08-ordinance authorizing the issuance and sale of the City's Combination Tax & Revenue Certificates of Obligation

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PAYING AGENT/REGISTRAR AGREEMENT THIS AGREEMENT is entered into as of April 1, 2010 (this "Agreement"), by and between the City of Paris, Texas (the "Issuer"), and The Bank of New York Mellon Trust Company, N.A., in Dallas, Texas, a national banking association duly organized and existing under the laws of the United States of America (the "Bank"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its Combination Tax and Revenue Certificates of Obligation, Series 2010 (the "Securities") in the aggregate principal amount of $3,005,000, such Securities to be issued in fully-registered form only as to the payment of principal and interest thereon; and WHEREAS, the Securities are scheduled to be delivered to the initial purchasers thereof on or about Apri1 8, 2010; and WHEREAS, the lssuer has selected the Bank to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on said Securities and with respect to the registration, transfer and exchange thereof by the registered owners thereof; and WHEREAS, the Bank has agreed to serve in such capacities for and on behalf of the Issuer and has full power and authority to perform and serve as Paying Agent/Registrar for the Securities; NOW, THEREFORE, it is mutually agreed as fallows: ARTICLE ONE APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR Section 1.01. Auuointment. The Issuer hereby appoints the Bank to serve as Paying Agent with respect to the Securities. As Paying Agent for the Securities, the Bank shall be responsible for paying on behalf of the Issuer the principal, premium (if any), and interest on the Securities as the same become due and payable to the registered owners thereof, all in accordance with this Agreernent and the "Order" (hereinafter defined). The Issuer hereby appoints the Bank as Registrar with respect to the Securities. As Registrar for the Securities, the Bank shall keep and maintain for and on behalf of the Issuer books and records as to the ownership of said Securities and with respect to the transfer and exchange thereof as provided herein and in the "Order." The Bank hereby accepts its appointment, and agrees to serve as the Paying Agent and Registrar for the Securities.