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2503-RSID SOUTH HILLS PAYING AGENTY & REGISTRAR AGREEMENT r!Li~!!;!:!'~;~9 Corporate Trust Services 1420 Fifth Avenue Sherrie L. Pantle, CCTS 7th Floor Vice President PD-WA-T7CT Phone: (206) 344-4676 Seattle, WA 98101 FAX: (206) 344-4632 Email: sherrie.oantle(il;usbank.com August8,2007 VIA UPS 2-DA Y Ms. Bonnie Ramey, County Clerk Jefferson County 201 Centennial Boulder, MT 59632 RE: Jefferson County, Montana, Rural Special Improvement District No. 2503 Bond, 2007 Dear Ms. Ramey: Enclosed please find two copies of our standard Paying Agent and Registrar Agreement for the issue referenced above. This transaction is scheduled to close on August 14, 2007. The agreement supplements the provisions in the County's Resolution and sets forth the specific duties and terms of our relationship with you as Paying Agent. Please sign both copies on Page 6 and return one copy to my attention at your earliest convenience. Thank you for naming U.S. Bank National Association as Paying Agent on this issue. We look forward to serving you in this capacity. Very truly yours, Vice President ------ -- . . .. PAYING AGENCY AND REGISTRAR AGREEMENT This Paying Agency and Registrar Agreement ("Agreement"), dated as of August 14, 2007, is by and between Jefferson County, Montana (the "Issuer") and U.S. Bank National Association (the "Paying Agent"). The Issuer has appointed the Paying Agent for its Rural Special Improvement District No. 2503 Bonds (the "Bonds"), issued pursuant to a Resolution duly adopted by the Issuer. WITNESSETH The Issuer has issued the Bonds described as follows: Name of Issue: Jefferson County, Montana, Rural Special Improvement District No. 2503 Bonds Date of Issue: August 1, 2007 Total Issue: $783,000 Interest Payment Dates: Each January 1 and July 1, commencing January 1, 2008 Record Dates: June 15 and December 15 ARTICLE 1: Definitions: Governinq Statutes and Requlations Section 1.1 Definitions. Unless the context clearly requires otherwise, the definitions in this section apply throughout this Agreement. (a) "Applicable law" means the relevant state statutes of Montana. (b) "Authorized Officer" means the Chairman, Treasurer or Clerk of the Issuer, and any other officer designated from time to time as an Authorized Officer of the Issuer by written direction of the Issuer. (c) "Bond Register" means the list of holders of the Issuer's Bonds, which, unless otherwise specifically stated in the instruments authorizing the issuance of the Bonds, shall be maintained by the Paying Agent in accordance with Section 2.10 hereof. (d) "Bonds" means any agreement represented by a physical instrument, including notes, warrants, or certificates of indebtedness, which evidences an indebtedness of the Issuer or a fund thereof, where the Issuer agrees to pay a specified amount of money, with or without interest, at a designated time or times to the bearer upon maturity of principal and/or interest. (e) "Business Day" means any day other than (i) a Saturday or a Sunday, (ii) a day on which commercial banks in New York, New York are authorized or obligated by law or executive order to close, or (iii) a day on which commercial banks in the 1 I J city or cities in which are located the Principal Office of the Paying Agent is closed. (f) RESERVED. (g) "Paying Agent" means paying agent, transfer agent, authenticating agent and registrar named to perform the agency relationship created by this Agreement, and includes U.S. Bank National Association and any bank or trust company retained by U.S. Bank National Association as Paying Agent. (h) "Principal Office" means (i) when used with respect to the Paying Agent, the principal corporate trust office of the Paying Agent, which at the date of this Agreement is located in Seattle, Washington, provided that with respect to payments on the Bonds and any exchange, transfer, or surrender of the Bonds, means U.S. Bank National Association, 60 Livingston Avenue, St. Paul, Minnesota 55107. or such other location designated in writing by the Paying Agent ("Designated Office"). Section 1.2 Governinq Statutes and Requlations. This agreement is to be governed by and comply with the terms and conditions of the following: (a) "Applicable law" as defined in 1.1 (a); and (b) The Securities and Exchange Commission and other regulatory agencies, to the extent of their applicable jurisdiction governing the Bonds and securities transfer industry. ARTICLE 2: Payinq Aqent's Duties Section 2.1 Payment of Principal and Interest. (a) The Paying Agent shall pay, from funds received from the Issuer, such of the interest on the Bonds as is due on each stated interest payment date by check or draft on the interest payment date, to the registered owners of the Bonds as of the close of business on the Record Date (as such term is defined in the instrument pursuant to which the Issuer authorized the Bonds), (b) The Paying Agent shall pay such of the principal of the Bonds as is due on the stated payment dates, with the funds received from the Issuer, upon surrender of the Bonds to the Designated Office for payment. (c) Under no circumstances shall the Paying Agent be obligated to make principal and/or interest payments next due unless and until the Issuer or its agent has delivered to the Paying Agent, in immediately available funds, the full amount of principal and/or interest due. (d) In the event a principal and/or interest payment date is not a Business Day, the Paying Agent shall make the principal and/or interest payment on the following 2 ---------- Business Day with the same effect as if it had been made on the date scheduled for such payment. (e) If any Bonds are registered in the name of the Depository Trust Company or its nominee, payment of principal, premium, if any, and interest on those Bonds shall be made in the manner set forth in the Issuer's Letter of Representation. Section 2.2 Transfer or Exchanqe of Bonds. Upon surrender to the Paying Agent for transfer of any Bond or exchange of such Bond or Bonds duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Paying Agent duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, together with a guarantee of the signature satisfactory to the Paying Agent (and such other documentation as the Paying Agent reasonably may require), the Paying Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Paying Agent may impose its customary fee for the delivery of one or more new Bonds to the registered owner. Section 2.3 Cancellation of Bonds. All Bonds surrendered upon any transfer or exchange shall be promptly canceled by the Paying Agent and thereafter destroyed. A Certificate of Destruction evidencing the destruction of the Bonds shall be furnished to the Issuer upon request. Section 2.4 Taxes, Fees and Charqes. For every transfer or exchange of Bonds, the Paying Agent may impose upon the owner thereof a charge sufficient to payor reimburse the Paying Agent for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. Section 2.5 Mutilated. Lost, Stolen or Destroyed Bonds. The Paying Agent may authenticate and deliver new certificates in substitution for certificates for any Bond represented to have been lost, destroyed or stolen, or in exchange for any certificate represented to have been mutilated, upon receiving an indemnity satisfactory to the Paying Agent. In the case of a Bond lost, destroyed or stolen, the owner must file with the Paying Agent evidence satisfactory to the Paying Agent that such Bond was lost, destroyed or stolen, and of the ownership thereof. All expenses associated with procuring such indemnity and with the preparation, authentication and delivery of a new Bond shall be borne by the registered owner of the lost, destroyed, stolen or mutilated Bond. In the event that a lost, destroyed, stolen or mutilated Bond shall have matured or been called for redemption, such Bond shall be paid, and no new Bond shall be issued in lieu thereof or in exchange therefor. Section 2.6 Notice of Redemption. As applicable in connection with mandatory Bond redemptions that are scheduled and fixed in amount under the documents authorizing issuance of the Bonds and except as otherwise stated in such documents, or upon timely receipt of written notification from the Issuer of any other Bond redemption, the Paying Agent shall send notice of redemption by first class mail to the registered owner of any Bonds to be redeemed not more than sixty (60) days and not less than thirty (30) days prior to the redemption date. Wherever necessary, the Paying Agent will comply with the minimum standards endorsed by the Securities and Exchange Commission for securities redemption notices, including notice to 3 . J all registered Bond depositories and to national information services that disseminate redemption notices. Section 2.7 Instructions from Issuer. At any time, the Paying Agent may apply to an Authorized Officer for instructions and may consult counsel for the Issuer or nationally recognized bond counsel with respect to any matter arising in connection with this Agreement and it shall not be liable for any action taken or omitted by it in good faith in accordance with such instructions or upon the advice or opinion of such Issuer's counsel. The Paying Agent shall be protected in acting upon any paper or document believed by it in good faith to be genuine and to have been signed by any Authorized Officer and shall not be held to have notice of any change of authority of any Authorized Officer until receipt by it of written notice thereof by the Issuer. The Paying Agent shall also be protected in recognizing Bonds that it reasonably believes bear the manual or facsimile signatures of the Authorized Officers of the Issuer. The Paying Agent shall not be responsible, for any reason, for any action taken nor omitted to be taken by it in good faith or for anything whatever in connection with this Agreement or any of the Bonds except for its own gross negligence, willful misconduct or bad faith in the performance of any duty to be performed by the Paying Agent hereunder. Section 2.8 Records and Reports. The Paying Agent shall maintain appropriate registration books for the registration of the Bonds and the registration of transfer and exchange of the Bonds. The Paying Agent shall send to the Issuer, upon request, a report of all money received and all payments made during the preceding period. Upon request of the Issuer, the Paying Agent will provide data relating to the number of issues and amounts of Bonds redeemed and destroyed. Section 2.9 Nondisclosure of Ownership. The files and materials kept by the Paying Agent pursuant to this Agreement, including registration books and the records of registered Bond ownership, are not public records and the Paying Agent shall not release to or disclose to other persons the registered ownership of the Bonds of the Issuer, except as directed in writing by the Issuer. Any files, records or materials in the possession of the Paying Agent pursuant to this Agreement shall be used only for performance of the duties of this Agreement. Section 2.10 No Dutv to Disseminate. The Paying Agent shall have no duty to disseminate or disclose information about the Issuer or the Bonds pursuant to any statute, rule or regulation of the United States government, any of its agencies, or any statute, rule or regulation enacted by any state or political subdivision. Section 2.11 Tax Reportinq. The Paying Agent will supply all necessary tax reporting to the registered holders and to the Internal Revenue service in accordance with applicable regulations. Section 2.12 Interest on Balances. The Paying Agent shall not be required to invest or to pay interest on any funds of the Issuer for any period during which such funds are held by the Paying Agent awaiting the presentation of the Bonds for payment. Section 2.13 Escheatment. Any funds remaining in the possession of the Paying Agent for payment of the Bonds after the date for the payment thereof shall be subject to any applicable escheat and/or unclaimed or abandoned properly law, or upon written request, returned to the Issuer. 4 . ARTICLE 3: Issuer's Duties Section 3.1 Provision of Executed Bonds. The Issuer shall provide the Paying Agent with such executed Bonds as are required to issue Bonds in exchange for or upon transfer of outstanding Bonds. Section 3.2 Provision of Funds to Pay Principal and Interest. The Issuer shall remit to the Paying Agent on or prior to the respective interest payment dates, in immediately available and collected funds, the full amount necessary to pay the interest on the Bonds due, and the full amount necessary to pay the principal of the Bonds due by maturity or redemption. Section 3.3 Failure to Provide Funds. If available funds needed for payment do not reach the Paying Agent by any principal and/or interest payment date, payment of items may be refused and the Issuer may be charged for reasonable expenses incurred and extra service performed. Section 3.4 Payment of Fees. The Issuer shall pay to the Agent reasonable fees, charges and expenses for services performed hereunder, including the reasonable compensation, expenses and disbursements of its employees and counsel in accordance with the Paying Agent's fee schedule in effect at the time of the service. The fees and charges of said Paying Agent shall in no event become a charge against the funds remitted by the Issuer for payment of principal and interest on the Bonds. Fees are subject to change at Agent's discretion and upon written notice. Fees shall be paid in advance will not be prorated. The obligations of the Issuer under this paragraph shall survive payment of the Bonds and the resignation or removal of U.S. Bank. Section 3.5 Future Amendments of Bond Resolution. The Issuer shall file with the Paying Agent certified copies of all future amendments to the Bond resolutions or other documents pertaining to the Bonds after the date of this Agreement. Section 3.6 Certification of Documents. If any resolutions of the Issuer concerning the Bonds and amendments thereto are required by law to be filed also with a state government or other officer or official body, a certificate relating to such filing shall appear on the certified copy submitted to the Paying Agent. Section 3.7 Bond Certificates. Printed Bond certificates shall bear the signature or facsimile signature of one or more of the Authorized Officers of the Issuer and, if required, shall bear the seal or facsimile thereof. Bond certificates bearing the manual or facsimile signatures of individuals who were, at any time, authorized to execute such Bonds shall bind the Issuer. If applicable, the Issuer shall furnish to the Paying Agent a sufficient supply of blank Bonds and, from time to time, will renew such supply, at Issuer's expense, upon the request of the Paying Agent. Section 3.8 Indemnification. The Issuer will indemnify the Paying Agent and save it harmless from and against any and all actions or suits, whether groundless or otherwise, and from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liabilities arising out of the agency relationship where such Paying Agent has acted in good faith and with due diligence and without negligence. Section 3.9 Authority To Make Appointment. The Issuer has the authority to make this 5 . ' -.' appointment and it is not in contravention of any other documents that the Issuer has signed in connection with the issuance of the Bonds. ARTICLE 4: Additional Provisions Section 4.1 Resiqnation. The Paying Agent may resign at any time by giving prior written notice of such resignation to the Issuer at its last known address, and thereupon such Paying Agent's duties as Paying Agent shall cease not sooner than thirty (30) days following the Issuer's receipt of such notice. The Paying Agent may be removed at any time by resolution of the Issuer, giving thirty (30) days written notice to such Paying Agent. Any Paying Agent removed by resolution of the Issuer shall be furnished with a certified copy of such resolution. The Issuer, prior to the effective date of such resignation or removal, shall appoint a successor agent and, upon such appointment, the Paying Agent shall deliver to the successor agent all its funds, documents, files and records relating to the Bonds. The successor agent shall notify the registered owner of the Bonds of any change in agents as soon as the successor agent is appointed. Section 4.2 Merqer. Any company or national banking association into which the Paying Agent may be merged or converted or with which it may be consolidated or any company or national banking association resulting from any merger, conversion or consolidation to which it shall be a party or any company or national banking association to which the Paying Agent may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible, shall be the successor to such Paying Agent without the execution or filing of any paper or further act, any1hing herein to the contrary notwithstanding. ARTICLE 5: Siqnatures and Date IN WITNESS WHEREOF, this Paying Agency and Registrar Agreement has been executed on the date first above written. Issuer: Jefferson County, Montana By z:::-. ~ . ItsU~"""'/ ">S rC-,? c::~/ ~ Paying Agent: U.S. Bank National Association By ~ Its Vice President 6 . r!I3'='_C!-:-!:@ Schedule of Fees for Services as Paying Agent, Registrar and Transfer Agent For Jefferson County, Montana, Rural Special Improvement District No. 2503 Bond, 2007 Administrative Fees Billed Annually 01010 Acceptance Fee $500.00 The acceptance fee includes the administrative review of documents, initial set-up of the account, and other reasonably required services up to and including the closing. This is a one-time fee, payable at closing. 04120 Paying Agent $500.00 Annual administration fee for performance of the routine duties of the paying agent associated with the management of the account. Administration fees are payable in advance. Direct Oul of Pocket Expenses Reimbursement of expenses associated with the performance of our duties, including At Cost but not limited to publications, legal counsel after the initial close, travel expenses and filing fees. Extraordinary Services Extraordinary services are duties or responsibilities of an unusual nature, including termination, but not provided for in the governing documents or otherwise set forth in this schedule. A reasonable charge will be assessed based on the nature of the service and the responsibility involved. At our option, these charges will be billed at a flat fee or at our hourly rate then in effect. Account approval is subject to review and qualification. Fees are subject to change at OUf discretion and upon written notice, Fees paid in advance will not be prorated. The fees set forth above and any subsequent modifications thereof are part of your agreement Finalization of the transaction constitutes agreement to the above fee schedule, including agreement to any subsequent changes upon proper written notice. In the event your transaction is not finalized. any related out-of-pocket expenses will be billed to you directly. Absent your written instructions to sweep or otherwise invest, all sums in your account will remain uninvested and no accrued interest or other compensation will be credited to the account. Payment of fees consututes acceptance of the terms and conditions set forth. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. For a non-individual person such as a business entity, a charity, a Trust or other legal entity we will ask for documentation to verify its formation and existence as a legal entity. We may also ask to see financial statements, licenses, identification and authorization documents from individuals daiming authority to represent the entity or other relevant documentation. Dated: August 8, 2007 Muni v5.01 8/8/2007 8:46 AM