Resolution - #03-06-138 - 06/10/2003

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provided in the Letter of Representations, as defined in the Resolution. Until termination of the book-entry only system pursuant to the Resolution, Bonds may only be registered in the name of the Depository or its Nominee. No Redemption. The Bonds of this issue (the "Bonds") are not subject to redemption or prepayment prior to their stated maturity dates. Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal amount orS1,285,000, all of like date of original issue and tenor, except as to number, maturity, interest rate and denomination, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and Charter of the Issuer and pursuant to a resolution adopted by the City Council on June 10, 2003 (the "Resolution"), for the purpose of providing funds sufficient for a crossover refunding on February 1, 2005, of the Issuer's General Obligation Tax Increment Bonds, Series 1995A, dated March 1, 1995, which mature on February 1, 2006, and thereafter. This Bond is payable out of the Escrow Account and the Debt Service Account of the Issuer's General Obligation Tax Increment Crossover Refunding Bonds, Series 2003 Fund. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations; Exchange; Resolution. The Bonds are issuable solely as fully registered bonds in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Bonds o f other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided herein with respect to the Record Date) and for all