<PAGE>   1
                                                                   EXHIBIT 10.66

NEW ISSUE-- BOOK-ENTRY ONLY                 RATING: STANDARD & POOR'S: AA-/A-1+

         In the opinion of Bond Counsel, assuming continuing compliance by
McClain of Alabama, Inc. herein referred with certain conditions imposed by the
Internal Revenue Code of 1986, as amended (the "Code"), interest income on the
Bonds is excludable from the gross income of the recipients thereof for federal
income tax purposes, except under certain conditions as set forth herein under
the caption "TAX MATTERS." The Bonds are "private activity bonds", the interest
on which is an item of tax preference for purposes of the Alternative Minimum
Tax on individuals and corporations under the Code. Ownership of the Bonds by
certain classes of taxpayers may have certain other federal tax consequences. In
the opinion of Bond Counsel, interest income on the bonds will be exempt, under
existing statutes, from Alabama income taxation.  See "TAX MATTERS" herein for 
a more complete discussion.

                                   $5,225,000
                       THE INDUSTRIAL DEVELOPMENT BOARD OF
                              THE CITY OF DEMOPOLIS
                INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1997
                       (MCCLAIN OF ALABAMA, INC. PROJECT)


DATED: DATE OF DELIVERY              PRICE: 100%             DUE: APRIL 1, 2007
         The Bonds are limited obligations of the Board payable solely from the
revenues and receipts derived by the Board from the leasing or sale of the
Project described herein, including payments to be made under a Lease Agreement
and Bond Guaranty by McClain of Alabama, Inc., a Michigan corporation (the
"Company"). All Bonds other than Obligor Bonds, as defined herein, are
additionally secured by an irrevocable, direct-pay letter of credit issued by
Standard Federal Bank, a federal savings bank (the "Credit Obligor"). The Letter
of Credit will be confirmed by

                              LASALLE NATIONAL BANK

a national banking association (the "Confirming Bank").
         The Bonds shall never constitute an indebtedness of the State of
Alabama or any political subdivision thereof, including the City of Demopolis,
within the meaning of any constitutional provision or statutory limitation and
shall never constitute nor give rise to a pecuniary liability of the State of
Alabama or any political subdivision thereof, including the City of Demopolis,
or a charge against the general credit or taxing powers of any of the foregoing.
         The letter of credit will permit the Trustee to draw thereunder for the
payment when due of the principal of the Bonds other than Obligor Bonds (whether
due at maturity or upon acceleration or redemption), the maximum amount of
interest payable on the Bonds other than Obligor Bonds for a period of 45 days
at the rate then in effect, not to exceed 12% per annum and the purchase price
of Bonds other than Obligor Bonds tendered (or deemed tendered) for purchase
pursuant to the optional and mandatory tender provisions with respect to the
Bonds. The letter of credit will expire on May 15, 1998 (except upon the earlier
occurrence of certain events). The Trust Indenture pursuant to which the Bonds
are being issued provides that a substitute letter of credit may be delivered to
the Trustee under certain conditions, as described herein.
         The Bonds are subject to redemption, mandatory tender and purchase, and
optional tender and purchase, all as described herein.
         The Bonds will initially bear interest at the Variable Rate (as defined
herein). Interest at the Variable Rate will be payable on the first business day
of each month, commencing May 1, 1997, and on the day immediately following any
Variable Rate Period (as defined herein). The interest rate on the Bonds may,
upon request of the Company, be converted to a Term Rate (as defined herein) for
a Term Rate Period (as defined herein) of 30 days, 6 months, 1 year or any
multiple of 1 year. See "THE BONDS - Variable Rate" and " - Term Rate." Interest
with respect to any Term Rate Period of less than 6 months shall be payable on
the day immediately following the Term Rate Period. Interest with respect to any
Term Rate Period of 6 months or more shall be payable semiannually (beginning 6
months after the first day of the calendar month in which such Term Rate Period
began) and on the day immediately following such Term Rate Period.
         The Bonds will be initially issued as fully registered Bonds, in
book-entry form, registered in the name of Cede & Co., as registered owner and
nominee of The Depository Trust Company, New York, New York ("DTC"), which will
act as securities depository for the Bonds. Individual purchases of beneficial
interests in the Bonds will be made through DTC's Book-Entry System. Purchasers
of beneficial interests in the Bonds will not receive certificates representing
their interests in the Bonds. See "BOOK-ENTRY ONLY SYSTEM" herein. So long as
Cede & Co. is the registered owner of the Bonds, payments of principal of and
interest on the Bonds will be paid through the facilities of DTC. Disbursement
of such payments to DTC Participants is the responsibility of DTC and
disbursement of such payments to the purchasers of beneficial interests in the
Bonds is the responsibility of DTC Participants, as more fully described herein.
         The Bonds are offered when, as and if issued, subject to the approval
of legality by Bradley Arant Rose & White LLP, Birmingham, Alabama, Bond
Counsel. Certain legal matters will be passed upon for the Company by its
counsel, Jaffe, Raitt, Heuer & Weiss, Professional Corporation, Detroit,
Michigan, for the Credit Obligor by its counsel, Bodman, Longley & Dahling LLP,
Detroit, Michigan, and for the Confirming Bank by Janet M. Knutel, Assistant
Counsel, ABN AMRO North America, Inc., the holding company of LaSalle National
Bank. Delivery of the Bonds is expected to be made on or about April 23, 1997.

                              LASALLE NATIONAL BANK
                      PLACEMENT AGENT AND REMARKETING AGENT
--------------------------------------------------------------------------------
            The date of this Placement Memorandum is April 23, 1997.
<PAGE>   2



         No broker, dealer, salesperson or any other person has been authorized
by the Issuer, the Company or LaSalle National Bank to give any information or
to make any representation other than as contained in this Placement Memorandum
in connection with the offering described herein, and if given or made, such
other information or representation must not be relied upon as having been
authorized by any of the foregoing.

         The information set forth herein under the captions "THE ISSUER"and
"LITIGATION," as the latter section relates to the Issuer, has been furnished by
the Issuer, and all other information set forth herein has been obtained from
the Company, Standard Federal Bank, The Depository Trust Company, and other
sources (other than the Issuer) that are believed to be reliable, but the
accuracy or completeness of such information is not guaranteed by, and is to not
be construed as a representation by, any of them.

         The information and expression of opinions herein are subject to change
without notice, and neither the delivery of this Placement Memorandum, nor any
sale made hereunder, shall under any circumstances create any implication that
there has been no change in the affairs of the Issuer, Standard Federal Bank,
LaSalle National Bank or the Company since the date hereof.

         This Placement Memorandum does not constitute an offer of any
securities, other than those described on the cover page, or an offer to sell or
a solicitation of any offer to buy in any jurisdiction in which it is unlawful
for such person to make such offer, solicitation or sale,

THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE
SECURITIES LAWS AND, UNLESS SO REGISTERED, MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 AND APPLICABLE STATE
SECURITIES LAWS.


<PAGE>   3



                                TABLE OF CONTENTS


  INTRODUCTION..............................................................1

  DEFINITIONS...............................................................2

  THE BOARD.................................................................7

  THE COMPANY...............................................................7

  THE PROJECT...............................................................7

  PROPOSED USES OF FUNDS....................................................7

  THE BONDS.................................................................7

  BOOK-ENTRY ONLY SYSTEM...................................................14

  THE LEASE................................................................16

  THE INDENTURE............................................................21

  THE BOND GUARANTY........................................................26

  THE LETTER OF CREDIT AND THE CONFIRMATION................................26

  THE REIMBURSEMENT AGREEMENT..............................................30

  THE MORTGAGE.............................................................31

  TRUSTEE..................................................................32

  REMARKETING AGENT........................................................32

  RATING...................................................................32

  CONTINUING INFORMATION...................................................32

  TAX MATTERS..............................................................33

  LEGAL MATTERS............................................................33

  PLACEMENT OF THE BONDS...................................................34

  LITIGATION...............................................................34

  MISCELLANEOUS............................................................34



<PAGE>   4

  AUTHORIZATION............................................................36

  APPENDIX A-- FORM OF APPROVING OPINION OF BOND COUNSEL..................A-1

  APPENDIX B-- STANDARD FEDERAL BANK......................................B-1

  APPENDIX C-- LASALLE NATIONAL BANK......................................C-1




<PAGE>   5



                              PLACEMENT MEMORANDUM


                                   $5,225,000
                        THE INDUSTRIAL DEVELOPMENT BOARD
                            OF THE CITY OF DEMOPOLIS
                INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1997
                       (MCCLAIN OF ALABAMA, INC. PROJECT)


                                  INTRODUCTION


  This Placement Memorandum is being furnished in connection with the issuance
of the bonds referred to above (the "Bonds") by The Industrial Development Board
of the City of Demopolis (the "Board"). The Board is a public corporation under
the laws of the State of Alabama. The Bonds will be issued pursuant to Article
4, Chapter 54, Title 11 (Section 11-54-80 et seq.) of the Code of Alabama 1975
(the "Enabling Law"). The Bonds will be issued under a Trust Indenture dated as
of April 1, 1997 (the "Indenture") between the Board and LaSalle National Bank,
a national banking association (the "Trustee").

  The Bonds will be issued for the purpose of financing the acquisition of a
manufacturing plant (the "Plant"), certain real property, owned by the Board, on
which the Plant is located (the "Project Site") and the acquisition and
installation in the Plant and elsewhere on the Project Site of certain items of
machinery, equipment and other personal property (the "Equipment"). The Project
Site, the Plant and the Equipment (together, the "Project") will be leased by
the Board to McClain of Alabama, Inc., a Michigan corporation (the "Company"),
pursuant to a Lease Agreement dated as of April 1, 1997 (the "Lease") providing,
among other things, for rental payments at times and in amounts sufficient to
pay when due debt service on and the purchase price of the Bonds.

  Payment of debt service on the Bonds will be guaranteed by the Company
pursuant to a Bond Guaranty Agreement dated as of April 1, 1997 (the "Bond
Guaranty") in favor of the Trustee.

  As additional security for the payment of the debt service on and the purchase
price of the Bonds other than Obligor Bonds, the Company will cause Standard
Federal Bank, a federal savings bank (the "Credit Obligor"), to issue its
irrevocable, direct-pay letter of credit (the "Letter of Credit") in favor of
the Trustee. The Letter of Credit will be confirmed by LaSalle National Bank, a
national banking association (the "Confirming Bank").

  The Letter of Credit will be issued pursuant to a Reimbursement Agreement
dated as of April 1, 1997 (the "Reimbursement Agreement") between the Company
and the Credit Obligor. The Reimbursement Agreement will provide, among other
things, for reimbursement to the Credit Obligor by the Company of all amounts
drawn under the Letter of Credit. The Company's obligations under the
Reimbursement Agreement will be secured by a Mortgage, Assignment of Leases and
Security Agreement dated as of April 1, 1997 (the "Mortgage") executed by the
Board and the Company in favor of the Credit Obligor.

  THE BONDS ARE LIMITED OBLIGATIONS OF THE BOARD PAYABLE SOLELY FROM THE
REVENUES AND RECEIPTS DERIVED FROM THE LEASING OR SALE OF THE PROJECT.

  PURCHASERS OF THE BONDS SHOULD MAKE THEIR DECISION TO INVEST IN THE BONDS
SOLELY UPON THEIR ASSESSMENT OF THE CREDITWORTHINESS OF THE CREDIT OBLIGOR. NO
ATTEMPT IS MADE IN THIS PLACEMENT MEMORANDUM TO DESCRIBE THE COMPANY OR ITS
OPERATIONS WITH RESPECT TO THE PROJECT IN A MANNER THAT 

                                                        

<PAGE>   6


WOULD ENABLE PURCHASERS OF THE BONDS TO ASSESS THE CREDITWORTHINESS OF THE
COMPANY. ACCORDINGLY, IN DECIDING WHETHER TO PURCHASE THE BONDS, POTENTIAL
INVESTORS SHOULD NOT RELY UPON THE ABILITY OF THE COMPANY TO MAKE THE REQUIRED
PAYMENTS UNDER THE LEASE AGREEMENT OR BOND GUARANTY.

  ALTHOUGH THE BOARD WILL, IN THE INDENTURE, PLEDGE AND ASSIGN TO THE TRUSTEE,
FOR THE BENEFIT OF THE BONDHOLDERS, THE LEASE AND THE REVENUES AND RECEIPTS TO
BE DERIVED FROM THE LEASING AND SALE OF THE PROJECT, SUCH PLEDGE AND ASSIGNMENT
IS SUBORDINATE TO THE RIGHTS OF THE CREDIT OBLIGOR UNDER THE MORTGAGE EXCEPT
WITH RESPECT TO MONEY AND INVESTMENTS ON DEPOSIT IN THE SPECIAL FUNDS CREATED
UNDER THE INDENTURE.

  The form of the approving opinion of bond counsel is attached hereto as
Appendix A. Appendix B sets forth certain information pertaining to the Credit
Obligor and Appendix C sets forth certain information pertaining to the
Confirming Bank. Summary descriptions of the Indenture, the Lease, the Bond
Guaranty, the Letter of Credit, the Confirmation, the Reimbursement Agreement
and the Mortgage are included in this Placement Memorandum. The descriptions
herein do not purport to be complete and are qualified in their entirety by
reference to each specific document being described, forms of which may be
obtained at the principal offices of the placement agent, LaSalle National Bank,
181 West Madison, Suite 3200, Chicago, Illinois 60602, Attention: Capital
Markets Group. All such descriptions are further qualified in their entirety by
reference to bankruptcy, insolvency and other similar laws and principles of
equity relating to or affecting generally the enforcement of creditors' rights.
Capitalized terms which are not otherwise defined herein shall be given the same
meaning as set forth in the respective documents.


                                   DEFINITIONS


  Certain capitalized terms used frequently in this Placement Memorandum are
defined in this section of the Placement Memorandum.

  Act of Bankruptcy means the filing of a petition in bankruptcy (or the
commencement of a bankruptcy or similar proceeding) by or against the designated
entity under any applicable bankruptcy, insolvency, reorganization, or similar
law, now or hereafter in effect.

  Basic Rent means the moneys payable by the Company pursuant to the Lease to
provide for the payment of the principal of and the interest and premium (if
any) on, or purchase price of, the Bonds.

  Board means The Industrial Development Board of the City of Demopolis, an
Alabama public corporation.

  Bond Counsel means independent counsel whose experience in matters relating to
the issuance of obligations by states and their political subdivisions is
nationally recognized.

  Bond Guaranty means the Bond Guaranty Agreement dated as of April 1, 1997,
executed by the Company in favor of the Trustee.

  Bond Purchase Fund means the fund by that name established under the
Indenture.




                                      -2-
<PAGE>   7

  Bonds means the Board's $5,225,000 Industrial Development Revenue Bonds,
Series 1997 (McClain of Alabama, Inc. Project) issued pursuant to the Indenture.
                                          
  Business Day means any day other than a Saturday, a Sunday or a day on which
banking institutions are closed in any of the following locations: (i) the city
in which the principal office of the Trustee is located, (ii) the city in which
the principal office of the Remarketing Agent is located, (iii) the city in
which the office of the Credit Obligor where drawings under the Letter of Credit
are to be made is located, (iv) the City of New York, New York, or (v) the City
of Chicago, Illinois.

  Code means the Internal Revenue Code of 1986, as amended from time to time.

  Company means McClain of Alabama, Inc., a Michigan corporation.

  Confirmation means the irrevocable confirmation issued by LaSalle National
Bank, confirming the initial Letter of Credit issued by Standard Federal Bank
and delivered to the Trustee on the Issue Date, and any substitute Confirmation
issued in accordance with the provisions of the Indenture.

  Confirming Bank means LaSalle National Bank, a national banking association,
in its capacity as issuer of the Confirmation.

  Construction Fund means the fund by that name established under the Indenture.

  Conversion Date means the first day of any Term Rate Period.

  Credit Obligor means Standard Federal Bank, a federal savings bank, in its
capacity as issuer of the Letter of Credit.

  Debt Service Fund means the fund by that name established under the Indenture.

  Determination of Taxability means a determination that the interest income on
any of the Bonds is Taxable, which determination shall be deemed to have been
made upon the occurrence of the first to occur of the following:

                  (a) the date on which the Company determines that the interest
  income on any of the Bonds is Taxable by filing with the Trustee a statement
  to that effect; or

                  (b) the date on which the Company shall be advised by private
  ruling, technical advice or any other written communication from an authorized
  official of the Internal Revenue Service that, based upon any filings of the
  Company, or upon any review or audit of the Company, or upon any other grounds
  whatsoever, the interest income on any of the Bonds is Taxable; or

                  (c) the date on which the Company shall receive notice from
  the Trustee in writing that the Trustee has been advised (i) by any Holder of
  any Bonds that the Internal Revenue Service has determined that the interest
  income on the Bonds is Taxable or (ii) by any authorized official of the
  Internal Revenue Service that the interest income on any of the Bonds is
  Taxable;



                                      -3-
<PAGE>   8

provided that no Determination of Taxability shall be deemed to have occurred:
(1) as a result of a determination by the Company pursuant to the preceding
clause (a) unless supported by a written opinion of Bond Counsel acceptable to
the Trustee and the Board that the interest income on the Bonds is Taxable; or
(2) as a result of the event described in the preceding clauses (b) or (c)
unless and until (1) the Company has been afforded a reasonable opportunity, at
its expense, to contest such determination either through its own action (if
permitted by law) or by or on behalf of one or more of the holders of the Bonds
and (2) such contest, if made, has been abandoned by the Company or has been
finally determined by a court of competent jurisdiction from which no further
appeal exists, but if such contest has not been abandoned or finally determined
within three years of the event described in either of said clauses (b) and (c)
which forms the basis of the Determination of Taxability in question, then such
Determination of Taxability shall be deemed to have occurred three years after
the date of such event.

  Enabling Law means Article 4, Chapter 54, Title 11 (Section 11-54-80 et seq.)
of the Code of Alabama 1975.

  Equipment means the machinery, equipment and other personal property to be
acquired and installed in the Plant and elsewhere on the Project Site which is
being financed out of the proceeds of the Bonds.

  Federal Securities means direct obligations of, or obligations the full and
timely payment of which is guaranteed by, the United States of America.

  Financing Documents means the Indenture, the Lease, the Bond Guaranty, the
Credit Agreement and the Mortgage.

  Improvements means the improvements to the Plant required by the Lease to be
constructed by the Company.

  Indenture means the Trust Indenture dated as of April 1, 1997, between the
Board and the Trustee.

  Interest Payment Date, when used with respect to any installment of interest
on the Bonds, means the date specified in the Bonds as the fixed date on which
such installment of interest is due and payable.

  Interest Portion, when used with respect to the Letter of Credit, means the
amount that may be drawn with respect to payment of accrued but unpaid interest
on the Bonds, or payment of the interest portion of the purchase price of
Tendered Bonds.

  Interim Agreement means the Interim Agreement dated as of August 1, 1996,
between the Board and the Company.

  Lease means the Lease Agreement dated as of April 1, 1997, between the Board
and the Company.

  Letter of Credit means the initial letter of credit issued by the Credit
Obligor and delivered to the Trustee on the date of delivery of the Bonds, and,
unless the context or use indicates another or different meaning or intent,
includes (a) any substitute letter of credit accepted by the Trustee pursuant to
the terms of the Indenture and (b) any Confirmation.

  Mandatory Tender means a tender of Bonds for purchase that is required by the
Indenture (as described below under "THE BONDS - Mandatory Tenders").

  Mandatory Tender Date means a date on which any Mandatory Tender of Bonds is
required.



                                      -4-
<PAGE>   9

  Maximum Rate means the maximum rate per annum, specified in the Letter of
Credit, upon which there has been calculated the amount available to be drawn on
such Letter of Credit to pay interest on the Bonds.

  Mortgage means the Mortgage, Assignment of Leases and Security Agreement dated
as of April 1, 1997, executed by the Company and the Board in favor of the
Credit Obligor.

  Obligor Bond means (i) any Pledged Bond and (ii) any Bond registered in the
name of the Company.

  Optional Tender means a tender of Bonds for purchase at the option of the
holder thereof, as permitted by the Indenture (as described below under "THE
BONDS - Optional Tenders").

  Optional Tender Date means any date on which Bonds are to be purchased
pursuant to an Optional Tender.

  Plant means the manufacturing plant located on the Project Site.

  Pledged Bonds means Bonds purchased pursuant to the Optional or Mandatory
Tender provisions of the Indenture with money drawn under the Letter of Credit
and held by the Tender Agent or Trustee for the benefit of, or registered in the
name of, the Credit Obligor, as pledgee.

  Principal Portion when used with respect to the Letter of Credit, means the
amount that may be drawn under the Letter of Credit with respect to payment of
the unpaid principal amount of the Bonds or payment of the principal portion of
the purchase price of Tendered Bonds.

  Project means the Project Site, the Plant and the Equipment.

  Project Development Costs means the costs of acquiring the Project Site and
the improvements located thereon, constructing the Improvements and acquiring
and installing the Equipment, the expenses incurred by the Board in connection
with the issuance and sale of the Bonds (including the initial charge of the
Trustee, the fee for the issuance of the initial Letter of Credit and the
fiscal, legal, printing, advertising, recording and other similar fees and
expenses relating thereto), interest on the Bonds to the extent such interest
constitutes a Qualified Project Cost, and all costs and expenses incurred by the
Board in connection with and directly related to the planning, development and
design of the Plant and the Equipment, including, without limiting the
generality of the foregoing, any such costs or expenses paid by the Company or
by the Board with funds advanced by the Company and for which the Company is
entitled to be reimbursed under the provisions of the Interim Agreement.

  Project Site means the real property described in the Lease and the Indenture
on which the Plant is to be constructed.

  Qualified Project Costs means Project Development Costs paid or reimbursed
pursuant to the provisions of the Indenture to the extent that such costs (i)
constitute expenditures for the acquisition, construction, reconstruction or
improvement of land or property of a character subject to the allowance for
depreciation within the meaning of Section 144(a)(1) of the Internal Revenue
Code of 1986, as amended, and (ii) were paid or incurred subsequent to the date
that was 60 days prior to the effective date of the Interim Agreement.

  Rating Agency means any nationally recognized securities rating agency.





                                      -5-
<PAGE>   10

  Reimbursement Agreement means the Reimbursement Agreement dated as of April 1,
1997, between the Credit Obligor and the Company.

  Remarketing Agent means the person appointed as such pursuant to the
Indenture.

  Special Funds means the Debt Service Fund, the Bond Purchase Fund, the
Construction Fund and any other fund or account established under the Indenture.

  Stated Amount means the maximum amount available to be drawn under the Letter
of Credit, as such amount may be reduced and reinstated from time to time
pursuant to the provisions of the Letter of Credit.

  Stated Expiration Date means the date on which the Letter of Credit will, by
its terms, expire unless the Letter of Credit is terminated on an earlier date
in accordance with its terms.

  Substitute Letter of Credit means a letter of credit delivered to the Trustee
in substitution for the letter of credit then held by the Trustee.

  Taxable, when applied to the interest income on any of the Bonds, means that,
under federal tax laws and regulations issued thereunder, as such laws and
regulations exist on the date of initial delivery of the Bonds or as they may
thereafter be amended, the interest income on such Bond is includable in gross
income of the recipient thereof for Federal income tax purposes for any reason
other than the fact (and for the period) that such Bond is held by a person who
is a "substantial user" of the Project or a "related person" within the meaning
of Section 147(a) of the Code or any successor provision.

  Tender Agent means the person (if any) appointed as such pursuant to the
Indenture. Unless and until a Tender Agent is appointed, the Trustee shall
perform all duties of the Tender Agent under the Indenture.

  Tender Date means any date on which Bonds are to be purchased pursuant to the
Optional or Mandatory Tender provisions of the Indenture.

  Tendered Bonds means Bonds tendered (or deemed tendered) for purchase pursuant
to the Optional or Mandatory Tender provisions of the Indenture.

  Term Rate means the fixed interest rate borne by the Bonds during a Term Rate
Period.

  Term Rate Interest Payment Date means a date on which interest calculated
according to the Term Rate is payable on the Bonds.

  Term Rate Period means a period specified by the Company during which the
Bonds shall bear interest at a Term Rate.

  Trustee means LaSalle National Bank, a national banking association, in its
capacity as trustee under the Indenture.

  Unsurrendered Bond means Bonds (or portions thereof) which are deemed
purchased pursuant to the Optional or Mandatory Tender provisions of the
Indenture, but which have not been presented to the Trustee by the holders
thereof.

  Variable Rate means the variable interest rate borne by the Bonds during a
Variable Rate Period.




                                      -6-
<PAGE>   11

  Variable Rate Interest Payment Date means a date on which interest calculated
at the Variable Rate is payable on the Bonds.

  Variable Rate Period means a period during which the Bonds bear interest at
the Variable Rate.


                                    THE BOARD

  The Board is a public corporation under the laws of the State of Alabama
created pursuant to the Enabling Law. The Board is authorized by the Enabling
Law to issue its bonds for the purposes of providing funds to pay the costs of
constructing the Plant and acquiring and installing the Equipment, and to lease
the Project to the Company. The Board has no taxing power.


                                   THE COMPANY


  The Company is a Michigan corporation with its principal offices located in
the City of Demopolis, Alabama. The Company was created to acquire and operate
the Project.


                                   THE PROJECT


  The Project consists of the financing of the acquisition, renovation and
equipping of a manufacturing facility located in the City of Demopolis, Alabama,
which manufactures and sells containers. The Project consists of a manufacturing
facility containing approximately 103,000 square feet and related office space
located on approximately 84 acres of land, and machinery and equipment used in
the Company's business.


                             PROPOSED USES OF FUNDS


  The Board will receive funds from the sale of the Bonds and such funds will be
deposited under the Indenture and applied as described below:

<TABLE>
<S>                                                                                          <C>             
          Acquisition of Project Site and existing plant and equipment....................   $      3,539,750
          Construction of the Improvements................................................             78,297
          Acquisition and installation of new Equipment...................................          1,502,453
          Issuance expenses...............................................................            104,500
                                                                                             ----------------

          Total uses of funds.............................................................   $      5,225,000
                                                                                             ================
</TABLE>


                                      -7-
<PAGE>   12

                                    THE BONDS


         The Bonds are secured by a pledge of payments derived by the Issuer
pursuant to the Lease. All Bonds will initially bear interest at the Variable
Rate. The Bonds are additionally secured by the Letter of Credit, which is
backed by the Confirmation. The Bonds may be secured by a Substitute Letter of
Credit pursuant to the terms of the Indenture.


General Description of Bonds

         The Bonds will be dated as of the date of original issuance and will
mature on the date set forth on the cover page of this Placement Memorandum. The
Bonds will be issuable only as fully registered Bonds without coupons in
denominations of $100,000 and integral multiples of $5,000 in excess thereof.

         The Bonds will initially bear interest at the Variable Rate. The
Company may elect to have the Bonds bear interest for a Term Rate Period of 30
days, 6 months, 1 year or any multiple of 1 year at the Term Rate. No Term Rate
Period designated by the Company may extend beyond the last day prior to the
final maturity of the Bonds. In no event will the interest rate borne by the
Bonds exceed the Maximum Rate.

         Interest on the Bonds at the Variable Rate will be payable on the first
Business Day of each calendar month, commencing May 1, 1997, with respect to
interest accrued through the last day of the immediately preceding month and on
the day immediately following any Variable Rate Period with respect to interest
accrued through the last day of such Variable Rate Period and will be calculated
on the basis of a 365 or 366-day year, as the case may be, for the actual number
of days elapsed. Interest on the Bonds with respect to any Term Rate Period of
less than 6 months will be payable on the day immediately following such Term
Rate Period with respect to interest accrued through the last day of such Term
Rate Period and will be calculated on the basis of a 365 or 366-day year, as the
case may be, for the actual number of days elapsed. Interest with respect to any
Term Rate Period of 6 months or more will be payable (i) with respect to the
interest accrued through the last day of the immediate preceding month (a) on
the first day of the calendar month that is 6 months after the first day of the
calendar month in which such Term Rate Period began and (b) semiannually
thereafter, and (ii) with respect to interest accrued through the last day of
such Term Rate Period on the day immediately following such Term Rate Period,
and will be calculated on the basis of a 360-day year with 12 months of 30 days
each.

         Payment of interest due on each interest payment date will be made by
check or draft mailed on such interest payment date to the persons who are
registered holders of the Bonds on the regular record date for such interest
payment date, which will be (i) the day next preceding any Variable Rate
Interest Payment Date or any Term Rate Interest Payment Date with respect to a
Term Rate Period of less than 6 months, or (ii) the 15th day (whether or not a
Business Day) next preceding any Term Rate Interest Payment Date with respect to
a Term Rate Period of 6 months or more. Payment of principal (and premium, if
any) on the Bonds and payment of accrued interest on the Bonds due upon
redemption on any date other than an interest payment date will be made only
upon surrender of the Bonds at the principal corporate trust office of the
Trustee in Chicago, Illinois. The holder of any Bond in a principal amount of
$100,000 or more may, upon the terms and conditions of the Indenture, request
payment of debt service by wire transfer to an account of such holder maintained
at a bank in the continental United States or by any other method providing for
payment in same-day funds that is acceptable to the Trustee. SEE, HOWEVER,
"BOOK-ENTRY ONLY SYSTEM" BELOW.

         LaSalle National Bank will be the Trustee under the Indenture. The
Trustee is also bond registrar and paying agent. Its principal corporate trust
office is located in Chicago, Illinois.



                                      -8-
<PAGE>   13

         The Trustee may, but is not required to, appoint a Tender Agent for the
purpose of accepting delivery of Bonds to be purchased pursuant to the Optional
or Mandatory Tender provisions of the Indenture and authenticating and
delivering Bonds pursuant to the transfer and exchange provisions of the
Indenture. A Tender Agent will not be appointed at the time of delivery of the
Bonds to the original purchasers and will not be appointed later unless and
until the Trustee elects to do so.

         The Board and the Company will appoint LaSalle National Bank, Chicago,
Illinois, as remarketing agent (the "Remarketing Agent") under the Indenture.

Source of Payment of Bonds

         THE BONDS ARE LIMITED OBLIGATIONS OF THE BOARD, PAYABLE SOLELY FROM THE
REVENUES AND RECEIPTS DERIVED FROM THE LEASING OR SALE OF THE PROJECT.  Payment
of the Bonds is secured by the lien of the Indenture on the trust estate created
thereunder, which consists generally of (i) an assignment of the Lease and (ii)
a pledge of said revenues and receipts and money and investments held in the
Special Funds. The Indenture provides in effect that all payments of debt
service on and, to the extent remarketing proceeds are insufficient, the
purchase price of Bonds other than Obligor Bonds will be made with money drawn
under the Letter of Credit and that amounts so drawn will be credited against
the Company's obligation to make rental payments with respect to debt service on
and the purchase price of Bonds. THE LIEN OF THE INDENTURE ON THE TRUST ESTATE
IS, EXCEPT WITH RESPECT TO MONEY AND INVESTMENTS IN THE SPECIAL FUNDS,
SUBORDINATE TO THE LIEN AND SECURITY INTERESTS CREATED BY THE MORTGAGE, WHICH IS
FOR THE SOLE BENEFIT AND SECURITY OF THE CREDIT OBLIGOR.

         The Bonds shall never constitute an indebtedness of the City of
Demopolis, Alabama within the meaning of any constitutional provision or
statutory limitation and shall never constitute or give rise to a pecuniary
liability of said municipality or a charge against its general credit or taxing
powers.

Variable Rate

         The Bonds shall initially bear interest at the Variable Rate. The
Variable Rate shall be a fluctuating rate per annum determined by the
Remarketing Agent periodically during a Variable Rate Period as follows. The
initial Variable Rate Period shall commence on the date of delivery of the Bonds
and shall end on the following Wednesday. Thereafter, the Variable Rate shall be
determined on the last Business Day immediately prior to the commencement of
each Variable Rate Period and on Wednesday of each calendar week, or if any such
Wednesday is not a Business Day, on the next succeeding Business Day. The
Variable Rate so determined shall become effective on the day following each
date of determination, and once effective shall remain in effect until and
including the next determination date or, if sooner, the end of such Variable
Rate Period; provided, however, that if the Remarketing Agent fails to determine
the Variable Rate on any such determination date, the Variable Rate for each
weekly period shall, until a determination is thereafter made by the Remarketing
Agent, be determined on each determination date by the Trustee as the rate per
annum equal to the J. J. Kenny index rate for high grade tax-exempt obligations
having maturities of 30 days.

         The Variable Rate shall be determined by the Remarketing Agent and
shall be the interest rate that would, in the opinion of the Remarketing Agent,
result in the market value of the Bonds equal to 100% of the principal amount
thereof on the date of such determination, taking into account relevant market
conditions and credit rating factors as they exist on such date; provided,
however, that the Variable Rate may never exceed the Maximum Rate. Upon the
request of any Bondholder, the Trustee shall confirm (by telephone and in
writing, if so requested) the Variable Rate then in effect.




                                      -9-
<PAGE>   14

Term Rate

         The Bonds shall bear interest at a Term Rate during each Term Rate
Period of 30 days, 6 months, 1 year or any multiple of 1 year as provided below.
The Term Rate shall be a fixed rate per annum which shall be applicable during
the entire Term Rate Period and shall be determined by the Remarketing Agent as
provided below. The first day of any such Term Rate Period is referred to in the
Indenture as a "Conversion Date".

         The Company may elect that the Bonds bear interest at a Term Rate by
delivery of written notice of such election to the Trustee not less than 40 days
prior to the proposed Conversion Date. Such notice shall specify the first day
and the last day of the Term Rate Period elected; provided, however, that (i) as
a condition to the establishment of such Term Rate Period, the Company shall
cause to be delivered to the Board and the Trustee an opinion of Bond Counsel
stating that the establishment of such Term Rate will not cause the interest
income on the Bonds to become subject to gross income for federal income tax
purposes, (ii) if such election is made during a Term Rate Period, the specified
Conversion Date may not be sooner than the first day immediately following the
Term Rate Period then in effect, (iii) either (A) the Letter of Credit then in
effect must have a Stated Expiration Date that is not earlier than the 15th day
following the expiration of such Term Rate Period, provide coverage of interest
on the Bonds at the Maximum Rate for a number of days not less than the sum of
15 days plus the maximum number of days between Interest Payment Dates with
respect to such Term Rate Period and provide coverage of the maximum premium
payable upon redemption of the Bonds, or, (B) as a condition to the
establishment of such Term Rate Period, the Company shall be required to deliver
to the Trustee a Substitute Letter of Credit in accordance with the provisions
of the Indenture and (iv) the Term Rate Period may not extend beyond the day
immediately prior to the final maturity of the Bonds. Any such election by the
Company shall be irrevocable after 3:00 p.m. (Detroit, Michigan time) on the
last Business Day immediately prior to the proposed Conversion Date. A notice
given by the Company may specify that successive Term Rate Periods of specified
lengths shall be established with respect to the Bonds. If such notice is
provided to the Trustee and the other requirements of the Indenture are met as
of each Conversion Date, no additional notice shall be required from the Company
to establish a new Term Rate on each such Conversion Date. Any such notice may
be revoked prior to 3:00 p.m. (Detroit, Michigan time) on the last Business Day
immediately prior to each proposed Conversion Date, but such revocation shall be
applicable only with respect to proposed Term Rate Periods commencing after the
date of the notice of revocation.

         Not less than 20 days prior to the proposed Conversion Date, the
Remarketing Agent shall determine the preliminary Term Rate for such Term Rate
Period, and not less than 7 days prior to the proposed Conversion Date, the
Remarketing Agent shall fix the final Term Rate, provided that the final Term
Rate shall be no lower than the preliminary Term Rate previously determined. The
Term Rate shall be the interest rate that would, in the opinion of the
Remarketing Agent, result in the market value of the Bonds being 100% of the
principal amount thereof on the date of such determination, taking into account
relevant market conditions and credit rating factors as they exist on such date,
and assuming that the Term Rate Period began on such date; provided, however,
that the Term Rate may not exceed the Maximum Rate.

         Notwithstanding the foregoing, a Term Rate shall not be established if

                  (1) the Company delivers to the Trustee written notice of
         revocation of its election to establish the Term Rate before 3:00 p.m.
         (Detroit, Michigan time) on the last Business Day immediately prior to
         the proposed Conversion Date or

                  (2) prior to 10:00 a.m. (Detroit, Michigan time) on the
         Conversion Date the Trustee does not receive (a) the Substitute Letter
         of Credit that was to be effective on such Conversion Date 




                                      -10-
<PAGE>   15

         together with the Related Documentation required under the Indenture
         for the delivery of a Substitute Letter of Credit and (b) the opinion
         of Bond Counsel required under the Indenture.

If all conditions to the establishment of a Term Rate are not satisfied, the
Bonds shall continue (or, if a Term Rate Period ended on the preceding day,
shall begin) to bear interest at the Variable Rate from the proposed Conversion
Date.

Optional Tenders

         The holder of any Bond shall have the right to tender such Bond to the
Trustee or to the Tender Agent for purchase in whole or in part (if in part,
only in an authorized denomination) on any Business Day, at a purchase price
equal to 100% of the principal amount of Bonds (or portions thereof) tendered
plus accrued interest to the specified purchase date (herein referred to as an
"Optional Tender Date"). In order to exercise such option with respect to any
Bond, the holder thereof must deliver notice thereof to the Trustee, as provided
below, at its principal office at least 7 days prior to the proposed Optional
Tender Date.

         Any such notice of Optional Tender must be duly executed by the
Bondholder and must specify (i) the name of the registered holder of the Bond to
be tendered for purchase, (ii) the Optional Tender Date, (iii) the certificate
number and principal amount of such Bond, and (iv) the principal amount of such
Bond to be purchased (if such amount is less than the entire principal amount,
the amount to be purchased must be in an authorized denomination). Such notice
may be given to the Trustee in writing or by telephone, but no such telephonic
notice shall be effective unless confirmed in writing delivered to the Trustee
not more than 2 Business Days after such telephonic notice.

         Unless a notice of Optional Tender indicates that less than the entire
principal amount of the Bond is being tendered for purchase, the holder will be
deemed to have tendered the Bond in its entire principal amount for purchase.

         Upon delivery of a written notice of Optional Tender by any Bondholder,
the election to tender shall be irrevocable and binding upon such holder and may
not be withdrawn.

         If a written notice of Optional Tender shall have been duly given with
respect to any Bond, the holder of such Bond shall deliver such Bond to the
Trustee at its principal office or to the Tender Agent at its principal office
at or before 12:00 noon (Detroit, Michigan time) on the Optional Tender Date,
together with an instrument of assignment or transfer duly executed in blank.
Any Bond for which a notice of Optional Tender has been given but which is not
so delivered to the Trustee or Tender Agent (herein referred to as an
"Unsurrendered Bond"), shall nevertheless be deemed to have been tendered by the
holder thereof on the Optional Tender Date.

         If there has been irrevocably deposited in the Bond Purchase Fund an
amount sufficient to pay the purchase price of all Bonds tendered or deemed to
be tendered for purchase on an Optional Tender Date, any Unsurrendered Bond
shall be deemed to have been tendered for purchase and purchased from the holder
thereof on such Optional Tender Date and the holder of any Unsurrendered Bond
shall not be entitled to receive interest on such Unsurrendered Bond for any
period on and after the Optional Tender Date.

         No Optional Tender of Bonds shall be permitted (i) for Pledged Bonds,
or (ii) for any Bond which is deemed fully paid within the meaning of the
Indenture.




                                      -11-
<PAGE>   16

Mandatory Tenders

         The holder of each Bond shall be required to tender such Bond to the
Trustee or Tender Agent for purchase on the following dates (each such date
being referred to in the Indenture as a "Mandatory Tender Date"): (i) each
proposed Conversion Date, (ii) the date immediately following the expiration of
a Term Rate Period, (iii) 20 days after the Trustee receives written notice from
the Credit Obligor (a) stating that an event of default, as therein defined, has
occurred and is continuing under the Reimbursement Agreement, and (b) directing
the Trustee to effect a Mandatory Tender of all the Bonds, (iv) on any date
proposed by the Company for delivery of a Substitute Letter of Credit; provided,
however, that the holder of any Bond may waive the requirement for such tender
and may retain such Bond notwithstanding the substitution of the Letter of
Credit by delivering written notice of such waiver and retention to the Trustee
and the Remarketing Agent not less than 7 days prior to the Mandatory Tender
Date, and (v) 15 days prior to the Stated Expiration Date of the Letter of
Credit. If any of such dates is not a Business Day, the Mandatory Tender Date
shall be deemed to be the next succeeding Business Day.

          Notice of a Mandatory Tender shall be given by the Trustee by
registered or certified mail, mailed to the holders of all Bonds at their
addresses appearing on the Bond register not less than 30 days prior to the
Mandatory Tender Date in the case of a Mandatory Tender pursuant to clauses (i),
(ii) and (v) of the preceding paragraph, and not less than 15 days prior to the
Mandatory Tender Date in the case of a Mandatory Tender pursuant to clauses
(iii) and (iv) of the preceding paragraph. Such notice of Mandatory Tender
shall, among other things, specify the Mandatory Tender Date and the reason for
such Mandatory Tender.

         All Bonds shall be tendered by the holders thereof for purchase at or
before 11:00 a.m. (Detroit, Michigan time) on the Mandatory Tender Date, by
delivering such Bonds to the Trustee at its principal office or to the Tender
Agent at its principal office, together with an instrument of assignment or
transfer in such form as shall be acceptable to the Trustee or Tender Agent duly
executed in blank. All Bonds so to be purchased that are not delivered to the
Trustee or Tender Agent on the Mandatory Tender Date ("Unsurrendered Bonds")
shall nevertheless be deemed to have been tendered for purchase by the holders
thereof on the Mandatory Tender Date.

         If there has been irrevocably deposited in the Bond Purchase Fund an
amount sufficient to pay the purchase price of all Bonds tendered or deemed
tendered for purchase on the Mandatory Tender Date, any Unsurrendered Bond shall
be deemed to be tendered for purchase and purchased from the holder thereof on
such Mandatory Tender Date and the holder of any Unsurrendered Bond shall not be
entitled to receive interest on such Unsurrendered Bond for any period on and
after the relevant Mandatory Tender Date.

         After notice of a Mandatory Tender has been given by the Trustee, the
Bonds shall be subject to Mandatory Tender notwithstanding the fact that the
reasons for giving such notice cease to exist or are no longer applicable.

Redemption Prior to Maturity

         The Bonds are subject to redemption prior to maturity as follows:

                  Mandatory Redemption of Bonds Upon Occurrence of Determination
         of Taxability. The Bonds are subject to mandatory redemption in whole
         on any date prior to maturity in the event of a Determination of
         Taxability at and for a Redemption price with respect to each such Bond
         redeemed equal to 100% of the principal amount thereof plus accrued
         interest to the redemption date. If called for redemption prior to
         maturity upon such 




                                      -12-
<PAGE>   17

         occurrence, the Bonds must be redeemed within 10 days following the
         Determination of Taxability.

                  Optional Redemption of Variable Rate Bonds. The Bonds, if
         bearing interest at the Variable Rate, are subject to optional
         redemption by the Board, upon the direction of the Company, in whole or
         in part (but if in part, only in multiples of $100,000 or any larger
         amount that is an integral multiple of $5,000), on any date at and for
         a redemption price equal to the principal amount redeemed plus accrued
         interest to the redemption date.

                  Extraordinary Optional Redemption of Term Rate Bonds. The
         Bonds, if bearing interest at the Term Rate, are subject to redemption
         on any date in whole at and for a redemption price with respect to each
         such Bond redeemed equal to the principal amount thereof plus accrued
         interest thereon to the date fixed for redemption, but only upon
         receipt by the Trustee of a written certificate from the Company
         stating that within 120 days prior to the date of such certificate (i)
         the Project has been damaged or destroyed to such extent that, in the
         opinion of an independent engineer (as defined in the Indenture), it
         cannot be reasonably restored within a period of six (6) consecutive
         months or the Company is thereby prevented from carrying on its normal
         operations therein for a period of not less than twelve (12)
         consecutive months or the cost of restoration thereof would exceed the
         net insurance proceeds referable to such damage or destruction plus
         certain self-insurance, or (ii) title to, or the temporary use of, any
         part of the Project has been taken by eminent domain, and such taking
         or takings results or, in the opinion of an independent engineer, are
         likely to result in the Company being thereby prevented from carrying
         on its normal operations therein for a period of not less than six (6)
         consecutive months, or (iii) there has occurred a change in the
         economic availability of raw materials, operating supplies or
         facilities necessary for the operation of the Project or such
         technological or other change which in the good faith judgment of the
         Company renders the Project uneconomic and the Company has determined
         (as evidenced by a resolution of its board of directors) to discontinue
         the operation thereof, or (iv) as a result of changes in the
         Constitution of the United States of America or the Constitution of
         Alabama or of legislative or administrative action (whether state or
         federal) or by final decree or judgment or order of any court or
         administrative body (whether state or federal), entered after the
         contest thereof by the Company in good faith, the Lease has become void
         or unenforceable or impossible of performance in accordance with the
         intent and purposes of the parties thereto as expressed therein or
         unreasonable burdens or excessive liabilities have been imposed on the
         Board or the Company. In the event that the redemption of the Bonds is
         to be made pursuant to clauses (i), (ii) or (iii) of this subparagraph
         (c), such certificate of the Company shall state that as a result of
         such event, the Company has discontinued its operation of the Project.

                  Optional Redemption of Term Rate Bonds. The Bonds, if bearing
         interest at the Term Rate, are subject to redemption by the Board, upon
         the direction of the Company, in whole or in part (but if in part, only
         in multiples of $5,000), on any date during the redemption periods and
         at the redemption prices (expressed as a percentage of the principal
         amount to be redeemed) set forth below, plus interest accrued to the
         redemption date:


          Length of Currently Applicable            Dates after which Redemption
                 Term Rate Period                          is Allowed and
            (Expressed in Whole Years)                    Redemption Prices




                                      -13-
<PAGE>   18

<TABLE>
<S>                                                      <C>                                            
greater than 7.......................................... after 5 years at 102%, declining by 0.5%
                                                         semiannually to 100%

less than or equal to 7 and                              after 3 years at 102%, declining by 0.5%
greater than 4.......................................... semiannually to 100%

less than or equal to 4................................. not callable
</TABLE>


Notice of Redemption

         Any notice of call for redemption will be given by mailing a copy of
the redemption notice not less than 30 nor more than 60 days prior to the date
fixed for redemption by registered or certified mail, postage prepaid, to each
registered owner of each Bond (or portion thereof) to be redeemed at his address
shown on the registration books.

         No further interest shall accrue on any Bond or portion thereof called
for redemption from and after the date fixed for redemption if moneys sufficient
for such redemption have been deposited with the Trustee.

Registration and Exchange

         The Bonds are transferable only on the bond register maintained at the
principal corporate trust office of the Trustee. Upon surrender of a Bond to be
transferred, properly endorsed, a new Bond will be issued to the designated
transferee. The Bonds will be issued in denominations of $100,000 and integral
multiples of $5,000 in excess thereof and, subject to the provisions of the
Indenture, may be exchanged for other Bonds of any authorized denominations and
of a like aggregate principal amount, as requested by the holder surrendering
the same. SEE, HOWEVER, "BOOK-ENTRY ONLY SYSTEM" below.


                             BOOK-ENTRY ONLY SYSTEM


         The information in this section, "Book-Entry Only System", has been
furnished by the Depository Trust Company. No representation is made by the
Issuer, the Company or the Placement Agent as to the completeness or accuracy of
such information or as to the absence of material adverse changes in such
information subsequent to the date hereof. No attempt has been made by the
Issuer, the Company or the Placement Agent to determine whether DTC is or will
be financially or otherwise capable of fulfilling its obligations. Neither the
Issuer, the Company nor the Trustee will have any responsibility or obligation
to DTC Participants, Indirect Participants or the persons for which they act as
nominees with respect to the Bonds, or for any principal, premium, if any, or
interest payment thereof.

         DTC will act as securities depository for the Bonds. The Bonds will be
issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee). One fully-registered certificate will be issued for
each maturity of each series of the Bonds, each in the aggregate principal
amount of such maturity, and will be deposited with DTC.

         DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. DTC 



                                      -14-
<PAGE>   19

holds securities that its participants ("Participants") deposit with DTC. DTC
also facilitates the settlement among Participants of securities transactions,
such as transfers and pledges, in deposited securities through electronic
computerized book entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. DTC is owned by a number of its
Direct Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly ("Indirect
Participants"). The Rules applicable to DTC and its Participants are on file
with the Securities and Exchange Commission.

         Purchases of the Bonds under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Bonds on DTC's records.
The ownership interest of each actual purchaser of each Bond ("Beneficial
Owner") is in turn to be recorded on the Direct and Indirect Participants'
records. Beneficial Owners will not receive written confirmation from DTC of
their purchase, but Beneficial Owners are expected to receive written
confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interest in the Bonds are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in the Bonds, except
in the event that use of the book-entry-only system for the Bonds is
discontinued.

         To facilitate subsequent transfers, all Bonds deposited by Participants
with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The
deposit of the Bonds with DTC and their registration in the name of Cede & Co.
effect no change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Bonds; DTC's records reflect only the identity of the
Direct Participants to whose accounts such Bonds are credited, which may or may
not be the Beneficial Owners. The Participants will remain responsible for
keeping account of their holdings on behalf of their customers.

         Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

         Redemption notices will be sent to Cede & Co. If less than all of the
Bonds within an issue are being redeemed, DTC's practice is to determine by lot
the amount of the interest of each Direct Participant in such issue to be
redeemed.

         Neither DTC nor Cede & Co. will consent or vote with respect to the
Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the Issuer as
soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the
Bonds are credited on the record date (identified in a listing attached to the
Omnibus Proxy).

         Principal and interest payments on the Bonds will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on payable date in
accordance with their respective holdings shown on DTC's records unless DTC has
reason to believe that it will not receive payment on payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, the Trustee, the Company, or
the Issuer, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal and interest 

                                      -15-
<PAGE>   20

to DTC is the responsibility of the Issuer or the Trustee, disbursement of such
payments to Direct Participants will be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners will be the
responsibility of Direct and Indirect Participants.

         DTC may discontinue providing its services as securities depository
with respect to the Bonds at any time by giving reasonable notice to the Issuer
or the Trustee. Under such circumstances, in the event that a successor
securities depository is not obtained, the Bond certificates are required to be
printed and delivered.

         The Issuer may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event, the
Bond certificates will be printed and delivered.

         The information in this section concerning DTC and DTC's
book-entry-only system has been obtained from sources that the Issuer, the
Company, and the Placement Agent believe to be reliable, but the Issuer, the
Company, and the Placement Agent take no responsibility for the accuracy
thereof.


                                    THE LEASE


         This summary is not a complete recital of the terms of the Lease and
reference is made to the Lease in its entirety.

         Lease Term. The term of the Lease will begin on the date of delivery of
the Bonds and will continue until midnight of April 1, 2007.

         Basic Rent. The Lease requires the Company to make rental payments at
times and in amounts sufficient to pay debt service on the Bonds when due and to
pay the purchase price of Bonds tendered for purchase on any Tender Date. The
Company will receive a credit against such rental payments for any amounts drawn
under the Letter of Credit for such purposes.

         Mandatory Prepayment of Basic Rent Upon Determination of Taxability. In
the event of a Determination of Taxability, the Company will promptly pay to the
Trustee, as additional Basic Rent, an amount sufficient to redeem the Bonds in
whole at the applicable redemption price specified under "THE BONDS - Redemption
Prior to Maturity -- Mandatory Redemption of Bonds Upon Determination of
Taxability".

         Optional Prepayment of Basic Rent. The Company may prepay such amount
of Basic Rent as shall be sufficient to enable the Board to redeem the Bonds in
whole or in part, in accordance with their terms, and in the event of such
prepayment, the Board will cause the Basic Rent so prepaid to be applied to the
redemption and retirement of Bonds, in accordance with the provisions of the
Indenture, on the earliest practicable date after receipt of such prepayment.

         Additional Rental Payments. The Company will also pay, as additional
rental, the reasonable fees, charges and disbursements of the Trustee, the
Remarketing Agent and the Board.

         Taxes and Governmental Charges. The Company will further pay all taxes
and governmental charges of any kind whatsoever that may be lawfully assessed or
levied against or with respect to the Project, including, without limitation,
any taxes levied upon or with respect to any part of the receipts, income or
profits of the Board from the Project and any other taxes levied upon or with
respect to the Project which, 




                                      -16-
<PAGE>   21

if not paid, would become a lien on the Project prior to or on a parity with the
lien of the Indenture or the Mortgage, all utility and similar charges, and all
assessments and charges lawfully made by any governmental body for public
improvements that may be secured by a lien on the Project.

         Unconditional Obligation. The obligations of the Company to make the
payments required and to perform and observe the other agreements on its part
contained in the Lease shall be absolute and unconditional irrespective of any
defense or any rights of set-off, recoupment or counterclaim it may have against
the Board. The Company will not suspend or discontinue any payments provided
for, will perform and observe all of its other agreements contained in the Lease
and, except as provided therein, will not terminate the Lease for any cause,
including any acts or circumstances that may constitute an eviction or
constructive eviction, failure of consideration or commercial frustration of
purpose, destruction of or damage to the Project, or the taking by eminent
domain of title to or the right to temporary use of all or any part of the
Project, any change in the tax or other laws of the United States of America,
the State of Alabama or any political or taxing subdivision of either thereof or
any failure of the Board to perform and observe any agreement, whether express
or implied, or any duty, liability or obligation arising out of or connected
with the Lease.

         Concerning the Tax-Exempt Nature of the Interest Income on the Bonds.
Pursuant to the provisions of the Internal Revenue Code of 1986 (the "Code"),
the exemption of the interest income on the Bonds from gross income for federal
income tax purposes is dependent upon compliance with certain provisions of the
Code subsequent to the issuance of the Bonds. Among the requirements of the Code
to the continued exemption of the interest income on the Bonds from gross income
for federal income tax purposes are certain requirements relating to the use and
expenditure of proceeds from the Bonds, restrictions on the investment of
proceeds earned prior to expenditure, and the requirement that certain earnings
be rebated to the United States of America. In the Lease, the Company has made
certain covenants (the "Compliance Covenants") to the effect that it will comply
with all conditions to and requirements for the exemption from gross income for
federal income tax purposes of the interest income on the Bonds imposed by the
Code. Failure to comply with the Compliance Covenants may result in the interest
income on the Bonds being subject to gross income for federal income tax
purposes from the date of issuance of the Bonds.

         Agreement to Maintain Corporate Existence. The Company will maintain
its corporate existence, will not dissolve or otherwise dispose of all or
substantially all its assets (either in a single transaction or in a series of
related transactions) and will not consolidate with or merge into another
corporation or permit one or more corporations to consolidate with or merge into
it; provided that the Company may, without violating the agreements contained in
the Lease, do or perform any of the following:

                  (a) It may consolidate with or merge into another corporation
         or permit one or more corporations to consolidate with or merge into it
         if the corporation surviving such merger or resulting from such
         consolidation, if it shall be one other than the Company, expressly
         assumed in writing all the obligations of the Company contained in the
         Lease and the Guaranty;

                  (b) It may transfer to another corporation all or
         substantially all its assets as an entirety, and (if it so elects)
         thereafter dissolve, if the corporation to which such transfer shall be
         made expressly assumes in writing all the obligations of the Company
         contained in the Lease and the Guaranty.

If, after a transfer by the Company of all or substantially all its assets to
another corporation under the circumstances described in the preceding clause
(b), the Company does not thereafter dissolve, it shall not have any further
rights or obligations hereunder.




                                      -17-
<PAGE>   22

         Maintenance of the Project. The Company will, at its own expense, keep
the Project in as reasonably safe condition as its operations permit, and keep
the Plant and the other improvements located on the Project Site in reasonable
repair and operating condition (reasonable wear and tear excepted), making from
time to time all necessary and proper renewals thereof and repairs and
replacements thereto.

         Improvements and Alterations. The Company may also, at its own expense,
make additions, alterations, or improvements to the Project it may deem
desirable for its business purposes that do not adversely affect the structural
integrity of the Project and that will not impair the operating unity of the
Project or substantially reduce its value. All such alterations, additions,
improvements and modifications made by the Company shall become a part of the
Project, provided that any personal property installed by the Company as part of
the Project without expense to the Board and not constituting a part of the
Equipment covered by the Lease may be removed by the Company at any time and
from time to time.

         Removal of Equipment. In any instance where the Company determines that
any item of the Equipment has become inadequate, obsolete, worn out, unsuitable,
undesirable or unnecessary in the operation of the Project, the Company may
remove, with the consent of the Credit Obligor, such item of Equipment from the
Project and sell, trade in, exchange or otherwise dispose of it, without
responsibility or accountability to the Board or the Trustee therefor, provided
that

                  (a) the Company substitutes and installs on the Project Site
         other furniture, equipment or other personal property having equal or
         greater utility (but not necessarily the same value or function) in the
         operation of the Project, which substituted furniture, equipment or
         other personal property shall be free of all liens and encumbrances
         (other than Permitted Encumbrances as defined in the Indenture), shall
         be the sole property of the Board and shall be and become a part of the
         Equipment; or

                  (b) in the event the item of Equipment so removed is sold,
         traded in, exchanged or otherwise disposed of, the Company pays into
         the Debt Service Fund (a) the proceeds from such sale or the scrap
         value thereof, (b) an amount equal to the credit received on any
         trade-in, or (c) in the case of a disposition to itself or any of its
         affiliates, an amount equal to the original cost less depreciation;
         provided, however, that there may be credited one time on any such
         payment into the Debt Service Fund an amount equal to the original cost
         of any equipment then installed on the Project Site that does not then
         constitute part of the Equipment and that is owned by the Company free
         and clear of all liens and encumbrances (other than Permitted
         Encumbrances as defined in the Indenture), less depreciation thereon in
         accordance with generally accepted accounting practices, but only if
         from and after any such credit such other equipment becomes the sole
         property of the Board and a part of the Equipment.

No payments required to be made into the Debt Service Fund need be made until
the aggregate of such payments due but not theretofore made is $500,000 or more.
If at the time of the removal of any item of Equipment from the Project Site,
there is then installed on the Project Site other furniture, equipment or other
personal property not then constituting a part of the Equipment and if such
equipment has utility in the operation of the Project equal to or greater than
that of the item of Equipment removed, the Company may elect to substitute such
other equipment for the item of Equipment removed without making any payment
into the Debt Service Fund provided that from and after such removal such other
property becomes the sole property of the Board and part of the Equipment. Any
such removal and disposal shall be free and clear of the demise of the Lease and
the lien of the Indenture.




                                      -18-
<PAGE>   23

         Insurance. The Company will keep the Project insured against such risks
and liabilities as are customarily insured against by businesses of like size
and type, including, but not limited to

                  (a) Insurance against loss or damage to the Plant and the
         Equipment by fire and lightning, with uniform standard extended
         coverage endorsement limited only as may be provided in the standard
         form of extended coverage endorsement at the time in use in Alabama, to
         the extent of the full replacement value thereof; and

                  (b) Insurance against liability for bodily injury to or death
         of persons and for damage to or loss of property occurring on or about
         the Project Site or in any way related to the operation of the Project,
         in the minimum amounts of $1,000,000 for death of or bodily injury to
         any one person, $3,000,000 for total death and bodily injury claims
         resulting from any one accident, and $500,000 for property damage.

         Damage to or Destruction of Project. If the Project is destroyed, in
whole or in part, or is damaged, by fire or other casualty, and the Company does
not elect to apply the insurance proceeds to the redemption of Bonds, the
Company will promptly repair, rebuild or restore the property damaged or
destroyed to substantially the same condition as prior to the event causing such
damage or destruction. All net insurance proceeds resulting from claims for
losses in excess of $500,000 shall be paid to the Trustee, provided that all
losses (including those in excess of $500,000) may be adjusted by the Company.
In the event the net insurance proceeds are not sufficient to pay in full the
costs of such repair, rebuilding or restoration, the Company will nevertheless
complete the work and pay the portion of the costs in excess of available
insurance proceeds. Insurance proceeds in excess of the cost of restoration
shall be paid to the Company.

         Condemnation. If the Project or any part thereof is taken by eminent
domain proceedings, and if in the Company's opinion the efficient utilization of
the Project is not impaired by such taking, the net condemnation award shall be
paid to the Company. If, however, in the Company's opinion, the efficient
utilization of the Project is impaired by such taking and if the Company does
not elect to apply the condemnation proceeds to the redemption of Bonds, any
part of the Plant taken or damaged shall be repaired, rebuilt, restored or
rearranged by the Board so as to make it suitable for the Company's uses and the
net condemnation award referable to such taking shall be applied thereto. If
such net condemnation award is insufficient to pay all the costs of such repair,
rebuilding, restoration or rearrangement, the Company will pay the deficiency.
Any excess net condemnation award will be paid to the Company. The Company shall
be entitled to any condemnation award or portion thereof made for damages to or
takings of its own property, as well as other sums awarded as compensation for
the interest of the Company in the Project.

         Assignment and Subletting. The Company may assign the Lease, and may
sublet the Project or any part thereof, without the necessity of obtaining the
consent of the Board, the Trustee or any bondholder, but the Company shall in
any event continue primarily liable for payment of all rentals provided for in
the Lease and for performance and observance of all other agreements on its part
contained therein.

         Events of Default and Remedies. Under the Lease, an "event of default"
or "default" shall mean any one or more of the following events:

                  (a)   The failure by the Company to pay Basic Rent when due;


                  (b)   The failure by the Company to perform and observe any
         other agreement on its part to be observed and performed for a period
         of sixty (60) days after written notice, specifying, in reasonable
         detail, the nature of such failure and requiring the Company to 





                                      -19-
<PAGE>   24

         perform or observe the agreement or covenant with respect to which it
         is delinquent shall have been given to the Company by the Board or the
         Trustee, unless (i) the Board and the Trustee shall agree in writing to
         an extension of such period prior to its expiration or (ii) during such
         sixty (60) day period or any extension thereof the Company has
         commenced and is diligently pursuing corrective action, or (iii) the
         Company is by reason of force majeure (as defined in the Lease) at the
         time prevented from performing or observing the agreement or covenant
         with respect to which it is delinquent;

                  (c) The dissolution or liquidation of the Company or the
         filing of a petition in bankruptcy (or the commencement of a bankruptcy
         or similar proceedings) by or against the Company under any applicable
         bankruptcy, insolvency, reorganization, or similar law, now or
         hereafter in effect, or the failure to lift or to bond (in a manner
         satisfactory to the Trustee), within ninety (90) days, any execution,
         garnishment or attachment of a size as seriously to impair its ability
         to carry on its operations;

                  (d) Any warranty, representation or other statement by or on
         behalf of the Company contained in the Lease or in the Guaranty or in
         any instrument or certificate furnished in compliance with or in
         reference to the Lease shall have been false or misleading in any
         material respect when made;

                  (e) Receipt by the Trustee of notice from the Credit Obligor
         that an event of default has occurred under the Reimbursement
         Agreement; or

                  (f) The occurrence of an event of default under the Indenture.

         Whenever any event of default shall have happened and be continuing,
the Board and the Trustee (or the Trustee on behalf of the Board) may take any
one or more of the following remedial steps:

                  (1) They or it may re-enter and take possession of the
         Project, exclude the Company from possession thereof and lease the same
         for the account of the Company, holding the Company liable for the rent
         and other payments due thereunder up to the effective date of such
         leasing and for the excess, if any, of the rent and other amounts
         payable thereunder over the rents and other amounts which are payable
         by the lessee under such new lease;

                  (2) They or it may terminate the Lease, exclude the Company
         from possession of the Project and hold the Company liable for the
         balance due thereunder, in which event the rights of the Company in the
         Project and the use and possession thereof shall terminate;

                  (3) They or it may declare immediately due and payable all
         installments of rent thereafter coming due under the Lease, provided,
         however, that the total amount of such rent that may be so declared
         immediately due and payable shall be an amount which, when added to the
         total of the amounts then on deposit in the Debt Service Fund, will be
         sufficient to pay, redeem and retire all the outstanding Bonds on the
         earliest practicable date thereafter on which, under their terms, they
         may be redeemed, including, without limitation, principal, premium,
         interest to mature until and on such date, expenses of redemption and
         Trustee's fees and charges;





                                      -20-
<PAGE>   25

                  (4) They or it may have access to, and inspect, examine and
         make copies of, the books, records and accounts of the Company, but if
         and only if any of the Bonds are then outstanding; and

                  (5) They or it may take whatever other action at law or in
         equity may appear to be desirable to collect the rent then due, or to
         enforce any obligation of the Company under the Lease.

         Purchase Options. The Company is granted the option by the Board to
purchase the Project from the Board at any time during the Lease Term after or
simultaneously with payment (or provision for payment in accordance with the
Indenture) in full of the principal of and the interest and premium, if any, on
the Bonds and all reasonable fees, charges and disbursements of the Trustee,
accrued and to accrue until the date of such full payment, at and for a purchase
price of $100 plus the reasonable costs and expenses (including reasonable
attorney's fees) incurred by the Board in connection with the Company's exercise
of such option. The Company is also granted the option by the Board to purchase
any part of the Project Site at any time and from time to time while it is not
in default under the Lease provided that the Company furnishes to the Board and
the Trustee:

                  (i) a notice in writing containing an adequate legal
         description of that portion of the Project Site with respect to which
         such option is to be exercised, a statement that the Company intends to
         exercise its option to purchase such portion of the Project Site on a
         date stated, which shall not be less than 30 nor more than 90 days from
         the date of such notice and a statement that the use to which the
         Company proposes to devote such portion of the Project Site will
         promote the continued industrial development of the State of Alabama,
         and

                  (ii) a certificate signed by an Independent Engineer (as
         defined in the Lease) stating (a) that no part of the Plant or the
         Equipment, no other improvement (except for roads, walkways, sewer,
         water, oil, coal oil, gas, electric and communication lines, pipelines
         and other energy source conveyors and the like, which shall be
         specified in such certificate) and no facility designed for the control
         of air or water pollution or for the disposal of solid waste and
         necessary in the operation of the Plant are located on the portion of
         the Project Site with respect to which such option is exercised, and
         (b) that the severance of such portion of the Project Site from the
         Project will not impair the operating unity of the Plant or unduly
         restrict ingress or egress to and from the Plant.


                                  THE INDENTURE


         This summary is not a complete recital of the terms of the Indenture
and reference is made to the Indenture in its entirety.

         Debt Service Fund. The Indenture establishes a Debt Service Fund, which
will be held by the Trustee. The Indenture provides that the Trustee will
deposit in the Debt Service Fund (i) all money drawn under the Letter of Credit
for the purpose of paying debt service on the Bonds other than Obligor Bonds,
(ii) all rental payments under the Lease with respect to debt service on the
Bonds, (iii) all other money required to be deposited therein by the Lease or
the Indenture, and (iv) any other money received by the Trustee with
instructions to deposit the same in the Debt Service Fund. Money in the Debt
Service Fund is to be used to pay debt service on the Bonds as the same shall
become due and payable. The Trustee is instructed to draw on the Letter of
Credit in order to make the payment of debt service on Bonds other than Obligor
Bonds 



                                      -21-
<PAGE>   26

without making any prior claim or demand upon the Company for payment of the
related rental payment, and any money that is, at the time of such draw, on
deposit in the Debt Service Fund and available for payment of such debt service,
shall be paid to the Credit Obligor to the extent of the amount drawn under the
Letter of Credit, and any excess shall be applied to the payment of Debt Service
on Obligor Bonds.

         Bond Purchase Fund. The Indenture establishes a Bond Purchase Fund,
which will be held by the Trustee. The Indenture provides that the Trustee will
deposit in the Bond Purchase Fund (i) all money drawn by the Trustee under the
Letter of Credit for the purpose of paying the purchase price of Bonds other
than Obligor Bonds due on any Tender Date, (ii) all rental payments under the
Lease with respect to the purchase price of tendered Bonds, (iii) the proceeds
of any remarketing of Bonds by the Remarketing Agent, (iv) all other money
required to be deposited in the Bond Purchase Fund pursuant to the Lease or the
Indenture, and (v) any other money received by the Trustee with instructions to
deposit the same in the Bond Purchase Fund. Money in the Bond Purchase Fund
shall be used to pay the purchase price of Bonds due on any Tender Date. The
Trustee is instructed to draw on the Letter of Credit in order to pay the
purchase price of any Bonds other than Obligor Bonds due on any Tender Date to
the extent that remarketing proceeds are insufficient therefor without making
any prior claim or demand upon the Company for payment of the related rental
payment, and any money in the Bond Purchase Fund that is, at the time of such
draw, available for the payment of such purchase price shall be paid to the
Credit Obligor to the extent of the amount so drawn against the Letter of
Credit, and any excess shall be applied to the payment of the purchase price of
Obligor Bonds.

         Construction Fund. The Indenture establishes a Construction Fund, which
will be held by the Trustee. The Indenture provides that all proceeds derived by
the Issue from the sale of the Bonds will be deposited into the Construction
Fund and applied to the payment of Project Development Costs. Moneys on deposit
in the Construction Fund will be disbursed by the Trustee for the payment of
Project Development Costs upon requisitions submitted by the Company and
approved by the Credit Obligor.

         Investment of Special Funds. Money in the Construction Fund may be
invested or reinvested in a broad range of investments by the Trustee in
accordance with the instructions of the Company. Money in the Debt Service Fund
and Bond Purchase Fund may be invested only in Federal Securities with a
maturity not later than the earlier of (i) 30 days after the date of such
investment, or (ii) the date such money will be needed for the payment of debt
service on, or the purchase price of, Bonds.

         Encumbrances on Trust Estate. The Board covenants in the Indenture that
it will not create or permit any mortgage, pledge, lien, charge or encumbrance
of any kind on the trust estate prior to or on a parity of lien with the
Indenture.

         Corporate Existence. The Indenture permits the Board to consolidate
with or merge into any municipal or public corporation, or transfer its property
substantially as an entirety to any municipal or public corporation, if payment
of the Bonds and the performance and observance of the agreements and covenants
of the Indenture are expressly assumed in writing by the surviving or successor
corporation, and if such action will not result in the interest income on the
Bonds becoming subject to Federal or Alabama income taxation.

         Supplemental Indentures without Bondholders' Consent. The Board and the
Trustee may, at any time and from time to time and without the consent of the
holders of any of the Bonds, enter into such Supplemental Indentures as shall
not be inconsistent with the terms and provisions of the Indenture, for any one
or more of the following purposes:




                                      -22-
<PAGE>   27

                  (a) To add to the covenants and agreements of the Board
         therein contained other covenants and agreements thereafter to be
         observed and performed by the Board, provided that such other covenants
         and agreements shall not either expressly or impliedly limit or
         restrict any of the obligations of the Board contained in the
         Indenture;

                  (b) To cure any ambiguity or to cure, correct or supplement
         any defect or inconsistent provision contained in the Indenture or in
         any Supplemental Indenture or to make any provisions with respect to
         matters arising under the Indenture or any Supplemental Indenture for
         any other purpose if such provisions are necessary or desirable and are
         not inconsistent with the provisions of the Indenture or any
         Supplemental Indenture and do not adversely affect the interests of the
         holders of the Bonds; or

                  (c) To subject to the lien of the Indenture and the pledge
         therein contained additional property and the revenues therefrom.

         Supplemental Indentures Requiring Bondholders' Consent. The Board and
the Trustee may, at any time and from time to time, with the written consent of
the holders of a majority in principal amount of the outstanding Bonds, enter
into such Supplemental Indentures as shall be deemed necessary or desirable by
the Board and the Trustee for the purposes of modifying, altering, amending,
adding to or rescinding, in any particular, any of the terms or provisions
contained in the Indenture or in any Supplemental Indenture; provided that,
without the written consent of the holder of each Bond affected, no reduction in
the principal amount, rate of interest on, or the premium payable upon the
redemption, any Bond shall be made; and provided further that without the
written consent of the holders of all the Bonds, none of the following shall be
permitted:

                  (a) An extension of the maturity of any installment of
         principal of or interest on any Bond;

                  (b) The creation of a lien or charge on the Project or the
         rentals or other receipts from the Project ranking prior to or on a
         parity with the pledge and assignment thereof and the lien or charge
         thereon contained in the Indenture;

                  (c) The establishment of preferences or priorities as between
         the Bonds; or

                  (d) A reduction in the aggregate principal amount of Bonds the
         holders of which are required to consent to such Supplemental
         Indenture.

         Amendment of the Lease and the Bond Guaranty. The Indenture permits the
Board, with the written consent of the Trustee but without the consent of or any
notice to any holder of any Bond, to amend the Lease for the purpose of (a)
identifying more precisely the Equipment, and (b) curing ambiguities, defects or
inconsistent provisions or making any provision with respect to matters arising
under the Lease for any other purpose if such provisions are necessary and
desirable, are not inconsistent with the provisions of the Lease or the
Indenture and do not, in the sole judgment of the Trustee, adversely affect the
interest of the holders of the Bonds. The Indenture also permits the Board or
(in the case of the Bond Guaranty) the Trustee, with the written consent of the
holders of a majority in principal amount of the Bonds and the Trustee, to amend
the Lease to such extent as shall be deemed necessary or desirable by the Board
and the Trustee, except that, without the written consent of holders of all the
Bonds, no amendment shall, until the Bonds are fully paid, permit a reduction of
Basic Rent or amounts guaranteed under the Bond Guaranty or any change in the
due dates of Basic Rent or such amounts.




                                      -23-
<PAGE>   28

         Credit Obligor Deemed Holder of Bonds for Certain Purposes. So long as
the Letter of Credit shall be in effect, and there is no default by the Credit
Obligor thereunder or all of the Bonds constitute Pledged Bonds, the Credit
Obligor shall be deemed to be the Holder of all the Bonds for the purpose of
giving any consent to any amendment, waiver, change or modification of the
Indenture or the Lease or the Bond Guaranty; provided, however, that any such
amendment, change or modification of the type described in the provisos to the
sentence titled "Supplemental Indentures Requiring Bondholder Consent" shall
also require the consent of the actual Holders of the Bonds as therein
specified.

         Default and Remedies. The following constitute events of default
hereunder under the Indenture:

                  (a) Failure by the Board to pay the principal of or the
         interest or premium, if any, on any Bond as and when the same become
         due as therein or in the Indenture (whether such shall become due by
         maturity or otherwise);

                  (b) A default by the Company under the Lease or the Bond
         Guaranty and the continuance thereof after the grace period, if any,
         provided therein;

                  (c) The failure by the Board to perform and observe any of the
         agreements and covenants on its part herein contained other than (i)
         its agreement to pay the principal of and the interest and premium, if
         any, on the Bonds, and (ii) any other agreement with respect to which
         its failure to perform is the result of an "event of default" by the
         Company under the Lease after sixty (60) days' written notice to it of
         such failure made by the Trustee or by the Holders of not less than
         twenty-five per cent (25%) in principal amount of the Bonds then
         outstanding and secured hereby, unless during such period or any
         extension thereof the Board has commenced and is diligently pursuing
         appropriate corrective action;

                  (d) A failure to pay the purchase price of any Bond required
         to be purchased as and when the same has become due and payable;

                  (e) Receipt by the Trustee of notice from the Credit Obligor
         or the Confirming Bank of the occurrence of an "Event of Default" under
         the Reimbursement Agreement accompanied by a demand that the principal
         of and the interest accrued on the Bonds be declared immediately due
         and payable;

                  (f)      An Act of Bankruptcy with respect to the Company or 
         the Board; or

                  (g) An Act of Bankruptcy with respect to the Credit Obligor or
         the Confirming Bank, or the wrongful dishonor or repudiation of the
         Letter of Credit by the Credit Obligor.

                  Upon any default in any one of the ways defined above, the
Trustee shall have the following rights and remedies:

                  (A) Acceleration. Subject to (D) below and the provisions for
         waiver summarized elsewhere, upon the occurrence of (i) any event of
         default under subsections (b), (c) or (f) above, the Trustee may, and
         at the written request of the Holders of not less than twenty-five per
         cent (25%) in Outstanding principal amount of Bonds shall, or (ii) any
         event of default under subsections (a), (d), (e) or (g) above, the
         Trustee shall, by notice in writing delivered to the Board, the
         Company, the Credit Obligor, the Remarketing Agent, the Tender Agent
         and the Paying Agent declare the principal of all Bonds and the
         interest accrued thereon to the date of declaration of such
         acceleration immediately due and payable. 




                                      -24-
<PAGE>   29

         Upon any acceleration hereunder, the Trustee shall immediately declare
         the payments required to be made by the Company under the Lease to be
         immediately due and payable in accordance with the Lease and if the
         Letter of Credit is in effect, shall draw moneys under the Letter of
         Credit for the payment of the Bonds to the fullest extent permitted by
         the Letter of Credit. Upon the payment by the Credit Obligor of the
         amount so drawn under the Letter of Credit and the payment in full of
         the principal of and the interest and premium, if any, on the
         Outstanding Bonds, the Trustee shall at the request of the Credit
         Obligor and after deducting all proper costs, expenses and liabilities
         incurred and disbursements made by the Trustee under the Indenture, pay
         to the Credit Obligor any amounts on deposit in the Debt Service Fund
         which are not required to pay the principal of and the interest and
         premium, if any, on the Bonds.

                  (B) Possession of Project. The Trustee shall have the power to
         require the Board to surrender possession of the Project to it, and the
         Board shall, upon demand so to do by the Trustee, forthwith surrender
         to the Trustee actual possession of the Project or such part or parts
         thereof as the Trustee may designate, and the Trustee shall take
         possession thereof and may wholly exclude the Board and its agents and
         servants therefrom. The Trustee shall thereafter operate and manage the
         same by its chosen representatives with power to make, at the expense
         of the trust estate, such repairs, replacements, alterations, additions
         or improvements thereto as it may consider advisable, to collect the
         income therefrom and to pay all proper charges and maintenance expenses
         thereof, including all proper disbursements by the Trustee.

                  (C) Other Remedies. The Trustee shall have the power to
         proceed with any other right or remedy independent of or in aid of the
         foregoing powers, as it may deem best, including the right to secure
         specific performance by the Board of any agreement on its part herein
         contained.

                  (D) Rights of Credit Obligor. Anything in (A), (B), or (C)
         above to the contrary notwithstanding, so long as the Letter of Credit
         is in effect and the Credit Obligor has honored all proper drawings
         under the Letter of Credit or all Bonds constitute Pledged Bonds,
         without the prior written consent of the Credit Obligor, the Trustee
         shall not have the right to declare, either on its own or with the
         consent of Holders of Bonds, the principal of all Bonds or to pursue
         any remedy available to it under (B) or (C) above and the interest
         accrued thereon to become immediately due and payable as a result of
         the occurrence of an Event of Default under (b), (c) or (f) above, and
         any remedy so pursued by the Trustee where such consent is necessary
         shall be at the direction of the Credit Obligor.

         Remedies Vested in Trustee; Limitation on Bondholders' Suits. All
remedies under the Indenture are vested exclusively in the Trustee for the equal
and pro rata benefit of all the holders of the Bonds and (to the extent therein
provided) for the benefit of the Credit Obligor, unless the Trustee refuses or
neglects to act within a reasonable time after written request so to act
addressed to the Trustee by the holders of at least 25% in principal amount of
the outstanding Bonds, accompanied by indemnity satisfactory to the Trustee, in
which event, subject to the rights of the Credit Obligor, the holder of any of
the Bonds may thereupon so act in the name and behalf of the Trustee or may so
act in his own name in lieu of action by or in the name and behalf of the
Trustee. Except as above provided, no holder of any of the Bonds shall have the
right to enforce any remedy under the Indenture, and then only for the equal and
pro rata benefit of the holders of all the Bonds. Notwithstanding any other
provision of the Indenture, the right of the holder of any Bond, which is
absolute and unconditional, to receive payment of the principal of and the
interest on such Bond on or after the due date thereof, but solely from the
rentals and other receipts as therein expressed, or 



                                      -25
<PAGE>   30

to institute suit for the enforcement of such payment on or after such due date,
or the obligation of the Board, which is also absolute and unconditional, to
pay, but solely from said rentals or receipts, the principal of and interest on
the Bonds to the respective holders thereof at the time and place in said Bonds
expressed, shall not be impaired or affected without the consent of such holder.

         Waivers of Default. The Trustee may, with the consent of the Credit
Obligor, waive any default and its consequences and rescind any declaration of
maturity of principal and shall do so upon the written request of the Credit
Obligor or (if no Letter of Credit is in effect and less than all the Bonds
constitute Pledged Bonds) the holders of a majority in principal amount of the
outstanding Bonds, subject to certain limitations in the case of a default
pertaining to the payment of maturing principal or interest or the purchase
price of any Bond required to be purchased.

         Defeasance; Satisfaction of Indenture. The Indenture provides that
whenever the entire indebtedness secured by the Indenture shall have been fully
paid, the Trustee shall cancel and discharge the lien of the Indenture. For
purposes of the Indenture, any Bond shall be deemed to have been paid if, during
any Term Rate Period, a trust for the payment of all remaining debt service on
such Bond shall have been established with the Trustee and all Bonds to be
retired with funds from such trust either mature or will be called for
redemption on or before the day immediately following such Term Rate Period.
Such trust may consist of any combination of cash and/or Federal Securities, and
the anticipated income from such Federal Securities may be included in the
calculation of the required deposit to such trust. If a trust for payment of the
Bonds is established, the Trustee must receive an opinion of counsel experienced
in bankruptcy matters stating in effect that upon the occurrence of an Act of
Bankruptcy with respect to the Board or the Company, money and investments in
such trust will not be subject to any preference claim under the Federal
Bankruptcy Code.

         Duties and Limitation on Liability of Trustee. The Indenture provides
that the Trustee shall not be liable thereunder except for its non-compliance
with the provisions thereof, its willful misconduct or its gross negligence. The
Trustee may consult Counsel on any matters connected with the Indenture and
shall not be answerable for any action taken or failure to take any action in
good faith on the advice of Counsel, provided that its action or inaction is not
contrary to any express provision of the Indenture. The Indenture contains other
broad exculpatory provisions for the benefit of the Trustee, all of which are
also available to the Tender Agent.

         Trustee May File Claims. The Trustee may at any time file a claim in
its own name for the benefit of the holders of the Bonds in any court proceeding
where any such claim may be permitted or required. The holders of the Bonds are 
deemed to have constituted and appointed the Trustee as their
irrevocable agent and attorney-in-fact for the purpose of filing any such claim,
but such authorization does not include the power to agree to accept new
securities of any nature in lieu of the Bonds or to alter the terms of the
Bonds.

         Resignation and Discharge of Trustee. The Trustee may resign and be
discharged of the trust created in the Indenture upon written notice specifying
the effective date of such resignation, such notice to be given to the Board and
the holders of the Bonds. The effective date of such resignation shall be at
least 30 days after the notice is first given unless coincident with the
appointment by the holders of the Bonds of a successor trustee, but no
resignation shall be effective until the appointment of a successor. The Trustee
may be removed at any time by written instruments signed by the holders of a
majority in principal amount of the Bonds outstanding.

         Appointment of Successor Trustee. If the Trustee resigns, is removed or
placed by governmental authority under the control of a receiver or otherwise
becomes incapable of acting, a successor may be appointed by a written
instrument signed by the Credit Obligor and the holders of a majority in
principal amount of the Bonds then outstanding and in the interim by an
instrument executed by the Board.




                                      -26-
<PAGE>   31

         Trustee Authorized to Pay Certain Claims. The Trustee may under certain
circumstances (but is not required to) pay certain charges or pay for insurance
on the Project. Any sums so expended by the Trustee shall bear interest at a per
annum rate equal to the prime rate plus 2% and shall be entitled to priority of
payment over debt service on the Bonds except with respect to moneys drawn under
the Letter of Credit.


                                THE BOND GUARANTY


         This summary is not a complete recital of the terms of the Bond
Guaranty and reference is made to the Bond Guaranty in its entirety.

         In the Bond Guaranty the Company will unconditionally guarantee to the
Trustee for the benefit of the holders from time to time of the Bonds (a) the
full and prompt payment of the principal of the Bonds and the premium, if any,
payable on redemption thereof when and as the same shall become due, whether at
the stated maturity thereof, by acceleration, call for redemption or otherwise
and (b) the full and prompt payment of the interest on the Bonds when and as the
same shall become due.

         The right to enforce the Bond Guaranty is vested exclusively in the
Trustee for the equal and pro rata benefit of all holders at any time of the
Bonds, unless the Trustee refuses or neglects to act within a reasonable time
after being requested in writing so to do by the holders of 25% in aggregate
principal amount of the Bonds then outstanding and after being furnished
satisfactory indemnity, in which event the holder of any of the Bonds may
thereupon so act in the name and behalf of the Trustee.


                    THE LETTER OF CREDIT AND THE CONFIRMATION


         This summary is not a complete recital of the terms of the Letter of
Credit and the Confirmation, to which, in their entirety, reference is made for
the complete provisions thereof.

                              THE LETTER OF CREDIT

         General Description. The Letter of Credit will be an irrevocable
obligation of the Credit Obligor. The Letter of Credit will authorize the
Trustee to draw an amount not exceeding $5,302,302 (such amount, as reduced from
time to time and as reinstated from time to time, as described below, being
referred to in the Letter of Credit as the "Stated Amount"). Of the Stated
Amount, up to $5,225,000, which is an amount equal to the principal amount of
the Bonds (the "Principal Portion"), may be drawn with respect to payment of the
unpaid principal amount of the Bonds or payment of the principal portion of the
purchase price of Tendered Bonds and up to $77,302, which is the maximum amount
of interest payable on the Bonds at the rate of 12% per annum for a period of 45
days, computed on the basis of a 365-day year (the "Interest Portion"), may be
drawn with respect to payment of accrued but unpaid interest on the Bonds, or
payment of the interest portion of the purchase price of Tendered Bonds.

         Reductions in Stated Amount and Reinstatement. Multiple drawings may be
made under the Letter of Credit, provided that drawings may not, in the
aggregate, exceed the Stated Amount. The Stated Amount will be reduced as
follows:




                                      -27-
<PAGE>   32

                  (1) Payment of drawings with respect to principal due upon
         maturity, redemption or acceleration of the Bonds shall reduce the
         Principal Portion of the Stated Amount by a like amount, without
         reinstatement.

                  (2) Payment of drawings with respect to interest due on the
         Bonds shall reduce the Interest Portion of the Stated Amount by a like
         amount, subject to reinstatement as described below.

                  (3) Payment of drawings with respect to the purchase price of
         Tendered Bonds shall reduce the Principal Portion of the Stated Amount,
         to the extent of the Principal Portion of the purchase price so drawn,
         and shall reduce the Interest Portion of the Stated Amount, to the
         extent of the Interest Portion of the purchase price so drawn, in each
         case subject to reinstatement as described below.

                  (4) At any time after the principal amount of the Bonds
         outstanding is reduced as a result of payment of the principal of Bonds
         due upon maturity or redemption, the Interest Portion of the Stated
         Amount may be reduced by delivery to the Credit Obligor of written
         notice from the Trustee certifying the maximum amount of interest that
         would be payable on Bonds then outstanding for a period of 45 days at
         the rate of 12% per annum, computed on the basis of a 365-day year.
         Upon receipt by the Credit Obligor of such notice, the Interest Portion
         of the Stated Amount shall be reduced to the maximum interest coverage
         so certified and shall not thereafter be increased or reinstated to an
         amount in excess of such maximum interest coverage.

         At the close of business on the 10th day following a draw for payment
of regularly scheduled interest due on the Bonds the Interest Portion of the
Stated Amount will automatically be reinstated by the amount of such drawing
unless prior to the close of business on such 10th day the Trustee shall receive
written notice from the Credit Obligor that an event of default, as defined in
the Reimbursement Agreement, has occurred and is continuing and directing that
the principal of all the Bonds and the interest accrued thereon be declared
immediately due and payable.

         Upon payment by the Trustee to the Credit Obligor of the amount drawn
to pay the purchase price of Tendered Bonds or upon receipt by the Trustee of
written notice from the Credit Obligor that it has been reimbursed for the
amount of such drawing, (i) the Principal Portion shall be reinstated by the
amount of the principal portion of the purchase price of such Tendered Bonds and
(ii) the Interest Portion shall be reinstated by the amount of the interest
portion of the purchase price of such Tendered Bonds.

         Termination. The Letter of Credit will terminate upon the earliest of
(a) the making of the final drawing available to be made under the Letter of
Credit, (b) receipt by the Credit Obligor of a certificate from the Trustee
stating that the Bonds have been fully paid, or provisions for such payment have
been made, in accordance with the terms of the Indenture, or that the conditions
precedent to the acceptance of a Substitute Letter of Credit have been
satisfied, and (c) the close of the Credit Obligor's business on May 15, 1998.
If by March 15, 1998 and by each March 15 thereafter, the Trustee has not
received notice from the Credit Obligor that the Stated Expiration Date of the
Letter of Credit will not be extended, the then effective Stated Expiration Date
shall automatically be extended by a period of one year; provided, however, that
the expiration date shall not in any event be later than May 15, 2007.

         Substitute Letter of Credit. The Company may, at its option, provide
for the delivery to the Trustee of an irrevocable letter of credit (a
"Substitute Letter of Credit") in substitution for the Letter of Credit then in
effect, provided that





                                      -28-
<PAGE>   33

                  (1) Such Substitute Letter of Credit must be substantially in
         the same form and of the same tenor as the initial Letter of Credit,
         except that such Substitute Letter of Credit must provide for the
         payment of interest on the Bonds (or the interest portion of the
         purchase price of Bonds tendered, or deemed tendered, for purchase) at
         the Maximum Rate, for whichever of the following periods shall be
         applicable: (i) if such Substitute Letter of Credit is to be effective
         during a Variable Rate Period, not less than 45 days, or (ii) if such
         Substitute Letter of Credit is to be effective during a Term Rate
         Period, a number of days not less than the sum of 15 days plus the
         maximum number of days between Interest Payment Dates with respect to
         such Term Rate Period.

                  (2) If such Substitute Letter of Credit is being delivered in
         connection with a conversion of the interest rate to a Term Rate, the
         effective date shall be not later than the Conversion Date, and the
         expiration date shall be no sooner than the 15th day following the
         expiration of the Term Rate Period commencing on the Conversion Date.

                  (3) Such Substitute Letter of Credit must provide for payment
         of the maximum redemption premium payable with respect to the Bonds.

                  (4) Such Substitute Letter of Credit must have a Stated
         Expiration Date that is (i) the 15th day of a calendar month and (ii)
         not sooner than one year after its effective date; provided, however,
         that any Substitute Letter of Credit that is to be substituted for an
         existing Letter of Credit that is effective during a Term Rate Period
         must have a Stated Expiration Date not sooner than the Stated
         Expiration Date of such existing Letter of Credit.

                  (5) If any Rating Agency maintains a rating with respect to
         the Bonds at the time of delivery of such Substitute Letter of Credit
         to the Trustee, the Trustee must receive written evidence from each
         such Rating Agency to the effect that the substitution of the proposed
         Substitute Letter of Credit will not, by itself, result in a reduction
         or withdrawal of its rating then assigned to the Bonds.

                  (6) The Trustee must receive an opinion of counsel for the
         issuer of such Substitute Letter of Credit stating in effect that such
         Substitute Letter of Credit is a valid and binding obligation of the
         issuer thereof.

         The administrative provisions of any Substitute Letter of Credit may be
different from those summarized above with respect to the initial Letter of
Credit.

         The Bonds are subject to a Mandatory Tender prior to the expiration of
any Letter of Credit then in effect. See "THE BONDS - Mandatory Tenders".

         Upon the acceptance of a Substitute Letter of Credit by the Trustee,
references in the Indenture, the Lease and the Bond Guaranty to the "Credit
Obligor" shall be deemed to mean the issuer of such Substitute Letter of Credit,
references to the "Reimbursement Agreement" shall be deemed to mean the
instrument pursuant to which the Substitute Letter of Credit is issued, and
references to the "Mortgage" shall be deemed to mean the instrument (if any)
securing the Company's obligations with respect to the Substitute Letter of
Credit.




                                      -29-
<PAGE>   34

                                THE CONFIRMATION

         The Indenture contains the following provisions, among others, with
respect to the Confirmation:

         (1) In the event that the Trustee receives a notice from the Credit
Obligor to the effect that the Credit Obligor has in effect a short-term rating
from Moody's Investors Service of not less than P-1 and a short-term rating from
S&P of not less than A-1 (which notice shall be accompanied by evidence of the
effectiveness of both such ratings and evidence to the effect that the ratings
on the Bonds will not be reduced or withdrawn as a result of the termination of
the Confirmation), and as a result thereof the Credit Obligor directs that the
Confirmation be terminated, the Trustee shall surrender the Confirmation to the
Confirming Bank 10 days after receipt of such notice.

         (2) There may be substituted for any Confirmation then in effect a
confirmation having different terms or issued by another confirming bank, but
any such substitution shall be deemed to be the delivery of a Substitute Letter
of Credit.

         (3) Except as otherwise provided above, the extension of the expiration
date of the Letter of Credit without a corresponding extension of any
Confirmation then in effect shall be deemed to be the delivery of a Substitute
Letter of Credit to which the provisions of the Indenture apply. The extension
of the Confirmation shall not be considered the delivery of a Substitute Letter
of Credit.

         (4) So long as the Confirmation shall be effective, in the event of an
Act of Bankruptcy with respect to the Credit Obligor or in the event the Credit
Obligor repudiates the Letter of Credit or wrongfully dishonors a draw made
under the Letter of Credit, the Trustee shall immediately draw upon the
Confirmation in accordance with its terms and the provisions of the Indenture.

         The Confirmation provides that it will be an irrevocable obligation of
the Confirming Bank, and will be subject to reduction and reinstatement in the
same manner as the Letter of Credit. The Confirmation will automatically expire
on the earliest of (i) May 15, 1998, (ii) the termination of the Letter of
Credit, or (iii) the surrender by the Trustee of the Confirmation; provided,
however, that on each March 15, beginning March 15, 1998 (each such date being
referred to as an "Extension Date"), the expiration date of the Confirmation
will be extended for one year unless the Confirming Bank sends to the Trustee
written notice prior to such Extension Date stating that the expiration date
shall not be so extended; and provided further than the expiration date shall
not in any event be later than May 15, 2007.


                           THE REIMBURSEMENT AGREEMENT


         The following summarizes certain provisions of the Reimbursement
Agreement between the Company and the Bank pursuant to which the Letter of
Credit is issued. Reference is hereby made to the Reimbursement Agreement for
the detailed provisions thereof.

         Reimbursement of Bank. The Reimbursement Agreement provides, among
other things, for the reimbursement to the Bank of certain amounts drawn under
the Letter of Credit. Under the Reimbursement Agreement, the Company is required
to reimburse fully the Bank for each drawing made by the Trustee with respect to
the principal, redemption or purchase price of or interest on the Bonds and
premiums, if any, and all such reimbursements are to be made in accordance with
the provisions of the Reimbursement Agreement.




                                      -30-
<PAGE>   35

         Fees, Commissions and Expenses. Pursuant to the Reimbursement
Agreement, the Company agrees to pay to the Bank, among other things, a
commission based on the amount available to be drawn under the Letter of Credit
and certain expenses incurred in maintaining the Letter of Credit and in
enforcing the Bank's right under the Reimbursement Agreement. Certain costs and
expenses (including those which would result from a change in law, regulation or
interpretation thereof) incurred by the Bank relative to the Letter of Credit or
the Reimbursement Agreement will also be paid by the Company along with taxes
and fees, if any, payable in connection with the execution, delivery, filing and
recording required by the Reimbursement Agreement, all subject to the terms and
conditions set forth in the Reimbursement Agreement.

         Certain Affirmative and Negative Covenants. The Company covenants in
the Reimbursement Agreement, among other things, to submit to the Bank certain
financial and other reports and information and notices of Events of Default
under the Reimbursement Agreement; to take certain actions in connection with
the construction and operation of the Project; to cause optional redemption of
the Bonds according to the schedule set forth in the Reimbursement Agreement;
and to comply with the provision of the credit agreement between the Company,
certain related parties and the Bank, which credit agreement contains
affirmative and negative covenants requiring the Company, among other things,
not to (i) permit liens on its property; (ii) incur indebtedness except for
certain types of indebtedness; (iii) furnish the Bank with any certificate or
document that contains any untrue statement of material fact or omits to state a
material fact necessary to make such document or certificate not misleading; and
(iv) merge or consolidate or sell or dispose of certain assets, except as
permitted in the Reimbursement Agreement. The Company also covenants, among
other things, not to, without prior written consent of the Bank or as permitted
by the Reimbursement Agreement, amend the Indenture and the Lease.

         The covenants are solely for the benefit of the Bank. The Bank may
waive any such covenants or certain other provisions of the Reimbursement
Agreement and may agree with the Company to amend or add other covenants or
provisions without the consent of any other party. The Bondholders will have no
right or obligations as a result of such covenants or provisions or any
amendments or waivers thereof. Failure by the Company to comply with the
covenants in the Reimbursement Agreement could result in a default under the
Reimbursement Agreement and an acceleration of the principal and interest of the
Bonds.

         Events of Default. The occurrence of any of certain events (a general
summary of which follows) constitutes an Event of Default under the
Reimbursement Agreement unless waived by the Bank or amended by agreement of the
Bank and the Company:

                  (1) Any representation or warranty made by the Company in the
         Reimbursement Agreement shall prove to have been incorrect in any
         material respect when made; or

                  (2) The Company shall fail to pay when due any amount
         specified in the Reimbursement Agreement; or

                  (3) The Company shall fail to perform or observe any of its
         obligations or covenants under, or shall fail to comply with any of the
         provisions of the Reimbursement Agreement and, in certain cases,
         continuation of such failure beyond an applicable period of cure; or

                  (4) Any material provision of the Reimbursement Agreement
         shall at any time for any reason cease to be valid and binding on the
         Company or shall be declared to be null and void, or the validity or
         enforceability thereof against the Company shall be contested by the
         Company or any governmental agency or authority, or the Company shall
         deny that it has any further liability or obligation under the
         Reimbursement Agreement; or




                                      -31-
<PAGE>   36

                  (5) An Event of Default under and as defined in the Indenture
         or the Credit Agreement between the Company and the Bank, regardless of
         whether the Credit Agreement has terminated.

A DEFAULT UNDER THE REIMBURSEMENT AGREEMENT COULD RESULT IN THE ACCELERATION OF
ALL PRINCIPAL AND INTEREST ON THE BONDS AND THE EXERCISE OF ALL AVAILABLE
REMEDIES THEREAFTER.

         Indemnification of the Bank. The Company agrees in the Reimbursement
Agreement to indemnify and hold the Bank harmless from certain claims, damages,
losses, liabilities, costs or expenses which arise by reason of certain untrue
or alleged untrue statements or omissions of certain material statements in the
Placement Memorandum and in connection with the execution and delivery or
transfer of, or payment or failure to pay under, the Letter of Credit. There
are, however, specific limitations and qualifications on the Company's duty to
indemnify and hold the Bank harmless which are set forth in the Reimbursement
Agreement.


                                  THE MORTGAGE


         This summary is not a complete recital of the terms of the Mortgage and
reference is made to the Mortgage in its entirety.

         As security for the Company's obligations under the Reimbursement
Agreement, the Board and the Company will enter into the Mortgage in favor of
the Credit Obligor, whereby the Credit Obligor will be granted a lien on, and
security interest in, the Project, the rights of the Board and the Company under
the Lease (except for certain rights personal to the Board), money and
investments in the Special Funds established under the Indenture (subject to the
prior lien of the Indenture with respect to the Special Funds and provisions of
the Indenture permitting the application of money in the Special Funds for the
purposes and on the terms and conditions therein set forth in the Indenture),
all subleases and sublease rentals with respect to the Project, and certain
other property of the Company. The Mortgage secures only obligations of the
Company with respect to the initial Letter of Credit; the provisions of any
instrument securing the Company's obligations with respect to a Substitute
Letter of Credit may be different from the Mortgage.


                                     TRUSTEE


         LaSalle National Bank is the Trustee under the Indenture. A successor
trustee may be appointed in accordance with the terms of the Indenture. The
principal corporate trust office of the Trustee is located at 135 South LaSalle
Street, Suite 1825, Chicago, Illinois 60603, Attention: Corporate Trust
Department.

                                REMARKETING AGENT


         LaSalle National Bank is the Remarketing Agent under the Remarketing
Agreement. A successor Remarketing Agent may be appointed in accordance with the
terms of the Remarketing Agreement and the Indenture. The principal office of
the Remarketing Agent is located at 181 West Madison Street, Suite 3200,
Chicago, Illinois 60602, Attention: Capital Markets Group.




                                      -32-
<PAGE>   37

                                     RATING


         Based on the support for payment of principal, purchase price and
interest provided by the Letter of Credit issued by the Credit Obligor and
confirmed by the Confirming Bank, the Bonds have been rated AA-/A-1+ by Standard
& Poor's ("S&P"). No application has been made to any other rating agency.
Explanation of the significance of such rating may be obtained from S&P at 25
Broadway, New York, New York 10004. Such rating expresses only the view of S&P.
There is no assurance that such rating will continue for any period of time or
that it will not be revised or withdrawn entirely if, in the judgment of S&P,
circumstances so warrant.

         The rating by S&P is not a recommendation to buy, sell or hold the
Bonds, and such rating may be subject to revision or withdrawal at any time by
such rating agency. Any downward revision or withdrawal of such rating may have
an adverse effect on the market price of the Bonds.


                             CONTINUING INFORMATION


         The Issuer is obligated to make payments on the Bonds solely and only
from moneys paid by the Company pursuant to the Lease and from payments made
pursuant to the Letter of Credit. The Issuer's own current and continuing
financial condition is not material to an investment in the Bonds.

         The Company makes no representation concerning its financial condition,
the viability of the Project or any other matter relating to its credit or
operating condition. In addition, no continuing disclosure will be made relating
to the Company or the Project. Potential investors should look solely to the
credit of the Credit Obligor and the Confirming Bank in determining whether to
make an investment in the Bonds.

         The Company is not obligated under the Lease or otherwise, and the
Issuer is not obligated under the Indenture or otherwise, to furnish the Trustee
or any Bondholder or Beneficial Owner with any continuing financial or other
information pertaining to the Issuer or the Company.


                                   TAX MATTERS


         Bradley Arant Rose & White LLP, bond counsel, if of the opinion that,
under the Code, as presently construed and administered, and assuming compliance
by the Company with the Compliance Covenants (see "THE LEASE - Concerning the
Tax-Exempt Nature of the Interest Income on the Bonds" above), the interest
income on the Bonds will be excludable from gross income of the recipient
thereof for federal income tax purposes pursuant to the provisions of Section
103(a) of the Code, except with respect to any Bond, for any period during which
it is held by a "substantial user" of the Project or a "related person", as
those terms are used or defined in Section 147(a) of the Code, but the interest
income on the Bonds will, under existing statutes, be includable in gross income
of the recipient thereof for federal income tax purposes (a) in the event the
limit on certain specified capital expenditures and bonds issued that is
specified in Section 144(a)(4) of the Code is hereafter exceeded, or (b) in the
event that Section 144(a) of the Code shall cease to be applicable to the Bonds
as a result of Section 144(a)(10) of the Code. Bond counsel is further of the
opinion, however, that the interest income on the Bonds will be included as an
item of tax preference in alternative minimum taxable income for the purpose of
computing the alternative minimum tax imposed by Section 55 of the Code and in
modified alternative minimum taxable income for the purpose of computing 




                                      -33-
<PAGE>   38

the environmental tax imposed by Section 59A of the Code. Bond Counsel will
express no opinion with respect to the Federal tax consequences to the
recipients of the interest income on the Bonds under any provision of the Code
not referred to above.

         Prospective purchasers of the Bonds should be aware that (i) Section
265 of the Internal Revenue Code denies a deduction for interest on indebtedness
incurred or continued to purchase or carry the Bonds or, in the case of a
financial institution, that portion of such financial institution's interest
expense allocated to interest on the Bonds, (ii) with respect to insurance
companies subject to the tax imposed by Section 831 of the Internal Revenue
Code, Section 832(b)(5)(B)(i) reduces the deduction for loss reserves by 15% of
the sum of certain items, including interest on the Bonds, (iii) interest on the
Bonds earned by some corporations could be subject to the environmental tax
imposed by Section 59A of the Internal Revenue Code, (iv) interest on the Bonds
earned by certain foreign corporations doing business in the United States could
be subject to a branch profits tax imposed by Section 884 of the Internal
Revenue Code, (v) passive investment income, including interest on the Bonds,
may be subject to federal income taxation under Section 1375 of the Internal
Revenue Code for Subchapter S corporations having Subchapter C earnings and
profits at the close of the taxable year if greater than 25% of the gross
receipts of such Subchapter S corporation is passive investment income, and (vi)
Section 86 of the Internal Revenue Code requires recipients of certain Social
Security and certain Railroad Retirement benefits to take into account, in
determining gross income, receipts or accruals of interest on the Bonds. Any
purchaser of the Bonds who might be affected by any of these provisions of the
Internal Revenue Code should consult his own tax advisor about the effect of
such provisions as applied to the purchaser.

         Bond counsel is further of the opinion that the interest income on the
Bonds is exempt from present Alabama income taxation.


                                  LEGAL MATTERS


         Legal matters incident to the issuance of the Bonds are subject to the
approving opinion of Bradley Arant Rose & White LLP, Bond Counsel. It is
anticipated that the approving opinion of Bond Counsel will be substantially in
the form attached hereto as Appendix A. Bond Counsel will state in its approving
opinion that it expresses no opinion with respect to the accuracy or
completeness of this Placement Memorandum except for those portions hereof
entitled "DEFINITIONS," "THE BOARD," "THE BONDS," "THE LEASE," "THE
INDENTURE,""THE BOND GUARANTY,""THE LETTER OF CREDIT AND THE CONFIRMATION,"
"THE MORTGAGE," and "TAX MATTERS," which portions, in the opinion of Bond
Counsel, fairly summarize the matters therein referred to.

         Certain legal matters will be passed upon for the Company by Jaffe,
Raitt, Heuer & Weiss, Professional Corporation, Detroit, Michigan, for the
Credit Obligor by Bodman, Longley & Dahling LLP, Detroit, Michigan, and for the
Confirming Bank by Janet M. Knutel, Assistant Counsel, ABN AMRO North America,
Inc., the holding company of LaSalle National Bank.


                             PLACEMENT OF THE BONDS


         The Bonds are intended to be exempt securities under the Securities Act
of 1933, as amended (the "1933 Act"), and the offer, sale and delivery of the
Bonds will not require registration under the 1933 Act or qualification of the
Indenture under the Trust Indenture Act of 1939, as amended.




                                      -34-
<PAGE>   39

         LaSalle National Bank, the Placement Agent, has agreed to use its best
efforts to place the Bonds at a price of 100% of the aggregate principal amount
thereof, subject to various conditions. The nature of the Placement Agent's
obligation is such that the Placement Agent is obligated to place all of the
Bonds if any are placed. The Company will pay the Placement Agent $30,000 as a
placement fee in connection with the issuance and placement of the Bonds.


                                   LITIGATION


         There is no litigation pending in any court or, to the best knowledge
of the Issuer or the Company, threatened, questioning the existence of the
Issuer or the Company, respectively, or which would restrain or enjoin the
issuance or delivery of the Bonds, or which materially and adversely affects the
Company or the proceedings of the Issuer taken in connection with the Bonds or
the pledge or application of the revenues or other funds to be derived under the
Lease or which contests the powers or authority of the Issuer with respect to
the foregoing.


                                  MISCELLANEOUS


         Summaries of documents contained herein do not purport to be complete
and are expressly made subject to the exact provisions of the complete
documents. For details of all terms and conditions, prospective purchasers of
the Bonds are referred to the complete documents which may be reviewed during
regular business hours at the office of the Placement Agent or, after the
issuance of the Bonds, the Trustee.

         The delivery of this Placement Memorandum or any sale of the Bonds
described herein shall not, under any circumstances, create an implication that
there has been no change in the business affairs or financial condition of the
Company, the Credit Obligor or the Confirming Bank since the date hereof.

         It is anticipated that a CUSIP identification number will be printed on
the Bond certificate delivered to DTC, but neither the failure to print such a
number on the Bond certificate (or any other Bonds if the Bonds are not then in
a Book Entry System) nor any defect in printing of such numbers shall constitute
cause for a failure or refusal by the purchaser thereof to accept delivery of
and pay for any Bonds.

         The attached appendices are integral parts of this Placement Memorandum
and must be read together with all foregoing statements.

    
                                  AUTHORIZATION


         The delivery of this Placement Memorandum has been duly authorized by
the Issuer and the Company.

Dated:  April 23, 1997

                                       THE INDUSTRIAL DEVELOPMENT BOARD
                                          OF THE CITY OF DEMOPOLIS

                                       By:   /s/ John E. Northcutt
                                          --------------------------------------
                                          Chairman of the Board of Directors


                                      -35-

<PAGE>   40





                                   APPENDIX A


                    FORM OF APPROVING OPINION OF BOND COUNSEL

                         BRADLEY ARANT ROSE & WHITE LLP
                           2001 Park Place, Suite 1400
                         Birmingham, Alabama 35203-2736



                                 April 23, 1997



The Industrial Development Board
   of the City of Demopolis
Demopolis, Alabama

Ladies and Gentlemen:


                  We have examined certified copies of proceedings and other
documents showing the organization under the laws of Alabama of THE INDUSTRIAL
DEVELOPMENT BOARD OF THE CITY OF DEMOPOLIS (herein called the "Board"), together
with copies of proceedings of the Board and other documents submitted to us
pertaining to the issuance and validity of

                                   $5,225,000
                        THE INDUSTRIAL DEVELOPMENT BOARD
                            OF THE CITY OF DEMOPOLIS
                Industrial Development Revenue Bonds, Series 1997
                       (McClain of Alabama, Inc. Project)

(herein called the "Bonds"). In rendering the opinion hereinafter expressed with
respect to the exclusion of the interest income on the Bonds from gross income
of the recipients thereof for federal income tax purposes, and the
inapplicability of (i) the registration requirements of the Securities Act of
1933, as amended, to the Bonds, and (ii) the qualification requirements of the
Trust Indenture Act of 1939, as amended, to the Indenture hereinafter referred
to, we have relied, in part, upon certain representations made by McClain of
Alabama, Inc. hereinafter referred to. The statements hereinafter made and the
opinions hereinafter expressed are based upon our examination of said
proceedings and documents and upon said representations.


                  The documents submitted to us show as follows:


                  (a) That the Bonds have been issued under the provisions of a
         Trust Indenture dated as of April 1, 1997 (herein called the
         "Indenture") from the Board to LaSalle National

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<PAGE>   41


The Industrial Development Board
   of the City of Demopolis
April 23, 1997
Page 2



         Bank, a national banking association, as trustee (in said capacity
         herein called the "Trustee") with respect to the Project hereinafter
         referred to;


                  (b) That the Board and McClain of Alabama, Inc., a corporation
         organized under the laws of the State of Michigan (herein called the
         "Company") have entered into a Lease Agreement dated as of April 1,
         1997 (herein called the "Lease"), wherein the Board has agreed to lease
         to the Company certain real property, including the manufacturing plant
         located thereon and the machinery, equipment and other personal
         property to be acquired and installed on the said real property (said
         real property, said plant and said machinery, equipment and other
         personal property being herein together called the "Project") for a
         term extending until April 1, 2007;


                  (c) That in the Lease, the Company has made certain covenants
         (herein called the "Compliance Covenants") to the effect that it will
         comply with certain conditions to and requirements for the continued
         exclusion from gross income of the recipients thereof of the interest
         income on the Bonds;


                  (d) That the Company and the Trustee have entered into a Bond
         Guaranty Agreement dated as of April 1, 1997 (herein called the "Bond
         Guaranty"), under which the Company has unconditionally guaranteed to
         the Trustee for the benefit of the holders from time to time of the
         Bonds the full and prompt payment of the principal of and the interest
         and premium (if any) on the Bonds;


                  (e) That Standard Federal Bank (herein called the "Credit
         Obligor") has issued to the Trustee an Irrevocable Letter of Credit
         (herein called "the Letter of Credit") with respect to the Bonds;


                  (f) That LaSalle National Bank (herein called the "Confirming
         Bank") has issued to the Trustee an irrevocable confirmation of the
         Letter of Credit (herein called the "Confirmation") with respect to the
         Bonds;


                  (g) That the Company and Credit Obligor have entered into a
         Reimbursement Agreement dated as of April 1, 1997 (herein called the
         "Reimbursement Agreement"), 

                                       A-2

<PAGE>   42


The Industrial Development Board
   of the City of Demopolis
April 23, 1997
Page 3


         pursuant to which the Company has agreed to reimburse the Credit
         Obligor for amounts drawn under the Letter of Credit; and

                  (h) That the Board, the Company and the Credit Obligor have
         entered into a Mortgage, Assignment of Leases and Security Agreement
         dated as of April 1, 1997 (herein called the "Mortgage"), pursuant to
         which the Board and the Company have mortgaged their interests in the
         Project and the Lease to the Credit Obligor as security for the amounts
         drawn under the Letter of Credit and the performance by the Company of
         the other obligations to the Credit Obligor under the Reimbursement
         Agreement.


                  We are of the following opinion:


                  (1) That the Board has been duly organized and is validly
existing as a public corporation pursuant to the Constitution and laws of the
State of Alabama and has corporate power under the laws of the State of Alabama,
including particularly the provisions of Article 4 of Chapter 54 of Title 11 of
the Code of Alabama 1975, as amended (herein called the "Authorizing Act") to
issue the Bonds, to execute and deliver the Bonds, the Lease, the Indenture and
the Mortgage and to perform its obligations under each thereof;


                  (2) That the Authorizing Act is valid under the Constitution
and laws of the State of Alabama and the Bonds have been issued in conformity
with the provisions of the Authorizing Act;


                  (3) That the Lease, the Indenture and the Mortgage have been
duly authorized, executed and delivered by the Board and are valid and binding
upon it and enforceable in accordance with their terms except as the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally and by usual equity principles which may limit the
specific enforcement under state law of certain remedies, but which do not
affect the validity of such documents and do not make inadequate other remedies
available to the holders of the Bonds for the enforcement of such obligations;


                  (4) That the Bonds have been duly authorized, sold, executed
and issued, in the manner provided by the applicable provisions of the
Constitution and laws of Alabama, are in due and legal form and evidence valid
and binding special obligations of the Board, enforceable in accordance with
their terms, 



                                      A-3
<PAGE>   43
The Industrial Development Board
   of the City of Demopolis
April 23, 1997
Page 4



payable, as to both principal and interest, solely out of the revenues and
receipts derived from the leasing or sale of the Project, as it may at any time
exist;


                  (5) That the Bonds are secured, pro rata and without
preference or priority of one over another by a valid pledge of the revenues and
receipts to be derived by the Board from the leasing or sale of theProject
(including specifically the rentals payable to the Board by the Company under
the Lease) and by the provisions of the Indenture;


                  (6) That the Bonds are exempt from registration under the
Securities Act of 1933 by virtue of the exemption afforded by Section 3(a)(2) of
the said Act, and the Indenture is exempt from qualification under the Trust
Indenture Act of 1939;


                  (7) That under presently existing law, the interest on the
Bonds is exempt from income taxation by the State of Alabama; and


                  (8) That under the Internal Revenue Code of 1986, as amended
(herein called "the Code"), as presently construed and administered, and
assuming continuing compliance by the Company with the Compliance Covenants, the
interest income on the Bonds will be excludable from gross income of the
recipients thereof for federal income tax purposes pursuant to the provisions of
Section 103(a) of the Code, except, with respect to any Bond, for any period
during which it is held by a "substantial user" of the Project or a "related
person", as those terms are used or defined in Section 147(a) of the Code, but
the interest income on the Bonds will, under existing statutes, be includable in
gross income of the recipients thereof for federal income tax purposes (i) in
the event the limit on certain specified capital expenditures and bonds issued
that is specified in Section 144(a)(4) of the Code is hereafter exceeded, or
(ii) in the event that Section 144(a) of the Code shall cease to be applicable
to the Bonds as a result of provisions of Section 144(a)(10) of the Code. We
call to your attention, however, that the interest income on the Bonds will be
included as an item of tax preference in alternative minimum taxable income for
the purpose of computing the alternative minimum tax imposed by Section 55 of
the Code. We express no opinion with respect to the federal tax consequences of
ownership of the Bonds under any other provision of the Code.


                  We have been engaged primarily for the purpose of preparing
certain documents and supporting certificates, reviewing the transcript of
proceedings pursuant to which the Bonds have been authorized to be issued and
rendering this opinion. Although we have assisted in the preparation of certain
portions of the Official Statement prepared with respect to the Bonds and are of
the opinion that the statements made under the captions "The Board", "The
Bonds", "The Lease", "The Indenture", "The Bond 



                                      A-4
<PAGE>   44
The Industrial Development Board
   of the City of Demopolis
April 23, 1997
Page 5

Guaranty", "The Letter of Credit and the Confirmation", "The Mortgage" and "Tax
Matters" summarize the matters therein referred to, we have not been requested
to check or verify, have not checked or verified and express no opinion with
respect to the adequacy, accuracy, completeness or fairness of any other
information contained in the Official Statement.

                  We have been furnished with and have relied upon an opinion of
Jaffe, Raitt, Heuer & Weiss, Professional Corporation, Detroit, Michigan, to the
effect that the Lease has been duly authorized, executed and delivered on behalf
of the Company and is valid and binding upon it.


                  We have been furnished with and have relied upon opinions of
Bodman, Longley & Dahling LLP, Detroit, Michigan, and Janet M. Knutel, Assistant
Counsel, ABN AMRO North America, Inc., the holding company of LaSalle National
Bank, to the effect that the Letter of Credit and the Confirmation have been
duly authorized, executed and delivered on behalf of the Credit Obligor and the
Confirming Bank, respectively, and are valid and binding upon them,
respectively.


                  We have not examined the title of the Board to the Project,
and therefore express no opinion thereon.


                                           Yours very truly,



                                           





                                       A-5

<PAGE>   45




                                   APPENDIX B


                              STANDARD FEDERAL BANK

         Standard Federal Bank (the "Bank") is a federally chartered savings
bank founded in 1893. Standard Federal Bancorporation, Inc., a Michigan
corporation ("Standard Federal") is the holding company for Standard Federal
Bank. The Bank's executive offices are located in Troy, Michigan. The Bank has
full-service Banking Centers and retail Home Lending Centers located in
Michigan, Indiana, Illinois and Ohio.

         Standard Federal had consolidated assets of $15.7 billion at December
31, 1996. Based on total consolidated assets at December 31, 1996, Standard
Federal is the sixth largest publicly traded savings institution in the United
States and the largest savings institution headquartered in Michigan. With
deposits of $11.0 billion at December 31, 1996, Standard Federal has the largest
deposit base of all savings institutions headquartered in the Midwest.

         On November 22, 1996, ABN AMRO North America, Inc. ("ABN AMRO") and
Standard Federal announced the execution of a definitive merger agreement,
whereby ABN AMRO will purchase all of the outstanding shares of Standard Federal
for $59.00 per share in cash.

         Standard Federal's net income totaled $54.2 million for the year ended
December 31, 1996, compared to $119.5 million in 1995 and $119.0 million in
1994. The 1996 earnings reflect the after-tax cost of a one-time assessment,
mandated by federal law, of $43.8 million, for the recapitalization of the
Savings Association Insurance Fund of the Federal Deposit Insurance Corporation.
Also reflected in the 1996 annual earnings is the effect of a change in
accounting for goodwill which resulted in a reduction of earnings and
unamortized goodwill of $43.0 million.

         Standard Federal Bank's Annual Report on Form 10-K, as of the close of
business on December 31, 1996, as filed with the Securities and Exchange
Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, is incorporated by reference in this Placement Memorandum and shall be
deemed a part hereof.

         Standard Federal Bank will provide, without charge to any person to
whom a copy of this Placement Memorandum has been delivered, upon written
request of any such person, a copy of its Annual Report on Form 10-K. Written
requests for such copies should be delivered to Standard Federal Bank, 2600 West
Big Beaver Road, Troy, Michigan 48084, Attention: Commercial Banking Department.



                                       B-1

<PAGE>   46


                                   APPENDIX C


                              LASALLE NATIONAL BANK

         LaSalle National Bank, with executive offices in Chicago, Illinois, is
a wholly owned subsidiary and a principal asset of LaSalle National Corporation,
a Delaware corporation ("LNC"). LNC is a wholly-owned subsidiary of ABN AMRO
North America, Inc., a Delaware corporation, which is a wholly-owned subsidiary
of ABN AMRO Holdings NV. LaSalle National Bank is a commercial bank offering a
wide range of banking and trust services to its customers in the Chicago
metropolitan area, throughout the United States and around the world. As of
December 31, 1996, LaSalle National Bank had total assets of $13.386 billion,
total deposits of $8.975 billion, total loans and lease finance assets, net of
the reserve for possible credit losses, of $8.276 billion, and total equity
capital of $843.589 million. LaSalle National Bank had net income for the year
ended December 31, 1996, of $126.605 and for the year December 31, 1995, of
$111.070 million.

         LaSalle National Bank's Consolidated Reports of Condition and Income
for a Bank with Domestic and Foreign offices -- Office 031, as of the close of
business on December 31, 1996, as submitted to the Office of Comptroller of
Currency, are incorporated by reference in this Placement Memorandum and shall
be deemed a part hereof. In addition, all reports filed by LaSalle National Bank
pursuant to 12 U.S.C. ss. 324 after the date of this Placement Memorandum shall
be deemed to be incorporated in this Placement Memorandum by reference and shall
be deemed to be a part hereof from date of filing of any such report.

         LaSalle National Bank will provide, without charge to any person to
whom a copy of this Placement Memorandum has been delivered, upon the written
request of any such person, a copy of any or all of the documents referred to
above which may have been or may be included in the Placement Memorandum by
reference, other than exhibits to such documents. Written requests for such
copies should be delivered to LaSalle National Bank, 135 South LaSalle Street,
Chicago, Illinois 60674, Attention: Commercial Lending.






                                       C-1