PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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each of these attorneys or law firms may have acted as Bond Counsel or represented the City, the Borrower, the Sponsor or the Underwriter or their affiliates, or other parties to the transactions contemplated in this Official Statement, in capacities different from those described under"ENFORCEABILITY OF OBLIGATIONS,"and there will be no limitations imposed as a result of the issuance of the Series 2001 Bonds on the ability of any of these firms or attorneys to act as Bond Counsel or represent any of these parties in any future transactions. Potential purchasers of the Series 2001 Bonds should not assume that the Borrower and the Underwriter or their respective counsel or Bond Counsel have not previously engaged in, or will not after the issuance of the Series 2001 Bonds engage in, other transactions with each other or with any affiliates of any of them,and no assurance can be given that there are or will be no past or future relationships or transactions between or among any of these parties or these attorneys or law firms. In addition,the Indenture permits the Trustee and its officers and directors to acquire and own or become the pledgee of Series 2001 Bonds and otherwise deal with the City and the Borrower in the same manner, to the same extent and with like effect as though it were not Trustee under the Indenture. UNDERWRITING The Series 2001 Bonds are being purchased from the City by Miller Johnson Steichen Kinnard,Inc., in Minneapolis,Minnesota(the "Underwriter"). The Underwriter has agreed to purchase the Series 2001 Bonds at a price equal to$ , subject to the terms of a Bond Purchase Agreement between the City, the Borrower and the Underwriter. The Bond Purchase Agreement provides that the Underwriter will purchase all Series 2001 Bonds if any are purchased and that the obligation to make such purchase is subject to certain terms and conditions set forth in the Bond Purchase Agreement, the approval of certain legal matters by counsel and certain other conditions. The initial public offering prices set forth on the cover page hereof may be changed from time to time by the Underwriter. The Borrower has agreed under the Bond Purchase Agreement to pay a fee to the Underwriter in an amount equal to $ and to indemnify the Underwriter and the City against certain liabilities, including certain liabilities under federal and state securities laws. CONTINUING DISCLOSURE The Borrower has undertaken all responsibilities for any continuing disclosure concerning the Borrower and the Project to the owners of the Series 2001 Bonds as described below, and the Issuer is to have no liability to the owners of the Series 2001 Bonds or any other person with respect to such disclosures by the Borrower or others. The Borrower will covenant, pursuant to the Continuing Disclosure Agreement, to provide annually certain audited financial information(for the Fiscal Year ending December 31),and operating data relating to the Project by not later than 120 days after the end of each