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• <br />• <br />Issuance; Purpose; General Obligation. This <br />Certificate is one of an issue in the total principal amount of <br />$257,000, all of like date of original issue and tenor, except as <br />to number, maturity, interest rate, denomination and redemption <br />privilege, which Certificate has been issued pursuant to and in <br />full conformity with the Constitution and laws of the State of <br />Minnesota and the Charter of the Issuer and pursuant to a <br />resolution adopted by the City Council of the Issuer on March 14, <br />2000 (the "Resolution "), for the purpose of providing money to <br />finance the acquisition of certain capital equipment for the <br />Issuer. This Certificate is payable out of the General <br />Obligation Capital Equipment Certificates of Indebtedness, Series <br />2000A Fund of the Issuer. This Certificate constitutes a general <br />obligation of the Issuer, and to provide moneys for the prompt <br />and full payment of its principal, premium, if any, and interest <br />when the same become due, the full faith and credit and taxing <br />powers of the Issuer have been and are hereby irrevocably <br />pledged. <br />Denominations; Exchange; Resolution. The Certificates <br />are issuable solely as fully registered certificates in the <br />denominations of $1,000 and integral multiples thereof of a <br />single maturity and are exchangeable for fully registered <br />Certificates of other authorized denominations in equal aggregate <br />principal amounts at the principal office of the Certificate <br />Registrar, but only in the manner and subject to the limitations <br />provided in the Resolution. Reference is hereby made to the <br />Resolution for a description of the rights and duties of the <br />Certificate Registrar. Copies of the Resolution are on file in <br />the principal office of the Certificate Registrar. <br />Transfer. This Certificate is transferable by the <br />Holder in person or by his, her or its attorney duly authorized <br />in writing at the principal office of the Certificate Registrar <br />upon presentation and surrender hereof to the Certificate <br />Registrar, all subject to the terms and conditions provided in <br />the Resolution and to reasonable regulations of the Issuer <br />contained in any agreement with the Certificate Registrar. <br />Thereupon the Issuer shall execute and the Certificate Registrar <br />shall deliver, in exchange for this Certificate, one or more new <br />fully registered Certificates in the name of the transferee (but <br />not registered in blank or to "bearer" or similar designation), <br />of an authorized denomination or denominations, in aggregate <br />principal amount equal to the principal amount of this <br />Certificate, of the same maturity and bearing interest at the <br />same rate. <br />Fees upon Transfer or Loss. The Certificate Registrar <br />may require payment of a sum sufficient to cover any tax or other <br />governmental charge payable in connection with the transfer or <br />exchange of this Certificate and any legal or unusual costs <br />regarding transfers and lost Certificates. <br />1146366.1 7 <br />