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<br />e <br /> <br />e <br /> <br />EXHIBIT A <br /> <br />PAYING AGENT/REGlSTRAR AGREEMENT <br /> <br />THIS PAYING AGENT/REGlSTRAR AGREEMENT entered into as of March 15, 2000 (the <br />"Agreement"), by and between the CITY OF LA PORTE, TEXAS (the "Issuer"), and CHASE BANK OF TEXAS, <br />NATIONAL ASSOCIATION, a banking association duly organized and existing under the laws of the United States <br />of America (the "Bank"). <br /> <br />RECITALS <br /> <br />WHEREAS, the Issuer has duly authorized and provided for the issuance of its "City of La Porte, Texas <br />Certificates of Obligation, Series 2000" (the "Securities"), such Securities to be issued in fully registered form only <br />as to the payment of principal and interest thereon; <br /> <br />WHEREAS, the Securities are scheduled to be delivered to the initial purchaser thereof as provided in the <br />"Ordinance" (hereinafter defined); <br /> <br />WHEREAS, the Issuer has selected the Bank to serve as Paying Agent/Registrar in connection with the <br />payment of the principal of, premium, if any, and interest on the Securities and with respect to the registration, <br />transfer, and exchange thereof by the registered owners thereof; <br /> <br />WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full <br />power and authority to perform and serve as Paying Agent/Registrar for the Securities; <br /> <br />NOW, THEREFORE, it is mutually agreed as follows: <br /> <br />ARTICLE I. APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR <br /> <br />Section 1.01. Appointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to <br />the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer <br />the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered <br />owners thereof, all in accordance with this Agreement and the Ordinance. <br /> <br />The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the <br />Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of <br />said Securities and with respect to the transfer and exchange thereof as provided herein and in the Ordinance. <br /> <br />The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the <br />Securities. <br /> <br />Section 1.02. Compensation. As compensation for the Bank's services as Paying Agent/Registrar, the <br />Issuer hereby agrees to pay the Bank the fees and amounts set forth in Schedule A attached hereto for the first year <br />of this Agreement and thereafter the fees and amounts set forth in the Bank's current fee schedule then in effect for <br />services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before 90 days <br />prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal <br />Year. <br /> <br />In addition, the Issuer agrees to reimburse the Bank upon its request for all reasonable expenses, <br />disbursements and advances incurred or made by the Bank in accordance with any of the provisions hereof <br />(including the reasonable compensation and the expenses and disbursements of its agents and counsel). <br /> <br />A-I <br />