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<br />3 | Page <br /> <br /> <br /> The Maximum Federal Corporate Tax Rate is currently 35% <br />such that the current Margin Rate Factor equals 1.0. The <br />Margin Rate Factor will not go below 1.0. <br /> <br />Optional Redemption/ <br />Conversion: The Bonds are subject to optional redemption at any time at a <br />“make whole” price. <br /> <br />Base Rate: Greatest of (i) the Bank’s Prime Rate plus 1.00%, (ii) the Federal <br />Funds Rate plus 2.00%, or (iii) 7.00%. <br /> <br />Default Rate: Base Rate plus 3.00%. <br /> <br />Conditions <br />Precedent to <br />Considering Credit <br />Accommodation: Usual and customary for this type of financing and materially <br />consistent with the Resolution. <br /> <br />Loan Treatment: The Bank’s purchase of the Bonds is conditioned on its ability to <br />treat the Bonds as a loan for accounting purposes. To achieve <br />this treatment, the following conditions must be met: <br /> <br />1. No rating can be assigned to the Bonds <br />2. The Bonds must be delivered in physical form <br />3. The physical Bonds must carry a legend referencing the <br />transfer restrictions <br />4. The Bank’s ability to transfer is limited to affiliates, certain <br />custodial arrangements and certain commercial bank <br />Qualified Institutional Buyers <br />5. The Bonds must have minimum denominations of not less <br />than $250,000 <br />6. No placement agent shall be involved in the financing or, if <br />the City of New Brighton requires the involvement of a <br />placement agent, any placement agreement shall be in <br />form and substance satisfactory to the Bank <br />7. Non-DTC registered CUSIP <br /> <br />Taxability: Upon a determination of taxability subsequent to the delivery of <br />the Bonds, the rate on the Bonds will automatically adjust to a <br />rate equal to the current rate on the Bonds multiplied by a tax- <br />exempt factor currently estimated at 1.54. The Issuer shall also <br />pay any other expenses incurred by the Bank as a result of the <br />determination of taxability. <br />Reps and <br />Warranties: Usual and customary for this type of financing. <br /> <br />Principal Financial <br />Covenants: Usual and customary for this type of financing.