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NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Ramsey, <br />Minnesota, as follows: <br /> <br /> 1. Acceptance of Offer. The offer of Nortkland Securities, Inc. (the "Purchaser"), to <br />purchase the Bonds in accordance with the terms and at the rates of interest hereinafter set forth, <br />and to pay therefor the sum of $ , plus interest accrued to settlement, is <br />hereby accepted. <br /> <br />2. Bond Terms. <br /> <br /> (a) Title; Original Issue Date; Denominations; Maturities. The Bonds shall be titled <br />"General Obligation Taxable Tax Increment Bonds, Series 2006A", shall be dated January 1, <br />2006, as the date of original issue, shall be issued forthwith on or after such date in fully <br />registered form, shall be numbered from R-I upward in the denomination of $5,000 each or in <br />any integral multiple thereof of a single maturity (the "Authorized Denominations") and shall <br />mature, without option of prepayment, on December 1 in the years and amounts as follows: <br /> <br />Year Amount <br /> <br />2006 $150,000 <br />2007 160,000 <br />2008 165,000 <br />2009 175,000 <br />2010 175,000 <br />2011 200,000 <br /> <br /> As may be requested by the Purchaser, one or more term Bonds may be issued having <br />mandatory sinking fund redemption and final maturity amounts conforming to the foregoing <br />principal repayment schedule, and corresponding additions may be made to the provisions of the <br />applicable Bond(s). <br /> <br /> (b) Book Entry Only System. The Depository Trust Company, a limited purpose <br />trust company organized under the laws of the State of New York or any of its successors or its <br />successors to its functions hereunder (the "Depository") will act as securities depository for the <br />Bonds, and to this end: <br /> <br /> (i) The Bonds shall be initially issued and, so long as they remain in book entry <br />form only (the "Book Entry Only Period"), shall at all times be in the form ora separate <br />single fully registered Bond for each maturity of the Bonds; and for purposes of <br />complying with this requirement under paragraphs 5 and I0 Authorized Denominations <br />for any Bond shall be deemed to be limited during the Book Entry Only Period to the <br />outstanding principal amount of that Bond. <br /> <br /> (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond <br />register maintained by the Bond Registrar (as hereinafter defined) in the name of CEDE <br />& CO., as the nominee (it or any nominee of the existing or a successor Depository, the <br />"Nominee"). <br /> <br /> 2 <br />1849055vl <br /> <br /> <br />