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HomeMy WebLinkAboutNotice and Call of Public Meeting (This Notice to be posted) NOTICE AND CALL OF PUBLIC MEETING Governmental Body: The Board of Trustees of the Municipal Communications Utility of the City of Waterloo, State of Iowa Date of Meeting: December 22, 2025 Time of Meeting: `0'.b 0 o'clock .M. Place of Meeting: Harold E. Getty Council Chambers, 715 Mulberry Street, Waterloo, Iowa PUBLIC NOTICE IS HEREBY GIVEN that the above mentioned governmental body will meet at the date,time and place above set out. The tentative agenda for the meeting is as follows: $60,000,000 Communications Utility Revenue Capital Loan Notes, Series 2025. • Approval of Tax Exemption Certificate. • Resolution approving and authorizing a form of Loan Agreement and a form of Continuing Covenant Agreement and authorizing and providing for the issuance of Capital Loan Notes and providing for a method of payment of the Notes. Such additional matters as are set forth on the additional page(s) attached hereto. (number) This notice is given at the direction of the Chairperson pursuant to Chapter 21, Code of Iowa, and the local rules of the governmental body. 1'4 jY1LL Secretary of e Board of Trustees of the Municipal Communications Utility, of the City of Waterloo, State of Iowa December 22, 2025 The Board of Trustees of the Municipal Communications Utility of City of Waterloo, State of Iowa, met ink session, in the Harold E. Getty Council Chambers, 715 Mulberry Street, Waterloo), Iowa, at 10.ob o'clock Pr .M., on the above date. There were present Chairperson v cu.\ sec - , in the chair, and the following named Board Members: tk-A \ecA ) truck . k. curvsi NI0 Absent: ]Ge'ZOmof\ O f A V\\ \ o..Ac * * * * * * * - 1 - Board Member 70 k-1,C1( moved that the form of Tax Exemption Certificate be placed on file and approved. Board Member \ko(.krtba,* seconded the motion and the roll being called thereon,the vote was as follows: AYES: J &. \Pc-V) bc‘C a$,c1 16tk11c NAYS: 9 `o�C, Board Member 1 p L .nr1 introduced the following Resolution entitled "A RESOLUTION APPROVING ANC)AUTHORIZING A FORM OF LOAN AGREEMENT AND A FORM OF CONTINUING COVENANT AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $60,000,000 COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2025, OF THE BOARD OF TRUSTEES OF THE MUNICIPAL COMMUNICATIONS UTILITY OF THE CITY OF WATERLOO, STATE OF IOWA, UNDER THE PROVISIONS OF THE CITY CODE OF IOWA,AND PROVIDING FOR A METHOD OF PAYMENT OF THE NOTES", and moved its adoption. Board Member Ku r bark seconded the motion to adopt. The roll was called and the vote was: AYES: V(p(1 ) k‘){ nba_ch o.rldi `1 :ar,n NAYS: N � I�Z� Whereupon the Chairperson declared the following Resolution duly adopted: - 2 - �P_So\v-A-ton 140 - Zc Z� — 0 c1 A RESOLUTION APPROVING AND AUTHORIZING A FORM OF LOAN AGREEMENT AND A FORM OF CONTINUING COVENANT AGREEMENT AND AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SECURING THE PAYMENT OF $60,000,000 COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2025, OF THE BOARD OF TRUSTEES OF THE MUNICIPAL COMMUNICATIONS UTILITY OF THE CITY OF WATERLOO, STATE OF IOWA, UNDER THE PROVISIONS OF THE CITY CODE OF IOWA,AND PROVIDING FOR A METHOD OF PAYMENT OF THE NOTES WHEREAS,the City of Waterloo,by and through its Board of Trustees of the Municipal Communications Utility, State of Iowa, sometimes hereinafter referred to as the "Issuer", has heretofore established charges, rates and rentals for services which are and will continue to be collected as system revenues of the Municipal Communications Utility, sometimes hereinafter referred to as the "System", and the revenues have not been pledged and are available for the payment and security of$60,000,000 Communications Utility Revenue Capital Loan Notes, Series 2025, subject to the following premises; and WHEREAS,the Board of Trustees of the Municipal Communications Utility is the governing body of the Municipal Communications Utility and has authority under Sections 384.24A and 384.83 and Chapter 388 of the City Code of Iowa to adopt this Resolution approving the issuance of the Notes; and WHEREAS, Issuer proposes to issue its $60,000,000 Communications Utility Revenue Capital Loan Notes, Series 2025,to the extent of$60,000,000, for the purpose of defraying the costs of the project as set forth in Section 3 of this Resolution; and, it is deemed necessary and advisable and in the best interests of the City that a form of Loan Agreement and a form of Continuing Covenant Agreement be approved and authorized; and WHEREAS,the notice of intention of Issuer to take action for the issuance of $60,000,000 Communications Utility Revenue Capital Loan Notes, Series 2025, has heretofore been duly published and no objections to such proposed action have been filed: NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE MUNICIPAL COMMUNICATIONS UTILITY OF THE CITY OF WATERLOO, IN THE COUNTY OF BLACK HAWK, STATE OF IOWA: Section 1. Definitions. The following terms shall have the following meanings in this Resolution unless the text expressly or by necessary implication requires otherwise: • "Additional Obligations" shall mean any communications utility revenue notes or bonds issued on a parity with the Notes in accordance with the provisions of this Resolution. - 3 - • "Capitalized Interest Fund" shall mean the fund required to be established by this Resolution for the deposit of the portion of the proceeds of the Notes to be used for the payment of capitalized interest. • "Continuing Covenant Agreement" shall mean the Continuing Covenant Agreement between the Issuer and Lender in substantially the form attached to and approved by this Resolution. • "Determination of Taxability"means and shall be deemed to have occurred on the first to occur of the following: (i) on the date when the Issuer files any statement,supplemental statement or other tax schedule, return or document which discloses that an Event of Taxability shall have in fact occurred; (ii) on the date when the Noteholder or any former Noteholder notifies the Issuer that it has received a written opinion by a nationally recognized firm of attorneys of substantial expertise on the subject of tax-exempt municipal finance to the effect that an Event of Taxability shall have occurred unless, within two hundred seventy (270) days after receipt by the Issuer of such notification from the Noteholder or any former Noteholder,the Issuer shall deliver to the Noteholder and any former Noteholder a written opinion by a nationally recognized firm of attorneys of substantial expertise on the subject of tax exempt municipal finance to the effect that an Event of Taxability shall not have occurred, or a ruling or determination letter issued to or on behalf of the Issuer by the Commissioner of the Internal Revenue Service or the Director of Tax-Exempt Bonds of the Tax-Exempt and Government Entities Division of the Internal Revenue Service(or any other government official exercising the same or a substantially similar function from time to time) to the effect that, after taking into consideration such facts as form the basis for the opinion that an Event of Taxability has occurred, an Event of Taxability shall not have occurred; (iii) on the date when the Issuer shall be advised in writing by the Commissioner of the Internal Revenue Service or the Director of Tax-Exempt Bonds of the Tax-Exempt and Government Entities Division of the Internal Revenue Service(or any other government official exercising the same or a substantially similar function from time to time, including an employee subordinate to one of these officers who has been authorized to provide such advice)that,based upon filings of the Issuer,or upon any review or audit of the Issuer or upon any other ground whatsoever, an Event of Taxability shall have occurred; or (iv) on the date when the Issuer shall receive notice from the Noteholder or any former Noteholder that the Internal Revenue Service(or any other government official or agency exercising the same or a substantially similar function from time to time) has assessed as includable in the gross income of such Noteholder or such former Noteholder the interest on the Notes due to the occurrence of an Event of Taxability; provided, however, no Determination of Taxability shall occur under subparagraph(iii)or(iv) hereunder unless the Issuer has been afforded the opportunity,at its expense,to contest any such -4 - assessment,and,further,no Determination of Taxability shall occur until such contest, if made, has been finally determined;provided further, however, that upon demand from the Noteholder or former Noteholder,the Issuer shall promptly reimburse such Noteholder or former Noteholder for any payments,including any taxes,interest,penalties or other charges,such Noteholder(or former Noteholder)shall be obligated to make as a result of the Determination of Taxability. • "Event of Taxability"means a(i)change in law or fact or the interpretation thereof,or the occurrence or existence of any fact,event or circumstance(including,without limitation,the taking of any action by the Issuer,or the failure to take any action by the Issuer,or the making by the Issuer of any misrepresentation herein or in any certificate required to be given in connection with the issuance,sale or delivery of the Notes)which has the effect of causing interest paid or payable on the Notes to become includable,in whole or in part, in the gross income of the Noteholder or any former Noteholder for federal income tax purposes or(ii)the entry of any decree or judgment by a court of competent jurisdiction, or the taking of any official action by the Internal Revenue Service or the Department of the Treasury,which decree,judgment or action shall be final under applicable procedural law,in either case,which has the effect of causing interest paid or payable on the Notes to become includable,in whole or in part, in the gross income of the Noteholder or any former Noteholder for federal income tax purposes with respect to the Notes. • "Fiscal Year" shall mean the twelve-month period beginning on January 1 of each year and ending on the last day of December of the same year, or any other consecutive twelve-month period adopted by the Governing Body or by law as the official accounting period of the System. Requirements of a Fiscal Year as expressed in this Resolution shall exclude any payment of principal or interest falling due on the first day of the Fiscal Year and include any payment of principal or interest falling due on the first day of the succeeding Fiscal Year. • "Governing Body" shall mean the Board of Trustees of the Municipal Communications Utility of the City of Waterloo, State of Iowa, or its successor in function with respect to the operation and control of the System. • "Independent Auditor" shall mean an independent firm of Certified Public Accountants or the Auditor of State. • "Interest Payment Date" shall mean the 1st day of June and December each year until maturity, beginning June 1,2026. • "Issuer" and "City" shall mean the City of Waterloo, by and through its Board of Trustees of the Municipal Communications Utility, State of Iowa. • "Lender" shall mean Western Alliance Business Trust, a Delaware statutory trust, and a wholly owned affiliate of Western Alliance Bank. • "Loan Agreement" shall mean a Loan Agreement between the Issuer and Lender in substantially the form attached to and approved by this Resolution. • "Mandatory Tender Date" shall mean December 1,2028. - 5 - • "Maturity Date" shall mean December 1,2030. • "Maximum Federal Corporate Tax Rate"means the maximum rate of income taxation imposed on corporations pursuant to Section 11(b)of the Code, as in effect from time to time or, if as a result of a change in the Code the rate of income taxation imposed on corporations generally shall not be applicable to the Original Purchaser,the maximum statutory rate of federal income taxation which could apply to the Original Purchaser. As of the date hereof,the Maximum Federal Corporate Tax Rate is 21%. • "Municipal Communications Utility" shall mean the municipal communications utility of the City of Waterloo, State of Iowa, also known as Waterloo Fiber. • "Net Revenues" shall mean gross earnings of the System after deduction of current expenses; "Current Expenses" shall mean and include the reasonable and necessary cost of operating, maintaining, repairing and insuring the System, including purchases at wholesale, if any, salaries,wages, and costs of materials and supplies but excluding depreciation and principal of and interest on the Notes and any Parity Obligations or payments to the various funds established herein; capital costs, depreciation and interest or principal payments are not System expenses. • "Noteholder" shall mean the Original Purchaser and any subsequent purchaser of the Notes. • "Notes" shall mean $60,000,000 Communications Utility Revenue Capital Loan Notes, Series 2025, authorized to be issued by this Resolution. • "Original Purchaser" shall mean the purchaser of the Notes from Issuer at the time of their original issuance. • "Parity Obligations" shall mean communications utility revenue notes,bonds or other obligations payable solely from the Net Revenues of the System on an equal basis with the Notes herein authorized to be issued, and shall include Additional Obligations as authorized to be issued under the terms of this Resolution. • "Paying Agent" shall mean the Secretary of the Board of Trustees of the Municipal Communications Utility, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein as Issuer's agent to provide for the payment of principal of and interest on the Notes as the same shall become due. • "Permitted Investments" shall mean any investments permitted in Iowa Code chapter 12B or section 12C.9. All interim investments must mature before the date on which the moneys are required for payment of principal and interest on the Notes or project costs. - 6 - • "Project" shall mean the acquisition, construction, improving, equipping and designing of all or part of the Municipal Communications Utility, including the acquisition, installation and construction of a fiber-to-the-premise communications system and related infrastructure, equipment and facilities, including conduit, fiber, vaults, pedestals, fiber management frame, FDH and splitter cabinets, multiport service terminals, handholes, splice cases, customer premise electronics,customer connections to fiber system infrastructure,the acquisition of vehicles,trucks and construction and maintenance equipment,the construction of a new communications building or the acquisition,reconstruction and remodeling of a communications building, the furnishing and equipping thereof, computer system hardware and software, billing system, related site improvements including parking, and other miscellaneous improvements, extensions and equipment purchases to benefit the Utility. • "Project Fund" shall mean the fund required to be established by this Resolution for the deposit of the portion of the proceeds of the Notes not deposited in the Capitalized Interest Fund. • "Registrar" shall mean the Secretary of the Board of Trustees of the Municipal Communications Utility, Waterloo, Iowa, or such successor as may be approved by Issuer as provided herein and who shall carry out the duties prescribed herein with respect to maintaining a register of the owners of the Notes. Unless otherwise specified,the Registrar shall also act as Transfer Agent for the Notes. • "Resolution" shall mean this resolution authorizing the issuance of the Notes. • "Secretary" shall mean the Secretary of the Board of Trustees of the Municipal Communications Utility, or such other officer of the successor Governing Body as shall be charged with substantially the same duties and responsibilities. • "System" shall mean the Municipal Communications Utility of the Issuer and all properties of every nature hereinafter owned by the Issuer comprising part of or used as a part of the System, including all improvements and extensions made by Issuer while any of the Notes or Parity Obligations remain outstanding; all real and personal property; and all appurtenances,contracts, leases,franchises and other intangibles. • "Tax Exemption Certificate" shall mean the Tax Exemption Certificate executed by the Treasurer and delivered at the time of issuance and delivery of the Notes. • "Taxable Date" means the date on which interest on the Notes is first includable in gross income of a purchaser of the Notes (including,without limitation,the Original Purchaser)thereof as a result of a Determination of Taxability. • "Taxable Rate"means,for each day, a rate of interest per annum equal to the product of (i)the interest rate on the Notes for such day and(ii)the applicable Taxable Rate Factor. - 7 - • "Taxable Rate Factor" means, for each day that the Taxable Rate is determined, the quotient of(i)one divided by(ii)one minus the Maximum Federal Corporate Tax Rate in effect as of such day. • "Treasurer" shall mean the Treasurer of the Board of Trustees or such other officer as shall succeed to the same duties and responsibilities with respect to the recording and payment of the Notes issued hereunder. • "Yield Restricted" shall mean required to be invested at a yield that is not materially higher than the yield on the Notes under section 148 (a) of the Internal Revenue Code or regulations issued thereunder. Section 2. Authority. The Loan Agreement and the Notes authorized by this Resolution shall be issued pursuant to Sections 384.24A and 384.83, of the City Code of Iowa, and in compliance with all applicable provisions of the Constitution and laws of the State of Iowa. The Loan Agreement shall be substantially in the form attached to this Resolution and is authorized to be executed and issued on behalf of the Issuer by the Chairperson and attested by the Secretary of the Board of Trustees. The Continuing Covenant Agreement shall be substantially in the form attached to this Resolution and is authorized to be executed and issued on behalf of the Issuer by the Chairperson and attested by the Secretary of the Board of Trustees. Any inconsistencies between the terms of this Resolution or the Loan Agreement and the Continuing Covenant Agreement shall be controlled by the terms of this Resolution and the Loan Agreement. The Chairperson and Secretary are authorized and directed to execute, attest, seal and deliver for and on behalf of the Issuer any other additional certificates, documents, or other papers and perform all other acts, including without limitation the execution of all closing documents, as they may deem necessary or appropriate in order to implement and carry out the intent and purposes of this Resolution Section 3. Authorization and Purpose. There are hereby authorized to be issued, negotiable, serial, fully registered Communications Utility Revenue Capital Loan Notes of the City of Waterloo, in the County of Black Hawk, State of Iowa, in the aggregate amount of $60,000,000, for the purpose of paying costs of acquisition, construction, improving, equipping and designing of all or part of the Municipal Communications Utility, including the acquisition, installation and construction of a fiber-to-the-premise communications system and related infrastructure, equipment and facilities, including conduit, fiber,vaults,pedestals, fiber management frame, FDH and splitter cabinets, multiport service terminals, handholes, splice cases, customer premise electronics, customer connections to fiber system infrastructure, the acquisition of vehicles,trucks and construction and maintenance equipment,the construction of a new communications building or the acquisition,reconstruction and remodeling of a communications building, the furnishing and equipping thereof, computer system hardware and software, billing system, related site improvements including parking, and other miscellaneous improvements, extensions and equipment purchases to benefit the Municipal Communications Utility. - 8 - Section 4. Source of Payment and Pledge. The Notes herein authorized and Parity Obligations,the interest thereon, and any other amounts due and payable under the Loan Agreement and the Continuing Covenant Agreement shall be payable solely and only out of the Net Revenues, and for the purpose of providing funds to make such payments,there is hereby pledged a first lien on the future Net Revenues of the System. The Notes shall not be general obligations of the Issuer nor shall they be payable in any manner by taxation and the Issuer shall be in no manner liable by reason of the failure of the Net Revenues to be sufficient for the payment of the Notes. Section 5. Note Details. Communications Utility Revenue Capital Loan Notes, Series 2025, of the City in the amount of$60,000,000, shall be issued to evidence the obligations of the Issuer under the Loan Agreement and Continuing Covenant Agreement pursuant to the provisions of Sections 384.24A and 384.83 of the City Code of Iowa for the aforesaid purpose. The Notes shall be designated$60,000,000 COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTES, SERIES 2025", be dated December 30, 2025, and bear interest from the date thereof, until payment thereof, at the office of the Paying Agent, such interest payable on each Interest Payment Date until maturity at the rates hereinafter provided. The Notes shall be executed by the manual or facsimile signature of the Chairperson and attested by the manual or facsimile signature of the Secretary of the Board of Trustees, and impressed or printed with the seal of the Board and shall be fully registered as to both principal and interest as provided in this Resolution; principal, interest and premium, if any, shall be payable at the office of the Paying Agent by mailing of a check to the registered owner of the Note;provided, however,that principal, interest and premium, if any,payable to the Original Purchaser on the Notes shall be paid in accordance with the wire transfer instructions provided by the Original Purchaser of such Notes, or as mutually agreed by the Issuer and the Original Purchaser,without presentment, and at the Original Purchaser's risk and expense. The Notes shall be in the denomination of$100,000 or any incremental amount in excess thereof, and shall be issued as a single Note in the aggregate amount of$60,000,000. The Notes shall mature and bear interest as follows: - 9 - Principal Interest Maturity Amount Rate December 1st $60,000,000 5.15% 2030* * Final maturity Interest on Notes shall be computed upon the basis of a 360-day year, consisting of twelve 30-day months. Notwithstanding anything to the contrary herein, (i) from and after any Taxable Date,the interest rate on the Notes shall be established at a rate equal to the Taxable Rate; and(ii)upon the occurrence and continuation of any Event of Default(as defined in the Continuing Covenant Agreement), from and after the effective date of such Event of Default,the interest rate on the Notes shall be established at a rate equal to the Default Rate(as defined in the Continuing Covenant Agreement). In the event that a Taxable Date and an Event of Default have occurred, the interest rate on the Notes shall be established at a rate equal to the greatest of(A)the Default Rate, (B) the Taxable Rate,and (C)the interest rate that otherwise would be applicable to the Notes but for the provisions of this paragraph. Section 6. Redemption. The Notes may be called for redemption by the Issuer and paid before maturity on any date on or after December 1,2026, from any funds regardless of source, in whole or, from time to time with the prior written consent of the Lender, in part, on any Interest Payment Date on or after December 1, 2026. The terms of redemption shall be par,plus accrued interest to date of call,plus the applicable premium as set forth below: Prepayment Date Premium 12/1/26 2% 6/1/27 1% 12/1/27&thereafter 0% Thirty days'written 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. Section 7. Mandatory Tender. The Notes shall be subject to mandatory tender for purchase at par plus accrued interest(the "Mandatory Tender Purchase Price") on the Mandatory Tender Date. On the Mandatory Tender Date, the Issuer may cause the Notes to be remarketed to the Lender or new investors. The Mandatory Tender Purchase Price shall be due on the Mandatory Tender Date; provided that so long as (i)no Default or Event of Default(each as defined in the Continuing Covenant Agreement)has occurred and is continuing, and (ii) the representations and warranties of the Issuer in the Continuing Covenant Agreement are true and correct, in each case, as of the Mandatory Tender Date (except the extent that any such - 10 - representations and warranties expressly relate to an earlier date),then the Mandatory Tender Purchase Price shall not be due and the interest rate applicable to the Loan shall automatically increase by fifty basis points (0.50%)effective as of the day immediately following the Mandatory Tender Date, and shall remain in effect until the Loan is refinanced or repaid in full or until the Maturity Date,whichever occurs first. Section 8. Registration of Notes; Appointment of Registrar; Transfer; Ownership; Delivery; and Cancellation. (a) Registration. The ownership of Notes may be transferred only by the making of an entry upon the books kept for the registration and transfer of ownership of the Notes, and in no other way. The Secretary of the Board of Trustees is hereby appointed as Note Registrar under the terms of this Resolution. Registrar shall maintain the books of the Issuer for the registration of ownership of the Notes for the payment of principal of and interest on the Notes as provided in this Resolution. All Notes shall be negotiable as provided in Article 8 of the Uniform Commercial Code subject to the provisions for registration and transfer contained in the Notes and in this Resolution. (b) Transfer. The ownership of any Note may be transferred only upon the Registration Books kept for the registration and transfer of Notes and only upon surrender thereof at the office of the Registrar together with an assignment duly executed by the holder or his duly authorized attorney in fact in such form as shall be satisfactory to the Registrar, along with the address and social security number or federal employer identification number of such transferee (or, if registration is to be made in the name of multiple individuals, of all such transferees). In the event that the address of the registered owner of a Note(other than a registered owner which is the nominee of the broker or dealer in question) is that of a broker or dealer,there must be disclosed on the Registration Books the information pertaining to the registered owner required above. Upon the transfer of any such Note, a new fully registered Note, of any denomination or denominations permitted by this Resolution in aggregate principal amount equal to the unmatured and unredeemed principal amount of such transferred fully registered Note, and bearing interest at the same rate and maturing on the same date or dates shall be delivered by the Registrar. (c) Registration of Transferred Notes. In all cases of the transfer of the Notes, the Registrar shall register, at the earliest practicable time, on the Registration Books,the Notes, in accordance with the provisions of this Resolution. (d) Ownership. As to any Note,the person in whose name the ownership of the same shall be registered on the Registration Books of the Registrar shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal of any such Notes and the premium, if any, and interest thereon shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note, including the interest thereon,to the extent of the sum or sums so paid. - 11 - (e) Cancellation. All Notes which have been redeemed shall not be reissued but shall be cancelled by the Registrar. All Notes which are cancelled by the Registrar shall be destroyed and a Certificate of the destruction thereof shall be furnished promptly to the Issuer;provided that if the Issuer shall so direct,the Registrar shall forward the cancelled Notes to the Issuer. (f) Non-Presentment of Notes. In the event any payment check, wire, or electronic transfer of funds representing payment of principal of or interest on the Notes is returned to the Paying Agent or if any note is not presented for payment of principal at the maturity or redemption date, if funds sufficient to pay such principal of or interest on Notes shall have been made available to the Paying Agent for the benefit of the owner thereof, all liability of the Issuer to the owner thereof for such interest or payment of such Notes shall forthwith cease,terminate and be completely discharged, and thereupon it shall be the duty of the Paying Agent to hold such funds, without liability for interest thereon, for the benefit of the owner of such Notes who shall thereafter be restricted exclusively to such funds for any claim of whatever nature on his part under this Resolution or on, or with respect to, such interest or Notes. The Paying Agent's obligation to hold such funds shall continue for a period equal to two years and six months following the date on which such interest or principal became due, whether at maturity, or at the date fixed for redemption thereof, or otherwise, at which time the Paying Agent shall surrender any remaining funds so held to the Issuer,whereupon any claim under this Resolution by the Owners of such interest or Notes of whatever nature shall be made upon the Issuer. (g) Registration and Transfer Fees. The Registrar may furnish to each owner, at the Issuer's expense, one note for each annual maturity. The Registrar shall furnish additional Notes in lesser denominations (but not less than the minimum denomination) to an owner who so requests. Section 9. Reissuance of Mutilated, Destroyed, Stolen or Lost Notes. In case any outstanding Note shall become mutilated or be destroyed, stolen or lost,the Issuer shall at the request of Registrar authenticate'and deliver a new Note of like tenor and amount as the Note so mutilated, destroyed, stolen or lost, in exchange and substitution for such mutilated Note to Registrar,upon surrender of such mutilated Note, or in lieu of and substitution for the Note destroyed, stolen or lost, upon filing with the Registrar evidence satisfactory to the Registrar and Issuer that such Note has been destroyed, stolen or lost and proof of ownership thereof, and upon furnishing the Registrar and Issuer with satisfactory indemnity and complying with such other reasonable regulations as the Issuer or its agent may prescribe and paying such expenses as the Issuer may incur in connection therewith. Section 10. Record Date. Payments of principal and interest, otherwise than upon full redemption, made in respect of any Notes, shall be made to the registered holder thereof or to their designated Agent as the same appear on the books of the Registrar on the 15th day of the month preceding the payment date. All such payments shall fully discharge the obligations of the Issuer in respect of such Notes to the extent of the payments so made. Payment of principal shall only be made upon surrender of the Notes to the Paying Agent. - 12 - Section 11. Execution, Authentication and Delivery of the Notes. Upon the adoption of this Resolution,the Chairperson and Secretary shall execute and deliver the Notes to the Registrar,who shall authenticate the Notes and deliver the same to or upon order of the Original Purchaser. No Note shall be valid or obligatory for any purpose or shall be entitled to any right or benefit hereunder unless the Registrar shall duly endorse and execute on such Note a Certificate of Authentication substantially in the form of the Certificate herein set forth. Such Certificate upon any Note executed on behalf of the Issuer shall be conclusive evidence that the Note so authenticated has been duly issued under this Resolution and that the holder thereof is entitled to the benefits of this Resolution. Section 12. Right to Name Substitute Paying Agent or Registrar. Issuer reserves the right to name a substitute, successor Registrar or Paying Agent upon giving prompt written notice to each registered Noteholder. - 13 - Section 13. Form of Note. Notes shall be printed in substantial compliance with standards proposed by the American Standards Institute substantially in the form as follows: (6) (6) (7) (8) (1) (2) (3) (4) (5) (9) (9a) (10) (Continued on the back of this Note) (11)(12)(13) (14) (15) FIGURE 1 (Front) - 14 - (10) (16) (Continued) FIGURE 2 (Back) - 15 - The text of the Notes to be located thereon at the item numbers shown shall be as follows: Item 1, figure 1= "STATE OF IOWA" "COUNTY OF BLACK HAWK" "CITY OF WATERLOO" " MUNICIPAL COMMUNICATIONS UTILITY" "COMMUNICATIONS UTILITY REVENUE CAPITAL LOAN NOTE" "SERIES 2025" Item 2, figure 1 = Rate: 5.15% Item 3, figure 1 = Maturity: December 1, 2030 Item 4, figure 1 = Note Date: December 30, 2025 Item 5, figure 1 = CUSIP No.:N/A Item 6, figure 1 = "Registered" Item 7, figure 1 = Note No. 1 Item 8, figure 1 = Principal Amount: $60,000,000 Item 9, figure 1= The City of Waterloo, by and through its Board of Trustees of the Municipal Communications Utility, State of Iowa, a municipal corporation 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 Item 9A, figure 1 = (Registration panel to be completed by Registrar or Printer with name of Registered Owner). Item 10, figure 1 = or registered assigns,the principal sum of SIXTY MILLION DOLLARS 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, with interest on such sum from the date hereof until paid at the rate per annum specified above (as such rate may be adjusted pursuant to the terms of that certain Resolution Approving and Authorizing a Form of Loan Agreement and Continuing Covenant Agreement and Authorizing and Providing for the Issuance and Securing the Payment of the Notes, of the Issuer, Under the Provisions of the City Code of Iowa, and Providing for a Method of Payment of the Notes, dated December 22, 2025 (the "Resolution")),payable on June 1,2026, and semiannually thereafter on the 1st day of June and December in each year. 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. This Note is issued pursuant to the provisions of Sections 384.24A and 384.83 of the City Code of Iowa, for the purpose of paying costs of acquisition, construction, improving, equipping - 16 - and designing of all or part of the Municipal Communications Utility, including the acquisition, installation and construction of a fiber-to-the-premise communications system and related infrastructure, equipment and facilities, including conduit, fiber, vaults,pedestals, fiber management frame, FDH and splitter cabinets, multiport service terminals, handholes, splice cases, customer premise electronics, customer connections to fiber system infrastructure,the acquisition of vehicles,trucks and construction and maintenance equipment,the construction of a new communications building or the acquisition,reconstruction and remodeling of a communications building, the furnishing and equipping thereof, computer system hardware and software,billing system,related site improvements including parking, and other miscellaneous improvements,extensions and equipment purchases to benefit the Utility, and in order to evidence the obligations of the Issuer under a certain Loan Agreement and a certain Continuing Covenant Agreement dated December 30, 2025 between the Issuer and Western Alliance Business Trust, in conformity to the Resolution of the Board of Trustees duly passed and approved. 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 additional Notes or Bonds of equal standing may be issued, and the general covenants and provisions pursuant to which this Note is issued,reference is made to the above described Loan Agreement, Continuing Covenant Agreement and Resolution. The Notes may be called for redemption by the Issuer and paid before maturity on any date on or after December 1,2026, from any funds regardless of source, in whole or, from time to time with the prior written consent of the Lender, in part, on any Interest Payment Date on or after December 1, 2026. The terms of redemption shall be par, plus accrued interest to date of call,plus the applicable premium as set forth below: Prepayment Date Premium 12/1/26 2% 6/1/27 1% 12/1/27&thereafter 0% Thirty days'written 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 as designated below,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. - 17 - This Note and the series of which it forms a part and any Additional Obligations which may be hereafter issued and outstanding from time to time on a parity with the Notes, as provided in the Resolution and Loan Agreement of which notice is hereby given and which are hereby made a part hereof, are payable from and secured by a pledge of the Net Revenues of the System, as each is defined and provided in the Resolution. There has heretofore been established and the City covenants and agrees that it will maintain just and equitable rates or charges for the use of and service rendered by the System in each year for the payment of the proper and reasonable expenses of operation and maintenance of the System and for the establishment of a sufficient sinking fund to meet the principal of and interest on this series of Notes, and other Additional Obligations (as defined in the Resolution) ranking on a parity therewith, as the same become due. This Note is not payable in any manner by taxation and under no circumstances shall the City be in any manner liable by reason of the failure of the Net Revenues to be sufficient for the payment hereof. 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 of Waterloo, by and through 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 authorized representative of the Registrar, the Secretary of the Board of Trustees of the Municipal Communications Utility, Waterloo, Iowa. Item 11, figure 1 = Date of Authentication: Item 12, figure 1 = This is one of the Notes described in the within mentioned Resolution, as registered by the Secretary of the Board of Trustees SECRETARY OF THE BOARD OF TRUSTEES,Registrar By: Authorized Signature Item 13, figure 1 = Registrar and Transfer Agent: Secretary of the Board of Trustees Paying Agent: Secretary of the Board of Trustees SEE REVERSE FOR CERTAIN DEFINITIONS Item 14, figure 1 = (Seal) Item 15, figure 1 = (Signature Block) - 18 - CITY OF WATERLOO, BY AND THROUGH ITS BOARD OF TRUSTEES OF THE MUNICIPAL COMMUNICATIONS UTILITY, STATE OF IOWA By: (manual or facsimile signature) Chairperson of the Board of Trustees ATTEST: By: (manual or facsimile signature) Secretary of the Board of Trustees Item 17, figure 1 = (Assignment Block) (Information Required for Registration) 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 this day of (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. - 19 - 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) ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST Section 14. Equality of Lien. The timely payment of principal of and interest on the Notes and Parity Obligations shall be secured equally and ratably by the Net Revenues of the System without priority by reason of number or time of sale or delivery; and the Net Revenues of the System are hereby irrevocably pledged to the timely payment of both principal and interest as the same become due. Section 15. Application of Note Proceeds—Project Fund. Proceeds of the Notes shall be applied as follows: • An amount equal to accrued interest shall be deposited in the Sinking Fund for application to the first payment of interest on the Notes. • $9,021,083.33 of the proceeds of the Notes shall be deposited into the Capitalized Interest Fund of the Issuer to be applied toward interest on the Notes on each Interest Payment Date through and including December 1, 2028. • The balance of the proceeds shall be deposited to the Project Fund and expended therefrom for the purposes of issuance. -20 - The Project Fund and the Capitalized Interest Fund shall be invested in accordance with Section 18 of this Resolution. Earnings on investments of the Project Fund shall be deposited in and expended from the Project Fund. Any amounts on hand in the Project Fund shall be available for the payment of the principal of or interest on the Notes at any time that other funds of the System shall be insufficient to the purpose, in which event such funds shall be repaid to the Project Fund at the earliest opportunity. Any balance on hand in the Project Fund and not immediately required for its purposes may be invested not inconsistent with limitations provided by law,the Internal Revenue Code and this Resolution. Section 16. User Rates. There has heretofore been established and published as required by law,just and equitable rates or charges for the use of the service rendered by the System. The rates or charges shall be paid by the owner of each and every lot,parcel of real estate, or building that is connected with and uses the System, by or through any part of the System or that in any way uses or is served by the System. So long as the Notes are outstanding and unpaid the rates or charges to consumers of services of the System shall be sufficient in each year for the payment of the proper and reasonable expenses of operation and maintenance of the System and for the payment of principal and interest on the Notes and Parity Obligations as the same fall due. For purposes of this paragraph,the sufficiency of rates and charges shall take into consideration other applicable money sources, including permanent financing or other refinancing obligations issued or to be issued to pay principal of the Notes and any Parity Obligations at maturity or redemption prior thereto. Any revenues paid and collected for the use of the System and its services by the Issuer or any department, agency or instrumentality of the Issuer shall be used and accounted for in the same manner as any other revenues derived from the operations of the System. Section 17. Application of Revenues. From and after the delivery of any Notes, and as long as any of the Notes or Parity Obligations shall be outstanding and unpaid either as to principal or as to interest, or until all of the Notes and Parity Obligations then outstanding shall have been discharged and satisfied in the manner provided in this Resolution,the entire income and revenues of the System shall be deposited as collected in a fund to be known as the Communications Utility Revenue Fund(the "Revenue Fund"), and shall be disbursed only as follows: (a) Operation and Maintenance Fund. Money in the Revenue Fund shall first be disbursed to make deposits into a separate and special fund to pay current expenses. The fund shall be known as the Communications Utility Revenue Operation and Maintenance Fund(the "Operation and Maintenance Fund"). There shall be deposited in the Operation and Maintenance Fund each month an amount sufficient to meet the current expenses of the month plus an amount equal to 1/12th of expenses payable on an annual basis such as insurance. After the first day of the month,further deposits may be made to this account from the Revenue Fund to the extent necessary to pay current expenses accrued and payable to the extent that funds are not available in the Surplus Fund. -21 - (b) Sinking Fund. Money in the Revenue Fund shall next be disbursed to make deposits into a separate and special fund to pay the principal and interest requirements of the Fiscal Year on the Notes and Parity Obligations. The fund shall be known as the Communications Utility Revenue Note and Interest Sinking Fund(the "Sinking Fund"). The required amount to be deposited in the Sinking Fund in any month shall be the equal monthly amount necessary to pay in full the installment of interest coming due on the next interest payment date on the then outstanding Notes and Parity Obligations,plus the equal monthly amount necessary to pay in full the installment of principal coming due on such Notes on the next succeeding principal payment date until the full amount of such installment is on hand. If for any reason the amount on hand in the Sinking Fund exceeds the required amount,the excess shall forthwith be withdrawn and paid into the Revenue Fund. Money in the Sinking Fund shall be used solely for the purpose of paying principal of and interest on the Notes and Parity Obligations as the same shall become due and payable. Notwithstanding the foregoing terms of this subsection, deposits into the Sinking Fund are not required for any principal on the Notes and any Parity Obligations to be paid from the proceeds of permanent financing or other refinancing obligations, it being the intention of the Issuer and the Lender that the principal on the Notes is to be paid from proceeds of permanent financing or other refinancing obligations. (c) Subordinate Obligations. Money in the Revenue Fund may next be used to pay principal of and interest on(including reasonable reserves therefor)any other obligations which by their terms shall be payable from the revenues of the System, but subordinate to the Notes and Parity Obligations, and which have been issued for the purposes of extensions and improvements to the System or to retire the Notes or Parity Obligations in advance of maturity, or to pay for extraordinary repairs or replacements to the System. (d) Surplus Revenue. All money thereafter remaining in the Revenue Fund at the close of each month may be deposited in any of the funds created by this Resolution, to pay for extraordinary repairs or replacements to the System, or may be used to pay or redeem the Notes or Parity Obligations, any of them, or for any lawful purpose for the benefit of the System. Money in the Revenue Fund shall be allotted and paid into the various funds and accounts hereinbefore referred to in the order in which the funds are listed, on a cumulative basis on the 10th day of each month, or on the next succeeding business day when the 10th shall not be a business day; and if in any month the money in the Revenue Fund shall be insufficient to deposit or transfer the required amount in any of the funds or accounts,the deficiency shall be made up in the following month or months after payments into all funds and accounts enjoying a prior claim to the revenues shall have been met in full. The provisions of this Section shall not be construed to require the Issuer to maintain separate bank accounts for the funds created by this Section; except the Sinking Fund shall be maintained in a separate account but may be invested in conjunction with other funds of the City but designated as a trust fund on the books and records of the City. -22 - Section 18. Investments. All of the funds provided by this Resolution may be invested only in Permitted Investments or deposited in financial institutions which are members of the Federal Deposit Insurance Corporation or its equivalent successor, and the deposits in which are insured thereby and all such deposits exceeding the maximum amount insured from time to time by FDIC or its equivalent successor in any one financial institution shall be continuously secured in compliance with Chapter 12C of the Code of Iowa, 2025, as amended, or otherwise by a valid pledge of direct obligations of the United States Government having an equivalent market value. All such interim investments shall mature before the date on which the moneys are required for the purposes for which the fund was created or otherwise as herein provided. All income derived from such investments shall be deposited in the Revenue Fund and shall be regarded as revenues of the System. Investments shall at any time necessary be liquidated and the proceeds thereof applied to the purpose for which the respective fund was created. Section 19. Covenants Regarding the Operation of the System. The Issuer hereby covenants and agrees with each and every holder of the Notes and Parity Obligations: (a) Maintenance and Efficiency. The Issuer will maintain the System in good condition and operate it in an efficient manner and at reasonable cost. (b) Sufficiency of Rates. On or before the beginning of each Fiscal Year the Governing Body will adopt or continue in effect rates for all services rendered by the System determined to be sufficient to produce Net Revenues for the next succeeding Fiscal Year adequate to pay principal and interest requirements of the Notes and any Parity Obligations but not less than 110 percent of such principal and interest requirements of the Fiscal Year. Notwithstanding the foregoing,the sufficiency of rates shall take into consideration other applicable money sources, including permanent financing or other refinancing obligations issued or to be issued to pay principal of the Notes and any Parity Obligations, it being the intent of the Issuer to pay the principal of the Notes at maturity or prior redemption from the proceeds of permanent financing or other refinancing obligations, such that, during the term of the Notes,the Governing Body will adopt or continue in effect rates for all services rendered by the System determined to be sufficient to produce Net Revenues for the next succeeding Fiscal Year adequate to pay principal and interest requirements (other than principal to be paid by permanent financing or other refinancing obligations)but not less than 110 percent of the principal and interest requirements of the Fiscal Year(other than principal to be paid by permanent financing or other refinancing obligations). No free use of the System by the Issuer or any department, agency or instrumentality of the Issuer shall be permitted except upon the determination of the Governing Body that the rates and charges otherwise in effect are sufficient to provide Net Revenues at least equal to the requirements of this subsection. (c) Insurance. That the Issuer shall maintain insurance for the benefit of the Noteholders on the insurable portions of the System of a kind and in an amount which -23 - normally would be carried by private companies engaged in a similar kind of business. The proceeds of any insurance, except public liability insurance, shall be used to repair or replace the part or parts of the System damaged or destroyed, or if not so used shall be placed in the Improvement Fund. (d) State Laws. The Issuer will faithfully and punctually perform all duties with reference to the System required by the Constitution and laws of the State of Iowa, including the making and collecting of reasonable and sufficient rates for services rendered by the System as above provided, and will segregate the revenues of the System and apply the revenues to the funds specified in this Resolution. (e) Property. The Issuer will not sell, lease,mortgage or in any manner dispose of the System, or any capital part thereof, including any and all extensions and additions that may be made thereto, until satisfaction and discharge of all of the Notes and Parity Obligations shall have been provided for in the manner provided in this Resolution;provided, however,that this covenant shall not be construed to prevent the disposal by the Issuer of property which in the judgment of its Governing Body has become inexpedient or unprofitable to use in connection with the System, or if it is to the advantage of the System that other property of equal or higher value be substituted therefor, and provided further that the proceeds of the disposition of such property shall be placed in a revolving fund to be used in preference to other sources for capital improvements to the System. Any such proceeds of the disposition of property acquired with the proceeds of the Notes or Parity Obligations shall not be used to pay principal or interest on the Notes or Parity Obligations or for payments into the Sinking. (f) Fidelity Bond. The Issuer shall maintain fidelity bond coverage in amounts which normally would be carried by private companies engaged in a similar kind of business on each officer or employee having custody of funds of the System. (g) Additional Charges. The Issuer will require proper connecting charges and/or other security for the payment of service charges. (h) Budget. The Governing Body of the Issuer shall approve and conduct operations pursuant to a system budget of revenues and current expenses for each Fiscal Year. Such budget shall take into account revenues and current expenses durin, the current and last preceding Fiscal Year. Copies of such budget and any amendments thereto shall be provided to the holders of any of the Notes upon request. (i) Payment of the Notes. (i)The Issuer shall take all actions necessary and appropriate to provide for the payment of the Notes on or before their stated Maturity Date through the issuance of(a) refunding bonds or notes, or(b)other obligations of the Issuer or City that may be permitted under applicable law, or from other legally available funds. The proceeds of any refunding bonds or notes shall be pledged to the repayment of the Notes. -24 - (ii) The Issuer shall, not later than six(6) months prior to the Mandatory Tender Date, commence proceeding to take all steps required by law to authorize and issue such bonds,notes or other obligations as may be necessary to provide for the full payment of the Notes at or prior to the Mandatory Tender Date; provided however,that such requirement shall be waived if(i)the Issuer provides the Original Purchaser with written confirmation of its intention to extend the maturity of the Notes to the Maturity Date not later than six(6)months prior to the mandatory tender date and (ii)the Issuer satisfies the requirements of this Resolution(including Section 7 hereof)and the Continuing Covenant Agreement(including Section 3.01(b)thereof). The Issuer shall diligently pursue such authorization and issuance in accordance with the requirements of Chapter 384 of the Code of Iowa, as amended, and adopt and complete all proceedings, notices, and certifications required for such issuance. Section 20. Remedies of Noteholders. Except as herein expressly limited the holder or holders of the Notes and Parity Obligations shall have and possess all the rights of action and remedies afforded by the common law,the Constitution and statutes of the State of Iowa, and of the United States of America, for the enforcement of payment of their Notes and interest thereon, and of the pledge of the revenues made hereunder, and of all covenants of the Issuer hereunder. Section 21. Prior Lien and Parity Obligations. (1) The Issuer will issue no other notes, bonds or obligations of any kind or nature payable from or enjoying a lien or claim on the property or revenues of the System having priority over the Notes or Parity Obligations. (2)Notes,bonds or obligations may be issued subordinate to the Notes with respect to the lien and claim of such notes, bonds or other obligations to the revenues of the System and the money on deposit in the funds adopted by this Resolution, for the purpose of completing the Project if the proceeds from the Notes are not sufficient to complete the Project due to cost overruns, design changes, or other unanticipated costs,provided that(i)no principal is payable on such subordinate notes, bonds or other obligations until all principal of the Notes has been paid in full; and (ii)the amount of such notes, bonds or other obligations for said purpose shall not exceed$5,000,000 without the prior written consent of the Lender. Notes,bonds or other obligations issued pursuant to this paragraph shall not require a Parity Certificate under subsection(4)(b)below. (3) On or after the Mandatory Tender Date, notes, bonds or obligations may also be issued subordinate to the Notes with respect to the lien and claim of such Notes,bonds or obligations to the revenues of the System and the money on deposit in the funds adopted by this Resolution, for the purpose of refinancing the Issuer's $6,000,000 Taxable Communications Utility Revenue Capital Loan Notes Anticipation Project Note, Series 2023, dated September 20, 2023 (the"Project Note"), as amended by Resolutions adopted November 14, 2024 (first amendment) and December 16,2025 (second amendment) (said Project Note issued to Cedar Rapids Bank&Trust and subject to potential further amendment to increase the principal amount by up to $2,000,000 (for a total principal amount not to exceed$8,000,000)),provided that(i)no principal is payable on such subordinate notes,bonds or other obligations until all principal of the Notes has been paid in full; and (ii)the amount of such notes, bonds or other obligations for said purpose shall not exceed $8,000,000 without the prior written consent of the -25 - Lender. Notes,bonds or other obligations issued pursuant to this paragraph shall not require a Parity Certificate under subsection(4)(b)below. (4)Additional Obligations may be issued on a parity and equality of rank with the Notes with respect to the lien and claim of such Additional Obligations to the revenues of the System and the money on deposit in the funds adopted by this Resolution, for the following purposes and under the following conditions, but not otherwise: (a) For the purpose of refunding in full any of the Notes or Parity Obligations which shall have matured or which shall mature not later than three months after the date of delivery of such refunding obligation and for the payment of which there shall be insufficient money in the Sinking Fund; or (b) For the purpose of refunding any outstanding Notes, Parity Obligations or general obligation notes or making extensions, additions, improvements or replacements to the System,provided that(1)the Lender has given prior written consent, and(2)all of the following conditions are included in such Additional Obligations as required conditions for the issuance of subsequent Additional Obligations, provided that, until the Notes are no longer outstanding, issuance of subsequent Additional Obligations would require prior written consent from Lender: (i) before any such Additional Obligations ranking on a parity are issued,there will have been procured and filed with the Secretary of the Board of Trustees,a statement("Parity Certificate")of an Independent Auditor, independent financial consultant or a consulting engineer,not a regular employee of the Issuer, reciting the opinion based upon necessary investigations that the Net Revenues of the System for the preceding Fiscal Year(with adjustments as hereinafter provided)were equal to at least 1.1 times the maximum amount that will be required in any Fiscal Year prior to the longest maturity of any of the Notes or Parity Obligations for both principal of and interest on all Notes and Parity Obligations then outstanding which are payable from the net earnings of the System and the Additional Obligations then proposed to be issued. For the purpose of determining the Net Revenues of the System for the preceding Fiscal Year as aforesaid,the amount of the gross revenues for such year may be adjusted by an Independent Auditor, independent financial consultant or a consulting engineer, not a regular employee of the Issuer, so as to reflect any changes in the amount of such revenues which would have resulted had any revision of the schedule of rates or charges imposed at or prior to the time of the issuance of any such Additional Obligations been in effect during all of such preceding Fiscal Year. (ii) the Additional Obligations must be payable as to principal and as to interest on the same month and day as the Notes herein authorized. -26 - (iii) for the purposes of this Section,principal and interest falling due on the first day of a Fiscal Year shall be deemed a requirement of the immediately preceding Fiscal Year. (iv) for the purposes of this Section, general obligation bonds or notes shall be refunded only upon a finding of necessity by the Governing Body and only to the extent the general obligation bonds or notes were issued or the proceeds thereof were expended for the System. (v) for purposes of this Section, "preceding Fiscal Year" shall be the most recently completed Fiscal Year for which audited financial statements prepared by a certified public accountant are issued and available,but in no event a Fiscal Year which ended more than eighteen months prior to the date of issuance of Additional Obligations. Section 22. Disposition of Proceeds;Arbitrage Not Permitted. The Issuer reasonably expects and covenants that no use will be made of the proceeds from the issuance and sale of the Notes issued hereunder which will cause any of the Notes to be classified as arbitrage bonds within the meaning of Section 148(a) and (b) of the Internal Revenue Code of the United States, and that throughout the term of the Notes it will comply with the requirements of such statute and regulations issued thereunder. To the best knowledge and belief of the Issuer,there are no facts or circumstances that would materially change the foregoing statements or the conclusion that it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be arbitrage notes. Without limiting the generality of the foregoing,the Issuer hereby agrees to comply with the provisions of the Tax Exemption Certificate and the provisions of the Tax Exemption Certificate are hereby incorporated by reference as part of this Resolution. The Treasurer is hereby directed to make and insert all calculations and determinations necessary to complete the Tax Exemption Certificate in all respects and to execute and deliver the Tax Exemption Certificate at issuance of the Notes to certify as to the reasonable expectations and covenants of the Issuer at that date. The Issuer covenants that it will treat as Yield Restricted any proceeds of the Notes remaining unexpended after three years from the issuance and any other funds required by the Tax Exemption Certificate to be so treated. If any investments are held with respect to the Notes and Parity Obligations,the Issuer shall treat the same for the purpose of restricted yield as held in proportion to the original principal amounts of each issue. The Issuer covenants that it will exceed any investment yield restriction provided in this Resolution only in the event that it shall first obtain an opinion of recognized bond counsel that the proposed investment action will not cause the Notes to be classified as arbitrage bonds under Section 148(a)and(b)the Internal Revenue Code or regulations issued thereunder. -27 - The Issuer covenants that it will proceed with due diligence to spend the proceeds of the Notes for the purpose set forth in this Resolution. The Issuer further covenants that it will make no change in the use of the proceeds available for the construction of facilities or change in the use of any portion of the facilities constructed therefrom by persons other than the Issuer or the general public unless it has obtained an opinion of bond counsel or a revenue ruling that the proposed project or use will not be of such character as to cause interest on any of the Notes not to be exempt from federal income taxes in the hands of holders other than substantial users of the project, under the provisions of Section 142(a)of the Internal Revenue Code of the United States, related statutes and regulations. Section 23. Additional Covenants, Representations and Warranties of the Issuer. The Issuer certifies and covenants with the purchasers and holders of the Notes from time to time outstanding that the Issuer through its officers, (a) will make such further specific covenants, representations and assurances as may be necessary or advisable; (b)comply with all representations, covenants and assurances contained in the Tax Exemption Certificate,which Tax Exemption Certificate shall constitute a part of the contract between the Issuer and the owners of the Notes; (c) consult with bond counsel (as defined in the Tax Exemption Certificate); (d)pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Notes; (e) file such forms, statements and supporting documents as may be required and in a timely manner; and(f) if deemed necessary or advisable by its officers,to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Issuer in such compliance. Section 24. Not Qualified Tax-Exempt Obligations. The Notes shall not be designated as qualified tax-exempt obligations as defined by Section 265(b)of the Internal Revenue Code of the United States, as amended. Section 25. Discharge and Satisfaction of Notes. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to the Notes and Parity Obligations, or any of them, in any one or more of the following ways: (a) By paying the Notes or Parity Obligations when the same shall become due and payable; and (b) By depositing in trust with the Treasurer, or with a corporate trustee designated by the Governing Body for the payment of the obligations and irrevocably appropriated exclusively to that purpose an amount in cash or direct obligations of the United States the maturities and income of which shall be sufficient to retire at maturity, or by redemption prior to maturity on a designated date upon which the obligations may be redeemed, all of such obligations outstanding at the time,together with the interest thereon to maturity or to the designated redemption date,premiums thereon, if any,that may be payable on the redemption of the same;provided that proper notice of redemption of all such obligations to be redeemed shall have been previously published or provisions shall have been made for such publication. -28 - Upon such payment or deposit of money or securities, or both, in the amount and manner provided by this Section, all liability of the Issuer with respect to the Notes or Parity Obligations shall cease, determine and be completely discharged, and the holders thereof shall be entitled only to payment out of the money or securities so deposited. Section 26. Resolution a Contract. The provisions of this Resolution shall constitute a contract between the Issuer and the holder or holders of the Notes and Parity Obligations, and after the issuance of any of the Notes no change,variation or alteration of any kind in the provisions of this Resolution shall be made in any manner, except as provided in the next succeeding Section, until such time as all of the Notes and Parity Obligations, and interest due thereon, shall have been satisfied and discharged as provided in this Resolution. Section 27. Amendment of Resolution Without Consent. The Issuer may, without the consent of any of the holders of the Notes and Parity Obligations, amend or supplement this Resolution for any one or more of the following purposes: (a) to cure any ambiguity,defect, omission or inconsistent provision'in this Resolution or in the Notes or Parity Obligations; or to comply with any application provision of law or regulation of federal or state agencies;provided, however,that such action shall not materially adversely affect the interests of the holders of the Notes or Parity Obligations; (b) to change the terms or provisions of this Resolution to the extent necessary, in the opinion of Bond Counsel,to prevent the interest on the Notes or Parity Obligations from being includable within the gross income of the holders thereof for federal income tax purposes; (c) to grant to or confer upon the holders of the Notes or Parity Obligations any additional rights, remedies,powers or authority that may lawfully be granted to or conferred upon the holders of the Notes; (d) to add to the covenants and agreements of the Issuer contained in this Resolution other covenants and agreements of, or conditions or restrictions upon,the Issuer or to surrender or eliminate any right or power reserved to or conferred upon the Issuer in this Resolution; or (e) to subject to the lien and pledge of this Resolution additional pledged revenues as may be permitted by law. The Issuer shall provide notice to the Original Purchaser promptly following any amendment or supplement pursuant to this Section. Section 28. Amendment of Resolution Requiring Consent. This Resolution may be amended from time to time if such amendment shall have been consented to by holders of not less than two-thirds in principal amount of the Notes and Parity Obligations at any time -29 - outstanding(not including in any case any Notes which may then be held or owned by or for the account of the Issuer, but including such refunding obligations as may have been issued for the purpose of refunding any of such Notes if such refunding obligations shall not then be owned by the Issuer); but this Resolution may not be so amended in such manner as to: (a) Make any change in the maturity of interest rate of the Notes, or modify the terms of payment of principal of or interest on the Notes or any of them or impose any conditions with respect to such payment; (b) Materially affect the rights of the holders of less than all of the Notes and Parity Obligations then outstanding; and (c) Reduce the percentage of the principal amount of Notes,the consent of the holders of which is required to effect a further amendment. Whenever the Issuer shall propose to amend this Resolution under the provisions of this Section, it shall cause notice of the proposed amendment to be filed with the Original Purchaser and to be mailed by certified mail to each registered owner of any Note as shown by the records of the Registrar. Such notice shall set forth the nature of the proposed amendment and shall state that a copy of the proposed amendatory Resolution is on file in the office of the Secretary of the Board of Trustees. Whenever at any time within one year from the date of the mailing of the notice there shall be filed with the Secretary of the Board of Trustees an instrument or instruments executed by the holders of at least two-thirds in aggregate principal amount of the Notes then outstanding as in this Section defined,which instrument or instruments shall refer to the proposed amendatory Resolution described in the notice and shall specifically consent to and approve the adoption thereof,thereupon, but not otherwise,the Governing Body of the Issuer may adopt such amendatory Resolution and such Resolution shall become effective and binding upon the holders of all of the Notes and Parity Obligations. Any consent given by the holder of a Note pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the instrument evidencing such consent and shall be conclusive and binding upon all future holders of the same Note during such period. Such consent may be revoked at any time after six months from the.date of such instrument by the holder who gave such consent or by a successor in title by filing notice of such revocation with the Secretary of the Board of Trustees. The fact and date of the execution of any instrument under the provisions of this Section may be proved by the certificate of any officer in any jurisdiction who by the laws thereof is authorized to take acknowledgments of deeds within such jurisdiction that the person signing such instrument acknowledged before him the execution thereof, or may be proved by an affidavit of a witness to such execution sworn to before such officer. The amount and numbers of the Notes held by any person executing such instrument and the date of his holding the same may be proved by an affidavit by such person or by a certificate -30 - executed by an officer of a bank or trust company showing that on the date therein mentioned such person had on deposit with such bank or trust company the Notes described in such certificate. Section 29. Severability. If any section,paragraph, or provision of this Resolution shall be held to be invalid or unenforceable for any reason,the invalidity or unenforceability of such section,paragraph or provision shall not affect any of the remaining provisions. Section 30. Repeal of Conflicting Ordinances or Resolutions and Effective Date. All other ordinances,resolutions and orders, or parts thereof, in conflict with the provisions of this Resolution are,to the extent of such conflict, hereby repealed; and this Resolution shall be in effect from and after its adoption. ADOPTED AND APPROVED this ZZ day ofm he41 , 2025. -Ad Chairperson of the B h. of Trustees Al"1'EST: J--4/61/6 Secretary of Board of Trustees - 31 - CERTIFICATE STATE OF IOWA ) ) SS COUNTY OF BLACK HAWK ) I,the undersigned Secretary of the Board of Trustees of the Municipal Communications Utility of the City of Waterloo, State of Iowa, do hereby certify that attached is a true and complete copy of the portion of the corporate records of the Board of Trustees showing proceedings of the Board, and the same is a true and complete copy of the action taken by the Board with respect to the matter at the meeting held on the date indicated in the attachment, which proceedings remain in full force and effect, and have not been amended or rescinded in any way;that meeting and all action thereat was duly and publicly held in accordance with a notice of meeting and tentative agenda, a copy of which was timely served on each member of the Board and posted on a bulletin board or other prominent place easily accessible to the public and clearly designated for that purpose at the principal office of the Board (a copy of the face sheet of such agenda being attached hereto)pursuant to the local rules of Chapter 21, Code of Iowa, upon reasonable advance notice to the public and media at least twenty-four hours prior to the commencement of the meeting as required such law and with members of the public present in attendance; I further certify that the individuals named therein were on the date thereof duly and lawfully possessed of their respective offices as indicated therein,that no Board vacancy existed except as may be stated in the proceedings, and that no controversy or litigation is pending,prayed or threatened involving the incorporation, organization,existence or boundaries of the City or the right of the individuals named therein as officers to their respective positions. d WITNESS my hand and the seal of the Board hereto affixed this 6--� day of A) mb�/ ,2025. W.- 0,, F Secretary o e Board of Trustees of the �, Municipal Communications Utility SEAL 4915-6236-9411-1\24268-001 4 • • • • e -.J