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ESCROW AGREEMENT
<br />City of Paris
<br />Waterworks and Sewer System
<br />Revenue Refunding Bonds,
<br />Series 1983
<br />THIS ESCROW AGREEMENT, dated as of June 15, 1983
<br />(herein, together with any amendments or supplements hereto,
<br />called the "Agreement") is entered into by and between the
<br />City of Paris, Texas (herein called the "Issuer") and
<br />InterFirst Bank Dallas, National Association, Dallas, Texas,
<br />as escrow agent (herein, together with any successor in such
<br />capacity, called the "Escrow Agent").
<br />W I T N E S SETH:
<br />i WHEREAS, the Issuer's Watetworks and Sewer System
<br />;Revenue Bonds, Series 1957, Series 1957-A, Series 1962,
<br />?Series 1973-A and Series 1973-B, the Issuer,'s Waterworks and
<br />iSewer System Junior Lien Revenue Bonds, Series 1966,
<br />?(collectively the "Refunded Bonds") were issued pursuant to
<br />lvarious ordinances (the "Refunded Bond Ordinances") which
<br />lprovide that the Refunded Bonds shall mature serially in
<br />~such years, bear interest at such rates and have debt
<br />~service at the times and in the amounts set forth in Exhibit
<br />;A attached hereto and made a part hereof; and
<br />;
<br />WHEREAS, when the firm banking arrangements have been
<br />made for the payment of principal and interest to maturity
<br />for all of the Refunded Bonds, then such Refunded Bonds
<br />shall no longer be regarded as outstanding except for the
<br />purpose of receiving payment from the Funds provided for
<br />,such purpose; and
<br />I WHEREAS, Article 717k, Vernon's Texas Civil Statutes,
<br />!authorizes the Issuer to issue refunding bonds and to
<br />i deposit the proceeds from the sale thereof, and any other
<br />available funds or resources, directly with one of the
<br />iplaces of payment (paying agent) for the Refunded Bonds
<br />having the largest capital and surplus, and such deposit, if
<br />~made before such payment dates, shall constitute the making
<br />of firm banking and financial arrangements for the discharge
<br />~ and final payment of the Refunded Bonds; and
<br />~ WHEREAS, Article 717k further authorizes the Issuer to
<br />enter into an escrow agreement with any paying agent or
<br />trustee for the Refunded Bonds with respect to the safe-
<br />keeping, investment, reinvestment, administration and
<br />;disposition of any such deposit, upon such terms and condi-
<br />~tions as the Issuer and such paying agent or trustee may
<br />'agree, provided that such deposits may be invested and
<br />reinvested only in direct obligations of the United States
<br />of America, including obligations the principal of and
<br />interest on which are unconditionally guaranteed by the
<br />United States of America, and which may be in book entry
<br />form, and which shall mature and/or bear interest payable at
<br />such times and in such amounts as will be sufficient to
<br />provide for the scheduled payment of the Refunded Bonds; and
<br />WHEREAS, the Escrow Agent is one of the paying agents
<br />for the Refunded Bonds having the largest capital and
<br />surplus, and this Agreement constitutes an escrow agreement
<br />of the kind authorized and permitted by said Article 717k;
<br />and
<br />WHEREAS, the Issuer has adopted an ordinance (the
<br />"Refunding Bond Ordinance") authorizing the issuance of
<br />$3,110,000 City of Paris Waterworks and Sewer System Revenue
<br />
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