cost of the Project and from the proceeds of the Bonds; provided, that each such requisition for matters under the supervision of the Architect-Engineer shall be predicated on a certificate of the Architect-Engineer in charge of the construction and acquisition of the Project, certifying that the amount of the disbursement is then due and unpaid and that, insofar as such obligation for payment was incurred for work, materials, supplies or equipment in connection with the Project, such work was actually performed or such materials, supplies or equipment were actually installed in or about the Project or delivered at the site of the work for that purpose or delivered for fabrication at a place approved by the Architect-Engineer and responsive to the approved plans and specifications for the Project

Section 5.08 Investment of Funds. Moneys from time to time in any Fund or Account, pending disbursement for the purposes of each Fund and Account, shall be invested or reinvested from time to time upon the written order of the Commission in Investment Obligations. The

21 4827-1178-1819.2

Trustee shall only be responsible for investing amounts held by it. Unless otherwise directed, in writing, by the Commission moneys held by the Trustee shall be invested by the Trustee in accordance with the standing instructions delivered to the Trustee on the date the Bonds are issued. The Trustee shall be fully protected in relying on the investment directions it receives as to the suitability and legality of such directed investments.

Investments of moneys held in each Fund and Account shall be made pursuant to the Commission’s written instruction so as to make cash available in each Fund or Account for disbursement as and when required for the purposes of such Fund or Account.

The Trustee shall be entitled to rely on all written investment instructions provided by the Commission hereunder and shall have no duty to monitor the compliance thereof with the restrictions set forth herein. The Trustee shall have no responsibility or liability for any depreciation in value of any investment or for any loss, direct or indirect, resulting from any investment made in accordance with the written instructions of the Commission. Although the Commission recognizes that it may obtain brokerage confirmations or written statements containing comparable information at no additional cost, the Commission agrees that confirmations are not required to be issued by the Trustee for each month in which a monthly statement of investments is provided to it. No statement needs to be provided, however, for any Fund and Account for any month in which no investment activity occurred during such month in such Fund and Account.

ARTICLE VI

SPECIAL COVENANTS

Section 6.01 Covenant to Confer with Appropriate Officials Concerning Budget. The Commission covenants that it will, in ample time prior to the beginning of (i) the fiscal year of the Commonwealth begininning on July 1, 2021 and ending on June 30 of 2022 and (2) each fiscal biennium of the Commonwealth thereafter, confer with the proper officials of the Cabinet or the applicable State Agency to induce the Cabinet or the applicable State Agency to include in their respective budgets and fiscal plans such provisions and arrangements as may be required and appropriate to enable the Cabinet or the applicable State Agency to continue to make the rental payments prescribed under the Lease and the Sublease during such period for the continued lease, sublease and use of the Project.

Section 6.02 Covenant to Enforce Lease. The Commission covenants that so long as any of the Bonds are Outstanding, it will continuously enforce the Lease to the maximum extent permitted by law, and will not consent to any modification of the Lease which would in any particular manner impair the security created for the owners of the Bonds under the Lease and this Bond Resolution.

Section 6.03 Covenant Against Sale, Mortgage or Disposition of Project. The Commission covenants that, as long as the Bonds shall be Outstanding, it will not sell, mortgage or make any other disposition or permit or cause the sale, mortgage or other disposition of all or any part of the Project, except to the extent the Commission shall determine the same to be no longer useful, or to have become inefficient by reason of depreciation or obsolescence, in any of

22 4827-1178-1819.2

which events the Commission shall cause substitute facilities to be provided as a part of the Project in such manner as to preserve the usefulness and operating efficiency of the Project at all times. I n the event the Commission shall determine that properties constituting part of the Project are no longer useful, and need not be replaced, any proceeds derived from the sale or other disposition thereof shall be applied as in the case of other moneys in the Bond Service Fund.

Anything in this Bond Resolution or the Lease notwithstanding, the Commission may, in its sole discretion, change, substitute or otherwise modify components of the Project, including economic development projects and community development projects, so long as all Bond proceeds are applied to facilities, payments or undertakings which are included in and subject to rental payments under the Lease such that the rental payments thereunder will be sufficient to pay the principal of, premium, if any, and interest on the Bonds; provided, that any such change, substitution or modification shall not cause the Commission to be in violation of Article VII of this Bond Resolution.

Section 6.04 Right Reserved to Erect Other Independently Financed Structures on Same Sites. The right is expressly reserved to erect or construct upon the site of any portion of the Project other independently financed facilities, free and clear of any claim of the owners of the Bonds, which other independently financed facilities may or may not have a party wall (or walls) with such portion of the Project; provided, that the necessary easements for ingress, egress, sewage lines, septic tank lines and other utility lines shall be deemed to exist and continue to exist for all facilities, improvements and additions financed or refinanced by the Bonds or other bonds.

In connection with the construction of a new addition or additions or a new building or buildings, the Commission shall have the right to make sufficient connecting passageways between an existing portion of the Project, and such new addition or additions of such new building or buildings through existing walls of such existing portion of the Project so long as such existing portions of the Project are not damaged, except for the making of such passageways, and so long as the structural support for such existing portion of the Project is sufficiently maintained.

In connection with the construction of a new addition or additions or a new building or buildings, any part of the original Project may be moved and relocated on land which continues to be a part of the original Project, if it is desired to construct such new addition or additions or such new building or buildings where such facilities to be moved are located or if such moving or relocation is necessary in order to use properly such facilities in connection with the Project or such new addition or additions or such new building or buildings. Without limiting the generality of the foregoing, such parts of the Project shall include the relocation of parking areas, roadways and utilities, if equivalent parking areas, roadways and utilities are provided for the use of the Project.

ARTICLE VII

Section 7.01 Tax Covenants.

23 4827-1178-1819.2

(a) In this Section 7.01, unless a different meaning clearly appears from the context:

(i) reference to a provision of the Code by number or letter includes reference to any law hereafter enacted as an amendment to or substitution for such provision; and

(ii) words which are used herein and in the Code shall have the meaning given to such words in or pursuant to the Code.

(b) The Commission shall at all times do and perform all acts and things permitted by law and necessary or desirable in order to assure that the interest paid by the Commission on the Bonds shall, for the purposes of federal income taxation, be excludible from gross income of the owners of such Bonds.

(c) The Commission shall not permit at any time or times any of the proceeds of the Bonds to be used to acquire or to replace funds which were used directly or indirectly to acquire any securities or obligations which are “higher yielding investments,” the acquisition of which would cause any such Bond to be an “arbitrage bond,” as defined in Section 148(a) of the Code.

(d) In order to assure compliance with this Section 7.01, thereby better securing and protecting the owners of the Bonds, the Commission from the date of adoption of this Bond Resolution covenants that it will not:

(i) make or cause to be made any investment of Bond proceeds that produces a yield in excess of such applicable maximum yield as may be permitted by the Code; and

(ii) invest or cause the Trustee (or the Cabinet, as the case may be) to, and the Trustee (or the Cabinet, as the case may be) shall not, independent of any direction of the Commission, invest money in any fund or account created by this Bond Resolution in investment obligations that produce a yield in excess of such applicable maximum yield as may be permitted by the Code.

(e) The Commission further covenants that prior to the issuance of any of the Bonds and as a condition precedent to such issuance, the Commission and the Cabinet shall certify by issuance of a certificate by an authorized officer having responsibility for the receipt, disbursement, use and investment of the proceeds of such Bonds that, on the basis of the facts, estimates and circumstances in existence on the date of the issuance of the Bonds it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be “arbitrage bonds,” within the meaning of Section 148 of the Code.

(f) The Commission further covenants that there shall be paid from time to time all amounts required to be rebated to the United States of America pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applicable to the Bonds from time to time. This covenant shall survive payment in full or defeasance of the Bonds. The Commission specifically covenants to pay or cause

24 4827-1178-1819.2

to be paid to the United States of America at the times and in the amounts determined under Section 7.02 hereof the Rebate Amounts, as described in the Tax Agreement. The Trustee agrees to reasonably comply with all instructions of the Commission given in accordance with the Tax Agreement.

Notwithstanding any provision of this Section 7.01, if the Commission shall provide to the Trustee an opinion of nationally recognized bond counsel to the effect that any action required under this Section 7.01 and Section 7.02 is no longer required, or to the effect that some other action is required, to maintain the exclusion of the interest on the Bonds from gross income of the owners of the Bonds for federal income tax purposes, the Commission and the Trustee may rely conclusively on such opinion in complying with the provisions of this Article VII.

Section 7.02. Rebate Fund. There is hereby created by the Commission a fund separate from any other fund or account established and maintained hereunder or under any laws governing the creation and use of funds by the Commission designated as the Project No. 124 Rebate Fund which fund shall be held by the Trustee as a trust fund. There shall be established such subaccounts, and be deposited by the Commission in the Rebate Fund and such subaccounts, such amounts as are required to be deposited therein pursuant to the Tax Agreement. All money at any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent required to satisfy any rebate liability (as specified in the Tax Agreement), for payment to the United States of America, and neither the Commission nor the owner of any Bonds shall have any rights in or claim to such money on deposit in the Rebate Fund. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section 7.02, by Section 7.01 hereof and by the Tax Agreement (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions if it follows the directions of the Commission including supplying all necessary information in the manner provided in the Tax Agreement, and shall have no liability or responsibility to enforce compliance by the Commission with the terms of the Tax Agreement.

Computations of any rebate liability shall be furnished by or on behalf of the Commission in accordance with the Tax Agreement.

The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section 7.02, other than from moneys held in the Rebate Fund and in the Funds and Accounts created under this Bond Resolution or from other moneys provided to it by the Commission.

The Trustee shall invest all amounts held in the Rebate Fund, subject to the restrictions set forth in this Bond Resolution for investments in the Funds and Accounts and in the Tax Agreement. The Trustee shall retain all earnings (calculated by taking into account net gains or losses on sales or exchanges and taking into account amortized discount or premium as a gain or loss, respectively) on investments held in the Rebate Fund.

Upon receipt of the written directions of the Commission, the Trustee shall remit part or all of the balance in the Rebate Fund to the United States of America, as so directed. In addition, if the Commission so directs, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund into such Funds and Accounts as directed by the written directions of the

25 4827-1178-1819.2

Commission. Any funds remaining in the Rebate Fund after redemption and payment of all of the Bonds and payment and satisfaction of any rebate liability, or provision made therefor satisfactory to the Trustee shall be withdrawn and remitted to the Commission.

Notwithstanding any other provision of this Bond Resolution, the obligation to pay any rebate liability to the United States of America and to comply with all other requirements of this Section 7.02, Section 7.01 hereof and the Tax Agreement shall survive the payment in full or defeasance of the Bonds.

The Rebate Fund shall not be part of the Funds and Accounts pledged to the security of the Bonds under this Bond Resolution.

ARTICLE VIII

DEFAULT AND REMEDIES

Section 8.01 Events of Default; Acceleration of Due Date. Each of the following events is hereby defined as and shall constitute an “event of default” under this Bond Resolution:

(a) Default in the due and punctual payment of the interest on any Bond;

(b) Default in the due and punctual payment of the principal of or premium, if any, on any Bond at maturity or upon redemption prior to maturity; or

(c) Default in the performance or observance of any other of the covenants, agreements or conditions on the part of the Commission in this Bond Resolution or in the Bonds contained, and the continuance thereof for a period of thirty (30) days after written notice given by the Trustee to the Commission or by the owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding to the Commission and the Trustee; provided, however, that if such event of default can, in the opinion of the Trustee, be corrected but not within such period, it shall not constitute an event of default hereunder if corrective action is instituted by the Commission within such period and diligently pursued until the event of default no longer exists.

Upon the happening and continuance of any event of default specified in clause (a) or clause (b) of this Section 8.01, unless the principal of all the Bonds shall have already become due and payable, either (i) the Trustee (by notice in writing to the Commission), or (ii) the owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding (by notice in writing to the Commission and the Trustee) may declare the principal of all the Bonds then Outstanding and the interest accrued thereon to be due and payable immediately, and upon any such declaration the same shall become and be immediately due and payable, anything in this Bond Resolution or the Bonds contained to the contrary notwithstanding. The right of the Trustee or of the owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding to make any such declaration as aforesaid, however, is subject to the condition that if, at any time after such declaration, all overdue installments of interest upon the Bonds and the principal of all Bonds which shall have matured by their terms, together with the reasonable and proper charges, expenses and liabilities of the Trustee, shall either be paid by or for the account of the Commission or provision satisfactory to the Trustee shall be made for such payment, then and in every such

26 4827-1178-1819.2

case any such default and its consequences shall ipso facto be deemed to be annulled, but no such annulment shall extend to or affect any subsequent default or impair or exhaust any right or power consequent thereon.

Section 8.02 Enforcement of Remedies. Upon the happening and continuance of any event of default hereunder, then and in every case the Trustee may proceed, and upon the written request of the owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding, subject to its right to be indemnified to its satisfaction, shall proceed, to protect and enforce its rights and the rights of the owners of the Bonds under the Kentucky Revised Statutes and under this Bond Resolution forthwith by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board or officer having jurisdiction, whether for the specific performance of any covenant or agreement contained in this Bond Resolution or in aid of the execution of any power granted herein or in the Kentucky Revised Statutes or for the enforcement of any legal or equitable rights or remedies as the Trustee, being advised by its counsel, shall deem most effectual to protect and enforce such rights or to perform any of its duties under this Bond Resolution.

In the enforcement of any right or remedy under this Bond Resolution or under law, the Trustee shall be entitled to sue for, enforce payment on and receive any or all amounts then or during the continuance of any event of default hereunder becoming, and at any time remaining, due from the Commission, for principal, interest or otherwise under any of the provisions of this Bond Resolution or of the Bonds, and unpaid, with interest on overdue payments at the rate or rates of interest borne by the Bonds then Outstanding, to the extent permitted by law, together with any and all costs and expenses of collection and of all proceedings under this Bond Resolution and under the Bonds, without prejudice to any other right or remedy of the Trustee or of the owners of the Bonds, and to recover and enforce any judgment or decree against the Commission, but solely as provided in this Bond Resolution and in the Bonds, for any portion of such amounts remaining unpaid, with interest, costs and expenses, and to collect (but solely from the moneys in the Funds and Accounts, other than the Rebate Fund) in any manner provided by law, the moneys adjudged or decreed to be payable.

Regardless of the happening of an event of default hereunder, if requested in writing to take any action under this Bond Resolution or the Bonds by the owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding, the Trustee shall not have any duty to act until it is furnished with indemnification as described in Section 9.02 of this Bond Resolution. The Trustee may institute and maintain such suits and proceedings as it may be advised shall be necessary or expedient to prevent any impairment of the security under this Bond Resolution or the Bonds by any acts which may be unlawful or in violation of this Bond Resolution, and such suits and proceedings as the Trustee may be advised shall be necessary or expedient to preserve or protect its interests and the interests of the owners of the Bonds; provided, that such request shall not be otherwise than in accordance with the provisions of law and of this Bond Resolution, and shall not be unduly prejudicial to the interests of the owners of the Bonds not making such request.

Section 8.03 Appointment of Receiver. Upon the occurrence of an event of default in clause (a) or clause (b) of Section 8.01 hereof, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the owners of the Bonds under this Bond Resolution or the Bonds, the Trustee shall be entitled to the appointment of a receiver

27 4827-1178-1819.2

to administer the Project or any portion thereof on behalf of the Commission, with power to charge and collect rent sufficient to provide for the payment of the principal of, premium, if any, and interest on the Bonds then Outstanding and for the payment of operating expenses, if necessary, and to apply the income and revenues of the Project in conformity with this Bond Resolution.

Section 8.04 Application of Revenues and Other Moneys after Default. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of Article VIII hereof shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee, be deposited in the Bond Service Fund, and all moneys so deposited in the Bond Service Fund and available for payment of the Bonds shall be applied as follows:

(a) Unless the principal of all of the Bonds shall have become or have been declared due and payable,

First: To the payment to the persons entitled to all installments of interest then due on the Bonds, with interest on overdue installments at the rate or rates of interest borne by the Bonds Outstanding, to the extent permitted by law, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; and

Second: To the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of the Bond Resolution), in the order of their due dates, with interest on such Bonds, at the rate or rates expressed thereon, from the respective dates upon which they become due and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege.

(b) If the principal of all of the Bonds shall have become or have been declared due and payable, to the payment of the principal and interest (at the rate or rates expressed thereon) then due and unpaid upon the Bonds without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or preference.

Whatever moneys are to be applied pursuant to the provisions of this Section 8.04, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be a Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the

28 4827-1178-1819.2

amounts to be paid on such date shall cease to accrue. The Trustee shall give notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the owner of any unpaid Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Whenever all Bonds and the interest thereon have been paid under the provisions of this Section 8.04 and all fees, expenses and charges of the Trustee have been paid, any balance remaining in the Bond Service Fund shall be paid to or upon the order of the Commission.

Section 8.05 Majority of Bondholders Control Proceedings. Subject to the provisions of Section 9.02 hereof regarding indemnification of the Trustee, the owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Bond Resolution, or for the appointment of a receiver or any other proceedings hereunder; provided, that such direction shall not be otherwise than in accordance with the provisions of law and of this Bond Resolution.

Section 8.06 Individual Bondholder Action Restricted. No owner of any Bond shall have any right to institute any suit, action or proceeding in equity or at law for the enforcement of this Bond Resolution or for the execution of any trust hereof or for the appointment of a receiver or the enforcement of any other right under the Kentucky Revised Statutes, unless such owner shall have given to the Trustee written notice of the event of default or breach of trust or duty on account of which such suit, action or proceeding is to be taken, and unless the owners of not less than 25% in aggregate principal amount of the Bonds then Outstanding shall have made written request, accompanied by indemnity and security satisfactory to the Trustee, and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in its own name, and the Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its, his or their own name or names. It is understood and intended that no one or more owners of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the security of this Bond Resolution, by its, his or their action or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of the owners of all Bonds then Outstanding.

Nothing contained in this Bond Resolution or in the Bonds shall affect or impair the right of any owner of any Bond to the payment of the principal of and interest on such Bond at and after the maturity thereof, or the obligation of the Commission to pay the principal of, premium, if any, and interest on each of the Bonds to the respective owners thereof at the time and place, from the source and in the manner herein and in said Bonds expressed.

Section 8.07 Waivers of Events of Default. Prior to the declaration of acceleration of the maturity of the Bonds as provided in Section 8.01 hereof, the owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, or their attorneys-in-fact duly authorized, may on behalf of the owners of all of the Bonds waive any past default under this Bond Resolution and its consequences; provided, however, that there shall not be waived without the

29 4827-1178-1819.2

consent of the owners of all the Bonds then Outstanding (a) any event of default in the payment of the principal of any Outstanding Bonds, at the date of maturity specified therein, or (b) any event of default in the payment when due of the interest on any such Bonds, unless prior to such waiver all arrears of interest, with interest (to the extent permitted by law) at the respective rate or rates borne by the Bonds in respect of which such default shall have occurred on overdue installments of interest and principal and all expenses of the Trustee, in connection with such default shall have been paid or provided for, and in case of any such waiver, the Commission, the Trustee and the owners of the Bonds shall be restored to their former positions and rights hereunder respectively, but no such waiver shall extend to any subsequent or other default, or impair any right consequent thereon.

Section 8.08 Remedies Not Exclusive. No remedy by the terms of this Bond Resolution conferred upon or reserved to the Trustee or to the owners of the Bonds is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to any other remedy given under this Bond Resolution as now or hereafter existing at law or in equity or by statute.

Section 8.09 Delay or Omission. No delay or omission of the Trustee or of any owner of the Bonds to exercise any right or power arising upon any default shall impair any right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Article VIII to the Trustee and the owners of the Bonds, respectively, may be exercised from time to time and as often as may be deemed expedient by the Trustee or by the owners of the Bonds.

Section 8.10 Notice of Default. The Trustee shall as promptly as practicable mail to the Commission, and thirty (30) days after receipt of notice of any event of default mail to the owners of the Bonds, written notice of the occurrence of any event of default under this Bond Resolution. The Trustee shall not, however, be subject to any liability to any owner of any Bond by reason of its failure to mail any notice required by this Section 8.10.

ARTICLE IX

THE TRUSTEE

Section 9.01 Appointment and Acceptance of Duties of Trustee. The Trustee, as defined in Article I hereof, is hereby appointed as the Trustee; and it shall signify its acceptance of the duties and obligations imposed upon it by this Bond Resolution by executing the certificate of authentication on the Bonds.

Section 9.02 Responsibilities of the Trustee. The Trustee shall have no responsibility with respect to the validity of the Bonds hereby authorized or the legal sufficiency of the proceedings for their issuance. The Trustee shall not have any obligation, except as otherwise herein provided, to assure that any duties herein imposed upon the Commission or covenants or agreements herein contained on behalf of said Commission are performed. All compensation to the Trustee for services leading up to and including authentication of the Bonds may be paid from the proceeds of the Bonds. Compensation for any service, cost or expense, including the fees of

30 4827-1178-1819.2

its counsel, thereafter rendered or incurred by the Trustee, in its capacity as Trustee and Bond Registrar, shall be billed to and paid by the Commission from time to time.

Prior to the occurrence of an event of default hereunder and after the curing of any event of default hereunder, the Trustee shall have only the duties and responsibilities as specified in this Bond Resolution. The Trustee shall, during the existence of any such event of default (which shall not have been cured) exercise such rights and powers vested in it by this Bond Resolution and under such circumstances shall exercise its duties with the degree of care and skill a prudent person would exercise in the conduct of such person’s own affairs. No implied covenants shall be read in this Bond Resolution against the Trustee.

The Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds, with like effect as if it were not the Trustee.

The Trustee shall be protected and shall incur no liability in acting in good faith upon any resolution, notice, telegram, request, consent, certificate, affidavit, voucher, bond or other paper or document which it shall believe to be genuine and to have been passed or signed by the proper board or persons. The Trustee shall not be bound to recognize any person as an owner of any Bond or to take any action at such person’s request unless such Bond shall be submitted to the Trustee for inspection, if required, and title thereto established to the satisfaction of the Trustee, if disputed.

The Trustee may in relation to this Bond Resolution or the Lease act upon the opinion or advice of any attorney, accountant or other expert, whether retained by the Commission or by the Trustee, and shall not be responsible for anything suffered or done by it in good faith in accordance with any such opinion or advice. Upon written request of the Commission, the Trustee, not less than annually, shall make a written report to the Commission and to the Cabinet, which report shall list the Bonds then Outstanding and shall report in detail as to the payment of the principal of the Bonds when due, upon redemption prior to maturity or otherwise. If requested, said written reports shall be furnished not less than thirty (30) days prior to each July 1 so long as any Bonds remain Outstanding. The Commission and the Cabinet, in their discretion, may request the Trustee to furnish other reports.

The Trustee shall be under no obligation to institute any suit, or to take any remedial proceeding under this Bond Resolution or the Lease, or to enter any appearance or in any way defend in any suit in which it may be made defendant, or to take any steps in the execution of the trusts hereby created or in the enforcement of any rights and powers hereunder, until it shall be indemnified to its satisfaction against any and all fees, costs and expenses, outlays and counsel fees and other reasonable disbursements, and against all liability. The Trustee may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment proper to be done by it as Trustee without indemnity, and in such case the Commission shall reimburse the Trustee from the Revenues for all fees, costs and expenses, outlays and counsel fees and other reasonable disbursements properly incurred in connection therewith, as provided in Section 9.08 of this Bond Resolution.

No provision of this Bond Resolution shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing

31 4827-1178-1819.2

that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The permissive right of the Trustee to do things enumerated in this Bond Resolution shall not be construed as a duty and the Trustee shall only be answerable for its negligence or willful misconduct. The Trustee may perform any of its duties hereunder either directly or through agents, affiliates or attorneys and shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with reasonable care by it hereunder.

The Trustee shall not be required to take notice, and shall not be deemed to have notice, of any default or event of default hereunder, except events of defaults described in paragraphs (a) and (b) of Section 8.01 hereof, unless the Trustee shall be notified specifically of the default or event of default in a written instrument or document delivered to it by the Commission or by the holders of at least 25% of the aggregate principal amount of the Bonds then Outstanding; such notice and all other notices and instruments required by this Bond Resolution to be delivered to the Trustee must, in order to be effective, be delivered to the designated office of the Trustee responsible for the administration of this issue. In the absence of delivery of a notice satisfying those requirements, the Trustee may assume conclusively that there is no default or event of default except as noted above.

The Trustee makes no representation or warranty, express or implied, as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, merchantability or fitness for a particular purpose for the use contemplated by the Commission, the Cabinet or the State Agencies of the Project. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from this Bond Resolution for the existence, furnishing or use of the Project.

Any term of this Bond Resolution, the Lease, a Sublease or of any related document to the contrary notwithstanding, and notwithstanding an agreement of indemnity, the Trustee shall have no responsibility, obligation or duty to enter upon, or otherwise take possession or control of the Project, or take any other action which could constitute taking possession or control of the Project, until the Trustee shall be satisfied, in its sole discretion and determination, that neither it nor the trusts created hereby shall incur, by reason of such action, any personal liability under any federal or state law for hazardous wastes, hazardous materials or other environmental liabilities. If the Trustee believes it prudent or appropriate prior to taking any action with respect to possession or control of the Project, the Trustee may contract for, at the expense of the trusts created hereby, an environmental inspection of the Project.

The Trustee agrees to accept and act upon instructions or directions pursuant to this Bond Resolution sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that such instructions or directions shall be signed by a person as may be designated and authorized to sign for the Commission or in the name of the Commission, by an authorized representative of the Commission, and the Commission shall provide to the Trustee an incumbency certificate listing such designated persons, which incumbency certificate shall be amended whenever a person is to be added or deleted from the listing. If the Commission elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and

32 4827-1178-1819.2

compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The Commission agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 9.03 Remedies Vested in Trustee. All rights of action, including the right to file proof of claims under this Bond Resolution or under any of the Bonds, may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto and any such suit or proceeding instituted by the Trustee shall be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any owners of the Bonds, and any recovery of judgment shall, subject to the provisions of Section 8.04 hereof, be for the equal benefit of the owner(s) of the Outstanding Bonds.

Section 9.04 Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Bond Resolution due to any event of default, by the appointment of a receiver, by entry or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every case the Commission and the Trustee shall, subject to any determination in such proceeding, be restored to their former positions and rights hereunder with respect to the property herein conveyed, and all rights, remedies and powers to the Trustee shall continue as if no such proceedings had been taken.

Section 9.05 Trustee’s Rights and Remedies under the Lease. The Commission hereby gives, assigns and pledges to the Trustee and the owners of the Bonds, as additional security for the owners of the Bonds, the right and privilege, in addition to all other rights vested in and remedies available to the Trustee and the owners of the Bonds, to enforce, either jointly with the Commission or separately, the performance of the obligations of the Cabinet under the Lease. The Trustee covenants and agrees to proceed in enforcing such rights, as herein provided, subject to its right to be indemnified to its satisfaction.

Section 9.06 Notice of Default. In the event of any default hereunder, the Trustee will promptly give written notice thereof to the Commission setting forth the nature of such default.

Section 9.07 No Obligation to Insure Project. The Trustee shall be under no obligation to effect or maintain insurance or to renew any policies of insurance or to inquire as to the sufficiency of any policies of insurance carried by the Commission, the Cabinet or any State Agency with respect to the Project, or to report, or make or file claims or proof of loss for, any loss or damage insured against or which may occur, or to keep itself informed or advised as to the payment of any taxes or assessments, if any, or to require any such payment to be made with respect to the Project. The Trustee shall have no responsibility in respect of, the validity or sufficiency of this Bond Resolution or the Lease or the due execution or acknowledgment thereof, or in respect of the validity of the Bonds or with respect to any information, statement or recital in any offering document or disclosure material, or the due execution or issuance of the Bonds, other than the execution of the certificate of authentication of the Trustee endorsed on the Bonds. The Trustee shall be under no obligation to see that any duties herein or in the Lease imposed upon the Commission, the Cabinet or any State Agency or any party other than itself, or any covenants herein or therein contained on the part of any party other than itself be done or performed, and the

33 4827-1178-1819.2

Trustee shall be under no obligation for failure to see that any such duties or covenants are done or performed.

Except for its certificate of authentication on the Bonds, the Trustee shall not be responsible for any recital therein or in the Bonds, or for the priority, recording or re-recording, filing or re-filing of this Bond Resolution, the Lease or any instrument of further assurance, or any financing statements, amendments thereto or continuation statements.

The Trustee shall not be liable or responsible because of the failure of the Commission, the Cabinet or any State Agency or any of the employees or agents thereof to make any collections or deposits or to perform any act herein required of the Commission, the Cabinet or any State Agency or because of the loss of any moneys arising through the insolvency or the act, default or omission of any other depositary in which such moneys shall have been deposited under the provisions of this Bond Resolution. The Trustee shall not be responsible for the application of any of the proceeds of the Bonds or any other moneys deposited with it and paid out, withdrawn or transferred hereunder, if such application, payment, withdrawal or transfer shall be made in accordance with the provisions of this Bond Resolution. The immunities and exemptions from liability of the Trustee hereunder shall extend to its directors, officers, employees and agents.

Section 9.08 Compensation and Indemnification of Trustee. The Commission will pay the fees of the Trustee upon the issuance of the Bonds. In the event that a successor Trustee is appointed pursuant to Section 9.09 hereof, the Trustee shall pay to the successor Trustee a pro rata share of such fees paid to the Trustee by the Commission (or such lesser amount as shall be acceptable to the successor Trustee). Subject to the provisions of any contract between the Commission and the Trustee relating to the compensation of the Trustee, to the extent permitted by law, the Commission shall, from the Revenues, pay to the Trustee all of its reasonable expenses, charges and other disbursements and those of its attorneys, agents and employees incurred in and about the administration and execution of the trusts hereby created and the performance of its powers and duties hereunder, and, from the Revenues only, shall indemnify and save the Trustee harmless against any claim, penalty, fine, damage, expense (including out-of-pocket and incidental expenses and fees and expenses of in-house and/or outside counsel), cost or liability which it may incur in the exercise and performance of its powers and duties under this Bond Resolution. If the Commission shall fail to make any payment required by this Section 9.08, the Trustee may make such payment from any moneys in its possession, other than the Rebate Fund, under the provisions of this Bond Resolution, and shall be entitled to a preference therefor, notwithstanding Section 5.03 hereof, over any of the Bonds Outstanding under this Bond Resolution. To the extent permitted by law, the indemnifications of the Trustee provided in this Bond Resolution shall survive the termination or expiration of this Bond Resolution, the payment in full of the Bonds or the sooner resignation or removal of the Trustee and shall inure to the benefit of the Trustee’s successors and assigns.

Section 9.09 Resignation or Discharge of Trustee; Successor Trustees. The Trustee may resign and thereby become discharged from the trusts hereby created by notice in writing given to the Commission and to all owners of the Bonds, by first class mail, postage prepaid, at least thirty (30) days prior to the effective date of such resignation, provided that such resignation shall take effect only upon the appointment of a successor Trustee, and, provided further, such resignation

34 4827-1178-1819.2

shall take effect immediately upon the appointment of a successor Trustee if such successor Trustee be appointed and qualified before the time limit established by such notice.

The Trustee may be removed at any time at the written request of the Commission or by an instrument in writing signed by the owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, but such removal shall not be effective until a successor Trustee shall be appointed pursuant to this Bond Resolution.

In case at any time the Trustee shall resign, be removed, be dissolved or otherwise become incapable of acting or the offices of the Trustee shall be taken over by any governmental office or board, or if the position of the Trustee shall become vacant for any reason, a successor shall be appointed by the Commission; and unless such appointment be made within thirty (30) days after such resignation, removal, dissolution or incapacity shall have occurred, the owners of a majority in aggregate principal amount of the Bonds then Outstanding may make such appointment by an instrument or concurrent instruments in writing signed by any such owners of the Bonds and filed with the Commission, or the Trustee may petition a court of competent jurisdiction for the appointment of a successor trustee. Any Trustee hereafter appointed shall (i) be a trust company or bank in good standing having trust powers, authorized to do business and doing business in the Commonwealth and subject to examination by a federal or state authority, (ii) have a reported combined surplus and capital aggregating at least $75,000,000, and (iii) have substantial prior experience as a trustee for the benefit of municipal bondowners. The Commission shall provide notice as soon as practicable of any change in the Trustee to all owners of the Bonds in the same manner as required in the first paragraph of this Section 9.09 and Bonds re-registered or re-issued thereafter shall be altered or shall contain a legend identifying such successor Trustee.

Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Commission an instrument in writing accepting such appointment hereunder, and thereupon such successor Trustee, without any further act shall become fully vested with all the rights, immunities, powers, trusts, duties and obligations of its predecessor, but such predecessor shall, nevertheless, on the written request of the Commission, or of its successor, execute and deliver any instrument transferring to such successor Trustee all the rights, powers and duties of such predecessor hereunder, every predecessor Trustee shall deliver all securities, moneys, documents and records held by it to its successor; provided, however, that before any such delivery is required or made, all fees and expenses of such predecessor shall be paid in full. Should any instrument in writing from the Commission be required by any successor Trustee for more fully and certainly vesting in such Trustee the rights, powers and duties hereby vested or intended to be vested in the predecessor Trustee, any such instrument in writing shall and will on request be executed, acknowledged and delivered by the Commission.

Any corporation, association or other entity into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or otherwise transfer all or substantially all of its corporate trust assets and businesses or any corporation, association or other entity resulting from any such conversion, sale, merger consolidation or other transfer to which it is a party, ipso facto, shall be and become successor Trustee hereunder, as applicable, vested with all other matters as was its predecessor, without the execution or filing of any instrument or any further act on the part of the parties hereto, notwithstanding anything herein to the contrary.

35 4827-1178-1819.2

ARTICLE X

MISCELLANEOUS

Section 10.01 Provisions of the Bond Resolution are Severable. In case any one or more of the provisions of this Bond Resolution or of the Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this Bond Resolution or of the Bonds, but this Bond Resolution and the Bonds shall be construed and enforced as if such illegal or invalid provisions had not been contained herein or therein. In the event any court of competent jurisdiction adjudicates that any representation, covenant or undertaking of the Commission or the Cabinet, as set forth in the Bonds, in this Bond Resolution, the Lease or a Sublease, would cause the Bonds to be invalid or constitute an unlawful general indebtedness of the Commonwealth, then such representation, covenant or undertaking shall be thereby stricken, omitted and eliminated without thereby otherwise affecting the validity or enforceability of the Bonds.

Section 10.02 This Bond Resolution is a Contract; May be Amended; Procedure for Amending. The provisions of this Bond Resolution shall constitute a contract between the Commission and the owners of the Bonds, and after the issuance of any of the Bonds no change or alteration of any kind in the provisions hereof may be made, except as provided in this Section 10.02.

If it shall appear desirable and to the advantage of both the Commission and the owners of the Bonds, the Commission shall adopt a resolution (a “Supplemental Resolution”) altering or amending this Bond Resolution, but providing therein that the Supplemental Resolution shall not become effective unless and until (a) it has had the approval of the owners of the Bonds as hereinafter set out and (b) to the extent such Supplemental Resolution impacts or changes Trustee’s duties or otherwise increases Trustee’s risk, it has been approved by the Trustee. Immediately upon adoption of a Supplemental Resolution, a copy of the Supplemental Resolution (or brief summary thereof or reference thereto in form approved by the Trustee), together with a request to the owners of the Bonds for their consent thereto in form satisfactory to the Trustee, shall be mailed by the Commission to the owners of the Bonds promptly after adoption. A Supplemental Resolution shall not be effective unless and until there shall have been filed with the Trustee (i) the written consents of the owners of at least sixty six and two-thirds percent (66-2/3%) of the aggregate principal amount of the Bonds then Outstanding, and (ii) an opinion of counsel to the Commission stating that such Supplemental Resolution has been duly and lawfully adopted by the Commission in accordance with the provisions of this Bond Resolution, and is valid and binding upon the Commission and enforceable in accordance with its terms. Any such consent shall be binding upon the owner of the Bonds giving such consent and upon any subsequent owner of such Bonds and of any Bonds issued in exchange therefor (whether or not such subsequent owner thereof has notice thereof), unless such consent is revoked in writing by the owner of such Bonds giving such consent or a subsequent owner thereof by filing with the Trustee, prior to the time when the written statement of the Trustee to the Commission provided in this Section 10.02 is filed, such revocation. At any time after the owners of the required percentage of Bonds shall have filed their consent to a Supplemental Resolution, the Trustee shall make and file with the Commission a written statement that the owners of such required percentage of Bonds have filed such consents. Such written statement shall be conclusive that such consents have been so filed.

36 4827-1178-1819.2

At any time thereafter, notice, stating in substance that the Supplemental Resolution (which may be referred to as a Supplemental Resolution adopted by the Commission on a stated date, a copy of which is on file with the Trustee) has been consented to by the owners of the required percentage of the aggregate principal amount of the Outstanding Bonds and will be effective as provided in this Section 10.02, shall be given to the owners of the Bonds by the Commission by mailing such notice, not more than ninety (90) days after the owners of the required percentage of Bonds shall have filed their consents to the Supplemental Resolution and the written statement of the Trustee hereinabove provided for is filed. The Commission shall file with the Trustee proof of the mailing of such notice. A transcript, consisting of the papers required or permitted by this Section 10.02 to be filed with the Trustee, shall be proof of the matters therein stated.

Notwithstanding the foregoing, no such modifications, alterations or amendments shall be made which will (a) permit an extension of the time of payment at maturity of the principal of, premium, if any, or interest on any Bond, or a reduction in the amount of principal or premium, if any, or the rate of interest thereon without the written consent of the owner thereof, or (b) reduce the percentage of the owners of the Bonds required by the provisions of this Section 10.02 for the taking of any action under this Section 10.02 without the consent of all such owners.

In addition to the foregoing, the Commission and the Trustee may, without regard to the provisions hereinabove set forth in this Section 10.02, make any amendment or change herein (i) to cure any formal defect or ambiguity if, in the opinion of nationally recognized bond counsel selected by the Commission, such amendment or change is not materially adverse to the interest of the owners of the Bonds, (ii) to grant to or confer upon the Trustee for the benefit of the owners of the Bonds any additional rights, remedies, powers, authority or security which may lawfully be granted or conferred and which are not contrary to or inconsistent with this Bond Resolution as theretofore in effect, (iii) to permit the Trustee to comply with any obligations imposed on it by law, (iv) to achieve compliance of this Bond Resolution with any federal tax law, (v) to maintain or improve any rating on the Bonds, (vi) to provide for the issuance of Additional Bonds, or (vii) which in the opinion of nationally recognized bond counsel selected by the Commission will not materially adversely affect the rights of the owners of the Bonds. The Commission may adopt Supplemental Resolutions to accomplish the foregoing.

The Trustee shall be entitled to receive, and shall be fully protected in relying upon, the opinion of any counsel approved by it as conclusive evidence that (i) any proposed supplement or amendment to this Bond Resolution complies with the provisions of this Bond Resolution, (ii) it is proper for the Trustee to join in the execution of such amendment or supplement under the provisions of this Article and (iii) if applicable, is not materially adverse to the interests of the owners of the Bonds.

Section 10.03 Discharge of Bond Resolution. If the Commission shall pay or cause to be paid, or there shall otherwise be paid, to the owners of all Bonds the total principal and interest due or to become due thereon, including premium, if applicable, at the times and in the manner stipulated therein and in this Bond Resolution, and any other moneys due according to this Bond Resolution, then the pledge of Revenues under this Bond Resolution, and all covenants, agreements and other obligations of the Commission to the owners of the Bonds, shall thereupon cease, terminate and become void and be discharged and satisfied. In such event, the Trustee, upon the request of the Commission, shall execute and deliver to the Commission all such

37 4827-1178-1819.2

instruments as may be desirable to evidence such discharge and satisfaction, and the Trustee shall pay over and deliver to the Commission or to its order all moneys or securities held by them pursuant to this Bond Resolution which are not required for the above stated purposes.

Whenever there shall be held by the Trustee in the Bond Service Fund or an escrow fund established for such purpose, either (a) moneys in an amount which shall be sufficient, or (b) Defeasance Obligations (as defined below) the principal of and interest on which when due (without consideration of reinvestment income) will provide moneys which, together with other moneys, if any, then on deposit in the Bond Service Fund or such escrow fund, shall be sufficient, as set forth in a verification report from a firm of independent certified public accountants, to pay when due the principal of, interest and redemption premium, if applicable, on the Bonds or any part thereof to and including the date upon which the Bonds or any of them will be redeemed in accordance with this Bond Resolution, or the maturity date or dates thereof, as the case may be, then and in any of said events all such Bonds shall be deemed to have been paid within the meaning and with the effect expressed in this Section 10.03, and the Trustee shall and is hereby irrevocably instructed to give notice thereof to the owners of the Bonds by first class mail, postage prepaid, such notice to contain a statement that the cash and obligations as provided above are held in the Bond Service Fund or such escrow fund, that such Bonds are deemed to have been paid in accordance with this Section 10.03, and a statement of the maturities or redemption date or dates upon which the moneys are or will become available for the payment of the amounts due.

Neither such obligations or the moneys held in the Bond Service Fund, or an escrow fund established for such purpose, pursuant to this Section 10.03, nor principal or interest payments on any such obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal, interest and redemption premium, if applicable, on the Bonds; provided, that any cash received from such principal or interest payment on such investments if not then needed for such purpose, shall, to the extent practicable, be reinvested pursuant to in the same manner, in other Defeasance Obligations maturing at times and in amounts sufficient to pay when due the principal, interest and redemption premium, if applicable, on the Bonds to and including such redemption date or maturity date thereof, as the case may be.

For purposes of this Section 10.03, “Defeasance Obligations” shall mean the following:

(a) non-callable direct obligations of the United States of America, non-callable and non prepayable direct federal agency obligations the timely payment of principal of and interest on which is fully and unconditionally guaranteed by the United States of America, non-callable direct obligations of the United States of America which have been stripped by the United States Treasury itself or by any Federal Reserve Bank (not including “CATS, “TIGRS” and “TRS” unless the Commission obtains a confirmation that the Bonds defeased thereby shall be assigned a rating equivalent to the rating assigned to obligations pledging the full faith and credit of the United States by S&P Global Inc., a New York corporation (“S&P”) and Moody’s Investors Service, Inc., a Delaware corporation (“Moody’s”) (as each term is hereinafter defined) with respect thereto) and the interest components of REFCORP bonds for which the underlying bond is non-callable (or non-callable before the due date of such interest component) for which separation of principal and interest is made by request to the Federal Reserve Bank of New York in book entry form, and shall exclude investments in mutual funds and unit investment trusts;

38 4827-1178-1819.2

(b) non-callable obligations, timely maturing and bearing interest, to the extent that the full faith and credit of the United States of America are pledged to the timely payment thereof;

(c) certificates assigned a rating equivalent to the rating assigned to obligations pledging the full faith and credit of the United States at the time of purchase by S&P, Moody’s and Fitch Ratings Inc., a New York corporation (“Fitch”) (if rated by Fitch) evidencing ownership of the right to the payment of the principal of and interest on obligations described in clause (b), provided that such obligations are held in the custody of a bank or trust company satisfactory to the Trustee, including the Trustee or any of its affiliates, in a segregated trust account in the trust department separate from the general assets of such custodian;

(d) bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (i) which are not callable at the option of the obligor or otherwise prior to maturity or as to which irrevocable notice has been given by the obligor to call such bonds or obligations on the date specified in the notice, (ii) timely payment of which is fully secured by a fund consisting only of cash or obligations of the character described in clause (a), (b) or (c) which fund may be applied only to the payment when due of such bonds or other obligations, and (iii) assigned a rating equivalent to the rating assigned to obligations pledging the full faith and credit of the United States at the time of purchase by S&P, Moody’s and Fitch (if rated by Fitch).

Section 10.04 Compliance with KRS 58.020. It is acknowledged that according to the provisions of 58.020 of the Kentucky Revised Statutes, it is required that prior to the borrowing of money and the issuance of bonds by the Commission under Chapter 58 of the Kentucky Revised Statutes on behalf of any agency of the Commonwealth, there shall be filed with the Secretary of State of the Commonwealth a written order in respect of such financing, approved by the Governor, the Attorney General, and the Secretary of the Cabinet, setting forth certain material facts as described in 58.020 of the Kentucky Revised Statutes. Inasmuch as this Bond Resolution will embody and include all such requirements, the Secretary of the Commission shall file signed or authenticated copies of this Bond Resolution in the office of the Secretary of State prior to the issuance of the Bonds, which is declared to and shall constitute compliance with such statutory requirements.

The Commission hereby approves the issuance of the Bonds and the Project for all purposes of the Kentucky Revised Statutes, including, but not limited to, Chapter 154 of the Kentucky Revised Statutes, if applicable, the Budget Act and the Act. The Commission further acknowledges that all consents or approvals required to be given by the Commission under the provisions of the Kentucky Revised Statutes prior to the undertaking of any act by a State Agency including, but not limited to, Chapter 154 of the Kentucky Revised Statutes, if applicable, the Budget Act and the Act, were duly and timely given prior thereto, as and to the extent required by law.

39 4827-1178-1819.2

Section 10.05 Execution of Bond Resolution. This Bond Resolution has been executed for and on behalf of the Cabinet in order to evidence approval by the Cabinet of the provisions hereof and the obligations of the Cabinet under this Bond Resolution.

Section 10.06 Superseder of Conflicting Bond Resolutions. All resolutions or parts thereof in conflict with the provisions of this Bond Resolution, if any, are to the extent of such conflict hereby superseded.

Section 10.07 Bond Resolution Effective Immediately. This Bond Resolution shall be effective immediately following its adoption.

Section 10.08 Parties Interested Herein. Nothing in this Bond Resolution, expressed or implied, is intended nor shall be construed to confer upon, or to give to any person or entity, other than the Commission, the Trustee, the paying agent, if any, and the owners of the Bonds, any right, remedy or claim under or by reason of this Bond Resolution or any covenant, condition or stipulation hereof, and all covenants, stipulations, promises and agreements in this Bond Resolution contained by and on behalf of the Commission shall be for the sole and exclusive benefit of the Commission, the Trustee, the paying agent, if any, and the owners of the Bonds.

Section 10.09 Notices. For purposes of transmitting notices and other communications to the Commission and the Trustee under this Bond Resolution, such notices are to be transmitted to the applicable party at the address below, or at such other address as may have been given by notice to the other party:

If to the Commission:

State Property and Buildings Commission Office of Financial Management 702 Capital Avenue, Room 76 Frankfort, KY 40601 Attention: Secretary to the Commission Telephone: (502) 564-2924 Telecopier: (502) 564-7416

If to the Trustee:

[________________] [________________] [________________] [________________] [________________]

4827-1178-1819.2

ADOPTED BY THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY at a properly convened meeting of the Commission held on May 18, 2020.


By: Holly M. Johnson

Executive Director of the Commission ATTEST:

Ryan Barrow, Secretary of the Commission APPROVED:

FINANCE AND ADMINISTRATION CABINET OF THE COMMONWEALTH OF KENTUCKY

By: Holly M. Johnson

Secretary of the Finance and Administration Cabinet of the Commonwealth of Kentucky

APPROVED AS TO FORM AND LEGALITY BY:

Executive Director Office of General Counsel

Finance and Administration Cabinet

4827-1178-1819.2

CERTIFICATION

The undersigned certifies that he is the duly appointed and acting Secretary of the State Property and Buildings Commission of the Commonwealth of Kentucky, that the foregoing resolution was duly adopted at a properly convened meeting of said Commission held on May 18, 2020, at which a quorum was present and acting throughout, that all actions taken in connection with said resolution were in compliance with the requirements of KRS 61.800, et seq., and that said resolution is now in full force and effect, all as appears from the official records of said Commission in my custody and under my control.

Witness my hand this ______ day of _________________, 2020.

Ryan Barrow, Secretary State Property and Buildings Commission

4827-1178-1819.2

CERTIFICATE OF FINANCE AND ADMINISTRATION CABINET REGARDING ISSUANCE OF BONDS

The Secretary of the Finance and Administration Cabinet of the Commonwealth of Kentucky (the “Cabinet”), as statutory head of said Cabinet, hereby acknowledges his approval and consent, and the approval and consent of said Cabinet, to the authorization and issuance of not to exceed $150,000,000 aggregate principal amount of Commonwealth of Kentucky, State Property and Buildings Commission Revenue Bonds, Project No. 124 Series A, in accordance with the foregoing Bond Resolution, finds that the costs of the Project shall be paid from such bonds, and hereby authorizes, ratifies and confirms the provisions of the foregoing Bond Resolution, and further acknowledges that all consents or approvals required to be given by the Cabinet prior to the undertaking of any act by a State Agency, were duly and timely given prior thereto as required by law, insofar as the same appertains to or comes within the jurisdiction, functions and powers of the Cabinet, or within the jurisdiction, functions and powers of the Secretary of the Cabinet.

Witness my hand this ___ day of ________________, 2020.

Holly M. Johnson Secretary of the Finance and Administration Cabinet of the Commonwealth of Kentucky

4827-1178-1819.2

EXHIBIT A

FORM OF BOND

NO. R-______ $_____________

UNITED STATES OF AMERICA COMMONWEALTH OF KENTUCKY

STATE PROPERTY AND BUILDINGS COMMISSION REVENUE BONDS

PROJECT NO. 124 SERIES A

Interest Rate Maturity Date Date of Original Issue CUSIP No. _______ 1, ____ _______, 2020 Registered Owner: Principal Amount:

KNOW ALL MEN BY THESE PRESENTS: that the Commonwealth of Kentucky (the “Commonwealth”), acting by and through the State Property and Buildings Commission of the Commonwealth of Kentucky (the “Commission”), an independent agency and public body corporate of the Commonwealth, for value received, hereby acknowledges itself obligated to, and promises to pay to, the Registered Owner identified above, or registered assigns, but only out of the special funds pledged for that purpose as hereinafter provided, and not otherwise, the Principal Amount identified above upon presentation and surrender hereof at the designated corporate trust office of [_________], [CITY], [STATE], as Trustee (the “Trustee”) (or at the designated corporate trust office of any successor Trustee appointed pursuant to the Bond Resolution hereinafter mentioned), on the Maturity Date specified above, and to pay interest, by check mailed to the Registered Owner hereof, from the same sources, on the unpaid balance of said Principal Amount from the date hereof at the Interest Rate per annum specified above, payable on the first days of May and November in each year, commencing on November 1, 2020, until payment of said Principal Amount or until the date fixed for redemption if this Bond is called for prior redemption and payment on such date fixed for redemption is provided for; provided, that upon request of a registered owner of at least $1,000,000 in aggregate principal amount of the Bonds (as hereinafter defined), all payments hereunder may be made by wire transfer upon delivery of the information required by the Bond Resolution.

This Bond is one of an issue of bonds of the Commission authorized by a resolution duly adopted by the Commission on May 18, 2020 (the “Bond Resolution”), aggregating [_______] Dollars ($[_______]) in aggregate principal amount and designated “Commonwealth of Kentucky, State Property and Buildings Commission Revenue Bonds, Project No. 124 Series A” (the “Bonds”) for the purpose of providing funds for financing certain public projects of the Commission (the “Project”) for various cabinets, departments and other agencies of the Commonwealth (each a “State Agency”) and to pay the related costs of issuance.

A-2 4827-1178-1819.2

The Bonds have been issued pursuant to the Constitution and the laws of the Commonwealth, particularly Chapter 56 and Sections 58.010 to 58.140 of the Kentucky Revised Statutes, as supplemented and amended (collectively, the “Act”). Neither this Bond nor the interest hereon shall constitute a debt or obligation of the Commonwealth, the Commission or any other agency or political subdivision of the Commonwealth, within the meaning of the Constitution and the laws of the Commonwealth, and neither the faith and credit nor the taxing power of any of the foregoing are pledged to the payment of the principal of, premium, if any, or interest on this Bond. The principal, interest and premium due, if any, on the Bonds are payable solely and only from a special fund created by the Bond Resolution and defined therein as the Project No. 124 Bond Service Fund (the “Bond Service Fund”), into which there shall be deposited the payments of the Finance and Administration Cabinet of the Commonwealth (the “Lessee”) under the Lease Agreement dated as of [CLOSING MONTH] 1, 2020, between the Commission, as lessor and the Lessee, as lessee (the “Lease”). Under the terms of the Lease, such obligations of the Lessee continue for a current term ending June 30, 2021. The Lessee is granted exclusive options to renew the Lease (i) for the period beginning July 1, 2021 and ending June 30, 2022, and (ii) thereafter, for successive ensuing renewal terms of two (2) years each until payment of the Bonds, and upon any such renewal the Lessee is obligated to pay rent for the renewal term, but the Lessee may by written notice elect, prior to the beginning of a renewal term, not to renew the Lease. The Lessee has subleased portions of the Project to certain state agencies (the “Sublessees”) pursuant to a sublease.

Reference is hereby made to the Lease, the Subleases and the Bond Resolution for a more specific identification of the Project, the revenues and special funds charged with and pledged for the payment of the Bonds, the nature and extent of the security, the rights and duties of the Commission, and the rights of the owners of the Bonds with respect to the security thereof, and for a statement of the manner, extent, conditions and restrictions under which the Bond Resolution may be modified, amended and supplemented.

The Bonds of the authorized issue of which this Bond is one, with interest thereon, are not secured by a lien on the properties constituting the Project, but are payable as to principal and interest, and premium, if any, solely and only from the Bond Service Fund and are secured by a first lien on the revenues derived or to be derived from the Lease. The Lessee and the Commission are dependent on appropriations by the General Assembly of the Commonwealth made in its discretion to the Lessee or the Sublessees for sufficient funds to enable the Lessee to renew the Lease and make payments under the Lease. There can be no assurance that any such appropriations will be forthcoming in future sessions of the General Assembly of the Commonwealth. The Commission covenants that it will fix, charge and collect rentals under the terms of the Lease to produce receipts and revenues sufficient to pay the interest on, premium, if any, and the principal when due of all of the Bonds, and that a sufficient portion of said receipts and revenues have been pledged to and will be deposited with the Trustee in the Bond Service Fund, which is pledged to and charged with the payments of the principal of, premium, if any, and the interest on the Bonds.

Optional Redemption. The Bonds maturing on and after [______] 1, 20__, are subject to redemption prior to maturity at the option of the Commission at any time on or after [____] 1, 20__, in whole or in part, and if in part, in such order of maturity as may be determined by the Commission (less than all of a single maturity to be selected by lot in such manner as the Trustee

A-3 4827-1178-1819.2

may determine), on the dates and at a redemption price equal to the principal amount thereof, plus accrued interest thereon, without premium.

[The Trustee shall select the Bonds so called for redemption by lot in any manner it deems fair and appropriate, which provides for the selection of such Bonds or portions of such bonds for redemption in Authorized Denominations. The Trustee shall notify the Commission of the Bonds or portions thereof so selected for redemption prior to maturity.

[Mandatory Sinking Fund Redemption. The Bonds maturing on August 1, 20__, are subject to mandatory sinking fund redemption at a redemption price equal to 100% of the principal amount thereof being redeemed, plus interest accrued to the date fixed for redemption, on August 1 of the years and in the principal amounts, as follows:

YEAR PRINCIPAL AMOUNT

In the event that Bonds so subject to mandatory sinking fund redemption have been called for optional redemption or have been purchased by the Commission as provided in the Bond Resolution, then the amount of the mandatory sinking fund installments shall be reduced in the manner provided in the Bond Resolution.]

Notice of Redemption. At least thirty (30) days but no more than sixty (60) days before the date fixed for redemption of any Bonds, the Trustee shall cause a notice of redemption to be mailed, by regular United States first class mail, postage prepaid, to all registered owners of Bonds to be redeemed in whole or in part at their registered addresses. Such notice of redemption may be conditional as provided in the Bond Resolution. Failure to mail any notice or any defect therein in respect of any Bond shall not affect the validity of the redemption of any other Bond. Such redemption notice shall set forth the details with respect to redemption.

Bonds, upon surrender thereof to the Trustee together with written instructions satisfactory to the Trustee, duly executed by the registered owner thereof, shall be transferred or exchanged for a like aggregate principal amount of Bonds of the same series, interest rate and maturity date of any other authorized denominations. The Bonds are issuable only as bonds registered as to payment of both principal and interest. Neither the Commission nor the Trustee shall be obligated to (i) issue, exchange or transfer any Bond during the period beginning the fifteenth day of the month preceding any interest payment date and ending on but including the last day preceding such interest payment date, or (ii) transfer or exchange any Bond which has been or is being called for redemption in whole or in part or during the period commencing fifteen (15) days prior to the date the Trustee is to give a notice of redemption of the Bonds. In connection with any such exchange or transfer of Bonds, the owner requesting such exchange or transfer shall, as a condition precedent to the exercise of the privilege of making such exchange or transfer, remit to the Trustee an amount sufficient to pay any tax or other governmental charge required to be paid with respect to such exchange or transfer.

The Registered Owner of this Bond shall have no right to enforce the provisions of the Bond Resolution or to institute any action to enforce the covenants thereof, or to take any action

A-4 4827-1178-1819.2

with respect to a default thereof, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Bond Resolution.

This Bond shall not be valid or become obligatory for any purpose, or be entitled to any security or benefit under the Bond Resolution until the authentication certificate hereon endorsed shall have been executed by the Trustee. All acts, conditions and things required by the Constitution and the laws of the Commonwealth and by the rules and regulations of the Commission to happen, exist and be performed precedent to and in the issuance of this Bond have happened, do exist and have been performed as so required.

This Bond is exempt from taxation by the Commonwealth and all of its political subdivisions and taxing authorities.

IN WITNESS WHEREOF, the State Property and Buildings Commission of Kentucky, under the authority aforesaid, has caused this Bond to be executed with the manual or reproduced facsimile of the official signatures of the Governor of Kentucky, ex officio Chairman of the Commission, the Secretary of the Finance and Administration Cabinet of the Commonwealth, and the Secretary of State of the Commonwealth and the original or reproduced facsimile of the Great Seal of the Commonwealth to be hereunto affixed.

COMMONWEALTH OF KENTUCKY

(SEAL)

(manual or facsimile) Governor of Kentucky and Chairman of the State Property and Buildings Commission of

Kentucky ATTEST:

(manual or facsimile) (manual or facsimile) Secretary, Finance and Administration Cabinet and Executive Director of the

State Property and Buildings Commission of Kentucky

Secretary of State of Kentucky

CERTIFICATE OF AUTHENTICATION

This Bond is one of the Bonds authorized, described or provided for in the within-mentioned Bond Resolution.

Dated:________________________

___________, Trustee

By: Authorized Officer

A-5 4827-1178-1819.2

CERTIFICATE REGARDING LEGAL OPINION

The undersigned hereby certifies that at the time of delivery of the “Commonwealth of Kentucky, State Property and Buildings Commission Revenue Bonds, Project No. 124 Series A” by the Commission to the original purchaser, the undersigned received an executed copy of the approving legal opinion (which is now held and will continue to be held), dated as of the date of delivery and payment for said Bonds, rendered by Kutak Rock LLP, Omaha, Nebraska, the same being in the text as set forth below.

By: Secretary, State Property and Buildings Commission of the Commonwealth of Kentucky

[LEGAL OPINION]

A-6 4827-1178-1819.2

[FORM OF ASSIGNMENT]

The following abbreviations, when used in the inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common

UNIF TRAN MIN ACT -- ________________Custodian _____________________ under (Cust) (Minor)

Uniform Transfers to Minors Act _________________________

(State)

Additional abbreviations may also be used though not in the list above.

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto ___________________________________________________________________________

(Tax Identification or Social Security No. _________________)

the within Bond and all rights thereunder and hereby irrevocably constitutes and appoints ___________________________________________________________________________, attorney, to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises.

Dated: ________________________

NOTE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.

A-7 4827-1178-1819.2

Signature Guaranteed:

NOTE: The signature of the assignor must be guaranteed by an eligible guarantor institution which is a member of or participant in a signature guarantee program, pursuant to Securities Exchange Commission Rule 17Ad-15 or similar rule or program.

4827-1178-1819.2

EXHIBIT B

THE PROJECT

The Cabinet will lease all of the property, economic development projects or community development projects, as described below, to the extent proceeds of the Bonds are used to pay the costs thereof (portions of which costs were paid or may be paid from the proceeds of Commission bonds previously issued or to be issued in the future).

Agency Project Title Amount

2010-12 Local Government Flood Control - State Match 6,561.95 Economic Development-Financial Incentives

Economic Development Bonds 4,971,957.17

Economic Development-Financial Incentives

KEDFA 22,050,000.00

2012-14 Local Government Flood Control Matching 126,196.27 Environmental Protection Maxey Flats Cap 1,624,849.07 Finance-Facilities and Support Services

Maintenance Pool 2012-14 72.00

Finance-Facilities & Supp Svcs Statewide Microwave Network (KEWS) Maintenance 426,411.66 Finance-Facilities & Supp Svcs Council of State Government's Building Complex 77,387.02 Behavioral Health Electrical System Upgrade at Western - Design 406,693.68

2014-16 Ky Infrastructure Authority KIA Fund A - Federally Assisted Wastewater Program -

2014-16 288,384.49

Ky Infrastructure Authority KIA Fund F - Federally Assisted DWRL Program - 2014-16 84.25 Veterans' Affairs Construct Fourth State Veterans' Nursing Home - Additional 620,768.73 Economic Development High Tech Construction/Investment Pool - 2014-2016 2,250,000.00 Department of Education - Operations and Supp Services

Maintenance Pool - 2014-2016 5,000.00

Finance and Admin-General Admin

Next Generation Kentucky Information Highway 5,808,686.20

Finance and Admin-General Admin

Business-One Stop Portal - Phase II 2,443.51

Finance-Facilities & Support Services


Finance-Facilities & Support Services

Upgrade State Data Center Readiness 112,349.41

Health & Fam Serv-Gen Admin & Prog Support

Maintenance Pool - 2014-16 169.12

Public Health Radiation Monitoring Equipment 566,894.60 Eastern Ky University Construct Science Building - Phase II & III 1,727,054.21 Ky State University Replace Boilers and Repair Aging Distribution Lines 1,022,338.03 Morehead State University Renovate/Expand Student Services Facility 1,578,203.12 Murray State University Construct New Breathitt Veterinary Center 2,140,567.89

4827-1178-1819.2

University of Kentucky Expand/Renovate/Upgrade Law Building 2,115,444.25 University of Louisville Construct Belknap Classroom/Academic Building 3,657,469.72 Western Ky University Renovate Science Campus - Phase IV 1,188,426.61 KCTCS Construct Advanced Manufacturing Facility - Georgetown 847,117.67 Ky Center for the Arts Roof Replacement 495,856.04 Ky Historical Society Digital Initiatives 989,334.99 Parks Maintenance Pool - 2014-16 7,334.34 Parks Upgrade Guest Accommodations 378,192.67 State Fair Board Ky International Convention Center Renovation and

Expansion 1,168,759.74

State Fair Board Freedom Hall Sewer Line Replacement 765,437.08

2016-18 Economic Development Economic Development Bond Program - 2016-2018 7,000,000.00 Economic Development High-Tech Construction/Investment Pool - 2016-2018 7,000,000.00 Economic Development Kentucky Economic Development Finance Authority Loan

Pool - 2016-2018 7,000,000.00

Education and Workforce-Gen Admin & Program Support

Workforce Development Construction Pool 35,164,762.19

Dept of Education-Operations & Support Services

Maintenance Pool 2016-2018 6,974.50


Kentucky School for the Blind Howser Hall Renovation 89,227.34


Kentucky School for the Deaf New Elementary Building 549,138.86


Kentucky School for the Deaf McDaniel/Scoggin Education Building

34,667.81

Finance-General Administration Business One-Stop Portal-Phase III 9,685,233.16 Facilities and Support Services Maintenance Pool 2016-2018 750,541.16 Facilities and Support Services Upgrade L&N Building 696,515.38 Facilities and Support Services HVAC Replacement-CHR Building 1,511,405.61 Health & Family Services-Gen Admin & Program Support


Behavioral Health,Developmental and Intellectual Disabilities

Western State Hospital-Electrical Upgrade-Phase I 653,050.07

Corrections-Adult Institutions Maintenance Pool 2016-2018 4,400.00 Corrections-Adult Institutions Kentucky Correctional Institution for Women-Sewer

Plant/Lines 2,476,600.00

Parks Maintenance Pool 2016-2018 21,165.35 Parks Life Safety Maintenance Pool 8.06 State Fair Board Kentucky Exposition Center Roof Repair 7,005,144.66

2018-20 Ky Infrastructure Authority KIA Fund A - Federally Assisted Wastewater Program -

2018-2020 3,885,468.74

Education and Workforce Development-KET

FCC Transmitter Repack 2018-2020 1,658,333.97

Environmental Protection State-Owned Dam Repair - 2018-2020 3,500,389.00

Facilities and Support Services Maintenance Pool - 2018-2020 3,500,088.00

4827-1178-1819.2

Facilities and Support Services L&N Building Security and Structural Repairs 9,200,704.33 Facilities and Support Services Upgrade Capitol Mechanical and Electrical System, Phase I 4,325,000.00 Facilities and Support Services Emergency Generator Replacement COT/CHR 2,489,712.50 Health & Family Services-Gen Administration

Maintenance Pool - 2018-2020 2,086,000.00

Health & Family Services-BHDID

Electrical & Telecommunications Upgrade-Western State Hospital, Phase II

3,410,000.00


HVAC System Replacement - Hazelwood 7,673,560.00


Renovate/Replace Cottages - Oakwood, Phase I 4,000,000.00

Justice Cabinet-Corrections-Adult Institutions

Maintenance Pool - 2018-2020 2,762,362.74


Demolish and Repair Tower Ky State Reformatory 7,867,806.25


Replace Perimeter Fence, Kentucky State Reformatory 3,116,000.00

Justice Cabinet - State Police Two-Way Radio System Replacement, Phase I 34,411,663.82 Military Affairs Armory Modernization Pool - 2018-2020 146,752.75 Parks Maintenance Pool - 2018-2020 7,937,361.90 State Fair Board Kentucky International Convention Center East Roof

Replacement 4,595,260.83

State Fair Board Maintenance Pool - 2018-2020 2,400,000.00 Revenue Integrated Tax System 92,499,820.00 Finance - COT Legacy System Replacement 18,506,540.00 KYTC Kentucky Aviation Economic Development Fund 14,001,746.15 University of Kentucky HealthCare Disparities Initiative 33,524,580.73 Economic Development Economic Development Bond Pool - 2020 25,000,000.00 Parks Hospitality Upgrades Pool 3,400,000.00 Parks Life Safety System Upgrade and ADA Improvements Pool 4,100,000.00 Parks Utilities and Communications Cabling Infrastructure Rep

Pool 10,800,000.00

Parks Lodge Roof Replacement and Repairs Pool 11,600,000.00 Parks Waste Water Treatment and Infrastructure Upgrades Pool 20,100,000.00 2020-2021 EKU Purchase Aviation Maintenance Technician/Pilot Training

Equipment 5,000,000

EKU Construct Aviation/Aerospace Instructional Facility 3,016,000 Attorney General Technology Upgrades 2,000,000 Ky Infrastructure Authority Fund A-Federally Assisted Wastewater Program 4,086,000 Ky Infrastructure Authority Fund F-Drinking Water Revolving Loan Program 4,561,000 Education School Safety Facility Upgrades 18,200,000 Finance & Administration Capitol Campus Upgrade 22,000,000 Finance & Administration Air Handler Replacement and Repair-Central Lab 2,011,300 Finance & Administration Elevator Upgrades - Phase I 2,000,000 Kentucky State Police Emergency Radio System Replacement, Phase II 52,450,000 Corrections Repair/Replace Roofs - Eastern KY Correctional Complex 6,531,000 Corrections Install Emergency Generators-Luther Luckett & Green River 5,700,000

4827-1178-1819.2

CHFS-Behavioral Health Western State Hospital - Electrical Upgrade - Phase III 3,493,000 CHFS-Behavioral Health Oakwood Renovate/Replace Cottages - Phase II 8,000,000 CHFS-Behavioral Health Oakwood Replace, Upgrade and Enhance Emergency

Generators 1,825,000

State Fair Board Prestonia Grounds and Infrastructure Improvements 4,000,000 Parks Wastewater Treatment Upgrades Pool 5,000,000 Environmental Protection State-Owned Dam Repair Pool 7,000,000 Education State Schools Roof Replacement Pool 3,272,000 Education State Schools HVAC Pool 5,000,000 Parks Maintenance Pool 5,000,000 Finance & Administration Maintenance Pool 5,000,000 Corrections Maintenance Pool 5,000,000 Health and Family Services Maintenance Pool 5,000,000 State Fair Board Maintenance Pool 1,500,000 Unallocated Bond Proceeds from SPBC 122A (175,000,000.00)

Grand Total 491,271,000.00

Preliminary New Bond Issue Report

Issue:

Purpose of Issue:

Please see Exhibit A for the list of projects to be financed in this issue.

Proposed Date of Sale: June 24, 2020

Proposed Date of Delivery: July 15, 2020

Ratings:

Moody's TBD

Fitch TBD

Sources:

Par amount of bonds: $128,150,000

Premium: $22,657,739

Total Sources: $150,807,739

Uses:

Project Fund Deposit: $150,000,000

Cost of Issuance: 280,040

Underwriter Discount: 527,699

Total Uses: $150,807,739

All-in True Interest Cost: 3.133%

Final Maturity Date: 11/1/2039

Average Annual Debt Service: $10,412,318.60

Total Debt Service: $200,899,902.78

Average Life (years): 11.354

Method of Sale: Negotiated

Bond Counsel: Kutak Rock LLP

Underwriter: Citigroup

Underwriters' Counsel: Frost Brown Todd

Trustee: TBA

Financial Advisor:

Office of Financial

Management

Based off cashflows as of 4/29/2020

Preliminary Subject to Change

State Property & Buildings Commission Revenue Bonds, Project No. 124 Series A in an estimated

principal amount not to exceed $150,000,000

To 1.) provide permanent financing for approximately $150 million General Fund supported capital

projects authorized by the General Assembly of the Commonwealth of Kentucky in H.B. 1 (2010 Special

Session), H.B. 265 (2012 Session), H.B. 235 (2014 Session), H.B. 303 (2016 Session), H.B. 200 (2018

Session), H.B. 268 (2019 Session) and H.B. 352 (2020 Session); and, 2.) pay associated costs of issuance.


2010-12

Local Government Flood Control - State Match 6,561.95

Economic Development-Financial Incentives Economic Development Bonds 4,971,957.17

Economic Development-Financial Incentives KEDFA 22,050,000.00

2012-14

Local Government Flood Control Matching 126,196.27

Environmental Protection Maxey Flats Cap 1,624,849.07

Finance-Facilities and Support Services Maintenance Pool 2012-14 72.00

Finance-Facilities & Supp Svcs Statewide Microwave Network (KEWS) Maintenance 426,411.66

Finance-Facilities & Supp Svcs Council of State Government's Building Complex 77,387.02

Behavioral Health Electrical System Upgrade at Western - Design 406,693.68

2014-16

Ky Infrastructure Authority KIA Fund A - Federally Assisted Wastewater Program - 2014-16 288,384.49

Ky Infrastructure Authority KIA Fund F - Federally Assisted DWRL Program - 2014-16 84.25

Veterans' Affairs Construct Fourth State Veterans' Nursing Home - Additional 620,768.73

Economic Development High Tech Construction/Investment Pool - 2014-2016 2,250,000.00

Department of Education - Operations and Supp

Services


Finance and Admin-General Admin Next Generation Kentucky Information Highway 5,808,686.20

Finance and Admin-General Admin Business-One Stop Portal - Phase II 2,443.51

Finance-Facilities & Support Services Maintenance Pool - 2014-16 32,902.65

Finance-Facilities & Support Services Upgrade State Data Center Readiness 112,349.41

Health & Fam Serv-Gen Admin & Prog Support Maintenance Pool - 2014-16 169.12

Public Health Radiation Monitoring Equipment 566,894.60

Eastern Ky University Construct Science Building - Phase II & III 1,727,054.21

Ky State University Replace Boilers and Repair Aging Distribution Lines 1,022,338.03

Morehead State University Renovate/Expand Student Services Facility 1,578,203.12

Murray State University Construct New Breathitt Veterinary Center 2,140,567.89

University of Kentucky Expand/Renovate/Upgrade Law Building 2,115,444.25

University of Louisville Construct Belknap Classroom/Academic Building 3,657,469.72

Western Ky University Renovate Science Campus - Phase IV 1,188,426.61

KCTCS Construct Advanced Manufacturing Facility - Georgetown 847,117.67

Ky Center for the Arts Roof Replacement 495,856.04

Ky Historical Society Digital Initiatives 989,334.99

Parks Maintenance Pool - 2014-16 7,334.34

Parks Upgrade Guest Accommodations 378,192.67

State Fair Board Ky International Convention Center Renovation and Expansion 1,168,759.74

State Fair Board Freedom Hall Sewer Line Replacement 765,437.08

2016-18

Economic Development Economic Development Bond Program - 2016-2018 7,000,000.00

Economic Development High-Tech Construction/Investment Pool - 2016-2018 7,000,000.00

Economic Development Kentucky Economic Development Finance Authority Loan Pool - 2016-

2018

7,000,000.00

Education and Workforce-Gen Admin & Program

Support

Workforce Development Construction Pool 35,164,762.19

Dept of Education-Operations & Support Services Maintenance Pool 2016-2018 6,974.50

Dept of Education-Operations & Support Services Kentucky School for the Blind Howser Hall Renovation 89,227.34

Dept of Education-Operations & Support Services Kentucky School for the Deaf New Elementary Building 549,138.86

Dept of Education-Operations & Support Services Kentucky School for the Deaf McDaniel/Scoggin Education Building 34,667.81

Finance-General Administration Business One-Stop Portal-Phase III 9,685,233.16

Facilities and Support Services Maintenance Pool 2016-2018 750,541.16

EXHIBIT A

PROJECT NO. 124


Facilities and Support Services Upgrade L&N Building 696,515.38

Facilities and Support Services HVAC Replacement-CHR Building 1,511,405.61

Health & Family Services-Gen Admin & Program

Support


Behavioral Health,Developmental and Intellectual

Disabilities

Western State Hospital-Electrical Upgrade-Phase I 653,050.07

Corrections-Adult Institutions Maintenance Pool 2016-2018 4,400.00

Corrections-Adult Institutions Kentucky Correctional Institution for Women-Sewer Plant/Lines 2,476,600.00

Parks Maintenance Pool 2016-2018 21,165.35

Parks Life Safety Maintenance Pool 8.06

State Fair Board Kentucky Exposition Center Roof Repair 7,005,144.66

2018-20

Ky Infrastructure Authority KIA Fund A - Federally Assisted Wastewater Program - 2018-2020 3,885,468.74

Education and Workforce Development-KET FCC Transmitter Repack 2018-2020 1,658,333.97

Environmental Protection State-Owned Dam Repair - 2018-2020 3,500,389.00

Facilities and Support Services Maintenance Pool - 2018-2020 3,500,088.00

Facilities and Support Services L&N Building Security and Structural Repairs 9,200,704.33

Facilities and Support Services Upgrade Capitol Mechanical and Electrical System, Phase I 4,325,000.00

Facilities and Support Services Emergency Generator Replacement COT/CHR 2,489,712.50

Health & Family Services-Gen Administration Maintenance Pool - 2018-2020 2,086,000.00

Health & Family Services-BHDID Electrical & Telecommunications Upgrade-Western State Hospital,

Phase II

3,410,000.00

Health & Family Services-BHDID HVAC System Replacement - Hazelwood 7,673,560.00

Health & Family Services-BHDID Renovate/Replace Cottages - Oakwood, Phase I 4,000,000.00

Justice Cabinet-Corrections-Adult Institutions Maintenance Pool - 2018-2020 2,762,362.74

Justice Cabinet-Corrections-Adult Institutions Demolish and Repair Tower Ky State Reformatory 7,867,806.25

Justice Cabinet-Corrections-Adult Institutions Replace Perimeter Fence, Kentucky State Reformatory 3,116,000.00

Justice Cabinet - State Police Two-Way Radio System Replacement, Phase I 34,411,663.82

Military Affairs Armory Modernization Pool - 2018-2020 146,752.75

Parks Maintenance Pool - 2018-2020 7,937,361.90

State Fair Board Kentucky International Convention Center East Roof Replacement 4,595,260.83

State Fair Board Maintenance Pool - 2018-2020 2,400,000.00

Revenue Integrated Tax System 92,499,820.00

Finance - COT Legacy System Replacement 18,506,540.00

KYTC Kentucky Aviation Economic Development Fund 14,001,746.15

University of Kentucky HealthCare Disparities Initiative 33,524,580.73

Economic Development Economic Development Bond Pool - 2020 25,000,000.00

Parks Hospitality Upgrades Pool 3,400,000.00

Parks Life Safety System Upgrade and ADA Improvements Pool 4,100,000.00

Parks Utilities and Communications Cabling Infrastructure Rep Pool 10,800,000.00

Parks Lodge Roof Replacement and Repairs Pool 11,600,000.00

Parks Waste Water Treatment and Infrastructure Upgrades Pool 20,100,000.00

2020-2021

EKU Purchase Aviation Maintenance Technician/Pilot Training Equipment 5,000,000

EKU Construct Aviation/Aerospace Instructional Facility 3,016,000

Attorney General Technology Upgrades 2,000,000

Ky Infrastructure Authority Fund A-Federally Assisted Wastewater Program 4,086,000

Ky Infrastructure Authority Fund F-Drinking Water Revolving Loan Program 4,561,000

Education School Safety Facility Upgrades 18,200,000

Finance & Administration Capitol Campus Upgrade 22,000,000

Finance & Administration Air Handler Replacement and Repair-Central Lab 2,011,300

Finance & Administration Elevator Upgrades - Phase I 2,000,000

Kentucky State Police Emergency Radio System Replacement, Phase II 52,450,000

Corrections Repair/Replace Roofs - Eastern KY Correctional Complex 6,531,000

Corrections Install Emergency Generators-Luther Luckett & Green River 5,700,000

CHFS-Behavioral Health Western State Hospital - Electrical Upgrade - Phase III 3,493,000


CHFS-Behavioral Health Oakwood Renovate/Replace Cottages - Phase II 8,000,000

CHFS-Behavioral Health Oakwood Replace, Upgrade and Enhance Emergency Generators 1,825,000

State Fair Board Prestonia Grounds and Infrastructure Improvements 4,000,000

Parks Wastewater Treatment Upgrades Pool 5,000,000

Environmental Protection State-Owned Dam Repair Pool 7,000,000

Education State Schools Roof Replacement Pool 3,272,000

Education State Schools HVAC Pool 5,000,000

Parks Maintenance Pool 5,000,000

Finance & Administration Maintenance Pool 5,000,000

Corrections Maintenance Pool 5,000,000

Health and Family Services Maintenance Pool 5,000,000

State Fair Board Maintenance Pool 1,500,000

Unallocated Bond Proceeds from SPBC 122A (175,000,000.00)

Grand Total 491,271,000.00

Prepared by Citigroup Global Markets Inc. Page 5

BOND DEBT SERVICE

Kentucky State Property and Buildings CommissionRevenue Bonds, Project No. 124 Series A

Rates as of April 29, 2020***Preliminary, Subject to Change***

Period AnnualEnding Principal Coupon Interest Debt Service Debt Service

11/01/2020 4,675,000 5.000% 1,886,652.78 6,561,652.7805/01/2021 3,086,875.00 3,086,875.0006/30/2021 9,648,527.7811/01/2021 3,995,000 5.000% 3,086,875.00 7,081,875.0005/01/2022 2,987,000.00 2,987,000.0006/30/2022 10,068,875.0011/01/2022 4,195,000 5.000% 2,987,000.00 7,182,000.0005/01/2023 2,882,125.00 2,882,125.0006/30/2023 10,064,125.0011/01/2023 4,410,000 5.000% 2,882,125.00 7,292,125.0005/01/2024 2,771,875.00 2,771,875.0006/30/2024 10,064,000.0011/01/2024 4,640,000 5.000% 2,771,875.00 7,411,875.0005/01/2025 2,655,875.00 2,655,875.0006/30/2025 10,067,750.0011/01/2025 4,875,000 5.000% 2,655,875.00 7,530,875.0005/01/2026 2,534,000.00 2,534,000.0006/30/2026 10,064,875.0011/01/2026 5,125,000 5.000% 2,534,000.00 7,659,000.0005/01/2027 2,405,875.00 2,405,875.0006/30/2027 10,064,875.0011/01/2027 5,390,000 5.000% 2,405,875.00 7,795,875.0005/01/2028 2,271,125.00 2,271,125.0006/30/2028 10,067,000.0011/01/2028 5,665,000 5.000% 2,271,125.00 7,936,125.0005/01/2029 2,129,500.00 2,129,500.0006/30/2029 10,065,625.0011/01/2029 5,955,000 5.000% 2,129,500.00 8,084,500.0005/01/2030 1,980,625.00 1,980,625.0006/30/2030 10,065,125.0011/01/2030 6,260,000 5.000% 1,980,625.00 8,240,625.0005/01/2031 1,824,125.00 1,824,125.0006/30/2031 10,064,750.0011/01/2031 6,580,000 5.000% 1,824,125.00 8,404,125.0005/01/2032 1,659,625.00 1,659,625.0006/30/2032 10,063,750.0011/01/2032 6,920,000 5.000% 1,659,625.00 8,579,625.0005/01/2033 1,486,625.00 1,486,625.0006/30/2033 10,066,250.0011/01/2033 7,275,000 5.000% 1,486,625.00 8,761,625.0005/01/2034 1,304,750.00 1,304,750.0006/30/2034 10,066,375.0011/01/2034 7,650,000 5.000% 1,304,750.00 8,954,750.0005/01/2035 1,113,500.00 1,113,500.0006/30/2035 10,068,250.0011/01/2035 8,040,000 5.000% 1,113,500.00 9,153,500.0005/01/2036 912,500.00 912,500.0006/30/2036 10,066,000.0011/01/2036 8,455,000 5.000% 912,500.00 9,367,500.0005/01/2037 701,125.00 701,125.0006/30/2037 10,068,625.0011/01/2037 8,885,000 5.000% 701,125.00 9,586,125.0005/01/2038 479,000.00 479,000.0006/30/2038 10,065,125.0011/01/2038 9,340,000 5.000% 479,000.00 9,819,000.0005/01/2039 245,500.00 245,500.0006/30/2039 10,064,500.0011/01/2039 9,820,000 5.000% 245,500.00 10,065,500.0006/30/2040 10,065,500.00

128,150,000 72,749,902.78 200,899,902.78 200,899,902.78

Attachment D

2020-10

RESOLUTION OF THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY APPROVING THE ISSUANCE OF UNIVERSITY OF LOUISVILLE GENERAL RECEIPTS BONDS, IN ONE OR MORE SERIES OR SUBSERIES, IN AN APPROXIMATE AMOUNT OF $87,000,000 (SUBJECT TO A PERMITTED ADJUSTMENT DECREASING THE PRINCIPAL AMOUNT OF BONDS BY ANY AMOUNT).

WHEREAS, the General Assembly, pursuant to H.B. 352 of the General Assembly of the Commonwealth of Kentucky, 2020 Regular Session, as enacted and vetoed in part, and H.B. 200 of the General Assembly of the Commonwealth of Kentucky, 2018 Regular Session, as enacted and vetoed in part (the “Budget Act”), authorized certain expenditures by the University of Louisville (the “University”), a public body corporate and an educational institution and agency of the Commonwealth of Kentucky, for the purpose of paying costs of a project identified in the Budget Act as “Demolish and Construct Residence Halls Reauthorization and Reallocation” (the “Project”), the costs of the Project to be financed with the proceeds of one or more series or subseries of bonds; and

WHEREAS, in accordance with provisions of Sections 162.340 to 162.380 of the Kentucky Revised Statutes, Chapter 56 of the Kentucky Revised Statutes, and Sections 58.010 to 58.140 of the Kentucky Revised Statutes (collectively, the “Act”), the University may issue bonds to finance projects approved by the General Assembly of the Commonwealth of Kentucky, upon approval of the State Property and Buildings Commission (the “Commission”); and

WHEREAS, in accordance with the Act, the University has entered into a Trust Agreement dated as of March 1, 2007 (the “Trust Agreement”) between the University and U.S. Bank National Association, as trustee, for the purpose of issuing Obligations, as defined therein, including bonds; and

WHEREAS, the Project is ready for construction and, pursuant to the Trust Agreement, the Board of Trustees of the University (the “Board”) has approved the issuance of its University of Louisville, Kentucky General Receipts Bonds in an approximate aggregate amount of $87,000,000 (subject to a permitted adjustment decreasing the principal amount of Bonds by any amount) in or more series or subseries of bonds with appropriate series designations, (the “Bonds”) pursuant to an authorizing Resolution of the Executive Committee of the Board adopted on December 12, 2019 and ratified by the Board on January 23, 2020 (the “University Resolution”), and to use the proceeds of the Bonds to (i) pay all or a portion of the costs of the Project, (ii) pay capitalized interest, if needed, during the construction of the Project, and (iii) pay the issuance costs of the Bonds; and

WHEREAS, the Bonds will be issued in accordance with the requirements of the Trust Agreement; and

NOW, THEREFORE, THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY DOES HEREBY RESOLVE THAT:

-2-

Section 1. Determinations by Commission. The Commission hereby finds and determines (a) that the facts and circumstances described in the recitals to this Resolution are true and correct, and (b) the Project is hereby approved.

Section 2. Approval of Bonds. The issuance of (i) University of Louisville, Kentucky General Receipts Bonds, in one or more series or subseries and with appropriate series designations, in an aggregate approximate amount of $87,000,000 (subject to a permitted adjustment decreasing the principal amount of Bonds by any amount), to (i) finance the costs of the Project, (ii) pay costs of capitalized interest during construction of the Project, and (iii) pay related issuance costs, is hereby approved.

Section 3. Effective Date. This Resolution shall take effect immediately upon its adoption.

ADOPTED AND APPROVED this ____ day of ____________________, 2020.


Holly M. Johnson Executive Director of the State Property and

Buildings Commission

ATTEST:

Ryan Barrow Secretary

-3-

APPROVAL OF SECRETARY OF THE FINANCE AND ADMINISTRATION CABINET

The Secretary of the Finance and Administration Cabinet of Kentucky as head of the Finance and Administration Cabinet of Kentucky hereby authorizes, approves, and consents to the issuance of the Bonds, as provided by the foregoing Resolution, and hereby authorizes, ratifies, and confirms the recitals, provisions, covenants, and undertakings of the Resolution insofar as the same appertain to or come within the jurisdiction, functions, and powers of the Secretary of the Finance and Administration Cabinet.

It is further certified that the foregoing is a true and correct copy of a resolution duly adopted by the State Property and Buildings Commission of Kentucky on the ____ day of ____________________, 2020, and such resolution has not been altered, amended, or repealed.

Executed and dated at Frankfort, Kentucky, this ____ day of ______________, 2020.

Holly M. Johnson Secretary, Finance and Administration

Cabinet and Executive Director of the State Property and Buildings Commission

PRELIMINARY NEW BOND ISSUE REPORT *

* Amounts and Dates Estimated

Issue:

Purpose of Issue:

Date of Sale: June 16, 2020 May 16, 2021Date of Delivery: June 30, 2020 June 1, 2021

Ratings: Moody's TBD

S&P TBD

Series 2020 A Miller Hall ($)

Series 2020 B Threlkeld Hall ($) Total ($)

Sources:Par amount of bonds: 44,965,000.00 42,035,000.00 87,000,000.00

Total Sources: 44,965,000.00 42,035,000.00 87,000,000.00

Uses: Project Fund: 41,269,376.00 38,464,568.00 79,733,944.00 Capitalized Interest: 2,636,626.18 2,573,268.75 5,209,894.93

Issuance Cost: 1,058,997.82 997,163.25 2,056,161.07 Total Uses: 44,965,000.00 42,035,000.00 87,000,000.00

All-in True Interest Cost: 3.5495% 3.5706%Final Maturity Date: 5/1/2050 5/1/2050Average Annual Debt Service: 2,482,697.66$ 2,352,488.14$ Total Debt Service: 74,074,043.18$ 68,026,115.25$ Average Life (years): 18.98 18.07

Method of Sale: CompetitiveBond Counsel: Dinsmore & Shohl, LLPUnderwriter: TBDUnderwriters' Counsel: TBDTrustee: U.S. BankFinancial Advisor: Baird

Based off cashflows and rates as of 5/8/2020Preliminary Subject to Change

University of Louisville General Receipts Bonds, Series 2020 A (Phase I) &B (Phase II) in an estimated amount of $87,000,000

To (i) finance Miller Hall and Threlkeld Hall housing projects; (ii) capitalizeinterest; and (iii) pay costs of issuance.

PROFESSIONAL SERVICES: Series A Series B

Firm Service Fee ($) Fee ($)Dinsmore & Shohl Bond Counsel 31,475.50 29,424.50 Baird Financial Advisor 31,475.50 29,424.50 OFM Financial Advisor 11,241.25 10,508.75 TBD Underwriter's Discount /

Underwriter's Counsel 888,508.40 830,611.60

US Bank Trustee 1,000.00 1,000.00 Moody's Rating 44,500.00 44,500.00 S&P Rating 35,500.00 35,500.00 Auditor Audit 10,000.00 10,000.00 Misc./Contingency 5,297.17 6,193.90 TOTAL 1,058,997.82 997,163.25

Pursuant to KRS Chapter 45, the Issuer is providing information on all costs associated, either directlyor indirectly, with this bond issuance. Costs are estimated as of the date of the cashflows and aresubject to change.

May 8, 2020 11:21 am Prepared by Robert W. Baird (ljf) (l:\...\university of louisville\University of Louisville (2):FIN01) Page 9

NET DEBT SERVICE

University of Louisville General Receipts Series A (Phase I)General Receipts Series B (Phase II)

Total Capitalized Net AnnualDate Principal Coupon Interest Debt Service Interest Fund Debt Service Net D/S

11/01/2020 482,650.18 482,650.18 (482,650.18)05/01/2021 717,992.00 717,992.00 (717,992.00)06/30/202111/01/2021 1,277,398.25 1,277,398.25 (1,277,398.25)05/01/2022 1,389,279.50 1,389,279.50 (1,389,279.50)06/30/202211/01/2022 1,389,279.50 1,389,279.50 (671,287.50) 717,992.0005/01/2023 1,389,279.50 1,389,279.50 (671,287.50) 717,992.0006/30/2023 1,435,984.0011/01/2023 1,389,279.50 1,389,279.50 1,389,279.5005/01/2024 420,000 1.750% 1,389,279.50 1,809,279.50 1,809,279.5006/30/2024 3,198,559.0011/01/2024 1,385,604.50 1,385,604.50 1,385,604.5005/01/2025 2,495,000 1.830% 1,385,604.50 3,880,604.50 3,880,604.5006/30/2025 5,266,209.0011/01/2025 1,362,775.25 1,362,775.25 1,362,775.2505/01/2026 2,355,000 1.910% 1,362,775.25 3,717,775.25 3,717,775.2506/30/2026 5,080,550.5011/01/2026 1,340,285.00 1,340,285.00 1,340,285.0005/01/2027 2,400,000 1.990% 1,340,285.00 3,740,285.00 3,740,285.0006/30/2027 5,080,570.0011/01/2027 1,316,405.00 1,316,405.00 1,316,405.0005/01/2028 2,445,000 2.060% 1,316,405.00 3,761,405.00 3,761,405.0006/30/2028 5,077,810.0011/01/2028 1,291,221.50 1,291,221.50 1,291,221.5005/01/2029 2,495,000 2.120% 1,291,221.50 3,786,221.50 3,786,221.5006/30/2029 5,077,443.0011/01/2029 1,264,774.50 1,264,774.50 1,264,774.5005/01/2030 2,550,000 2.190% 1,264,774.50 3,814,774.50 3,814,774.5006/30/2030 5,079,549.0011/01/2030 1,236,852.00 1,236,852.00 1,236,852.0005/01/2031 2,605,000 2.490% 1,236,852.00 3,841,852.00 3,841,852.0006/30/2031 5,078,704.0011/01/2031 1,204,419.75 1,204,419.75 1,204,419.7505/01/2032 2,670,000 2.740% 1,204,419.75 3,874,419.75 3,874,419.7506/30/2032 5,078,839.5011/01/2032 1,167,840.75 1,167,840.75 1,167,840.7505/01/2033 2,745,000 2.950% 1,167,840.75 3,912,840.75 3,912,840.7506/30/2033 5,080,681.5011/01/2033 1,127,352.00 1,127,352.00 1,127,352.0005/01/2034 2,825,000 3.090% 1,127,352.00 3,952,352.00 3,952,352.0006/30/2034 5,079,704.0011/01/2034 1,083,705.75 1,083,705.75 1,083,705.7505/01/2035 2,910,000 3.360% 1,083,705.75 3,993,705.75 3,993,705.7506/30/2035 5,077,411.5011/01/2035 1,034,817.75 1,034,817.75 1,034,817.7505/01/2036 3,010,000 3.420% 1,034,817.75 4,044,817.75 4,044,817.7506/30/2036 5,079,635.5011/01/2036 983,346.75 983,346.75 983,346.7505/01/2037 3,115,000 3.420% 983,346.75 4,098,346.75 4,098,346.7506/30/2037 5,081,693.5011/01/2037 930,080.25 930,080.25 930,080.2505/01/2038 3,220,000 3.420% 930,080.25 4,150,080.25 4,150,080.2506/30/2038 5,080,160.5011/01/2038 875,018.25 875,018.25 875,018.2505/01/2039 3,330,000 3.420% 875,018.25 4,205,018.25 4,205,018.2506/30/2039 5,080,036.5011/01/2039 818,075.25 818,075.25 818,075.2505/01/2040 3,445,000 3.420% 818,075.25 4,263,075.25 4,263,075.2506/30/2040 5,081,150.5011/01/2040 759,165.75 759,165.75 759,165.7505/01/2041 3,560,000 3.580% 759,165.75 4,319,165.75 4,319,165.7506/30/2041 5,078,331.5011/01/2041 695,441.75 695,441.75 695,441.7505/01/2042 3,690,000 3.580% 695,441.75 4,385,441.75 4,385,441.7506/30/2042 5,080,883.5011/01/2042 629,390.75 629,390.75 629,390.7505/01/2043 3,820,000 3.580% 629,390.75 4,449,390.75 4,449,390.7506/30/2043 5,078,781.5011/01/2043 561,012.75 561,012.75 561,012.7505/01/2044 3,960,000 3.580% 561,012.75 4,521,012.75 4,521,012.7506/30/2044 5,082,025.5011/01/2044 490,128.75 490,128.75 490,128.7505/01/2045 4,100,000 3.580% 490,128.75 4,590,128.75 4,590,128.7506/30/2045 5,080,257.5011/01/2045 416,738.75 416,738.75 416,738.7505/01/2046 4,245,000 3.650% 416,738.75 4,661,738.75 4,661,738.7506/30/2046 5,078,477.5011/01/2046 339,267.50 339,267.50 339,267.5005/01/2047 4,400,000 3.650% 339,267.50 4,739,267.50 4,739,267.5006/30/2047 5,078,535.0011/01/2047 258,967.50 258,967.50 258,967.5005/01/2048 4,560,000 3.650% 258,967.50 4,818,967.50 4,818,967.5006/30/2048 5,077,935.0011/01/2048 175,747.50 175,747.50 175,747.5005/01/2049 4,730,000 3.650% 175,747.50 4,905,747.50 4,905,747.50

May 8, 2020 11:21 am Prepared by Robert W. Baird (ljf) (l:\...\university of louisville\University of Louisville (2):FIN01) Page 10

NET DEBT SERVICE

University of Louisville General Receipts Series A (Phase I)General Receipts Series B (Phase II)

Total Capitalized Net AnnualDate Principal Coupon Interest Debt Service Interest Fund Debt Service Net D/S

06/30/2049 5,081,495.0011/01/2049 89,425.00 89,425.00 89,425.0005/01/2050 4,900,000 3.650% 89,425.00 4,989,425.00 4,989,425.0006/30/2050 5,078,850.00

87,000,000 55,100,158.43 142,100,158.43 (5,209,894.93) 136,890,263.50 136,890,263.50

Attachment E

1

2020-11 A RESOLUTION OF THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY APPROVING THE APPLICATION OF THE SECRETARY OF THE CABINET FOR ECONOMIC DEVELOPMENT TO IDENTIFY AND SPECIFY CERTAIN ECONOMIC DEVELOPMENT PROJECTS TO BE FINANCED FROM THE PROCEEDS OF ECONOMIC DEVELOPMENT REVENUE BONDS TO BE ISSUED BY THE COMMISSION TO MAKE A GRANT TO THE BALLARD COUNTY FISCAL COURT FOR THE BENEFIT OF PHOENIX PAPER WICKLIFFE LLC FOR $1,500,000.

Recitals

(A) The 2020 Kentucky Acts Chapter 92 (House Bill 352, 2020 Regular Session) reauthorizes the issuance of $25,000,000 (House Bill 268, 2019 Regular Session) aggregate principal amount of economic development revenue bonds (Economic Development Bond Program – 2020), reauthorizes $21,000,000 (House Bill 303, 2016 Regular Session) aggregate principal amount of economic development revenue bonds ($7,000,000 for Economic Development Bond Program, $7,000,000 for High-Tech Construction/Investment Pool, and $7,000,000 for the Kentucky Economic Development Finance Authority Loan Pool, to be used interchangeably for economic development projects), reauthorizes the issuance of $2,250,000 (House Bill 235, 2014 Regular Session) aggregate principal amount of economic development revenue bonds (for Economic Development Bond Program, High-Tech Construction/Investment Pool, and the Kentucky Economic Development Finance Authority Loan Pool, to be used interchangeably for economic development projects $21,000,000 less $18,750,000 transferred to the Transportation Cabinet for the Kentucky Aviation Economic Development Fund per 2018 Kentucky Acts Chapter 201 (House Bill 201, 2018 Regular Session)), and reauthorizes the issuance of $27,021,957.17 (House Bill 1, 2010 Extraordinary Session) aggregate principal amount of economic development revenue bonds Economic Development Bond Pool 2010-2012); and a portion of the authorizations are under a plan of finance. (B) KRS Chapter 45 and KRS Chapter 154, require the Secretary of the Cabinet for Economic Development to consult with the Secretary of the Finance and Administration Cabinet and to present to the Capital Projects and Bond Oversight Committee those projects which have been awarded bond fund proceeds and provide that economic development project revenue bond funding shall be carried out for projects approved by the Kentucky Economic Development Finance Authority (“KEDFA”). (C) It is further provided by KRS 154.12-100(5) that before any economic development bonds are issued, the proposed bond issue shall be approved by the Secretary of the Finance and Administration Cabinet and the State Property and Buildings Commission (the “Commission”) under the provisions of KRS 56.450.

2

(D) The Cabinet for Economic Development has submitted to this Commission an application pursuant to KRS 56.450 for the Commission’s approval of the following economic development revenue fund project to be financed by economic development project revenue bonds to be issued by this Commission pursuant to KRS Chapter 56, KRS Chapter 45 and KRS Chapter 154.

(i) Ballard County Fiscal Court for the benefit of Phoenix Paper Wickliffe LLC ($1,500,000)

NOW, THEREFORE, BE IT RESOLVED BY THE STATE PROPERTY AND

BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY, AS FOLLOWS:

1. The Commission hereby approves the application of the Cabinet for Economic Development financing for the economic development project described above, and further described in the exhibits to the Resolution, from the proceeds of economic development fund to be authorized and issued by this Commission pursuant to the Appropriations Act. 2. The Commission shall, at such time as all preliminary procedures have been concluded in respect of the economic development project approved for financing in Section 1 hereof, authorize and issue its economic development revenue bonds and provide for the application of the proceeds thereof to the financing of such economic development project as aforesaid. Pending the issuance of such bonds by the Commission, this official act of the Commission shall be deemed to be an approval of the issuance of such economic development revenue bonds for purposes of creating accounts receivable upon the books and records of the Finance and Administration Cabinet and other appropriate cabinets and departments of state government of the Commonwealth of Kentucky. Official intent is expressed that the proceeds of State Property and Buildings Commission Revenue Bonds will be used, in whole or in part, to reimburse authorized expenditures made prior to the issuance of said revenue bonds for the project herein described.

3. This Resolution shall be effective immediately.

INTRODUCED, SECONDED AND ADOPTED AT A PROPERLY CONVENED MEETING OF THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY HELD ON MAY 18, 2020.

Holly M. Johnson Secretary of the Finance and Administration Cabinet and Executive Director of the State Property and Buildings Commission

3

Attest: By: ___________________________________


4

CERTIFICATION

The undersigned certifies that he is the duly appointed and acting Secretary to the State Property and Buildings Commission of the Commonwealth of Kentucky; that the foregoing Resolution was duly adopted at a properly convened meeting of said Commission, at which a quorum was present, held on May 18, 2020; that all actions taken in connection with such Resolution were in compliance with the requirements of KRS 61.800-61.850; and that said Resolution is now in full force and effect, all as appears from the official records of said Commission in my custody and under my control.

WITNESS my hand this ____ day of May, 2020

___________________________________________ Ryan Barrow, Secretary

State Property and Buildings Commission

Date:

Grantee:

Beneficiary:

City: County:

Activity:

Bus. Dev. Contact: OFS Staff: K. McCane

Project Description:

Other Start-up Costs

TOTAL

Anticipated Project Funding % of Total

Economic Development Fund Grant (State) 1.0%

50.0%

49.0%

TOTAL 100.0%

Job and Wage Requirement Table

Compliance Date

Average

Wage

Required

December 31, 2023 $33.00

December 31, 2024 $33.00

December 31, 2025 $33.00

December 31, 2026 $33.00

Collateral Required:

Job Reduction Provision: 2023-2026 $1,035 Per job not created or maintained

Wage Reduction Provision:

$30,000,000

$150,000,000

Average Wage Type

* Compliance periods will be annually and first compliance period may be accelerated. Subsequent compliance periods will be adjusted if acceleration occurs.

Full-time, Kentucky-

Resident Jobs

Required Job Type

KENTUCKY ECONOMIC DEVELOPMENT FINANCE AUTHORITY

ECONOMIC DEVELOPMENT FUND (EDF) PROJECT REPORT

Land

Building/Improvements

Equipment

April 30, 2020

Ballard County Fiscal Court

Phoenix Paper Wickliffe LLC

Manufacturing

C. Peek

Wickliffe

Phoenix Paper Wickliffe LLC is a wholly owned subsidiary of Shanying International Holdings and

headquartered in Shanghai, China. The company is restarting a mill in Wickliffe and converting it to a pulp

and brown paper packaging facility.

Anticipated Project Investment - Owned

Ballard

Total Investment

Pro rata portion of EDF grant based on a formula outlined in the EDF grant agreement

Total Hourly Compensation (includes benefits)




Create

Create

Create

Create

Not applicable - Grant is performance-based and disbursement will not occur until after annual compliance

is confirmed.

400

500

$10,000,000

$15,000,000

$95,000,000

$150,000,000

300

$75,000,000

$73,500,000

250

Bank Loan

Company Equity

Amount

$1,500,000

Disbursement:

CED

$258,750

$310,500

$414,000

$516,750

$1,500,000

RECOMMENDED ECONOMIC DEVELOPMENT FUND AMOUNT: $1,500,000

Ownership (20% or more):

Active State Participation at the Project Site:

Date Amount

Mar 26, 2020 $25,000,000

Unemployment Rate:

County: 5.8% Kentucky: 4.3%

Recommendation:

Disbursement of grant funds may occur after each annual compliance period when requirements have been

reviewed by the Cabinet. Funds will flow through the Grantee/local government entity to the

Beneficiary/company.

Shanying International Holdings - Shanghai, China

Staff recommends approval of this EDF grant subject to the terms set forth in this report and the recommendation letter from the

Secretary of the Cabinet for Economic Development (CED). In accordance with KRS 154.12-100, KEDFA's approval of this EDF

grant is subject to CED's receipt of the Secretary of the Finance and Administration Cabinet's concurrence to CED's use of the EDF

funds for this project.

KBI

Status

Approve-Final

Program

December 31, 2023

December 31, 2024

December 31, 2025

December 31, 2026

Attachment F

1

2020-12 A RESOLUTION OF THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY APPROVING THE APPLICATION OF THE SECRETARY OF THE CABINET FOR ECONOMIC DEVELOPMENT TO IDENTIFY AND SPECIFY CERTAIN ECONOMIC DEVELOPMENT PROJECTS TO BE FINANCED FROM THE PROCEEDS OF ECONOMIC DEVELOPMENT REVENUE BONDS TO BE ISSUED BY THE COMMISSION TO MAKE A GRANT TO THE CITY OF ELIZABETHTOWN FOR THE BENEFIT OF THE ELIZABETHTOWN-HARDIN COUNTY INDUSTRIAL FOUNDATION, INC FOR $500,000.

Recitals

(A) The 2020 Kentucky Acts Chapter 92 (House Bill 352, 2020 Regular Session) reauthorizes the issuance of $25,000,000 (House Bill 268, 2019 Regular Session) aggregate principal amount of economic development revenue bonds (Economic Development Bond Program – 2020), reauthorizes $21,000,000 (House Bill 303, 2016 Regular Session) aggregate principal amount of economic development revenue bonds ($7,000,000 for Economic Development Bond Program, $7,000,000 for High-Tech Construction/Investment Pool, and $7,000,000 for the Kentucky Economic Development Finance Authority Loan Pool, to be used interchangeably for economic development projects), reauthorizes the issuance of $2,250,000 (House Bill 235, 2014 Regular Session) aggregate principal amount of economic development revenue bonds (for Economic Development Bond Program, High-Tech Construction/Investment Pool, and the Kentucky Economic Development Finance Authority Loan Pool, to be used interchangeably for economic development projects $21,000,000 less $18,750,000 transferred to the Transportation Cabinet for the Kentucky Aviation Economic Development Fund per 2018 Kentucky Acts Chapter 201 (House Bill 201, 2018 Regular Session)), and reauthorizes the issuance of $27,021,957.17 (House Bill 1, 2010 Extraordinary Session) aggregate principal amount of economic development revenue bonds Economic Development Bond Pool 2010-2012); and a portion of the authorizations are under a plan of finance. (B) KRS Chapter 45 and KRS Chapter 154, require the Secretary of the Cabinet for Economic Development to consult with the Secretary of the Finance and Administration Cabinet and to present to the Capital Projects and Bond Oversight Committee those projects which have been awarded bond fund proceeds and provide that economic development project revenue bond funding shall be carried out for projects approved by the Kentucky Economic Development Finance Authority (“KEDFA”). (C) It is further provided by KRS 154.12-100(5) that before any economic development bonds are issued, the proposed bond issue shall be approved by the Secretary of the Finance and Administration Cabinet and the State Property and Buildings Commission (the “Commission”) under the provisions of KRS 56.450.

2

(D) The Cabinet for Economic Development has submitted to this Commission an application pursuant to KRS 56.450 for the Commission’s approval of the following economic development revenue fund project to be financed by economic development project revenue bonds to be issued by this Commission pursuant to KRS Chapter 56, KRS Chapter 45 and KRS Chapter 154.

(i) City of Elizabethtown for the benefit of the Elizabethtown-Hardin County Industrial Foundation, Inc. ($500,000)

NOW, THEREFORE, BE IT RESOLVED BY THE STATE PROPERTY AND

BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY, AS FOLLOWS:

1. The Commission hereby approves the application of the Cabinet for Economic Development financing for the economic development project described above, and further described in the exhibits to the Resolution, from the proceeds of economic development fund to be authorized and issued by this Commission pursuant to the Appropriations Act. 2. The Commission shall, at such time as all preliminary procedures have been concluded in respect of the economic development project approved for financing in Section 1 hereof, authorize and issue its economic development revenue bonds and provide for the application of the proceeds thereof to the financing of such economic development project as aforesaid. Pending the issuance of such bonds by the Commission, this official act of the Commission shall be deemed to be an approval of the issuance of such economic development revenue bonds for purposes of creating accounts receivable upon the books and records of the Finance and Administration Cabinet and other appropriate cabinets and departments of state government of the Commonwealth of Kentucky. Official intent is expressed that the proceeds of State Property and Buildings Commission Revenue Bonds will be used, in whole or in part, to reimburse authorized expenditures made prior to the issuance of said revenue bonds for the project herein described.

3. This Resolution shall be effective immediately.

INTRODUCED, SECONDED AND ADOPTED AT A PROPERLY CONVENED MEETING OF THE STATE PROPERTY AND BUILDINGS COMMISSION OF THE COMMONWEALTH OF KENTUCKY HELD ON MAY 18, 2020.

Holly M. Johnson Secretary of the Finance and Administration Cabinet and Executive Director of the State Property and Buildings Commission

3

Attest: By: ___________________________________


4

CERTIFICATION

The undersigned certifies that he is the duly appointed and acting Secretary to the State Property and Buildings Commission of the Commonwealth of Kentucky; that the foregoing Resolution was duly adopted at a properly convened meeting of said Commission, at which a quorum was present, held on May 18, 2020; that all actions taken in connection with such Resolution were in compliance with the requirements of KRS 61.800-61.850; and that said Resolution is now in full force and effect, all as appears from the official records of said Commission in my custody and under my control.

WITNESS my hand this ____ day of May, 2020

___________________________________________ Ryan Barrow, Secretary

State Property and Buildings Commission