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AGREEMENT RELATING TO PAYING AGENCY, <br />REGISTRAR AND TRANSFER AGENCY <br />THIS AGREEMENT made this 6th day of November, 1987, by <br />and between the City of Little Canada, County of Ramsey, <br />Minnesota (the Issuer) and First Trust Company, Inc. (the <br />Registrar), a corporation duly organized and existing under the <br />laws of the State of Minnesota, WITNESSETH that the Issuer has <br />by resolution adopted November 4, 1987 a certified copy of <br />which is attached hereto as Exhibit A, authorized the issuance <br />of $155,000 GO Improvement Bonds of 1987 (the Bonds); and that <br />the Issuer has designated the Registrar as the paying agent, <br />registrar and transfer agent for the Bonds. <br />NOW THEREFORE, the Issuer and the Registrar, each in <br />consideration of the representations, covenants and agreements <br />of the other as set forth herein, mutually represent, covenant <br />and agrees as follows: <br />Section 1. Registrar's Duties. <br />1.1 Register. The Registrar shall keep at its <br />principal cOtporate trust office a Bond Register in which the <br />Register shall provide for the registration of ownership of the <br />Bonds and the registration of transfers and exchanges of the <br />Bonds entitled to be registered, transferred or exchanged. <br />1.2 Transfer of Bonds. Upon surrender to the <br />Registrar for transfer of any Bond duly endorsed by the <br />registered owner thereof or accompanied by a written instrument <br />of transfer, in form satisfactory to the Registrar duly <br />executed by the registered owner thereof or by an attorney duly <br />authorized by the registered owner in writing, together with a <br />guarantee of the signature satisfactory to the Registrar, the <br />Registrar shall authenticate and deliver, in the name of the <br />designated transferee or transferees, one or more new Bonds of <br />a like aggregate principal amount and maturity, as <br />Page 45 <br />