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Home My WebLink About$60,000 Note RREGISTERED CERTIFICATE NO. 1 REGISTERED $6,000,000 UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF BLACK HAWK CITY OF WATERLOO TAXABLE COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES ANTICIPATION PROJECT NOTE SERIES 2023 (SECOND REPLACEMENT NOTE) Interest Rate Maturity Date 6.00% through December 1, 2024 5.75% beginning December 2, 2024 through December 29, 2025 6.15% beginning December 30, 2025 December 1, 2026 Original Dated Date September 20, 2023 Amendment Date December 2, 2024 December 30, 2025 The City of Waterloo, State of Iowa, a public body organized and existing under and by virtue of the constitution and laws of the State of Iowa (the "Issuer"), for value received, promises to pay from the source and as hereinafter provided, on the maturity date indicated above, to CEDAR RAPIDS BANK & TRUST, CEDAR RAPIDS, IOWA or registered assigns, the principal sum of SIX MILLION DOLLARS, or such lesser amount as may be advanced under this Note, in lawful money of the United States of America, on the maturity date shown above, only upon presentation and surrender hereof at the office of the Secretary of the Board of Trustees, Paying Agent of this issue, or its successor. Interest shall accrue on the principal amount of each installment advanced hereunder from the date of delivery for each installment until paid at the rate per annum as specified above. Interest shall be payable on June 1, 2024, semiannually thereafter on December 1 and June 1 each year, and at final maturity or redemption prior thereto. Interest and principal shall be paid to the registered holder of the Note as shown on the records of ownership maintained by the Registrar as of the 15th day of the month preceding such interest payment date. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. THE ISSUER DOES NOT INTEND OR REPRESENT THAT THE INTEREST ON THE NOTE WILL BE EXCLUDED FROM GROSS INCOME FOR FEDERAL INCOME TAX PURPOSES, AND THE ISSUER IS NOT OBLIGATED TO TAKE ANY ACTION TO ATTEMPT TO SECURE ANY SUCH EXCLUSION. THE HOLDER OF THE NOTES THEREFORE SHOULD TREAT THE INTEREST THEREON AS SUBJECT TO FEDERAL INCOME TAXATION. This Note is issued pursuant to the provisions of Sections 76.13, 384.24A and 384.83 of the City Code of Iowa, for the purpose of paying costs of improvements and extensions to the Municipal Communications Utility, including working capital during the construction, start-up period and initial operation of the communications utility system, in conformity to a Resolution (as amended) of the Board of Trustees of the Municipal Communications Utility of the City duly passed and approved, for the purpose of defraying part of the cost of acquiring the Project. For a complete statement of the revenues and funds from which, and the conditions under which this Note is payable, a statement of the conditions under which the additional Notes of equal standing may hereafter be issued, and the general covenants and provisions pursuant to which this Note is issued, reference is made to the above described Resolution, as amended. This Note may be called for redemption by the Issuer and paid before maturity on any date, from any funds regardless of source, in whole or from time to time in part. The terms of redemption shall be par, plus accrued interest to date of call. Thirty days' notice of redemption shall be given to the registered owner of the Note. Failure to give such notice by mail to any registered owner of the Notes or any defect therein shall not affect the validity of any proceedings for the redemption of the Notes. All notes or portions thereof called for redemption will cease to bear interest after the specified redemption date, provided funds for their redemption are on deposit at the place of payment. Ownership of this Note may be transferred only by transfer upon the books kept for such purpose by the Secretary of the Board of Trustees, the Registrar. Such transfer on the books shall occur only upon presentation and surrender of this Note at the office of the Registrar, together with an assignment duly executed by the owner hereof or his duly authorized attorney in the form as shall be satisfactory to the Registrar. Issuer reserves the right to substitute the Registrar and Paying Agent but shall, however, promptly give notice to registered noteholders of such change. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code and subject to the provisions for registration and transfer contained in the Note Resolution. This Note and the series of which it forms a part, other Notes ranking on a parity therewith, and any additional Notes which may be hereafter issued and outstanding from time to time on a parity with the Notes, as provided in the Note Resolution of which notice is hereby given and is hereby made a part hereof, are payable both as to principal and interest solely from the Project Fund as provided in the Note Resolution. And it is hereby represented and certified that all acts, conditions and things requisite, according to the laws and constitution of the State of Iowa, to exist, to be had, to be done, or to be performed precedent to the lawful issue of this Note, have been existent, had, done and performed as required by law. IN TESTIMONY WHEREOF, the City by its Board of Trustees of the Municipal Communications Utility has caused this Note to be signed by the manual or facsimile signature of its Chairperson and attested by the manual or facsimile signature of its Secretary, with the seal of the Board printed or impressed hereon, and authenticated by the manual signature of an officer of the Registrar, the Secretary of the Board of Trustees of the Municipal Communications Utility of the City of Waterloo, Iowa. Date of authentication: , 2025 CITY OF WATERLOO, STATE OF IOWA, BY AND THROUGH THE BOARD OF TRUSTEES OF This is one of the Notes described in the within THE WATERLOO MUNICIIAL mentioned Resolution, as by registered the COMMUNICATIONS UTILITY g Secretary of the Board of Trustees. SECRETARY OF THE BOARD OF TRUSTEES, Registrar By: Authorized Signature Registrar and Transfer Agent: Secretary of the Board of Trustees Paying Agent: Secretary of the Board of Trustees By: Chairperson of th&,Bow. of Trustees ATTEST: By: I RECORD OF ADVANCES dthe oard of Trustees (SEAL) Amount Date Amount Date 1 $ 6 $ 2 $ 7 $ 3 $ 8 $ 4 $ 9 $ 5 $ 10 $ ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto (Social Security or Tax Identification No. ) the within Note and does hereby irrevocably constitute and appoint attorney in fact to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated: (Person(s) executing this Assignment sign(s) here) SIGNATURE ) GUARANTEED ) IMPORTANT - READ CAREFULLY The signature(s) to this Power must correspond with the name(s) as written upon the face of the Certificate(s) or Note(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Registrar and Transfer Agent. Such standards and procedures may require signature to be guaranteed by certain eligible guarantor institutions that participate in a recognized signature guarantee program. INFORMATION REQUIRED FOR REGISTRATION OF TRANSFER Name of Transferee(s) Address of Transferee(s) Social Security or Tax Identification Number of Transferee(s) Transferee is a(n): Individual* Corporation Partnership Trust *If the Note is to be registered in the names of multiple individual owners, the names of all such owners and one address and social security number must be provided. The following abbreviations, when used in the inscription on the face of this Note, shall be construed as though written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with rights of survivorship and not as tenants in common IA UNIF TRANS MIN ACT - Custodian (Cust) (Minor) Under Iowa Uniform Transfers to Minors Act (State) 4916-0468-0064-2\24268-003