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<br />The Registered Owner may elect on December 15,2011 and any date thereafter, to tender
<br />the Note to the City, in whole or in part, upon 120 days notice to the City Manager, and if in part,
<br />in the minimum principal amount of $1,000,000. On the noticed tender date, the City shall
<br />redeem the principal amount requested for tender, at a price of par plus accrued interest to the
<br />tender date. If less than the entire principal amount of the Note is tendered, the principal
<br />installments will be redeemed in inverse order.
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<br />This Note is one of an issue in the aggregate principal amount of $11,951,940.29 all of
<br />like original issue date and tenor, except as to number, maturity date, redemption privilege, and
<br />interest rate, all issued pursuant to a resolution adopted by the City Council on December 12,
<br />2006 (the "Resolution"), for the purpose of providing money to aid in financing the public
<br />development costs of a project (the "Project") in the City, pursuant to and in full conformity with
<br />the and the Constitution and laws of the State of Minnesota, including Minnesota Statutes,
<br />Sections 469,174 to 469.179, Minnesota Laws 1998, Chapter 389, Article 11, Section 24, and
<br />Minnesota Statutes, Sections 469.124 through 469.134 and the principal hereof and interest
<br />hereon are payable primarily from tax increments resulting from increases in taxable valuation of
<br />real property in certain tax increment financing districts within the Project, as set forth in the
<br />Resolution to which reference is made for a full statement of rights and powers thereby
<br />conferred. The full faith and credit of the City are irrevocably pledged for payment of this Note
<br />and the City Council has obligated itself to levy ad valorem taxes on all taxable property in the
<br />City in the event of any deficiency in tax increments pledged, which taxes may be levied without
<br />limitation as to rate or amount. The Notes of this series are issued only as fully registered Notes
<br />in denominations of the original principal amount of the Note.
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<br />As provided in the Resolution and subject to certain limitations set forth therein, this
<br />Note is transferable upon the books of the City at the principal office of the Registrar, by the
<br />registered owner hereof in person or by the owner's attorney duly authorized in writing, upon
<br />surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
<br />executed by the registered owner or the owner's attorney; and may also be surrendered in
<br />exchange for Notes of other authorized denominations. Upon such transfer or exchange the City
<br />will cause a new Note or Notes to be issued inthe name of the transferee or registered owner, of
<br />the same aggregate principal amount, bearing interest at the same rate and maturing on the same
<br />date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
<br />respect to such transfer or exchange.
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<br />The City and the Registrar may deem and treat the person in whose name this Note is
<br />registered as the absolute owner hereof, whether this Note is overdue or not, for the purpose of
<br />receiving payment and for all other purposes, and neither the City nor the Registrar will be
<br />affected by any notice to the contrary.
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<br />IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
<br />conditions and things required by the Constitution and laws of the State of Minnesota to be done,
<br />to exist, to happen and to be performed preliminary to and in the issuance of this Note in order to
<br />make it a valid and binding general obligation of the City in accordance with its terms, have been
<br />done, do exist, have happened and have been performed as so required, and that the issuance of
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