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<br />3. 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 ($300,500), the Certificate to be subject to the terms and conditions provided herein. <br /> <br />4. Principal and interest shall be payable by the Finance Director. <br /> <br />5. The Certificate shall be substantially the following form: <br /> <br />UNITED STATES OF AMERICA <br />STATE OF MINNESOTA <br />COUNTY OF SHERBURNE <br />CITY OF ELK RIVER <br /> <br />No. R-1 <br /> <br />$300,500 <br /> <br />GENERAL OBLIGATION EQUIPMENT CERTIFICATE, SERIES 2007B <br /> <br />THE CITY OF ELK RIVER, SHERBURNE COUNTY, MINNESOTA (the "City"), <br />acknowledges itself to be indebted and, for value received, hereby promises to pay to The Bank <br />of Elk Ri ver, or its registered assigns (the "Registered Owner"), the Principal Sum of THREE <br />HUNDRED THOUSAND FIVE HUNDRED DOLLARS ($300,500) on February 1 in the years <br />and principal amounts, respectively, as follows: <br /> <br />Year Principal Amount <br /> <br />2008 $100,166.67 <br />2009 100,166.67 <br />2010 100,166.67 <br /> <br />or on any earlier date on which the principal amounts of this Certificate may be and shall have <br />been duly called for prepayment, and to pay interest to the Registered Owner from the date <br />hereof on the principal amounts hereof until the same are paid at the rate of five and twenty <br />hundredths percent (5.20%) per annum, interest to maturity being payable on February 1, 2008, <br />and on each February 1 and August 1 thereafter (the "Interest Payment Dates"). Interest shall be <br />calculated on the basis of a 360-day year consisting of twelve months of thirty days each. The <br />Finance Director will pay the interest due on this Certificate on each Interest Payment Date by <br />mailing or delivering a check or draft made payable to the person that was the Registered Owner <br />at the end of the day preceding such Interest Payment Date. Both principal of and interest on this <br />Certificate are payable in any coin or currency of the United States of America which on the date <br />of payment is legal tender for public and private debts. At the time of final payment of all <br />principal of and interest on this Certificate, the Registered Owner shall surrender this Certificate <br />to the Finance Director. <br /> <br />This Certificate is subject to prepayment at the option of the City at any time, in whole or <br />in part, at par plus accrued interest to the date of prepayment, upon prior written notice to the <br />Registered Owner. <br /> <br />2014559v1 <br /> <br />2 <br />