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-~~- <br />May 21, 2012 <br />Troy Adams <br />ELK RIMER 1VIUNICIPAL UTILITIES <br />P.O. Box 430 <br />13069 ~}rono Parkway <br />Elk River, MIq 55330-0430 <br />Re: Disclosure Acknowledgement Letter <br />Dear Mr. Adams: <br />As discussed, Central Minnesota Municipal Power Agency ("CMMPA"), is issuing <br />$34.535.000x00 of Brookings -Southeast Twin Cities Transmission Project Revenue Bonds, <br />Series 2012 (the "Bonds") to finance the construction of CMMPA's 3.6 Percentage Interest in <br />the CapX Brookings -Southeast Twin Cities Transmission Project. In order to meet its <br />obligations and to enable CMMPA to satisfy the mandatory disclosure requirements of Rule <br />15c2-12 of the federal Securities and Exchange Commission ("SEC") (the "Rule") CMMPA <br />requests your utility's cooperation. <br />CMMPA is required by the Rule to enter into a "Continuing Disclosure Agreement" ~~ <br />CMMPA's trustee ("Trustee"), which will obligate CMMPA to provide the same type of <br />financial information about your utility which was included in the ®fficial Statement (the <br />"Cfficial Statement") for the Bonds, to anSEC-approved repository, until the Bonds have been <br />paid off. According to the language of the Rule, your municipality becomes an "obligated <br />person" subject to the continuing disclosure requirements by virtue of the use of this information <br />in CMMPA's ®fficial Statement. <br />The information requested includes your utility's audited financial statements and <br />updated information contained in Appendix A of the ®fficial Statement. CMMPA currently has <br />the right to request such information under Section 703 of the Brookings -Twin Cities <br />Transmission Project Agreement dated February 14, 2011 (the "Transmission Project <br />Agreement"). CMMPA will be requesting updates of this information and audited financial <br />statements each year hereafter. <br />It is the understanding of CMMPA that your municipality's current fiscal year is <br />January 1 to December 31. If it is incorrect, please notify CMMPA immediately. Promptly <br />notify CMMPA of any change in this fiscal year, together with details about how the change will <br />be implemented for financial reporting purposes. <br />CENTRAL I~BIVIVES®~'A N9UN~CIPAL P®INER AGENCY <br />459 South Grove Street Blue Earth, Rinnesota 56013 507-52b-2193 <br />