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1. Acceptance of Offer. The offer of Community First National Bank (the <br />"Purchaser"), to purchase the Certificates of the City (or individually, a "Certificate"), in <br />accordance with the terms established therefor and at the rates of interest hereinafter set forth, <br />and to pay therefor the sum of par, plus interest accrued to settlement, is hereby accepted. <br /> <br /> 2. Title; Original Issue Date; Denominations; Maturities. The Certificates shall <br />be titled "General Obligation Capital Equipment Certificates of Indebtedness, Series 2002A", <br />shall be dated ,2002, as the date of original issue and shall be issued forthwith on or <br />after such date as fully registered certificates. The Certificates shall be numbered from R-1 <br />upward in the denomination of $1,000 each or in any integral multiple thereof of a single <br />maturity. The Certificates shall mature on December 15 in the years and amounts as follows: <br /> <br />Year Amount Year Amount <br /> <br />2003 $56,000 2006 $60,000 <br />2004 58,000 2007 62,000 <br />2005 59,000 <br /> <br /> 3. Purpose. The Certificates shall provide funds for the Equipment. The total <br />cost of the Equipment, which shall include all costs enumerated in Minnesota Statutes, Section <br />475.65, is estimated to be at least equal to the amount of the Certificates herein authorized. <br /> <br /> 4. Interest. The Certificates shall bear interest payable semiannually on June 15 <br />and December 15 of each year (each, an "Interest Payment Date"), commencing June 15, 2003, <br />calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per <br />annum set forth opposite the maturity years as follows: <br /> <br />Maturity Interest Maturity · Interest <br />Year Rate Year Rate <br /> <br />2003 % 2006 <br />2004 2007 <br />2005 <br /> <br /> 5. Redemption. All Certificates shall be subject to redemption and prepayment at <br />the option of the City on any date at a price of par plus accrued interest. Redemption may be in <br />whole or in part. If redemption is in part, the'maturities and the principal amounts within each <br />maturity to be redeemed shall be determined by theCity; and if only part of the Certificates <br />having a common maturity date are called for prepayment, the specific Certificates to be prepaid <br />shall be chosen by lot by the Certificate Registrar. Certificates or portions thereof called for <br />redemption shall be due and payable on the redemption date, and interest thereon shall cease to <br />accrue from and after the redemption date. Mailed notice of redemption shall be given to the <br />paying agent (if other than the City) and to each affected registered holder of the Certificates. <br /> <br /> To effect a partial redemption of Certificates having a common maturity date, the <br />Certificate Registrar prior to giving notice of redemption shall assign to each Certificate having a <br />common maturity date a distinctive number for each $1,000 of the principal amount of such <br />Certificate. <br /> <br />1479060v I <br /> <br /> <br />