11-8-01 12. BOND PURCHASE AGREEMENT

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(ii) Wedum is an organization described in Section 501(c)(3) of the Code, is exempt from federal income taxes under Section 501(a) of the Code, except for unrelated business income subject to taxation under Section 511 of the Code, and is a"private foundation" as defined in Section 509(a) of the Code. (iii) Wedum is the sole member of the Borrower and will remain the Borrower's sole member so long as the Bonds are outstanding. No, and no other party has any rights, interests or claims in or to Wedum's membership interest in the Borrower. 4. Closing. At 10:00 A.M., Central time, on November_, 2001 or such later date as we mutually agree upon (the "Closing"), the Issuer will deliver or cause to be delivered to us, at the offices of the Underwriter or at such other place as we may mutually agree upon,the Bonds in definitive fully registered form, duly executed and authenticated. In addition, the other documents hereinafter mentioned will be delivered at the offices of Faegre & Benson LLP and the Underwriter will accept such delivery and pay the purchase price thereof in federal funds payable to the order of the Issuer or the order of such person as the Issuer shall direct and such funds shall be available to the Issuer on the date of Closing. The Bonds will be delivered as fully registered bonds in such authorized denominations and registered in the name of Cede & Co. and in such amounts as the Underwriter may have requested not less than five (5) business days (or other as mutually agreed to)prior to the Closing. The Issuer will deposit with the Trustee, as agent to theThe Depository Trust Company(or such other acceptable depository institution), any or all of the Bonds,. The Bonds will be made available for checking and authentication not less than 48 hours prior to the Closing, at such place as the Issuer and the Underwriter shall agree. It is anticipated that CUSIP identification numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error in the printing of such numbers shall constitute cause for a failure or refusal by the Underwriter to accept delivery of and pay for any Bonds. The Underwriter and the Issuer will cooperate to obtain the CUSIP numbers. 5. Conditions Precedent. The Underwriter has entered into this Bond Purchase Agreement: in reliance upon (i) the representations, warranties and agreements of the Issuer contained herein and in the Indenture, the Loan Agreement and the Resolution; (ii) the representations, warranties and agreements of the Borrower contained herein and in the other Borrower Documents; (iii)the representations, warranties and agreements regarding Wedum contained herein and (iv)the performance by the Issuer and the Borrower of their obligations hereunder, if any, and under the above-mentioned documents, both as of the date hereof and as of the date of the Closing. The Underwriter's obligation under this Bond Purchase Agreement is and shall be subject to the following further conditions: (a) The representations and warranties of the Issuer and the Borrower