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=bank <br />Corporate Trust Services <br />April 3, 1998 <br />City of Little Canada <br />Attn. Administrator <br />515 Little Canada Road <br />Little Canada MN 55117 <br />U.S. Bank National Association <br />Attn: Mr. Jon M. Hoffman <br />601 Second Avenue South <br />Minneapolis MN 55402 -4302 <br />RECEIVED APR - 6 1998 <br />Wellington III Associates <br />Attn: Mr. Larry Carlson <br />418 West Horseshoe Drive <br />Shoreview MN 55126 <br />U.S. Bancorp Investments, Inc. <br />Attn: Public Finance Department <br />100 South Fifth Street, Suite 1400 <br />Minneapolis MN 55402 <br />Re: Appointment of Successor Custodian - Letter of Credit Custodial Agreement <br />dated June 1, 1994 (the "Agreement "), among The Bank of New York, formerly <br />Nationsbank of Virginia, N.A., as Custodian, U.S. Bank Trust National <br />Association, formerly First Trust National Association, as Trustee, and <br />Wellington III Associates, the Company <br />Ladies/ Gentlemen: <br />We have been informed by the Custodian, pursuant to Section 2.2 of the above <br />referenced Agreement, of their intent to resign effective May 15, 1998. <br />Pursuant to the Agreement the Trustee shall, with the written consent of the <br />Remarketing Agent, the Bank, the Issuer and the Company, promptly appoint a <br />successor Letter of Credit Custodian. <br />The purpose of this letter is to request your written consent to the appointment of U.S. <br />Bank Trust National Association as the successor Letter of Credit Custodian. <br />As Trustee we have received a legal opinion from Dorsey & Whitney, to the effect that <br />all of the duties of the Letter of Credit Custodian may be performed by the Trustee. <br />Furthermore, said opinion states that the Trustee is legally authorized and permitted to <br />directly hold the Letter of Credit as the beneficiary thereof, and to perform all duties <br />under the bond indenture to draw upon and otherwise administer the Letter of Credit <br />consistent with the requirements of the indenture. <br />Page 4 <br />