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PROPOSAL FORM <br />The City Council February 28, 2007 <br />City of Little Canada, Minnesota <br />RE: $2,205,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007A <br />DATED: March 22, 2007 <br />For all or none of the above Bonds, in accordance with the Terms of Proposal and terms of the Global Book -Entry <br />System as stated in this Preliminary Official Statement, we will pay you $ (not Less than <br />$2,178,540) plus accrued interest to date of delivery for fully registered Bonds bearing interest rates and maturing in <br />the stated years as follows: <br />% due 2008 % due 2012 % due 2016 <br />% due 2009 % due 2013 % due 2017 <br />% due 2010 % due 2014 % due 2018 <br />% due 2011 % due 2015 <br />* The City reserves the right to increase or decrease the principal amount of the Bonds on the day of sale, in <br />increments of $5,000 each. Increases or decreases may be made in any maturity. If any principal amounts are <br />adjusted, the purchase price proposed will be adjusted to maintain the same gross spread per $1,000. <br />We enclose our good faith deposit in the amount of $44,100, to be held by you pending delivery and payment. <br />Alternatively, we have provided a financial surety bond or have wired our good faith deposit to the U. S. Trust <br />Company, N.A., Greenwich, CT, ABA No. 0210 - 01318, for further credit to Ehlers & Associates, Inc. Bond Issue <br />Escrow Account No. 850- 788 -1. If our proposal is not accepted, said deposit shall be promptly returned to us. If the <br />good faith deposit is wired to such escrow account, we agree to the conditions and duties of Ehlers & Associates, Inc., <br />as escrow holder of the good faith deposit, pursuant to this Preliminary Official Statement dated February 15, 2007. <br />This proposal is for prompt acceptance and is conditional upon deposit of said Bonds to The Depository Trust <br />Company, New York, New York, in accordance with the Terms of Proposal. Delivery is anticipated to be on or about <br />March 22, 2007. <br />This proposal is subject to the City's covenant and agreement to enter into a written undertaking to provide continuing <br />disclosure under Rule 15c2 -12 promulgated by the Securities and Exchange Commission under the Securities <br />Exchange Act of 1934 as described in the Preliminary Official Statement for this Issue. <br />We have received and reviewed the Preliminary Official Statement and have submitted our requests for additional <br />information or corrections to the Final Official Statement. As Syndicate Manager, we agree to provide the City with <br />the reoffering price of the Bonds within 24 hours of the proposal acceptance. <br />Account Manager: By: <br />Account Members: <br />Award will be on a true interest cost basis. According to our computations (the correct computation being <br />controlling in the award), the total dollar interest cost (including any discount or less any premium) computed from <br />March 22, 2007 of the above proposal is $ and the true interest cost (TIC) is %. <br />The foregoing offer is hereby accepted by and on behalf of the City Council of the City of Little Canada, Minnesota, <br />on February 28, 2007. <br />By: By: <br />Title: Title: <br />