PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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("501(c)(3) Organization"). The Sponsor's counsel, Christoffel & Elliott, P.A., St. Paul, Minnesota,on the date of issuance of the Series 2001 Bonds,will deliver its opinion that the Sponsor is a 501(c)(3)Organization. The Sponsor submitted an application for and obtained recognition from the Internal Revenue Service of its status as a 501(c)(3) organization. However, such status might be revoked, and perhaps retroactively, for material noncompliance with factual representations made in the Sponsor's application. A revocation of tax-exempt status or a tax penalty could result if the Internal Revenue Service found that there has been private inurement to any individual or for-profit entity as a result of the transactions contemplated in this Official Statement. Any such revocation likely would render the interest on the Series 2001 Tax-Exempt Bonds includable in federal gross income and would cause a mandatory redemption of all Series 2001 Bonds. Tax Exemption The tax-exempt status of the interest on the Series 2001 Tax-Exempt Bonds is conditioned upon the Borrower and the Sponsor complying with the requirements of the Act, the Code,as amended,and applicable Treasury Regulations as they relate to the Series 2001 Tax-Exempt Bonds. Failure of the Borrower to comply with the terms and conditions of the Loan Agreement, the Indenture and other documents as described herein may result in the loss of the tax-exempt status of the interest on the Series 2001 Tax-Exempt Bonds retroactive to the date of issuance of the Series 2001 Tax-Exempt Bonds. (See "TAX EXEMPTION" herein.) Holders of Series 2001 Tax-Exempt Bonds will not receive any additional interest to compensate them for federal income taxes,interest and penalties which may be assessed with respect to such interest. The Series 2001 Bonds are subject to mandatory redemption upon a Determination of Taxability,at a redemption price equal to par,plus accrued interest, and unless the Borrower delivers to the Trustee a written opinion of Bond Counsel to the effect that the Determination of Taxability was not caused by an action taken or not taken by the Borrower,plus a premium equal to 3%of the principal amount of the Series 2001 Bonds to be redeemed. There can be no assurance that sufficient money would be available in such event to redeem the Series 2001 Bonds. Further, there can be no assurance that a Determination of Taxability will follow promptly the events which give rise to the Determination of Taxability, so that tax obligations may accrue for substantial periods preceding the redemption of Series 2001 Bonds upon a Determination of Taxability. If interest on the Tax-Exempt Bonds should become includable in gross income for purposes of federal income taxation,the market for and value of the Series 2001 Tax-Exempt Bonds would be adversely affected. (See "TAX EXEMPTION" herein.) Lack of Secondary Market The Underwriter expects to effect secondary market trading in the Series 2001 Bonds. However,the Underwriter will not be obligated to make a market in the Series 2001 Bonds or purchase Series 2001 Bonds upon request. It is not expected that an active trading market for the Series 2001 Bonds will develop and,particularly because the Series 2001 Bonds are unrated, liquidity of the Series 2001 Bonds may be limited. Adverse developments, including insufficient cash flow from the Project Facilities,may have an unfavorable effect