Resolution - #07-02-054 - 02/13/2007

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1. Acceptance of Offer. The offer of Northland Securities, Inc. (the "Purchaser"), to purchase the Certificates in accordance with the terms and at the rates of interest hereinafter set forth, and to pay therefore the sum of $779.661.65, plus interest accrued to settlement, is hereby accepted. 2. Certificate Terms. (a) Original Issue Date: Denominations and Maturities. The Certificates shall be dated March 1, 2007, as the date of original issue and shall be issued forthwith on or after such date in fully registered form. The Certificates shall be numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized Denominations"). The Certificates shall mature, without option of prepayment, on February 1 in the years and amounts as follows: Year Amount 2008 $ 140,000 2009 155,000 2010 160,000 2011 165,000 2012 170,000 (b) Book Entry Only System. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York or any of its successors or its successors to its functions hereunder (the "Depository") will act as securities depository for the Certificates, and to this end: (i) The Certificates shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Period"), shall at all times be in the form of a separate single fully registered Certificate for each maturity of the Certificates; and for purposes of complying with this requirement under paragraphs 5 and 10 Authorized Denominations for any Certificate shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Certificate. (ii) Upon initial issuance, ownership of the Certificates shall be registered in a bond register maintained by the Registrar (as hereinafter defmed) in the name of CEDE & CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee"). (iii) With respect to the Certificates neither the City nor the Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other fmancial institution for which the Depository holds Certificates as securities depository (the "Participant") or the person for which a Participant holds an interest in the Certificates shown on the books and records of the Participant (the "Beneficial Owner"). Without limiting the immediately preceding sentence, neither the City, nor the Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Certificates, or (B) the delivery to any Participant, any Owner or any other person, 1987047vl 2