FISCAL AGENT AGREEMENT. by and between ALAMEDA CONTRA COSTA TRANSIT DISTRICT. and U.S. BANK NATIONAL ASSOCIATION

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1 FISCAL AGENT AGREEMENT by and between ALAMEDA CONTRA COSTA TRANSIT DISTRICT and U.S. BANK NATIONAL ASSOCIATION Dated as of July 1,

2 TABLE OF CONTENTS Page Section 1. Payments... 1 Section 2. Immediately Available Funds... 1 Section 3. Proceeds Fund and Repayment Fund... 1 Section 4. Acceptance of Duties; Moneys Held in Trust... 1 Section 5. Application of Proceeds Fund and Payment Fund... 2 Section 6. Payment of Notes... 2 Section 7. Destruction of Notes... 2 Section 8. Money Unclaimed... 2 Section 9. Delivery of Documents... 2 Section 10. Fees... 2 Section 11. Notices... 3 Section 12. Indemnification...3 Section 13. Termination... 3 Section 14. Binding Agreement... 3 Section 15. Good Faith Reliance... 4 Section 16. Further Assurances... 4 Section 17. Amendments... 4 Section 18. Severability... 4 Section 19. Governing Law... 4 Section 20. Headings... 4 Section 21. Notices to Rating Agency... 4 Section 22. Counterparts

3 FISCAL AGENT AGREEMENT THIS AGREEMENT, made and entered into as of July 1, 2004 (the Agreement ), by and between the ALAMEDA CONTRA COSTA TRANSIT DISTRICT (the Issuer ) and U.S. BANK NATIONAL ASSOCIATION, a national banking corporation duly organized and existing under the laws of the United States of America (the Bank ). W I T N E S S E T H : WHEREAS, the Issuer, may from time to time authorize and issue Notes and wishes the Bank or its successors and assigns to act as Fiscal Agent, Paying Agent, Registrar and Authenticating Agent (hereinafter such functions and roles are referred to as the Fiscal Agent ) on said Notes; and WHEREAS, the Issuer has authorized and provided for the issuance of $ principal amount of its Alameda Contra Costa Transit District Revenue Anticipation Notes, herein called Notes and wishes the Bank to act as Fiscal Agent in accordance with its authorizing resolution; NOW THEREFORE, the Issuer hereby appoints the Bank to serve as its Fiscal Agent under Resolution No adopted by the Issuer on May 19, 2004, authorizing the issuance of the Notes (the Resolution ) and the parties hereto agree as follows: Section 1. Payments. The Issuer will, by the dates provided in Sections 5 and 6 of the Resolution, cause to be deposited with the Bank the amounts required under the Resolution. Should the Issuer fail to have deposited or have on deposit the amounts required under the Resolution by the dates established therein, the Fiscal Agent shall give the Bank notice of such default. Section 2. Immediately Available Funds. The Issuer will make the payments required under the Resolution to the Bank in immediately available funds; the Bank will not be required to make any payments except from moneys so deposited by the Issuer or from draws under the Letter of Credit issued by [ ], acting through its [ ] Agency (the Credit Bank ). Section 3. Proceeds Fund and Payment Fund. The Bank will establish and maintain (a) the Alameda Contra Costa Transit District Revenue Anticipation Note Proceeds Fund and deposit amounts received from the Issuer therein; and (b) the Alameda Contra Costa Transit District Revenue Anticipation Note Payment Fund (the Payment Fund ) and deposit amounts received from the Issuer therein. Within the Payment Fund, the Bank shall create and establish two separate trust accounts, designated the Payment Account and the Letter of Credit Account. Section 4. Acceptance of Duties; Moneys Held in Trust. The Bank hereby agrees to perform the duties of fiscal agent, paying agent, authenticating agent and registrar set forth in the resolution. The Bank will hold all moneys deposited to the Proceeds Fund and the Payment Fund in trust for the benefit of the Owners of the Notes and the Credit Bank (except for the

4 Letter of Credit Account which shall not be held for the benefit of the Credit Bank), all as provided in the Resolution. If a conflict exists between the Resolution and this Agreement, the Fiscal Agent agrees to follow the terms of this Agreement. Section 5. Application of Proceeds Fund and Payment Fund. The Bank will disburse and invest moneys on deposit in the Proceeds Fund and the Payment Fund as provided in the written directions received from the General Manager or Chief Financial Officer of the District and as otherwise set forth in Section 9 of the Resolution. The District hereby directs the Fiscal Agent to transfer, on April 1, 2005, amounts, if any, remaining in the proceeds fund to the Payment Fund, to assist in satisfying the District s sinking fund payment obligation. Section 6. Payment of Notes. The Bank will cause all of the Notes to be paid in accordance with the terms of Section 8 of the Resolution. In accordance with the terms of the Letter of Credit, the Bank shall on, 2005 (which date is at least two business days prior to the maturity date of the Notes) submit a draw request under the Letter of Credit issued by the Credit Bank in order to provide for the timely payment of principal and interest on the Notes. Amounts on deposit in the Payment Account shall be used by the Bank to reimburse the Credit Bank in accordance with Section 8 of the Resolution. Notwithstanding anything to the contrary, the Fiscal Agent shall make a drawing under the Letter of Credit to pay principal and interest on the maturity date of the Notes. Funds for the payment of principal of and interest on the Notes shall be derived from the following sources in the order of priority indicated: (i) amounts deposited or credited to the Letter of Credit Account pursuant to the Resolution; (ii) amounts deposited into the Payment Account; and from any other lawfully available moneys of the District. Section 7. Destruction of Notes. The Bank will destroy all Notes paid and will submit a written certificate of destruction specifying the destroyed Notes by number. Section 8. Payments Owed to Bank/Money Unclaimed. The Bank shall, on the same day on which it draws money under the Letter of Credit to pay the principal of and interest on the Notes, withdraw moneys from the Payment Account and pay to the Credit Bank in immediately available funds the amount the District owes to the Credit Bank under the Reimbursement Agreement. Any excess funds and interest earnings thereon remaining in the Payment Account after the principal amount of the Notes and the interest thereon to maturity have been fully paid, or provision for such payment has been made, and any amounts owed to the Bank have been paid, shall be transferred to the Issuer within two business days following the maturity date of the Notes. Section 9. Delivery of Documents. The Issuer will deliver or cause to be delivered to the Bank, on or prior to the date of authentication of the Notes, the following documents: (a) (b) (c) (d) original issuance instructions; investment instructions; certified legal opinion; maturity schedule;

5 (e) (f) Section 10. attached hereto. Letter of Credit; and certified copy of the Resolution. Fees. The Issuer will pay to the Bank fees as set forth in Exhibit A At the time of the making of any investment, the Issuer shall designate to the Bank the trader for such investment purchases. All investment instructions should be provided to the Bank by an authorized officer of the Issuer and receipt thereof must be confirmed in writing by the Bank. All instructions must be explicit in that information such as rate, type of security, maturity date and all other such pertinent data be included therein. Instructions regarding the purchase of government issued securities may be received on the same day of purchase. For all other types of securities, instructions must be received by the Bank from the Issuer 48 hours prior to date of purchase. Additional Services. The fees referenced in Exhibit A are in connection with services mentioned. Should additional services be required, not set forth therein, or services be required in the event the Issuer shall default in its obligation to repay the Notes, a reasonable charge for those services will be made. The fees referenced in Exhibit A are subject to change upon mutual consent of the parties hereto provided the Bank shall give the Issuer at least 90 days advance written notice of such proposed change in fees. Section 11. Notices. Any notices and correspondence should be mailed or delivered to the Bank at, One California Street, Suite 2550, San Francisco, California 94111, Attention: Corporate Trust Department, and to the Issuer at Alameda Contra Costa Transit District, 1600 Franklin Street, Oakland, California 94612, Attention: General Manager, or to such other place as either party shall designate in writing to the other. Section 12. Indemnification. To the extent permitted by law, the Issuer agrees to indemnify the Bank for, and to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance of the appointment as Fiscal Agent hereunder, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its duties as Fiscal Agent. The Issuer s obligation hereunder shall remain valid and binding notwithstanding the maturity and payment of the Notes. Section 13. Termination. Either party to this Agreement may terminate this Agreement by giving at least 30 days written notice to the other party hereto and to the Credit Bank. Notwithstanding the foregoing, no resignation or removal of the Bank shall be effective until a successor Fiscal Agent shall have been appointed by the Issuer. In the event the Issuer does not appoint a successor Fiscal Agent within 30 days of the notice of resignation or removal, the resigning or removed Fiscal Agent may petition any appropriate court having jurisdiction to appoint a successor Fiscal Agent. Any successor Fiscal Agent shall be a commercial trust company with trust powers and shall be consented to by the Credit Bank, such consent not to be

6 unreasonably withheld. In addition, any successor Fiscal Agent shall enter into a Fiscal Agent Agreement in substantially similar form to this Agreement. The Fiscal Agent shall transfer to the successor Fiscal Agent the Letter of Credit in accordance with its terms. The Letter of Credit shall be transferred in accordance with Annex B to the Letter of Credit. Section 14. Binding Agreement. This Agreement, and the terms, covenants and conditions hereof, shall be binding upon and inure to the parties hereto and their respective successor. The terms and conditions of this Agreement are intended for the mutual benefit of the Issuer and the Bank, and are not intended to give any third party any right or claim, hereunder. Section 15. Good Faith Reliance. To the extent permitted by law, the Bank shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, requisition or other paper or document which it shall in good faith believe to be genuine and to have been prepared and furnished pursuant to any of the provisions of the Resolution, and the Bank shall be under no duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may, in the absence of bad faith on its part, accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements. The Bank may consult with legal counsel, who may be counsel to the Issuer, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it as Fiscal Agent in good faith in accordance therewith. Section 16. Further Assurances. The Bank and the Issuer agree to do such further acts and things, and to execute and deliver instruments, as each of the other parties hereto may at any time reasonably request in connection with the administration or enforcement of this Agreement or any part thereof or in order better to assure and confirm unto the other parties hereto their rights, powers and remedies hereunder. Section 17. Amendments. Neither this Agreement nor any provisions hereof may be amended, modified, waived, discharged or terminated, except by an instrument in writing signed by duly authorized officers of the parties hereto. No amendment shall be effective without the prior written consent of the Credit Bank, which shall not be unreasonably withheld. Section 18. Severability. In case any section or provision of this Agreement shall be held to be invalid, illegal or unenforceable, such invalidity, illegality and/or unenforceability shall not affect any other section or provision of this Agreement. Section 19. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Section 20. Headings. The headings in this Agreement are for convenience only and shall not be deemed or construed to affect the meaning or construction of any of the provisions of this Agreement

7 Section 21. Notices to Rating Agencies. The Fiscal Agent shall provide [Standard & Poor s Ratings Group and Moody s Investors Service] (the Rating Agencies ) and the Credit Bank with copies of all amendments to this Agreement and the Resolution, and of all notices sent to owners of the Notes. The Fiscal Agent shall also notify the Rating Agencies and the Credit Bank of the resignation or removal of the Fiscal Agent and the appointment of a successor Fiscal Agent or the resignation or the removal of the Credit Bank and the appointment of a successor Credit Bank pursuant to the Reimbursement Agreement. Such copies and notifications shall be sent to [Standard & Poor s Ratings Group, 55 Water Street, 38 th Floor, New York, NY and Moody s Investors Service, 99 Church Street, New York, NY 10007]. Section 22. Counterparts. This Agreement may be executed in any number of counterparts, each of which, when executed and delivered, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. [Remainder of Page Intentionally Left Blank.]

8 IN WITNESS WHEREOF, the parties have caused these presents to be duly executed, the day and year first above written. ALAMEDA CONTRA COSTA TRANSIT DISTRICT, as Issuer Attest: By Name Title By Name Title Approved as to Form: By Name Title U.S. BANK NATIONAL ASSOCIATION, as Bank By Name Title [Signature Page to Fiscal Agent Agreement.]

9 EXHIBIT A FEE SCHEDULE PAYING AGENT ALAMEDA CONTRA COSTA TRANSIT DISTRICT REVENUE ANTICIPATION NOTES APPROXIMATELY $ MILLION PAR VALUE ACCEPTANCE AND ADMINISTRATION FEE: $1,800 (From Closing Date to Maturity of Notes) For review and examination of the Note Resolution and all supporting documentation; set up of required records; receipt and deposit of pledged funds or securities. This fee also includes ongoing custody of securities; collection of principal and interest thereon; payment of Note interest and principal at maturity; indirect out-ofpocket expenses; preparation and distribution of monthly accounting statements. Payable at closing. EXTRAORDINARY SERVICES AND EXPENSES: July 1, 2004 Reasonable fees and expenses will be charged for any Extraordinary Services not contemplated by the Note Resolution or herein