04-13-10 Regular Meeting of the La Porte Area Water Authority

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RBC Capital Markets~ Ryan O'Hara Director Municipal Finance - Houston Municipal Markets Phone: 713-853-0830 Fax: 713-651-3347 EmaiI: ryan.ohara@rbecm.eom July 1,2010 La POlte Area Water Authority 604 W. Fairmont Parkway La Porte, TX 77571 Ladies and Gentlemen: 1. Retention of MC Capital Markets Corporation. We understand that the La Porte Area Water Authority ("Issuer" or "you") will have under consideration the issuance of obligations evidencing indebtedness ("Obligations"), either in a single financing or in a series of financings, and that in connection with the issuance of such Obligations you hereby agree to retain RBC Capital Markets Corporation (<CREC CM") as your financial advisor in accordance with the terms of this financial advisory agreement ("Agreement"). This Agreement shall apply to all Obligations that may be authorized and/or issued or otherwise created Of assumed during the period in which this Agreement is effective. 2. Scope of Services. As financial advisor, we agree to perform the following services: (a) Analyze the financing alternatives available to the Issuer, taking into account its borrowing capacity, future financing needs, policy considerations, and such other factors as we deem appropriate to consider. (b) Recommend a plan for the issuance of Obligations that will include: (1) the type of bonds (current interest, capital appreciation, deferred income, etc.); (2) the date of issue; (3) principal amount; (4) interest structure (fixed or variable); (5) interest payment dates; (6) a schedule of maturities; (7) early redemption options; (8) security provisions; (9) appropriate management fee and takedown; and (10) other matters that we consider appropriate to best serve the Issuer's interests. To the extent appropriate, the plan will address strategies in addition to the issuance of obligations, such as interest rate derivative transactions. (c) Advise you of cun-ent conditions in the relevant debt market, upcoming bond issues, and other general information and economic data which might reasonably be expected to influence interest rates, bidding conditions or timing of issuance. (d) Organize and coordinate the financing team. Unless otherwise directed by you, we will select the paying agent, escrow agent and verification agent, as the particular transaction may require, each of whom will be retained and compensated by you. In a negotiated offering, we will solicit and evaluate underwriter proposals upon request and make a recommendation for the hiring of the underwriter(s). FA Agreement (Combined) 03/03/08