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This Certificate is one of an issue in the aggregate princ pal amount of $1,360,000 all of like original issue date and tenor, except as to number, maturit date and interest rate, all issued pursuant to a resolution adopted by the City Council on Octob r 28, 2003 (the Resolution), for the purpose of providing money to defray expenses incurred or to be incurred in purchasing various items of capital equipment, pursuant to and in full con rmity with the Constitution and laws ofthe State of Minnesota, including Minnesota Statutes, S ction 412.301, and the principal hereof and interest hereon are payable primarily from ad va orem taxes, as set forth in the Resolution to which reference is made for a full statemen of rights and powers thereby conferred. The full faith and credit of the City are irrevoca ly pledged for payment of this Certificate and the City Council has obligated itself to levy a ditional ad valorem taxes on all taxable property in the City in the event of any deficiency, w ich taxes may be levied without limitation as to rate or amount. The Certificates of this series e issued only as fully registered Certificates in denominations of $5,000 or any integral multiple thereof of single maturities. As provided in the Resolution and subject to certain imitations set forth therein, this Certificate is transferable upon the books of the City at the rincipal office of the Certificate Registrar, by the registered owner hereof in person or by the 0 ner's attorney duly authorized in writing, upon surrender hereof together with a written instrum nt of transfer satisfactory to the Certificate Registrar, duly executed by the registered owner r the owner's attorney; and may also be surrendered in exchange for Certificates of other autho . zed denominations. Upon such transfer or exchange the City will cause a new Certificate or Ce ificates to be issued in the name of the transferee or registered owner, of the same aggregate pri cipal amount, bearing interest at the same rate and maturing on the same date, subject to re mbursement for any tax, fee or governmental charge required to be paid with respect to such tr sfer or exchange. The City and the Certificate Registrar may deem and tr at the person in whose name this Certificate is registered as the absolute owner hereof, whether this Certificate is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Certificate Registrar will be affected by any notice to the contr IT IS HEREBY CERTIFIED, RECITED, COVENA ED AND AGREED that all acts, conditions and things required by the Constitution and laws of he State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Certificate in order to make it a valid and binding general obligation of the ity in accordance with its terms, have been done, do exist, have happened and have been per:u rmed as so required, and that the issuance of this Certificate does not cause the indebtedn ss of the City to exceed any constitutional or statutory limitation of indebtedness. This Certificate is not valid or obligatory for any pu ose or entitled to any security or benefit under the Resolution until the Certificate of Authentic tioD hereon has been executed by the Certificate Registrar by manual signature of one of its auth rized representatives. IN WITNESS WHEREOF, the City of New Brighton, amsey County, Minnesota, by its City Council, has caused this Certificate to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager and has caused th's Certificate to be dated as ofthe date set forth below. SJB-238958vl NE136-188