Resolution - #02-12-317 - 12/10/2002

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interest. Redemption may be in whole or in part. If redemption is in part, the maturities and the principal amounts within each maturity to be redeemed shall be determined by the Issuer; and if only part of the Certificates having a common maturity date are called for prepayment, the specific Certificates to be prepaid shall be chosen by lot by the Certificate Registrar. Certificates or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent (if other than the Issuer) and to each affected Holder of the Certificates. Selection of Certificates for Redemption; Partial Redemption. To effect a partial redemption of Certificates having a common maturity date, the Certificate Registrar shall assign to each Certificate having a common maturity date a distinctive number for each $1,000 of the principal amount of such Certificate. The Certificate Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Certificates, as many numbers as, at $1,000 for each number, shall equal the principal amount of such Certificates to be redeemed. The Certificates to be redeemed shall ,be the Certificates to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Certificate of a denomination of more than $1,000 shall be redeemed as shall equal $1,000 for each number assigned to it and so selected. If a Certificate is to be redeemed only in part, it shall be surrendered to the Certificate Registrar (with, if the Issuer or Certificate Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Certificate Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Certificate Registrar shall deliver to the Holder of such Certificate, without service charge, a new Certificate or Certificates of the same series having the same stated maturity and interest rate and of any author/zed denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Certificate so surrendered. Issuance; Purpose; General Obligation. This Certificate is one of an issue in the total principal amount of $295,000, all of like date of original issue and tenor, except as to number, maturity, interest rate, denomination and redemption privilege, which Certificate has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and the Charter of the Issuer and pursuant to a resolution adopted by the City Council of the Issuer on December I 0, 2002 (the "Resolution"), for the purpose of providing money to finance the acquisition of certain capital equipment for the Issuer: This Certificate is payable out of the General Obligation Capital Equipment Certificates of Indebtedness, Series 2002A Fund of the Issuer. This Certificate 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 Certificates are issuable solely as fully registered certificates in the denominations of $1,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Certificates of other authorized denominations in equal aggregate principal amounts at the principal office of the Certificate Registrar, but only in the manner and subject to the limitations provided in the Resolution. 1479134vl 5