RESOLUTION NO. 03-05

A RESOLUTION FOR THE TOWN OF FOREST HEIGHTS

TO PARTICIPATE AS AN ISSUER OF

INFRASTRUCTURE BONDS, 2005 SERIES A

Introduced by: Ways and Means Committee

ENACTED:

A RESOLUTION OF THE TOWN OF FOREST HEIGHTS, MARYLAND, A MUNICIPAL CORPORATION OF THE STATE OF MARYLAND, PROVIDING FOR THE ISSUANCE AND SALE OF AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED TWO MILLION DOLLARS ($2,000,000) OF BONDS OF TOWN OF FOREST HEIGHTS, MARYLAND, TO BE KNOWN AS "TOWN OF FOREST HEIGHTS, MARYLAND INFRASTRUCTURE BONDS, 2005 SERIES A", TO BE ISSUED AND SOLD PURSUANT TO THE AUTHORITY OF SECTION 2-204 (16) (iv) OF ARTICLE 83B OF THE ANNOTATED CODE OF MARYLAND, AS AMENDED, FOR THE PURPOSE OF PROVIDING ALL OR A PORTION OF THE FUNDS NECESSARY FOR THE PURPOSE OF THE FOLLOWING PROJECT: ROAD REPAIR PROJECTS AND PAYING THE COSTS OF ISSUING THE BONDS (as hereinafter defined); PROVIDING THAT THE BONDS SHALL BE ISSUED UPON THE FULL FAITH AND CREDIT OF THE TOWN OF FOREST HEIGHTS, MARYLAND; PROVIDING FOR THE DISBURSEMENT OF THE PROCEEDS OF THE SALE OF THE BONDS AND FOR THE LEVY OF ANNUAL TAXES UPON ALL ASSESSABLE PROPERTY WITHIN THE TOWN OF FOREST HEIGHTS FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THE BONDS AS THEY SHALL RESPECTIVELY MATURE; PROVIDING FOR THE FORM, TENOR, DENOMINATION, MATURITY DATE AND OTHER PROVISIONS OF THE BONDS; PROVIDING FOR THE SALE OF THE BONDS; AND PROVIDING FOR RELATED PURPOSES, INCLUDING THE METHOD OF FIXING THE INTEREST RATE TO BE BORNE BY THE BONDS.

    WHEREAS, the Town of Forest Heights, Maryland (the "Issuer") is a municipal corporation of the State of Maryland organized and operating under (the "Charter") adopted in accordance with Article XI-E of the Constitution of Maryland and Article 23A of the Annotated Code of Maryland, as amended (the "Maryland Code"); and

    WHEREAS, pursuant to the authority of Section 2-204(16)(iv) of Article 83B of the Maryland Code, the Issuer has determined to issue its general obligation bonds in the aggregate principal amount not to exceed Two Million Dollars ($2,000,000) for the purpose of road repair projects (collectively, the "Project") and the payment of issuance costs, bond insurance premiums and other related costs; and

    WHEREAS, the Issuer proposes to issue and sell the Bonds to the Community Development Administration, an agency in the Division of Development Finance of the Department of Housing and Community Development, a principal department of the government of the State of Maryland (the "Administration"), in connection with the Local Government Infrastructure Financing Program of the Administration (the "Program"); and

    WHEREAS, it is the intention of the Issuer by this Resolution to provide for the issuance and sale of the aforementioned Bonds and to obtain a loan from the Administration pursuant to the Program (the "Loan").

    WHEREAS, the Issuer intends to authorize the Mayor of the Town of Forest Heights (the "Mayor") to execute and deliver the Bonds and all other documents, certificates and other materials related to the issuance, sale and delivery of the Bonds and the execution and delivery of the Loan.

    WHEREAS, the Administration intends to issue one or more series of its Local Government Infrastructure Bonds (Ambac Insured) (the "Administration's Bonds") to finance the Loan and other loans to be financed pursuant to the Program (the "Administration Financing").

    NOW, THEREFORE, BE IT RESOLVED:

Section 1. Authorization, Terms, Form of Bonds.

(a)       The Issuer shall borrow upon its full faith and credit and shall issue and sell upon its full faith and credit an aggregate principal amount not to exceed Two Million Dollars ($2,000,000) principal amount of its general obligation bonds, to be issued pursuant to the authority of Section 2-204(16)(iv) of Article 83B of the Maryland Code, to be known as the "Town of Forest Heights, Maryland Infrastructure Bonds, 2005 Series A" (the "Bonds"). The proceeds from the sale of the Bonds shall be used for the purpose of providing a portion of the funds necessary for financing the Project and the payment of issuance costs, bond insurance premiums and other related costs.

(b)       The Bonds shall be issued as a single fully registered bond certificate in the aggregate principal amount not to exceed Two Million Dollars ($2,000,000) payable to the Administration as the registered owner thereof. The Bonds shall be issued in such amount or such lesser amount as determined by the Mayor, pursuant to subsection (g) below, which shall be equal to the principal amount of the Loan to be financed under the Program.

(c)       The Bonds shall be dated as of the date of issue, or as of such other date as is specified by the Administration; shall be numbered R-1; shall be initially registered in the name of the Administration or its designee; shall bear interest from the Date which is one month prior to their dated date, payable semiannually on May 1 and November 1, at such annual rate or Rates and be payable in annual principal installments at the designated Office of the Administration.

(d)       The Bonds shall bear interest at an annual rate or rates of interest not to exceed 4.70 percent for a loan with a maturity of twenty years, the actual rate of rates of interest to be borne by the Bonds to be determined and established by the Mayor acting pursuant to Section 1(g) of this Resolution.

(e)       The Bonds shall be in substantially the form set forth on Exhibit A attached hereto and made a part hereof, which form, together with all of the covenants and conditions therein contained, is hereby adopted by the Issuer as and for the form of obligation to be incurred by the Issuer and such covenants and conditions are hereby made binding upon the Issuer, including the promise to pay therein contained.

(f)        The Bonds are to be issued in connection with the Program to finance a portion of the Project and to pay costs of issuance, bond insurance premiums and other related costs. Under the Program, the Issuer will enter into a Repayment Agreement and a Pledge Agreement with the Administration (respectively, the "Repayment Agreement" and the "Pledge Agreement"). The Issuer also will execute and deliver in connection with the issuance of the Bonds and the Program any additional documents, agreements, instruments and certificates requested by the Administration (which, together with the Repayment Agreement and the Pledge Agreement are herein referred to as the "Program Documents"). The Program Documents shall be in such form and shall contain such terms and conditions as shall be approved by the Mayor and acceptable to the Administration.

(g)       Because this Resolution is being adopted before the details of the Administration Financing which is funding the Loan to be made by the Administration to the Issuer under the Program have been finalized, the Mayor is hereby authorized to make such changes to the amount and form of the Bonds, including insertions therein or additions or deletions thereto, as may be necessary or appropriate to conform the terms of the Bonds to the terms of the financing to be provided to the Issuer under the Program. Without limiting the foregoing, it is presently contemplated that the Loan will be in an amount not to exceed the $2,000,000 in aggregate principal amount hereby authorized, subject to final approval by the Administration; accordingly, the Mayor is specifically authorized:

(i) to make changes to the principal amount of the Bonds in order to reflect the final principal of the Loan not to exceed $2,000,000 as approved by the Administration and accepted by the Issuer, (ii) to authorize and approve an interest rate or rates and payment schedule reflecting the principal and interest payments with respect to the Bonds but not to exceed the maximum rate of interest to be borne by the Bonds as set forth in subsection (d) above.

(h)       This borrowing is in conformance with and does not exceed any and all applicable debt limitations under the Charter.

3

Section 2. Execution. The Bonds and the Program Documents shall be executed on behalf of the Issuer by the manual or facsimile signature of the Mayor, and the seal of the Issuer shall be affixed thereto or reproduced thereon and attested by the manual signature of the Town Clerk of the Issuer. In the event any official whose signature appears on any of the Bonds or the Program Documents shall cease to be an official prior to the delivery of the Bonds or the Program Documents, or, in the event any official whose signature appears on any of the Bonds or the Program Documents becomes an officer after the date of the issue, the Bonds or Program Documents shall nevertheless be valid and binding obligations of the Issuer in accordance with their terms. The Mayor is hereby authorized, empowered and directed to complete the applicable form of the Bonds or the Program Documents and to make modifications, deletions, corrections or other changes thereto in any manner which the Mayor, in the Mayor's discretion, shall deem necessary or appropriate to complete the issuance and sale of the Bonds and the execution and delivery of the Program Documents, as will not alter the substance thereof. The execution of the Bonds and the Program Documents by the Mayor shall be conclusive evidence of the Mayor's approval of the form and substance thereof.

Section 3. Registration of Bonds. The Town Clerk shall act as registrar for the Bonds and shall maintain registration books for the registration and registration of transfer of the Bonds. No security or bond shall be required of the Town Clerk in the performance of the duties of registrar for the Bonds.

The Issuer may deem and treat the person in whose name any Bond shall be registered upon the books of the Issuer as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal, premium, if any, of and interest on such Bond and for all other purposes.

Section 4. Prepayment. The Bonds are being issued in connection with the Program and will secure payment of the Administration's Bonds, which are being issued by the Administration to provide funds to purchase the Bonds from the Issuer. The Repayment Agreement limits the right of the Issuer to prepay the Bonds in accordance with restrictions upon the right of the Administration to redeem the Administration's Bonds. Accordingly, the Issuer may prepay the Bonds only in accordance with the provisions of the Repayment Agreement and the terms governing prepayments as set forth in the Bonds.

Section 5. Replacement of Mutilated, Lost, Stolen, or Destroyed Bonds. In case any Bond (a "Bond" being, for purposes of this Section, any one of the Bonds) shall become mutilated or be destroyed, lost or stolen, the Issuer may cause to be executed and delivered a new Bond of like date and tenor and bearing the same or a different number, in exchange and substitution for each Bond mutilated, destroyed, lost or stolen, upon the owner paying the reasonable expenses and charges of the Issuer in connection therewith and, in the case of any Bond being destroyed, lost or stolen, upon the owner filing with the Issuer evidence satisfactory to it that such Bond was destroyed, lost or stolen, and furnishing the Issuer with indemnity satisfactory to it. Any Bond so issued in substitution for a Bond so mutilated, destroyed, lost or stolen: (i) may be typewritten, printed or otherwise reproduced in a manner acceptable to the Administration, and (ii) shall constitute an original contractual obligation on the part of the Issuer under this Resolution whether or not the Bond in exchange for which said new Bond is issued shall at any later date be presented for payment and such payment shall be enforceable by anyone, and any such new Bond shall be equally and proportionately entitled to the benefits of this Resolution with all other like Bonds, in the manner and to the extent provided herein.

Section 6. Use of Proceeds.

(a)        The proceeds of the Bonds shall be held and invested by the Administration in its sole discretion and shall be administered and disbursed by the Administration pursuant to the Repayment Agreement. The proceeds of the Bonds shall be used, when and as required, to pay Development Costs (as defined in the Repayment Agreement).

(b)        After the Project has been completed and all Development Costs in connection therewith have been paid, any balance of the proceeds of the sale of the Bonds held by the Administration under the Repayment Agreement may be applied to the next maturing principal installment or prepayment of the Bonds, as permitted by the Administration.

Section 7. Covenants. The Issuer covenants with the Administration and for the benefit of the owners from time to time of the Bonds, that so long as the bonds or installments of principal thereunder shall remain outstanding and unpaid:

(a)        The Issuer will duly and punctually pay, or cause to be paid, to the Administration the principal of the Bonds, premium (if any) and interest accruing thereon, at the dates and places and in the manner mentioned in the Bonds from unlimited ad valorem taxes in the event that available funds are inadequate to make such payment.

(b)       The Issuer covenants that so long as any of the Bonds are outstanding and not paid, unless other funds are available for payment of principal of, premium, if any, and interest on the Bonds, it shall levy annually, in the manner prescribed by law, a tax on all real and tangible personal property within its corporate limits subject to assessment for unlimited taxation, ad valorem taxes in rate and amount and sufficient, to provide for the payment of the principal of and interest on the Bonds as the same become due and payable; and in the event that the revenues available from the taxes so levied in any fiscal year shall prove inadequate for the above purposes, the Issuer shall levy additional taxes in the succeeding fiscal year to make up such deficiency; and the full faith and credit and the unlimited taxing power of the Issuer are hereby irrevocably pledged to the punctual payment of the principal of and interest on the Bonds as the same become due.

(c)        The Issuer will promptly provide to the Administration (or to any person designated by the Administration) all financial information and operating data concerning the Issuer as may be required by the Administration in its discretion in order to comply with the requirements of Rule 15c2-12 of the United States Securities and Exchange Commission, as in effect from time to time, applicable to the Administration's Bonds.

Section 8. Resolution a Contract. The provisions of this Resolution shall constitute a contract with the purchasers and owners from time to time of the Bonds, and this Resolution shall not be repealed, modified or altered in any manner materially adverse to the Administration and interests of such purchasers or owners while the Bonds or any portion thereof remain outstanding and unpaid without the consent of the owners of the Bonds and the Administration.

Section 9. Pledge of Local Government Payments. As contemplated and authorized by Section 2-204(16)(iii) of Article 83B of the Maryland Code, as amended, the Issuer hereby pledges, assigns and grants a security interest to the Administration, its successors in trust and assigns, all right title and interest of the Issuer in and to the Local Government Payments (as defined in the Pledge Agreement), now or hereafter acquired, to secure payment of the principal of, premium, if any, and interest on the Bonds and any other Local Obligations (as defined in the Pledge Agreement) issued and to be issued from time to time by the Issuer under the Program, all as more fully set forth and provided in the Pledge Agreement.

Section 10. Purchase Price of Bonds. The Bonds shall be sold for cash in accordance with the terms and provisions of this Resolution at par (or if discount is permitted by law) at such discount as is agreed with the Administration in accordance with the terms and provisions of this Resolution, and as authorized by Section 2-204 (16)(ii) of Article 83B of the Maryland Code.

Section 11. Sale of Bonds. The Bonds shall be sold to the Administration under the Program at private sale, as authorized by Section 2-204(16)(ii) of Article 83B of the Maryland Code.

Section 12. Authority to Take Action; Publication and Public Hearing.

(a)       The officers and employees of the Issuer are hereby authorized and directed to do all acts and things required of them by the provisions of this Resolution, for the full, punctual and complete performance of all the terms, covenants and provisions of the Bonds, the program documents and this Resolution and to do and perform all acts and to execute, seal and deliver all documents or instruments of writing which may be necessary or desirable to carry out the full intent and purpose of this Resolution and the Program Documents.

(b)       As required by Section 2-204(16)(iv)2 of Article 83B of the Maryland Code, prior to the issuance of the Bonds, the Issuer shall publish in a newspaper of general circulation in the jurisdiction of the Issuer a notice of the proposed issuance of the Bonds, which notice shall include the proposed amount of the issue, the nature of the project to be financed, the time and place of the public hearing, and the name and address of where written comments may be sent, and the Issuer shall hold a public hearing on the proposed issuance of the Bonds. Such actions may be (or have been) taken prior to or simultaneously with the adoption of this Resolution.

Section 13. Tax Matters

(a)       The Mayor shall be the officer of the Issuer responsible for the issuance of the Bonds within the meaning of the Arbitrage Regulations (defined herein). The Mayor shall also be the officer of the Issuer responsible for the execution and delivery (on the date of issuance of the Bonds) of a certificate of the Issuer (the "Section 148 Certificate") which complies with the requirements of Section 148 of the Internal Revenue Code of 1986, as amended ("Section 148"), and the applicable regulations thereunder (the "Arbitrage Regulations"), and such official is hereby directed to execute the Section 148 Certificate and to deliver the same to the Administration on the date of the issuance of the Bonds.

(b)       The Issuer shall set forth in the Section 148 Certificate its reasonable expectations as to relevant facts, estimates and circumstances relating to the use of the proceeds of the Bonds, or of any monies, securities or other obligations to the credit of any account of the Issuer which may be deemed to be proceeds of the Bonds pursuant to Section 148 of the Arbitrage Regulations (collectively, "Bond Proceeds"). The Issuer covenants that the facts, estimates and circumstances set forth in the Section 148 Certificate will be based on the Issuer's reasonable expectations on the date of issuance of the Bonds and will be, to the best of the certifying officials, knowledge, true and correct as of that date.

(c)       The Issuer covenants and agrees with each of the holders of any of the Bonds that it will not make, or (to the extent that it exercises control or direction) permit to be made, any use of the Bond Proceeds which would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 and the regulations thereunder which are applicable to the Bonds on the date of issuance of the Bonds and which may subsequently lawfully be made applicable to the Bonds.

(d)       The Issuer further covenants that it shall make such use of the proceeds of the Bonds, regulate the investment of the proceeds thereof; and take other and further actions as may be required to maintain the excludability from gross income for federal income tax purposes of interest on the Bonds. All officers, employees and agents of the Issuer are hereby authorized and directed to take such actions, and to provide such certifications of facts and estimates regarding the amount and use of the proceeds of the Bonds, as may be necessary or appropriate from time to time to comply with, or to evidence the Issuer's compliance with, the covenants set forth in this Section.

(e)       The Mayor, on behalf of the Issuer, may make such covenants or agreements in connection with the issuance of Bonds issued hereunder as she shall deem advisable in order to assure the registered owners of such Bonds that interest thereon shall be and remain excludable from gross income for federal income tax purposes, and such covenants or agreements shall be binding on the Issuer so long as the observance by the Issuer or any such covenants or agreements is necessary in connection with the maintenance of the exclusion of the interest on such Bonds from gross income for federal income tax purposes. The foregoing covenants and agreements may include such covenants or agreements on behalf of the Issuer regarding compliance with the provisions of the Internal Revenue Code of 1986, as amended, as the Mayor shall deem advisable in order to assure the registered owners of such Bonds that the interest thereon shall be and remain excludable from gross income for federal income tax purposes, including (without limitation) covenants or agreements relating to the investment of the proceeds of such Bonds, the payment of rebate (or payments in lieu of rebate) to the United States, limitations on the times within which, and the purpose for which, such proceeds may be expended, or the use of specified procedures for accounting for and segregating such proceeds.

Section 14. Effective Date; Miscellaneous.

(a) This Resolution shall take effect from the date of its adoption, and it is the intent hereof that the laws of the State of Maryland shall govern its construction and the construction of the Bonds. Any copy of this Resolution duly certified by the Town Clerk or the Town Clerk's successor in office shall constitute evidence of the contents and provisions hereof.

ADOPTED THIS 16 DAY OF February 2005 BY THE TOWN COUNCIL OF THE TOWN OF FOREST HEIGHTS, MARYLAND BY AFFIRMATIVE VOTE OF 6 TO OPPOSED.

Paula R. Noble, Mayor

Council Member, C. L. Smith-Barnes

Council Member, Clifton Atkinson

Council Member, Worthington Ross

Council Member, Larry M. Stoner

ATTEST: Bonita Anderson, Town Clerk

Exhibit A. – Form of Bond

[FORM OF BOND] EXHIBIT A

United States of America

State of Maryland

Town of Forest Heights

Infrastructure Bond, 2005 Series A

No. R-1 [$2,000,000]

The TOWN OF FOREST HEIGHTS, a municipal corporation duly organized and existing under the Constitution and laws of the State of Maryland (the "Issuer"), hereby promises to pay to the

Maryland Community Development Administration

Or its registered assigns, the principal amount of Two million Dollars ($2,000,000), plus interest on each unpaid principal installment at the rates per annum set forth under the column designated "Coupon" on Exhibit A attached hereto for each principal installment, in lawful money of the United States of America, as follows: (a) interest on the outstanding and unpaid principal of this Bond (as hereinafter defined) shall be due and payable in semiannual payments commencing on_______ , 2005, and continuing on the first day of November and May in each year thereafter until final maturity; (b) principal of this Bond shall be paid commencing on_______ and on May 1 and November 1 in each year thereafter until final maturity in the aggregate amount of principal installments as set forth on Exhibit A. Payment of the principal hereof and the interest due hereon shall be made by check mailed to the address of the registered owner of this bond as shown on the registration books maintained by the Issuer, or in such other manner and to such other address as the registered owner of this bond may designate. If any payment of the principal of or interest on this Bond shall be due on a day other than a Business Day (defined herein), such payment shall be made on the next Business Day with like effect as if made on the originally scheduled date. A "Business Day" is any day other than a Saturday or legal holiday in the State of Maryland observed as such by the Issuer.

In the event any payment hereon (whether principal, interest or both) is not paid when due and payable, such payment shall continue as an obligation of the Issuer and shall bear interest until paid at the rate of interest borne by this Bond.

This Bond, designated as "Town of Forest Heights, Maryland, Infrastructure Bond, 2005 Series A" (the "Bond"), is a general obligation of the Issuer, and has been duly issued by the Issuer for the purpose of providing a portion of the funds necessary for the following project: road repairs; and the payment of issuance costs, bond insurance premiums and other related costs. Unless paid from other sources, the Issuer covenants that so long as any portion of this Bond is outstanding and not paid, it shall levy annually, in the manner prescribed by law, a tax on all real and tangible personal property within its corporate limits subject to assessment for unlimited taxation, ad valorem taxes in rate and amount and sufficient, to provide for the payment of the principal of and interest on this Bond as the same become due and payable.

This Bond is issued pursuant to the authority of Section 2-204(16) (iv) of Article 83B of the Annotated Code of Maryland, as amended, and a Resolution of the Issuer adopted on February 16, 2005 (the "Resolution"). The full faith and credit of the Issuer are hereby irrevocable pledged to the payment of the principal of the Bond and the interest to accrue hereon.

This Bond is issued in connection with the Infrastructure Financing Program of the Community Development Administration, an agency in the Division of Development Finance of the Department of Housing and Community Development, a principal department of the government of the State of Maryland (the "Administration"). This Bond is subject to the terms and conditions of the Repayment Agreement dated as of _______ , between the Issuer and the Administration (the "Repayment Agreement").

This Bond is not subject to prepayment by the Issuer prior to June 1, 2015. On or after June 1, 2015, this Bond is subject to prepayment at the principal amount thereof, plus accrued interest thereon.

Notice of prepayment shall be given, the date of prepayment determined, and all prepayments of this Bond shall be applied in accordance with the provision of the Repayment Agreement.

The Issuer may treat the person in whose name this Bond is registered as the absolute owner hereof, whether or not this Bond shall be overdue, for the purpose of receiving payment thereof and for all other purposes whatsoever, and shall not be affected by any notice to the contrary, except as provided below.

This Bond is assignable and upon such assignment the assignor shall promptly notify the Issuer by certified mail, and the assignee shall surrender this Bond to the Issuer for transfer on the registration records and verification of the portion of the principal amount hereof and interest hereon paid or unpaid, and every such assignee shall take this Bond subject to such condition. In connection with any transfer of this Bond, the Issuer may make a charge sufficient to reimburse it for any tax, or other governmental charge required to be paid with respect to such transfer and any reasonable fees or expenses of the Issuer incurred in connection with such transfer.

Principal of this Bond is paid in annual installments and this Bond is subject to partial redemption without any notation of such payment being made on this Bond or the surrender of this Bond for cancellation and the issuance of a new Bond or Bonds in the amount of the unpaid principal hereof. Accordingly, the outstanding principal of this Bond may be less than the stated face amount hereof and any purchaser or transferee of this Bond should contact the Issuer and the prior owner of this Bond to ascertain the outstanding face amount hereof.

As declared by Section 2-204(16)(vi) of Article 83B of the Annotated Code of Maryland, as amended, this Bond shall have and possess all the attributes of negotiated instruments as provided in Article 31,§8 of the Annotated Code of Maryland, as amended. This Bond is issued with the intent that the laws of the State of Maryland shall govern its construction.

No recourse shall be had for the payment of the principal of, the interest on, or for any claim based hereon or on the Resolution against any elected or appointed official or employee, past, present or future of the Issuer or any agency thereof; and any such recourse, claim or liability is expressly waived by acceptance by the owner of the delivery of this Bond.

It is hereby certified and recited that each and every act, condition and thing required to exist, to be done, to have happened and to be performed precedent to and in the issuance of this Bond does exist, has been done, has happened and has been performed in full and strict compliance with the Constitution and laws of the State of Maryland, the Charter of the Issuer and the proceedings of the Issuer.

IN WITNESS WHEREOF, the Town of Forest Heights, Maryland has caused this Bond to be signed in its name by the manual or facsimile signature of its Mayor, its corporate seal t be affixed hereto and attested by the manual signature of the Town Clerk, as of this February 16, 2005.

ATTEST:

The Town of Forest Heights, Maryland

Bonita Anderson, Town Clerk

By: Paula R. Noble, Mayor

Certificate of Authentication

Date of Authentication: , 200_

This Bond is one of the bonds of designated SERIES A 2005 issued under the provisions of the within-mentioned Resolution.

The Town of Forest Heights, Maryland

Bonita Anderson, Town Clerk

(Form of Assignment) ASSIGNMENT

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto

_____________________________________________________

(Include Social Security or Other Identifying Number of Assignee)

_____________________________________________________

_____________________________________________________

(Name and Address including Postal Zip Code of Assignee)

the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints

______________________________________________________

attorney to transfer the within Bond on the books of the Issuer at the offices of the Issuer in [the]__________________________, Maryland or at the offices of its designated agent, with full power of substitution in the premises.

Date:

face

NOTICE: The signature to this assignment must Correspond with the name as it appears upon the

Of the within Bond in every particular, without Alteration or enlargement or any change whatever.

Signature guaranteed by:

(Bank, Trust Company or Firm)

(Authorized Signature)

BOND PAYMENT SCHEDULE

[Use the following paragraph (with necessary modifications) to clarify the amount to be paid under the schedule prepared by the Financial Advisor.

[Repayment Schedule to be Inserted.]

Each installment of Principal and Interest or Interest alone shall be the aggregate of amounts set forth in this Exhibit A for the date of such payment as shown under the heading designated "Debt Service."