11-14-01 1. INDENTURE OF TRUST - Laserfiche WebLink

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Section 3A.03. Remarketing of Series 2001 A 2001 Tax-Exempt Bonds. (1) The Remarketing Agent shall offer for sale and use its best efforts to sell the Series 2001A 2001 Tax-Exempt Bonds for delivery on the Mandatory Tender Date at a purchase price of par plus accrued interest,provided that the Remarketing Agent shall not sell the Series 200-1-24r 2001 Tax-Exempt Bonds to the Borrower or the City. (2) At or prior to 10:00 a.m.,Minneapolis,Minnesota,time,on the third Business Day prior to the Mandatory Tender Date, the Remarketing Agent shall give notice (the "Remarketing Notice"), by telephone,telex or telecopier,promptly confirmed in writing,to the Borrower and the Trustee specifying the total principal amount and denominations of the Series 2001A Bonds, if any, sold for settlement on such Mandatory Tender Date and shall include in the Remarketing Notice given to the Trustee the name,address and taxpayer identification number of the purchaser. On or prior to 12:00 noon,Minneapolis,Minnesota time, on the Mandatory Tender Date, the Remarketing Agent shall deliver to the principal office of the Trustee,in immediately available funds,an amount equal to the purchase price of the total principal amount of Series 200-1-A 2001 Tax-Exempt Bonds so specified in the Remarketing Notice,plus accrued interest,if any. If in the Remarketing Notice,the Remarketing Agent shall have specified the name(s) in which each remarketed Series 2001A 2001 Tax-Exempt Bond is to be registered together with the purchaser's address and taxpayer identification number of the purchaser,and the denomination in which each remarketed Series 2001A 2001 Tax-Exempt Bond is to be issued, delivery of such Series 200IA 2001 Tax-Exempt Bonds, properly executed on behalf of the City and authenticated by the Trustee,registered in the name(s)and issued in the denomination(s) so specified, shall be made to the Remarketing Agent by 12:00 noon,Minneapolis, Minnesota time, at its Minneapolis address on the Mandatory Tender Date against payment by the Remarketing Agent as aforesaid. Section 3A.04. Purchase of Tendered Series 2001A 2001 Tax-Exempt Bonds. On the Mandatory Tender Date,the Trustee shall pay,but only from funds in the Bond Purchase Fund,the purchase price for all Series 2001A 2001 Tax-Exempt Bonds properly tendered, (or deemed tendered)for purchase pursuant to Section 3A.01 hereof, at a purchase price equal to 100% of the principal amount thereof plus accrued interest thereon. Section 3A.05. No Remarketing to Borrower. The Bonds shall not be remarketed to the Borrower, or its Insiders or Affiliates, as such terms are defined in the Federal Bankruptcy Code. Section 3A.06. Purchase Not to Constitute a Redemption. The City and the Trustee recognize and acknowledge that, in carrying out their responsibilities under this Article III-A, the Trustee and the Remarketing Agent shall be acting solely for the benefit of the Holders from time to time of the Series 2991A 2001 Tax-Exempt Bonds and the Borrower. No delivery of Series 2001A Bonds to the Trustee or purchase of Series 2001A 2001 Tax-Exempt Bonds under this Article shall constitute a redemption of the Bonds or an extinguishment of the debt evidenced thereby. Section 3A.07. Untendered Bonds. Any Series 2001A 2001 Tax-Exempt Bonds which is not tendered on or prior to the Mandatory Tender Date with respect to such Series 2001A 2001 Tax-Exempt Bonds(an"Untendered Bond"),as to which there has been irrevocably deposited with the Trustee an amount sufficient to pay the purchase price thereof shall be "deemed tendered" for purposes of this Indenture and shall cease to accrue interest on such Mandatory Tender Date, as the case may be, and the Holder thereof shall not be entitled to any payment other than the purchase price for such Untendered Bond, and shall no longer be entitled to the benefits of this Indenture, except for payment of the purchase price therefor and - 33 -