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-66- <br /> <br />DISSEMINATION AGENT AGREEMENT <br /> <br /> THIS DISSEMINATION AGENT AGREEMENT (the "Dissemination Agreement"), <br />dated as of the 1st day of November, 2002, by and between the City of Ramsey, Minnesota, <br />15153 Nowthen Boulevard Northwest, Ramsey, MN 55303 (the "Issuer") and Northland <br />Securities, Inc., 45 - South 7th Street, Suite 2500, Minneapolis, YIN 55402 ("the Dissemination <br />Agent") in connection with bond issues of the Issuer (the "Bond Issues") identified in Exhibit A <br />which is attached to and by reference made a part of this Dissemination Agreement: <br /> <br /> The Issuer and the Dissemination Agent covenant and agree as follows with respect to the <br />Bond Issues: <br /> <br /> SECTION 1. Definitions. the following capitalized terms shall have the following <br />meanings: <br /> <br /> "Annual Report" shall mean the document or documents filed by the Dissemination <br />Agent with a National Repository or State repository pursuant to this Dissemination Agreement. <br /> <br /> "Annual Report Data" shall mean the Issuer's audited financial statements, such other <br />financial information and operating data for each Bond Issue as may be requested by the <br />Dissemination Agent to compile the Annual Report, and information collected by the <br />Dissemination Agent (such as data from the county auditor). <br /> <br /> "Continuing Disclosure Agreement" shall mean that certain agreement or undertaking <br />executed by the Issuer at the time of issuance of the bond issues listed in Exhibit A. <br /> <br /> "Disclosure Representative" shall mean the Administrator of the Issuer or his or her <br />designee, or such other officer or employee as the Issuer shall designate in writing to the <br />Dissemination Agent from time to time. <br /> <br /> "Listed Events" shall mean any of the material events listed in Section 5(a) of this <br />Dissemination Agreement. <br /> <br /> "National Repository" shall mean any Nationally Recognized Municipal Securities <br />Information Repository for purposes of the Rule. Attached to and by reference made a part of <br />this Dissemination Agreement is Exhibit B, 'a current list o.f National Repositories. <br />Notwithstanding anything to the contrary contained herein, Exhibit B may be amended from time <br />to time by the Dissemination Agent, following the designation of additional National <br />Repositories or loss of such status by an existing National Repository, by delivering a notice of <br />amendment and an amended Exhibit B to the Issuer. <br /> <br /> "Rule" shall mean Rule 15c2~12(b)(5) adopted by the Securities and Exchange <br />Commission under the Securities Exchange Act of 1934, as the same may be amended from time <br />to time. <br /> <br />Ramsey Page 1 10/30/2002 <br /> <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br />I <br /> <br /> <br />