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HomeMy WebLinkAboutResolution - 6539 - Agreement - Bank One, Texas, NA - Payment & Interest On Bonds - 10_14_1999Resolution No. 6539 Oct. 14, 1999 Item No. 40 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an Agreement between the City of Lubbock and Bank One, Texas, NA of Forth Worth, Texas to serve as Paying Agent/Registrar in connection with the payment of the principal of, premium, if any, and interest on bonds issued by the City of Lubbock, and any other related documents. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this 14th day of October 199 2Y44 ., APPROVED AS TO CONTENT: Betsy Bucy �— Managing Director of Finance APPROVED AS TO FORM: Assistant City Attorney JMK:cp Ccdocs/BankOne.Res September 28, 1999 Bank One, Texas, NA Paying Agent/Registrar Agreement ISSUE AMOUNT ISSUER BOND DESCRIPTION SERIES DESIGNATION Resolution No. 6539 Oct. 14, 1999 Item No. 40 MASTER PAYING AGENUREGISTRAR AGREEMENT AGREEMENT entered into as of June 15, 1999 (this "Agreement"), by and between Bank One, Texas, N.A., a national association, duly organized and operating under the laws of the United States of America. ('Bank One") and the City of Lubbock organized and existing under the Constitution and laws of the State of Texas (the "Issuer"). RECITALS WHEREAS, the Issuer has duly authorized and provided for the issuance of its securities to be issued only in registered form, as to the payment of principal and interest thereon and titled for the following securities; General Obligation Refunding Bonds, Series 1985, $1,879,070; Combination Tax and Sewer System Revenue Refunding Bonds, Series 1988, $148,678.60; Combination Tax & Solid Waste Disposal System Revenue Certificates of Obligation, Series 1991, $225,000; Public Property Finance Contractual Obligations, Taxable Series 1991, $645,000; General Obligation Bonds, Series 1995, $3,760,000; Tax & Airport Surplus Revenue Certificates of Obligation, Series 1995, $205,000; Tax & Hotel Occupancy Tax Surplus Revenue Certificate of Obligation, Series 1995, $750,000; General Obligation Bonds, Series 1995A, $5,530,000; Tax & Waterworks (limited pledge) Certificate of Obligation, Series 1995, $8,500,000; General Obligation Refunding Bonds, Series 1997, $17,260,000; Electric Light & Power System Revenue Refunding Bonds, Series 1991A, $1,268,412.85; Electric Light & Power System Revenue Refunding Bonds, Series 1995, $12,170,000 WHEREAS, all things necessary to make the securities the valid obligations of the Issuer, in accordance with their terms, will be taken upon the issuance and delivery thereof, and WHEREAS, the Issuer has selected Bank One 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, Bank One 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 of the Securities; NOW THEREFORE, it is mutually agreed as follows: ARTICLE ONE APPOINTMENT OF BANK ONE, TEXAS, NA AS PAYING AGENT AND REGISTRAR Section 1.01. Appointment. The Issuer hereby appoints Bank One to serve as Paying Agent with respect to the Securities, to pay to the registered owners of the Securities 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 Agreement and the Ordinance (hereinafter defined). The Issuer hereby appoints Bank One to serve as Registrar with respect to the Securities and, as Registrar of the Securities, Bank One 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 of said Securities as provided herein and in the Ordinance. Bank One hereby accepts its appointment, and agrees to serve as, the Paying Agent and Registrar for the Securities. Section 1.02. Compensation. As compensation for Bank One's Services as Paying Agent/Registrar, the Issuer hereby agrees to pay Bank One the fees and amounts set forth in Annex A attached hereto for the remainder of the Fiscal Year during which this Agreement is executed and thereafter the fees and amounts set forth in Bank One's current fee schedule then in effect for services as Paying Agent/Registrar for municipalities, which shall be supplied to the Issuer on or before ninety (90) days prior to the close of the Fiscal Year of the Issuer, and shall be effective upon the first day of the following Fiscal Year. In addition, the Issuer agrees to reimburse Bank One upon its request for all reasonable expenses, disbursements and advances (including the reasonable compensation and expenses and disbursements of its agents and counsel) incurred or made by Bank One pursuant to, or as a result of, any of the provisions hereof. ARTICLE TWO DEFINITIONS Section 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: "Acceleration Date" on any Security means the date on and after which the principal or any or all installments of interest, or both, are due and payable on any Security which has become accelerated pursuant to the terms of the Security. _'Bank One Office" means the office of Bank One as indicated on page 11. Bank One will notify the Issuer in writing of any change in location of Bank One Office. "Fiscal Year" means the fiscal year of the Issuer ending September 30. "Holder" and "Security Holder" each means a Person in whose name a Security is registered in the Security Register. "Issuer Request" and "Issuer Order" means a written request or order signed in the name of the Issuer by an officer of the governing body of the Issuer or such other person names, or appointed by virtue of holding a particular position with the Issuer, in the Security Resolution as authorized to sign, and delivered to Bank One. "Ordinance" means the resolution, order, or ordinance of the governing body of the Issuer pursuant to which the Securities are issued, certified by the City Secretary of the Issuer and delivered to the Bank. "Person" means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Securities" of any particular Security means every previous Security evidencing all or a portion of the same obligation as that evidenced by such particular Security (and, for the purposes of this definition, any Security registered and delivered under Section 4.06 in lieu of a mutilated, lost, destroyed or stolen Security shall be deemed to evidence the same obligation as the mutilated, lost, destroyed or stolen Security. "Record Date" means date specified in the ordinance. "Redemption Date" when used with respect to any Security to be redeemed means the date fixed for such redemption pursuant to the terms of the Ordinance. "Responsible Officer" when used with respect to Bank One means the Chairman or Vice -Chairman of the Board of Directors, the Chairman or Vice - Chairman of the Executive Committee of the Board of Directors, the President, any Vice President, the Secretary, the Assistant Secretary, the Treasurer, and Assistant Treasurer, the Cashier, and Assistant Cashier, and Trust Officer or Assistant Trust Officer, or any other officer of Bank One customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject. "Security Register" means the books and records to be maintained by Bank One on behalf of the Issuer relating to the registration, transfer, exchange, and payment of the Securities. "Stated Maturity" means the date specified in the Ordinance as the fixed date on which the principal of the Security is scheduled to be due and payable. Section 2.02. Other Definitions. The terms 'Bank One," "Issuer" and "Security" have the meaning assigned to them in the recital paragraphs of this Agreement. The term "Paying Agent/Registrar" refers to Bank One when it is performing the functions associated with such terms in this Agreement. Section 2.03. Construction of Terms. If appropriate in the context of this Agreement, words of the singular shall be considered to include the plural, words of the plural shall be considered to include the singular, and words of the masculine, feminine, or neuter gender shall be considered to include the other genders. ARTICLE THREE PAYING AGENT Section 3.01. Duties of Paving Agent. As Paying Agent, Bank One shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the Issuer, pay on behalf of the Issuer the interests on each Security when due. Bank One shall compute the amount of interest to be paid each Holder, and shall prepare and send a check in such amount by United States mail (first class postage prepaid) on or prior to each interest payment date, to the Holder of each Security (or Predecessor Securities) whose name appears in the Security Register on the record date. Such checks shall be mailed in such manner to such Holder the address for each such Holder appearing on the Security Register, or shall be transmitted to such Holder on each interest payment date by such other method acceptable to Bank One, requested in writing by, and at the risk and expense of the Holder. Section 3.02. Payment Dates, The Issuer hereby instructs Bank One to pay the principal of and interest on the Securities at the dates specified in the Ordinance. ARTICLE FOUR REGISTRAR Section 4.01. Transfer and Exchange. Bank One agrees to keep and maintain for and on behalf of the Issuer at the Bank One Office, books and records (herein sometimes referred to as the "Security Register") for recording the names and addresses of the Holder of the Securities, the transfer, exchange and replacement of the Securities and the payment of the principal of and interest on the Securities to the Holders and containing such other information as may be reasonably required by the Issuer and subject to such reasonable regulation as the Issuer and Bank One may prescribe. All transfers, exchanges, and replacement of Securities shall be noted in the Security Register. Every Security certificate surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument or transfer, the signature on which has been guaranteed by an office of a bank, Trust Company or a member of the National Association of Securities Dealers, in form satisfactory to Bank One, duly executed by the Holder or his attorney duly authorized in writing. As a condition to effecting a re -registration, transfer or exchange of the Securities, the Registrar may request any supporting documentation it feels necessary to effect a re - registration, transfer or exchange of the Securities. To the extent possible and under reasonable circumstances, Bank One agrees that, in relation to an exchange or transfer of Securities, the exchange or transfer by the Holders thereof shall be completed and new Securities delivered to the Holder or the assignee of the Holder in not more then three (3) business days after the receipt of the Securities to be canceled in and exchange or transfer and the written instrument of transfer or request for exchange duly executed by the Holder, or his duly authorized agent, in form and manner satisfactory to the Paying Agent/Registrar. Section 4.02. Certificates. The Issuer shall provide the Registrar with an adequate inventory of Securities certificates to facilitate transfers. Bank One covenants that it will maintain the Securities certificates in safekeeping and will use reasonable care in maintaining such Securities certificates in safekeeping, which shall be not less than the level of care it maintains for debt securities of other governments or corporations for which it serves as registrar, or which it maintains for its own securities. Section 4.03. Form of Security Registrar. Bank One as Registrar will maintain the records of the Security Registrar in accordance with Bank One's general practices and procedures in effect from time to time. Bank One shall not be obligated to maintain such Register in any form other than those which Bank One has currently available and currently utilized at the time. The Security Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. Section 4.04. List of Security Holders. Bank One will provide the Issuer at any time requested by the Issuer, upon payment of the required fee, a copy of the information contained in the Security Register. The Issuer may also inspect the information in the Security Register at any time Bank One is customarily open for business, provided that reasonable time is allowed Bank One to provide an up-to-date listing or to convert the information into written form. Bank One will not release or disclose the content of the Security Register to any Person other than to, or at the written request of, an authorized officer or employee of the Issuer as specified in an Issuer Order, or as otherwise required by law. Upon receipt of a subpoena or court order or other legal proceedings, Bank One will notify the Issuer so that the Issuer may contest the same. Section 4.05. Return of Canceled Certificates. The bank will destroy all cancelled Securities pursuant to the Securities Exchange Act of 1934. Section 4.06. Mutilated, Destroyed, Lost, or Stolen Securities Certificates. The Issuer hereby instructs Bank One to deliver and issue Securities certificates in exchange for or in lieu of mutilated, destroyed, lost or stolen Securities certificates as long as the same does not result in an overissuance. Bank One will issue and deliver a new Security certificate in exchange for a mutilated Security certificate surrendered to it. Bank One will issue a new Security certificate in lieu of a Security certificate for which it received written representation from the Holder that the certificate representing such Security is destroyed, lost, or stolen; without the surrender or production of the original certificate. Bank One will pay on behalf of the Issuer the unpaid principal and premium, if any, of a Security at the Stated Maturity or on the Redemption Date or Acceleration Date, for which it receives written representation that the certificate representing such Security is destroyed, lost, or stolen without the surrender or production of the original certificate. Bank One will not issue a replacement Security certificate or pay such replacement Security certificate unless there is delivered to Bank One such security or indemnity as it may require (which may be by Bank One's Blanket Lost Original Instruments Bond) to save both Bank One and the Issuer harmless. On satisfaction of Bank One and the Issuer that a Security certificate has been mutilated, destroyed, lost, or stolen, the certificate number on the mutilated, destroyed, lost, or stolen Security certificate will be canceled with a notation that it has been mutilated, destroyed, lost or stolen and a new Security certificate will be issued of the same series and of like tenor and principal amount bearing a number (according to the Security Register) not contemporaneously outstanding. Bank One may charge the Holder Bank One's fees and expenses in connection with issuing a new Security certificate in lieu of or exchange for a mutilated, destroyed, lost, or stolen Security certificate. The Issuer hereby accepts Bank One's current Blanket Lost Original Instrument Bond for lost, stolen, or destroyed certificates and any future substitute bond for lost, stolen, or destroyed certificates that Bank One may arrange; and agrees that the coverage under any such. bond is acceptable to it and meets the Issuer's requirements as to security or indemnity. Bank One need not notify the Issuer of any changes in the security or other company giving such bond or the terms of such bond. At any time Bank One is customarily open for business, the Blanket Lost Original Instrument Bond then utilized for the purpose of lost, stolen, or destroyed certificates by Bank One shall be available for inspection by the Issuer on request. The Issuer hereby accepts Bank One's indemnity to replace Security certificates destroyed or lost while in the possession or under the control of Bank One. Section 4.07. Transaction Information to Issuer. Bank One will, within a reasonable time after receipt of an Issuer Request; furnish the Issuer information as to the Securities it has paid pursuant to 3.01, Security certificate it has delivered upon the transfer or exchange of any Security certificates pursuant to Section 4.01, and Security certificates it has delivered in exchange for or in lieu of mutilated, destroyed, lost, or stolen Security certificates pursuant to Section 4.06. ARTICLE FIVE BANK ONE, TEXAS, NA Section 5.01. Duties of Bank One, Texas, NA. Bank One, Texas, NA undertakes to perform the duties set forth herein and agrees to use reasonable care in the performance thereof. Section 5.02. Reliance on Documents, Etc. (a) Bank One may conclusively rely, as to the truth of the statements and correctness of the opinions expressed therein, on certificates of opinions furnished to Bank one by the Issuer. (b) Bank One shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved in a court of competent jurisdiction that Bank One was negligent in ascertaining the pertinent facts. (c) No provision of the Agreement shall require Bank One to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risk or liability is not assured to it. (d) Bank One may rely and shall be protected by the Issuer against any claim by the Issuer or any other Person in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. Without limiting the generality of the foregoing statement, Bank One need not examine the ownership of an Securities, but is protected in acting upon receipt of a Security certificate containing an endorsement of instruction of transfer or power of transfer which appears on its face to be signed by the Holder or any agent of the Holder. Bank One shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security, or other paper or document supplied by the Issuer. (e) Bank One may consult with legal counsel, and the written advice of such counsel or any opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered, or omitted by it hereunder in good faith and in reliance therein; provided that any such written advice or opinion is supplied to the Issuer by Bank One. (f) Bank One may exercise any of the powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of Bank One. Section 5.03. Recitals of Issuer. The recitals contained herein other than any recital relating to the power and authority of Bank One under the Agreement and in the Securities shall be taken as the statements of the Issuer, and Bank One assumes no responsibility for their correctness. Bank One shall in no event be liable to the issuer, any Holder of any Security or any other Person for any amount due on any Security from its own funds. Section 5.04. May Hold Securities. Bank One, in its individual or any other capacity, may become the owner of pledgee of Securities and may otherwise deal with the Issuer with the same rights it would have if it were not the Paying Agent/Registrar, or any other agent; provided that such dealings do not result in a breach of any duties or agreements imposed by this Agreement. Section 5.05. Moneys Held by Bank One. Funds held by Bank One hereunder need not be segregated from any other funds provided appropriate accounts are maintained in the name and for the benefit of the Issuer. Bank One shall be under no liability for interest on any money received by it hereunder. Subject to the provisions of Title 6 of the Texas Property Code, any money deposited with Bank One for the payment of the principal, premium, if any, or interest on any Security and remaining unclaimed for three (3) years following the stated maturity, Bank One shall, except as otherwise directed by the Issuer, upon Issuer order, return to the Issuer. The Holder of such Security shall thereafter look only to the Issuer for payment thereof, and all liability of Bank One with respect to such money shall thereupon cease. Moneys held by Bank - The Bank shall deposit any moneys received from the Issuer into an account to be held in a fiduciary capacity for the payment of the Securities, with such moneys in the account that exceed the deposit insurance, available to the Issuer, provided by the Federal Deposit Insurance Corporation to be fully collateralized with securities or obligations that are eligible under the laws of the State of Texas and to the extent practicable under the laws of the United States of America to secure and be pledged as collateral for trust accounts until the principal and interest on such securities have been presented for payment and paid to the owner thereof. Payments made from such trust account shall be make by check drawn on such trust account unless the owner of such Securities shall, at its own expense and risk, request such other medium of payment. Section 5.06. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify Bank One its Directors, officers and employees, and hold it harmless against, any loss, liability or expense incurred by Bank One without negligence or bad faith on Bank One's part, arising out of or in connection with its acceptance or administration of Bank One's duties hereunder, including the cost and expense (including Bank One's counsel fees) of defending against any claim or liability in connection with the exercise or performance of any of Bank One's powers or duties under this Agreement. Section 5.07. Interpleader. The Issuer and Bank One agree that Bank One may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, in any Federal or State District Court located in the State and County where either the Bank One Office or the Administrative Office of the Issuer in located, and agree that service of process by certified or registered mail, return receipt requested, to the address referred to in Section 6.03 of this Agreement shall constitute adequate service. Section 5.08. Depository Services. It is hereby represented and warranted that, in the event other Securities are otherwise quantified and accepted for Depository Trust Company or equivalent depository trust service by other organization, Bank One has the capability and, to the extent within its control, will comply with the operational arrangements, which established requirements for securities to be eligible for such typed depository trust services, including but not limited to, requirement of the timeliness of payments and funds availability, transferred turnaround time, and notification of redemptions and calls. ARTICLE SIX MISCELLANEOUS PROVISIONS Section 6.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. Section 6.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. Section 6.03. Notices. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the Issuer or Bank One shall be mailed or delivered to the Issuer or Bank One, respectively, at the address shown on Page 11. Section 6.04. Effect of Headings. The Article and Section headings herein are for convenience only and shall not effect the construction hereof. Section 6.05. Successors and Assigns. All covenants and agreements herein by the Issuer and Bank One shall bind their respective successors and assigns, whether so expressed or not. Section 6.06. Severability. In case any provision herein shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be effected or impaired thereby. Section 6.07. Benefits of Agreement. Nothing herein, expressed or implied, shall give to any Person, other than the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. Section 6.08. Entire Agreement. This Agreement and the Ordinance constitute the entire agreement between the parties hereto relative to Bank One acting as Paying Agent/Registrar; and if any conflict exists between this Agreement and the Ordinance, the Ordinance shall govern. Section 6.09. Counterparts. This Agreement may be executed in any number of counterparts, each which shall be deemed an original and all of which shall constitute one and the same Agreement. Section 6.10. Termination. This Agreement will terminate (i) on the date of final payment of the principal of and interest on the Securities to the Holders thereof, or (ii) may be earlier terminated by either party upon sixty (60) days written notice; provided, however, an early termination of this Agreement by either party shall not be effected until (a) a successor Paying Agent/Registrar has been appointed by the Issuer and such appointment accepted, and (b) notice given to the Holders of the Securities of the appointment of a successor Paying Agent/Registrar by the Issuer. Furthermore, Bank One and Issuer mutually agree that the effective date of any early termination of this Agreement shall not occur at any time which would disrupt, delay, or otherwise adversely effect the payment of the Securities. Upon an early termination of this Agreement, Bank One agrees to promptly transfer and deliver the Security Register (or a copy thereof), together with other pertinent books and records relating to the Securities, to the successor Paying Agent/Registrar designated and appointed by the Issuer. The resigning Paying Agent/Registrar may petition any court of competent jurisdiction for the appointment of a successor Paying Agent/Registrar if an instrument of acceptance by a successor Paying Agent/Registrar has not been delivered to the resigning Paying Agent/Registrar within sixty (60) days after the giving of such notice resignation. The provisions of Section 1.02 and of Article Five shall survive, and remain in full force and effect following the termination of this Agreement. Section 6.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Texas. Section 6.12 Compliance with Applicable Laws Bank One shall comply with all applicable federal, state and local laws, statutes, ordinances, rules and regulations relating, in any way, manner or form, to the activities under this Agreement, and any amendments thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. WINDY SITT , MAYOR A ST: 164�v 11�ayty arnell, City Secretary APPROVED AS TO CONTENT: Betsy Bucy, Managing Director of Finance APPROVED AS TO FORM: 40�- William de Haas, Competition and Contracts Manager Att Title: ce resL ent Bank One, Texas, NA By: a Ann Kelsey Title: Vice President Ij Mailing Address: Bank One, Texas, NA Corporate Trust Department 500 Throckmorton St., Suite 801 Fort Worth, Texas 76102 March 9, 1999 Page 1 of 2 Annex A Bank One, Texas, NA Registrar and Paying Agency Resolution No.6539 Oct. 14, 1999 Item No. 40 RE: City of Lubbock, Texas GO Refunding Bonds, Series 1985, $1,879,070; Combination Tax and Sewer System Revenue Refunding Bonds, Series 1988, $148,678.60; Combination Tax & Solid Waste Disposal System Revenue CO, Series 1991, $225,000; Public Property Finance Contractual Obligations, Taxable Series 1991, $645,000; GO Bonds, Series 1995, $3,760,000; Tax & Airport Surplus Revenue CO, Series 1995, $205,000; Tax & Hotel Occupancy Tax Surplus Revenue CO, Series 1995, $750,000; GO Bonds, Series 1995A, $5,530,000; Tax & Waterworks (limited pledge) CO, Series 1995, $8,500,000; GO Refunding Bonds, Series 1997, $17,260,000; Electric Light & Power System Revenue Refunding Bonds, Series 1991A, $1,268,412.85; Electric Light & Power System Revenue Refunding Bonds, Series 1995, $12,170,000 Acceptance or Conversion Fees ...................................... ................ $ - 0 - Including acceptance of contractual responsibility and establishment of administrative records and procedures to comply with the trust documents. Annual Administration Fee (per issue) Out-of-pocket Expenses: ............... $350.00 A charge of 8% of the annual fees will be added to cover ordinary business expenses for postage, checks, stationery, printing, messenger deliveries, and telephone. Expenses for extraordinary services, such as, but not limited to, travel, legal, securities delivery, legal notice publication will be billed additionally. Additional Terms and Conditions: Acceptance of the appointment is subject to terms of the transaction and document provisions being satisfactory to the bank The fees quoted in this letter apply to services ordinarily rendered in the administration of a Registrar/Paying Agency. They are subject to reasonable adjustment based on final review of documents. Fees can also be adjusted when the Agent is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to r EMK ONE. March 9, 1999 Page 2 of 2 and not contemplated in the agreement, including but not limited to document amendments and revisions, nonstandard cash and/or investment transactions, calculations, notices, and reports, and default administration will be billed as Extraordinary Time Charges. Extraordinary Time Charge, if any.................................................................. $200 per hour (see below) The Acceptance Fee and the first year Annual Administration Fee are payable at the transaction closing. Annual Administration fees cover a full year in advance, or any part thereof, and thus are not prorated in the year of termination. Collected funds must be on deposit prior to disbursement of payments. In addition, Bank One has the use of funds deposited to pay checks that have not yet been presented for payment. No interest shall be paid to the client on these funds, it being understood that the float on these funds is considered in the calculation of our fees. For depository eligible or book entry securities, funds to pay debt service must be on deposit in sufficient time to enable compliance with the Some Day Funds Payment Guidelines promulgated by the securities depositories and the SEC. r BWKEONF.