PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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Property to the City, which will be assigned by the City to the Trustee as security for the Subordinate Bonds. The Senior Bonds are also to be secured by a Debt Service Reserve Fund and certain other reserve funds. As further security, the Borrower will transfer all Monthly Net Revenues and all Tax Increment Revenues to the Trustee for deposit to a Revenue Fund. The Series 2001 Bonds are special,limited obligations of the City,are not general or moral obligations of the City, and are not payable from any taxes, revenues or assets of the City, except for the City's interest in the Loan Agreement. (See "SECURITY FOR THE SERIES 2001 BONDS"). The Loan Agreement permits the Borrower to incur obligations that are secured on a parity or a subordinate basis to the Series 2001 Bonds under certain circumstances. The Loan Agreement also requires the Borrower to maintain on a quarterly basis Net Revenue Available for Debt Service equal to 110% of the Maximum Debt Service Requirements on all Bonds. Redemption or Prepayment The Series 2001 Bonds are subject to redemption or prepayment prior to maturity,as more fully described herein under the caption"THE SERIES 2001 BONDS-Redemption of Bonds Prior to Maturity," as follows: (a) optional redemption of the Series 2001 Tax-Exempt Bonds at the direction of the Borrower in whole or in part on any Business Day on or after November 1,2006 at the redemption price or prices set forth herein, (b) mandatory redemption due to a Determination of Taxability, with a premium to the extent described herein, (c) optional redemption due to the occurrence of certain events of casualty or condemnation,(d) mandatory redemption of Senior Bonds due to the operation of a mandatory sinking fund, (e) special redemption of Subordinate Bonds from moneys released from the Surplus Fund, and (f) acceleration due to an Event of Default occurring under the Indenture. (See "THE SERIES 2001 BONDS - Redemption of Bonds Prior to Maturity.") Mandatory Tender The Series 2001 Tax-Exempt Bonds are subject to mandatory tender on November 1, 2011 at a purchase price equal to the principal amount thereof plus accrued interest thereon. Miller Johnson Steichen Kinnard,Inc.will serve as Remarketing Agent with respect to the remarketing of the Series 2001 Tax-Exempt Bonds.