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<br />e <br /> <br />EXHIBIT A <br /> <br />e <br /> <br />PAYING AGENT/REGISTRAR AGREEMENT <br /> <br />THIS AGREEMENT is entered into as of April 15, 1991 (the <br />"Agreement"), by and between the CITY OF LA PORTE, TEXAS (the "Issuer"), <br />and FIRST CITY, TEXAS - HOUSTON, N. A., Houston, Texas (the "Bank"), <br />a national banking association duly organized and operating under the laws of <br />the United States of America. <br /> <br />WHEREAS, the Issuer has duly authorized and provided for the issuance <br />of its "City of La Porte, Texas, Waterworks and Sewer System Revenue <br />Refunding Bonds, Series 1991" (the "Securities"), such Securities to be issued <br />in fully registered form only as to the payment of principal and interest <br />thereon; and <br /> <br />WHEREAS, the Securities are scheduled to be delivered to the initial <br />purchasers thereof on or about June 11, 1991; and <br /> <br />WHEREAS, the Issuer has selected the Bank to serve as Paying <br />Agent/Registrar in connection" with the payment of the principal of, premium, <br />if any, and in teres t on the Securi ties and with respect to the regis tra tion , <br />transfer, and exchange thereof by the registered owners thereof; and <br /> <br />WHEREAS, the Bank has agreed to serve in such capacities for and on <br />behalf of the Issuer and has full power and authority to perform and serve as <br />Paying Agent/Registrar for the Securitie's; <br /> <br />NOW, THEREFORE, it is mutually agreed as follows: <br /> <br />ARTICLE ONE <br />APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR <br /> <br />Section 1.01. Appointment. The Issuer hereby appoints the Bank to <br />serve as Paying Agent with respect to the Securities. As Paying Agent for <br />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 <br />become due and payable to the registered owners thereof, aU in accordance <br />with this Agreemen~ and the "Ordinance" (hereinafter defined). <br /> <br />The Issuer hereby appoints the Bank as Registrar with respect to the <br />Securities. As Registrar for the Securities, the Bank shall keep and maintain <br />for and on behalf of the Issuer books and records as to the ownership of said <br />Securities and with respect to the transfer and exchange thereof as provided <br />herein and in the Ordinance. <br /> <br />The Bank hereby accepts its appointment, and agrees to serve as the <br />Paying Agent and Registrar for the Securities. <br /> <br />Section 1.02. Compensation. As compensation for the Bank's services <br />as Paying Agent/Registrar, the Issuer hereby agrees to pay the Bank the fees <br />and amounts set forth in Schedule A attached hereto for the first year of this <br />Agreement and thereafter the fees and amounts set forth in the Bank's current <br />