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I, '. .. -m Miller & -~~hroeder Honorable City Council City of Arden Hills Arden Hills, MinnesoUl . Cardiac Pacemakers, Inc. 1140 Red Fox Road St. Paul, MinnesoUl 55112 15. Interest earned fro excess funds therein not required benefit of the Company. I -6- the investment of the Construction Fund and anv .or completion of the Project shall accrue to the 16. The Company shall t the extent permitted by law have the right at its option and expense to proceed und r and pursuant to the terms of MSA 474_ 03(10) to refund the Bonds issued pursuant t and in contemplation of this agreerre nt and the net benefit of such refunding shall accrue to the Company in the form of adjusted lease payments, to coincide with t e schedules agreed to under the terms and conditions of the refunding issue. 17. For purposes hereof, the terms "Bolid Reserve", "Construction Fund" and "Bond Fund" shall be such as are efined and referred to in the Loan Agreement and Indenture to be executed and delivered in connection with this Bond offering. 18. This Agreement sha I supercede the previous Underwriting Agreement dated March 26, 1975 between the parties hereto relating to the same subject matters. If the foregoing proposal is acceptable to both of you, plea,se indicate by en- dorsing a copy hereof and returni g the copy so endorsed to us. Until and unless accepted by both of you, this prop sal may be withdrawn by us at any time by a tele- gram addressed to both of you_ I this proposa 1 is accepted but for any reason Bonds are not issued and delivered as h~rein contemplated, the Issuer shall be reimbursed by the Company for all expenses t eretofore incurred by the Issuer in connection with th~ proposed Project. I Dlted: ~'--I It, /'17) Very truly yours, MILLER & SCHROEDER MUNICIPA LS, INC. By ~ 0)' {?~J--ft:? '1