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This Refunding Certificate is one of a duly authorized issue <br />of City of Eugene, Oregon Lease-Purchase Advance Refunding <br />Certificates of Participation, Community Conference Centers {the <br />"Refunding Certificates"}, aggregating the principal amount of <br />$ and issued for the purpose of providing for the <br />payment and retirement of the City of Eugene, Oregon Lease-Purchase <br />Certificates of Participation ~Gommunity Conference Centers dated <br />as of June 1, 1981. <br />The Refunding Certificates are all issued, or may be issued, <br />under and are to be equally and ratably secured and entitled to th e <br />protection given by the Refunding Trust Indenture, dated as of <br />March 1, 1985, the "Refunding Indenture"~ duly executed and <br />delivered by the City of Eugene, Lane County, Oregon, to the First <br />Interstate Bank of Oregon, N.A., as Trustee, and reference is <br />hereby made to the Refunding Indenture for a more complete <br />description of the Facility, the Project and the Leased Premises, <br />and for the provlslons, among others, with respect to the nature <br />and extent of the security, the rights, duties and obligations of <br />the City, the Trustee and the Registered Owners of the Refunding <br />Certificates and the terms and conditions upon which the Refunding <br />Certificates are issued and secured, and to all of the provisions <br />of such Refunding Indenture, each Registered owner, by the <br />acceptance of this Refunding Certificate, does assent. <br />The Refunding Certificates are issuable as fully registered <br />Refunding Certificates registered on the registration books of the <br />Paying Agent and Certificate Registrar in the corporate trust <br />office of the Paying Agent and Certificate Registrar and may <br />thereafter be transferred an such books by the Registered Owner in <br />person or by his attorney. The principal of, premium, if any, hand <br />interest? on any Refunding Certificate shall be payable only to or <br />on the order of the Registered Owner or his attorney. As provided <br />in the Refunding Indenture, Refunding Certificates are inter- <br />changeable in equal aggregate principal amount and in authorized <br />denominations at the corporate. trust off ice of the Trustee, and in <br />the manner, subject to the limitations and on the payment of the <br />charges, as provided in the Refunding Indenture. <br />The Refunding Certificates are noncallable for redemption prior <br />to June 1, 1994, except in the event of Extraordinary Redemption or <br />in the Event of Taxability, to the extent and under the conditions <br />provided in the Refunding Indenture. If called for redemption in <br />any of such events, such Refunding Certificates shall be subject to <br />redemption by the Trustee on any date after issuance in whole, at a <br />redemption price of X100% of the principal amount thereof plus <br />accrued interest to the redemption date for those Refunding <br />Certificates maturing prior to June 1, 2002, ~ [100 ~ of the Compound <br />Accreted Value for those Refunding Certificates maturing an or <br />after June 1, 2002.E <br />II ~- 2. <br />