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<br /> <br />RBC Capital Markets0 <br /> <br />Ryan O'Hara <br />Director <br />Municipal Finance - Houston <br />Municipal Markets <br /> <br />Phone: 713-853-0830 <br />Fax: 713-651-3347 <br />EmaiI: ryan.ohara@rbccm.com <br /> <br />April 13, 2010 <br /> <br />La POlte Area Water Authority <br />604 W. Fairmont Parkway <br />La Porte, TX 77571 <br /> <br />Ladies and Gentlemen: <br /> <br />1. Retention of RBC Capital Markets Corporation. The La Porte Area Water Authority ("Issuer" or "you") <br />hereby agrees to retain RBC Capital Markets Corporation ("RBG GM") as your financial advisor in <br />accordance with the terms of this financial advisory agreement ("Agreement"). This Agreement shall apply to <br />the $4,085,000 Contract Revenue Refunding Bonds, Series 2010 ("Obligations") delivered May 13,2010. <br /> <br />2. Scope of Services. As financial advisOl", we agree to perform the following services; <br /> <br />(a) Analyze the financing alternatives available to the Issuer, taking into account its borrowing capacity, <br />future financing needs, policy considerations, and such other factors as we deem appropriate to <br />consider. <br /> <br />(b) Recommend a plan for the issuance of Obligations that will include: (1) the type of bonds (current <br />interest, capital appreciation, defelTed income, etc.); (2) the date of issue; (3) principal amount; (4) <br />interest structure (fixed or variable); (5) interest payment dates; (6) a schedule of maturities; (7) early <br />redemption options; (8) security provisions; (9) appropriate management fee and takedown; and (to) <br />other matters that we consider appropriate to best serve the Issuer's interests. To the extent <br />appropriate, the plan will address strategies in addition to the issuance of obligations, such as interest <br />rate derivative transactions. <br /> <br />(c) Advise you of current conditions in the relevant debt market, upcoming bond issues, and other general <br />information and economic data which might reasonably be expected to influence interest rates, bidding <br />conditions or timing of issuance. <br /> <br />(d) Organize and coordinate the financing team. Unless otherwise directed by you, we will select the <br />paying agent, escrow agent and verification agent, as the particular transaction may require, each of <br />whom will be retained and compensated by you. In a negotiated offering, we will solicit and evaluate <br />underwriter proposals upon request and make a recommendation for the hiring of the underwriter(s). <br /> <br />FA Agreement (Combined) <br /> <br />03/03/08 <br />