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NONARBITRAGE CERTIFICATE The undersigned are the duly qualified and acting Mayor and Administrator of the City of Ramsey, Anoka County, Minnesota (the "City" or "Issuer"), charged, either alone or with others, with the responsibility of issuing the Issuer's $345,000 General Obligation Equipment Certificates of Indebtedness, Series 2004B, dated December 15, 2004, as the date of original issue (the "Certificates"). This Certificate is being executed in accordance with the income tax regulations relating to arbitrage bonds (the "Regulations") and may be relied upon as a certification under Section 1.148-2(b)(2) of the Regulations and under Section 148 the Internal Revenue Code of 1986, as amended (the "Code"). The undersigned, having made an investigation of the facts, circumstances and estimates pertaining to and in connection with the Certificates, hereby certify and reasonably expect as follows with respect to the Certificates: 1. Purpose; Statement. The proceeds of the Certificates will be used to finance the purchase of various equipment for the City (the "Equipment"). As of the date hereof, all of the representations and statements of fact contained in the resolution adopted by the City Council on December 14, 2004 (the "Resolution"), relating to the Certificates are true and correct, and nothing has occurred between the date of adoption of the Resolution and the date hereof to cause any expectation or covenant stated in the Resolution to become unlikely or impossible of occurrence or performance, unreasonable or otherwise invalid. 2. Proceeds and Uses. The Certificates were delivered and paid for on the date of this Certificate. The total sale proceeds of the Certificates (i.e., the issue price of the Certificates or the offering price of the Certificates to the public) is $ , which together with accrued interest ($ ) and earnings thereon (estimated to be $ ), do not exceed the total off (i) $ Equipment; ., estimated total financeable costs of the acquisition of the (ii) $ ., expenses anticipated to be incurred in connection with the issuance of the Certificates, including Underwriting Compensation as defined below; and (iii) $ , accrued interest. "Underwriting Compensation" is the difference between the amount paid by the underwriter in purchasing the Certificates from the Issuer and any amount of the issue price or reoffering price of the Certificates to the public. 3. Governmental Purposes; No Over-issuance. The stated purposes of the Certificates are governmental purposes within the meaning of applicable law and regulations. The "Sale Proceeds" of the Certificates (i.e., the issue price of the Certificates less accrued interest), less any amounts used to pay issuance expenses, together with estimated earnings thereon, will not exceed the estimated dollar cost of acquiring the Equipment less all other funds to be expended for paying such costs. 1714595vl