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1. Acceptance of Offer. The offer of Northland Securities, Inc. (the "Purchaser"), to <br />purchase the Certificates in accordance with the terms and at the rates of interest hereinafter set <br />forth, and to pay therefore the sum of $ , plus interest accrued to settlement, is hereby <br />accepted. <br /> <br />2. Certificate Terms. <br /> <br /> (a) Original Issue Date; Denominations and Maturities. The Certificates shall be <br />dated December 15, 2005, as the date of origlnal issue and shall be issued forthwith on or after <br />such date in fully registered form. The Certificates shall be numbered from R-1 upward in the <br />denomination of $5,000 each or in any integral multiple thereof of a single maturity (the <br />"Authorized Denominations"). The Certificates shall mature, without option of prepayment, on <br />December 15 in the years and amounts as follows: <br /> <br />2006 <br />2007 <br />2008 <br />2009 <br />2010 <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 />Certificates, and to this end: <br /> <br /> (i) The Certificates shall be initially issued and, so long as they remain in <br />book entry form only (the "Book Entry Only Period"), shall at all times be in the form of <br />a separate single fully registered Certificate for each maturity of the Certificates; and for <br />purposes of complying with this requirement under paragraphs 5 and 10 Authorized <br />Denominations for any Certificate shall be deemed to be limited daring the Book Entry <br />Only Period to the outstanding principal amount of that Certificate. <br /> <br /> (ii) Upon initial issuance, ownership of the Certificates shall be registered in a <br />bond register maintained by the Registrar (as hereinafter defined) in the name of CEDE <br />& CO., as the nominee (it or any nominee of the exist'rog or a successor Depository, the <br />"Nominee"). <br /> <br /> (iii) With respect to the Certificates neither the City nor the Registrar shall <br />have any responsibility or obligation to any broker, dealer, bank, or any other financial <br />institution for which the Depository holds Certificates as securities depository (the <br />"Participant") or the person for which a Participant holds an interest in the Certiftcates <br />shown on the books and records of the Participant (the "Beneficial Owner"). Without <br />limiting the immediately preceding sentence, neither the City, nor the Registrar, shall <br />have any such responsibility or obligation with respect to (A) the accuracy of the records <br />of the Depository, the Nominee or any Participant with respect to any ownership interest <br />in the Certificates, or (B) the delivery to any Participant, any Owner or any other person, <br /> <br />1848944vl 2 <br /> <br /> <br />