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<br />~ <br />'JaBUarY 4, 2004 <br />Page 3 <br /> <br />liquidity facilities or enhancements or other special structuring techniques or devices to be <br />employed in connection with the issuance of any series of the Bonds; and <br /> <br />(6) After the closing of any series of the Bonds and upon specific request of the <br />appropriate Authority officials and staff, providing assistance to the Authority concerning <br />questions and issues that may arise prior to the maturity of each series of Bonds. <br /> <br />For the Basic Service performed as Bond Counsel, our fee for a fixed rate transaction <br />would be according to the following schedules, with such fee payable from bond proceeds and <br />contingent upon the actual delivery ofthe Bonds: <br /> <br />First Issue* <br /> <br />A. <br /> <br />For the first $15 million in principal of Bonds, an amount not to exceed $65,000, <br />to be billed at standard hourly rates; <br /> <br />B. <br /> <br />an amount equal to 2% of the principal amount of such Bonds above such first <br />$15,000,000 in principal. <br /> <br />* <br /> <br />The fee for a variable rate transaction would be the same as the foregoing, plus our standard <br />hourly rates at a 10% discount for amounts in excess of the foregoing fees. <br /> <br />Subsequent Issues: To be agreed to prior to the issuance of such Bonds depending on the <br />size and complexity of the transaction. <br /> <br />As Bond Counsel, AK will also be reimbursed for its reasonable and actual out-of-pocket <br />expenses, such as the cost of reproduction of documents, out-of-town travel, long-distance <br />telephone, telegraph, telex and similar expenses, deliveries, filing fees and all items paid for by <br />AK on behalf of the Zone or the Authority and incurred in connection with the performance of <br />all services hereunder. <br /> <br />AK will provide invoices for legal services and out-of-pocket expenses hereunder. <br />Payment of all fees and expenses as Bond Counsel will be made upon the issuance and delivery <br />of the series of the Bonds in connection with which such services are performed. The fee and <br />expenses for each series will be paid from the proceeds of the sale of such series or from other <br />funds, as the Authority deems appropriate. <br /> <br />The fee for any Additional Services provided by AK will be determined on an hourly rate <br />basis, applying rates then charged by AK for the same or similar services performed by attorneys <br />and paralegals of similar experience for other clients. <br /> <br />As we have discussed, you are aware that AK represents many other governmental <br />entities, companies and individuals. It is possible that during the time that we are representing <br />you, some of our present or future clients will have disputes or transactions with you. In <br />particular, as we have advised you, we represent the Port of Houston Authority of Harris County, <br /> <br />HOU:2229311.4 <br />