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<br />. <br /> <br />. <br /> <br />. <br /> <br />2. The offer of The Bank of Elk River, in Elk River, Minnesota (the "Purchaser"), to <br />purchase the Certificate is hereby accepted, such offer being to purchase the Certificate at a price <br />of par ($645,000), the Certificate to be subject to the terms and conditions herein provided. <br /> <br />3. The City shall forthwith issue and sell its $645,000 General Obligation Equipment <br />Certificate, Series 2005D. The Certificate shall be dated June 1,2005, shall be a single, fully <br />registered obligation without interest coupons, shall bear interest payable on February 1, 2006, <br />and semiannually thereafter on each February 1 and August 1, and shall mature and bear interest <br />as provided in the form of the Certificate set out in paragraph 5 of this Resolution. <br /> <br />The Certificate shall be subject to redemption in whole or in part at the option of the City <br />at any time, in inverse order of the principal maturities thereof, upon prior written notice to the <br />Registered Owner thereof, at par plus accrued interest to date of redemption. Interest on the <br />Certificate shall be calculated on the basis of a 360-day year consisting of 12 months of 30 days <br />each. <br /> <br />4. Both principal of and interest on the Certificate shall be payable by the City <br />Finance Director, who shall also act as registrar and transfer agent (the "Certificate Registrar") <br />for the Certificate. <br /> <br />5. The Certificate shall be substantially the following form: <br /> <br />1768935vl <br /> <br />2 <br /> <br />D5~55 <br />