PRILIMINARY OFFIC STATEMENT 11-15-2001 44.

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organization(the "Sponsor"),pursuant to a Loan Agreement,dated as of November 1, 2001 (the"Loan Agreement"),between the City and the Borrower,under which the Borrower will agree to make monthly payments ("Loan Repayments") which, if fully and promptly paid, will be sufficient to pay when due the principal of and interest on the Series 2001 Bonds. The Borrower's obligations under the Loan Agreement to make such Loan Repayments and to fund redemption of the Series 2001 Bonds upon a Determination of Taxability(as defined in Appendix A)are nonrecourse to the Borrower and are secured solely from the Mortgaged Property or such other security as may from time to time be given as security for the obligations under the Loan Agreement (as defined in Appendix A) or the Indenture (the "Collateral"). The Borrower has no operating history and the Project is the only significant asset held by the Borrower. (See "The Loan Agreement" in Appendix A to this Official Statement.) Security for the Series 2001 Bonds Pursuant to the Indenture, the City will pledge to the Trustee, for the equal and ratable benefit of the holders of the outstanding Senior Bonds,and on a subordinate basis for the equal and ratable benefit of the holders of the outstanding Subordinate Bonds, all of its interest in the Loan Agreement (other than certain indemnification rights and expense reimbursement payments)to secure payment of the principal of,premium,if any,and interest on such Bonds. Pursuant to a Combination Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, dated as of November 1, 2001, from the Borrower to the City and assigned to the Trustee(the "Mortgage"),the payment of the principal of,premium, if any, and interest on the Senior Bonds will be secured by a first leasehold mortgage lien on, a first security interest in, and a first assignment of leases and rents of,the Mortgaged Property,subject to certain Permitted Encumbrances described in the Mortgage. (See"The Mortgage"in Appendix A to this Official Statement.)The Subordinate Bonds will be secured by a second leasehold mortgage lien on, a security interest in, and a second assignment of leases and rents of, the Mortgaged Property, subject to certain Permitted Encumbrances and the Mortgage, pursuant to a separate mortgage (the "Subordinate Mortgage"), granted by the Borrower to the City and assigned to the Trustee. Ground Lease The land on which the Project Facilities will be located will be leased to the Borrower from the Orono Housing and Redevelopment Authority(the "HRA")pursuant to a Ground Lease dated as of November 1,2001 (the"Ground Lease")for a term of 99 years. The annual Ground Lease payments shall be$1.00,which will be prepaid at closing. (See "The Ground Lease" in Appendix A to this Official Statement.) Mandatory Tender of Series 2001 Tax-Exempt Bonds The Series 2001 Tax-Exempt Bonds are subject to mandatory tender on November 1,2011 at a purchase price equal to the principal amount plus accrued interest thereon. See "THE SERIES 2001 BONDS - Mandatory Tender of Series 2001 Tax-Exempt Bonds."