Resolution - #04-12-373 - 12/14/2004

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iCu~su~nt to thc Resolution, Certificates may only be registered in the name of the Depository or No Redemption. The Certificates of this issue (the "Certificates") are not subject to rt:d,;mplion and prepayment prior to their maturity. Issuance; Purpose; General Obligation. This Certificate is one of an issue in the total l>~'incipal amount of $345,000, all of like date of original issue and tenor, except as to number, n~att!rily, interest tale and denomination, which Certificate has been issued pursuant to and in full c(m Iormity with thc Constitution and laws of the State of Minnesota and the Charter of the Issuer ~tnd i)tll'suant to at resolution adopted by the City Council of the Issuer on December 14, 2004 (the "R c.sol ution"), for thc purpose of providing money to finance the purchase of various equipment lk~r ibc Issuer. This Certificate is payable out of the General Obligation Equipment Certificates or' lmlcbtcdness, Series 2004B Fund of the Issuer. This Certificate constitutes a general obliga/ion of the Issuer, and to provide moneys for the prompt and full payment of its principal, 13rcmium, if any, m,d interest when the same become due, the full faith and credit and taxing p(~wcrs et' the Issuer have been and are hereby irrevocably pledged. Denominations; Exchange; Resolution. The Certificates are issuable solely in fully ~-cgistc~'cd form in Authorized Denominations (as defined in the Resolution) and are exchangeable lbr fully registered Certificates of other Authorized Denominations in equal ~ggrcgadc principal amounts at the principal office of the Registrar, but only in the manner and sul),jcct to the limitations provided in the Resolution. Reference is hereby made to the Resolution Ii'ir a description of thc ri ghts and duties of the Registrar. Copies of the Resolution are on file in tile prhmipal office of the Registrar. Transl"cr. This Certificate is transferable by the Holder in person or by the Holder's atlorncy duly attthorized in writing at the principal office of the Registrar upon presentation and surrcl~dcr hereof to the Registrar, all subject to the terms and conditions provided in the Rcso lulion and to reasonable regulations of the Issuer contained in any agreement with the l<cgist~':~r. Thereupon the Issuer shall execute and the Registrar shall authenticate and deliver, in ~'xchm~gc Ibr this Certificate, one or more new fully registered Certificates in the name of the Items t~crcc (but not registered in blm~¢ or to "bearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of ti'tis (:(:rti ficatc, of the same maturity and bearing interest at the same rate. l;ces upon Transfer or Loss. The Registrar may require payment of a sum sufficient to cover an y tax or other governmental charge payable in connection with the transfer or exchange this (iortificatc and any legal or unusual costs regarding transfers and lost Certificates. 'l¥catmcnt of Registered Owners. The Issuer and Registrar may treat the person in whose ltlis Ccrtificate is registered as the owner hereof for the purpose of receiving payment as h~t'ci~ p~-ovided (except as otherwise provided herein with respect to the Record Date) and for all pm'poses, whether or not this Certificate shall be overdue, and neither the Issuer nor the lRcgialr;~r shall be affected by notice to the contrary.