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<br />this Bond. Until termination of the book-entry only system pursuant to the Resolution, Bonds
<br />may only be registered in the name of the Depository or its Nominee.
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<br />Redemption. All Bonds of this issue (the "Bonds") maturing on February 1, 2015, and
<br />thereafter, are subject to redemption and prepayment at the option of the Issuer on February 1,
<br />2014, and on any date thereafter at a price of par plus accrued interest. Redemption may be in
<br />whole or in part of the Bonds subject to prepayment. Ifredemption is in part, the selection of the
<br />amounts and maturities to be prepaid shall be at the discretion of the City; and if only part of the
<br />Bonds having a common maturity date are called for prepayment, the specific Bonds to be
<br />prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
<br />redemption shall be due and payable on the redemption date, and interest thereon shall cease to
<br />accrue from and after the redemption date. Mailed notice of redemption shall be given to the
<br />paying agent and to each affected Holder of the Bonds at least thirty (30) days prior to the date
<br />fixed for redemption.
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<br />Selection of Bonds for Redemption: Partial Redemption. To effect a partial redemption
<br />of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
<br />common maturity date a distinctive number for each $5,000 of the principal amount of such
<br />Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
<br />deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
<br />$5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The
<br />Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
<br />however, that only so much of the principal amount of such Bond of a denomination of more
<br />than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so
<br />selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar
<br />(with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form
<br />satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's
<br />attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
<br />Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a
<br />new Bond or Bonds of the same series having the same stated maturity and interest rate and of
<br />any Authorized Denomination or Denominations, as requested by such Holder, in aggregate
<br />principal amount equal to and in exchange for the unredeemed portion ofthe principal of the
<br />Bond so surrendered.
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<br />Issuance: Purpose: General Obligation. This Bond is one of an issue in the total principal
<br />amount of$I,660,000, all of like date of original issue and tenor, except as to number, maturity,
<br />interest rate, redemption provision and denomination, issued pursuant to and in full conformity
<br />with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by
<br />the City Council on May 16, 2005 (the "Resolution"), for the purpose of providing money for a
<br />crossover refunding on February 1, 2006, of the General Obligation Sewer Revenue Bonds,
<br />Series 1996A, dated July 1, 1996, which mature on and after February 1, 2007. This Bond is
<br />payable out of the Escrow Account and the General Obligation Sewer Revenue Refunding
<br />Bonds, Series 2005B Fund of the Issuer. This Bond constitutes a general obligation of the
<br />Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
<br />and interest when the same become due, the full faith and credit and taxing powers of the Issuer
<br />have been and are hereby irrevocably pledged.
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<br />1 768593vl
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<br />05-54-
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