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BCRUA_07-08-22-10 0 P 9 RESOLUTION NO. WHEREAS, the Brushy Creek Regional Utility Authority, Inc. (the "Authority") desires to retain financial advisory services, and WHEREAS, First Southwest Company has submitted a Financial Advisory Agreement to provide said services, and WHEREAS, the Board of Directors of the Authority desires to enter into said agreement with First Southwest Company, Now Therefore BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, INC., That the President is hereby authorized and directed to execute on behalf of the Authority a Financial Advisory Agreement with First Southwest Company for financial advisory services, a copy of said agreement being attached hereto as Exhibit "A" and incorporated herein for all purposes. The Board of Directors hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended RESOLVED this 3rd day of August, 2007 . By: President, Brushy Creek Regional Utility Authority, Inc. 00-6='\RL9OLMI\00119555.WPD/rmc FINANCIAL ADVISORY AGREEMENT This Financial Advisory Agreement(the"Agreement")is made and entered into by and between the Brushy Creek Regional Utility Authority, Inc., Texas ("Issuer') and First Southwest Company ("FSC') effective as of the date executed by the Issuer as set forth on the signature page hereof. WITNESSETH: WHEREAS,the Issuer will have under consideration from time to time the authorization and issuance of indebtedness in amounts and forms which cannot presently be determined and, in connection with the authorization,sale,issuance and delivery of such indebtedness,Issuer desires to retain an independent financial advisor;and WHEREAS,the Issuer desires to obtain the professional services of FSC to advise the Issuer regarding the issuance and sale of certain evidences of indebtedness or debt obligations that may be authorized and issued or otherwise created or assumed by the Issuer (hereinafter referred to collectively as the "Debt Instruments")from time to time during the period in which this Agreement shall be effective;and WHEREAS,FSC is willing to provide its professional services and its facilities as financial advisor in connection with all programs of financing as may be considered and authorized by Issuer during the period in which this Agreement shall be effective. NOW,THEREFORE,the Issuer and FSC, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration,do hereby agree as follows: SECTION I DESCRIPTION OF SERVICES Upon the request of an authorized representative of the Issuer, FSC agrees to perform the financial advisory services stated in the following provisions of this Section I;and forhaving rendered such services,the Issuer agrees to pay to FSC the compensation as provided in Section V hereof. A. Financial Planning.At the direction of Issuer,FSC shall: 1. Survey and Analysis.Conduct a survey of the financial resources of the Issuer to determine the extent of its capacity to authorize,issue and service any Debt Instruments contemplated This survey will include an analysis of any existing debt structure as compared with the existing and 1 projected sources of revenues which may be pledged to secure payment of debt service and,where appropriate,will include a study of the trend of the assessed valuation,taxing power and present and future taxing requirements of the Issuer. In the event revenues of existing or projected facilities operated by the Issuer are to be pledged to repayment ofthe Debt Instruments then under consideration,the survey will take into account any outstanding indebtedness payable from the revenues thereof, additional revenues to be available from any proposed rate increases and additional revenues,as projected by consulting engineers employed by the Issuer,resulting from improvements to be financed by the Debt Instruments under consideration. 2. Future Financings. Consider and analyze future financing needs as projected by the Issuer's staff and consulting engineers or other experts,if any,employed by the Issuer. 3. Recommendations for Debt Instruments. On the basis of the information developed by the survey described above, and other information and experience available, submit to the Issuer recommendations regarding the Debt Instruments under consideration,including such elements as the date of issue, interest payment dates, schedule of principal maturities, options of prior payment, security provisions,and such other provisions as may be appropriate in order to make the issue attractive to investors while achieving the objectives of the Issuer. All recommendations will be consistent with the goal of designing the Debt Instruments to be sold on terms which are advantageous to the Issuer, including the lowest interest cost consistent with all other considerations. 4. Market Information. Advise the Issuer of our interpretation of current bond market conditions,other related forthcoming bond issues and general information,with economic data, which might normally be expected to influence interest rates or bidding conditions so that the date of sale of the Debt Instruments may be set at a favorable time. S. Elections. In the event it is necessary to hold an election to authorize the Debt Instruments then under consideration,FSC will assist in coordinating the assembly of such data as may be required for the preparation of necessary petitions,orders,resolutions,ordinances, notices and certificates in connection with the election,including assistance in the transmission of such data to a firm of municipal bond attorneys("Bond Counsel"j retained by the Issuer. B. Debt Management and Financial Implementation.At the direction of Issuer,FSC shall: 1. Method of Sale. Evaluate the particular financing being contemplated,giving consideration to the complexity, market acceptance, rating, size and structure in order to make a 2 recommendation as to an appropriate method of sale, and: a. If the Debt Instruments are to be sold by an advertised competitive sale,FSC will: (1) Supervise the sale of the Debt Instruments, reserving the right, alone or in conjunction with others, to submit a bid for any Debt Instruments issued under this Agreement which the Issuer advertises for competitive bids;however,in keeping with the provisions of Rule G-23 of the Municipal Securities Rulemaking Board,FSC will request and obtain written consent to bid prior to submitting a bid, in any instance wherein FSC elects to bid,for any installment of such Debt Instruments; (2) Disseminate information to prospective bidders, organize such informational meetings as may be necessary, and facilitate prospective bidders' efforts in making timely submission of proper bids; (3) Assist the staff of the Issuer in coordinating the receipt of bids,the safekeeping of good faith checks and the tabulation and comparison of submitted bids; and (4) Advise the Issuer regarding the best bid and provide advice regarding acceptance or rejection of the bids. b. If the Debt Instruments are to be sold by negotiated sale,FSC will: (1) Recommend for Issuer's final approval and acceptance one or more investment banking firms as managers of an underwriting syndicate for the purpose of negotiating the purchase of the Debt Instruments. (2) Cooperate with and assist any selected managing underwriter and their counsel in connection with their efforts to prepare any Official Statement or Offering Memorandum. FSC will cooperate with and assist the underwriters in the preparation of a bond purchase contract,an underwriters agreement and other related documents. The costs incurred in such efforts,including the printing of the documents,will be paid in accordance with the terms of the Issuer's agreement with the underwriters,but shall not be or become an obligation of FSC, except to the extent specifically provided otherwise m this Agreement or assumed in writing by FSC. (3) Assist the staff of the Issuer in the safekeeping of any good faith checks,to the 3 extent there are any such, and provide a cost comparison, for both expenses and interest which are suggested by the underwriters,to the then current market. (4) Advise the Issuer as to the fairness of the price offered by the underwriters. 2. Offering Documents. Coordinate the preparation of the notice of sale and bidding instructions,official statement,official bid form and such other documents as may be required and submit all such documents to the Issuer for examination,approval and certification. Ager such examination, approval and certification, FSC shall provide the Issuer with a supply of all such documents sufficient to its needs and distribute by mail sets of the same to prospective purchasers of the Debt Instruments. Also, FSC shall provide copies of the final Official Statement to the purchaser of the Debt Instruments in accordance with the Notice of Sale and Bidding Instructions. 3. Credit Ratings. Make recommendations to the Issuer as to the advisability of obtaining a credit rating,or ratings,for the Debt Instruments and,when directed by the Issuer,coordinate the preparation of such information as may be appropriate for submission to the rating agency, or agencies. In those cases where the advisability of personal presentation of information to the rating agency,or agencies,may be indicated, FSC will arrange for such personal presentations, utilizing such composition of representatives from the Issuer as may be finally approved or directed by the Issuer. 4_ Trustee,Paying Agent.Registrar. Upon request,counsel with the Issuer in the selection of a Trustee and/or Paying Agent/Registrar for the Debt Instruments,and assist in the negotiation of agreements pertinent to these services and the fees incident thereto. 5. Financial Publications. When appropriate,advise financial publications of the forthcoming sale of the Debt Instruments and provide them with all pertinent information. 6. Consultants. After consulting with and receiving directions from the Issuer,arrange for such reports and opinions of recognized independent consultants as may be appropriate for the successful marketing of the Debt Instruments. 7. Auditors. In the event formai verification by an independent auditor of any calculations incident to the Debt Instruments is required,make arrangements for such services. 8. Issuer Meetings. Attend meetings of the governing body of the Issuer, its staff, representatives or committees as requested at all times when FSC may be of assistance or service 4 and the subject of financing is to be discussed. 9. Printing. To the extent authorized by the Issuer,coordinate all work incident to printing of the offering documents and the Debt Instruments. 10. Bond Counsel. Maintain liaison with Bond Counsel in the preparation of all legal documents pertaining to the authorization,sale and issuance of the Debt Instruments. 11. Changes in Laws. Provide to the Issuer copies ofproposed or enacted changes in federal and state laws,rules and regulations having,or expected to have,a significant effect on the municipal bond market of which FSC becomes aware in the ordinary course of its business, it being understood that FSC does not and may not act as an attorney for, or provide legal advice or services to,the Issuer. 12. Delivery of Debt Instruments. As soon as a bid for the Debt Instruments is accepted by the Issuer, coordinate the efforts of all concemed to the end that the Debt Instruments may be delivered and paid for as expeditiously as possible and assist the Issuer in the preparation or verification of final closing figures incident to the delivery of the Debt Instruments. 13. Debt Service Schedule:Authorizing Resolution. After the closing of the sale and delivery of the Debt Instruments,deliver to the Issuera schedule of annual debt service requirements for the Debt Instruments and,in coordination with Bond Counsel,assure that the paying agent/registrar and/or trustee has been provided with a copy of the authorizing ordinance,order or resolution. SECTION H OTHER AVAR ABLE SERVICES In addition to the services set forth and described in Section I herein above, FSC agrees to make available to Issuer the following services, when so requested by the Issuer and subject to the agreement by Issuer and FSC regarding the compensation,if any,to be paid for such services,it being understood and agreed that the services set forth in this Section II shall require fiuther agreement as to the compensation to be received by FSC for such services: 1. Investment of Funds. From time to time, as an incident to the other services provided hereunder as financial advisor, FSC may purchase such investments as may be directed and authorized by Issuer to be purchased, it being understood that FSC will be compensated in the normal and customary manner for each such transaction.In any instance wherein FSC may become entitled to receive fees or other compensation in 5 any form from a third party with respect to these investment activities on behalf of Issuer,FSC will disclose to Issuer the nature and,to the extent such is known, the amount of any such compensation so that Issuer may consider the information in making its investment decision. It is understood and agreed that FSC is a duly licensed broker/dealer and is affiliated with First Southwest Asset Management, Inc. ("FSAMI"), a duly registered investment advisor. Issuer may, from time to time, utilize the broker/dealer and/or investment advisory services of FS C and/or FSAMI with respect to matters which do not involve or affect the investment of bond proceeds or the financial advisory services referenced in this Agreement.The terms and conditions of the engagement of FSC and/or FSAMI to provide such services shall not be affected by the ten-ns; of this Agreement. 2. Exercising Calls and Refunding. Provide advice and assistance with regard to exercising any call and/or refunding of any outstanding Debt Instruments. 3. Capital Improvements Programs. Provide advice and assistance in the development of any capital improvements programs of the Issuer. 4. Long_&] ge Planning. Provide advice and assistance in the development of other long-range financing plans of the Issuer. 5. Post-Sale Services. Subsequent to the sale and delivery of Debt Instruments,review the transaction and transaction documentation with legal counsel for the Issuer,Bond Counsel, auditors and other experts and consultants retained by the Issuer and assist in developing appropriate responses to legal processes, audit procedures,inquiries,internal reviews and similar matters. SECTION III TERM OF AGREEMENT This Agreement shall become effective as of the date executed by the Issuer as set forth on the signature page hereof and,unless terminated by either party pursuant to Section IV of this Agreement, shall remain in effect thereafter for a period of three(3)years from such date. Unless FSC or Issuer shall notify the other party in writing at least thirty(30)days in advance of the applicable anniversary date that this Agreement will not be renewed, this Agreement will be automatically renewed on the third anniversary of the date hereof for an additional one (1) year period and thereafter will be automatically renewed on each anniversary date for successive one(1)year periods. 6 SECTION IV TERAMATION This Agreement may be terminated with or without cause by the Issuer or FSC upon the giving of at least thirty(30)days' prior written notice to the other party of its intention to terminate, specifying in such notice the effective date of such termination. In the event of such termination,it is understood and agreed that only the amounts due FSC for services provided and expenses incurred to the date of termination will be due and payable. No penalty will be assessed for termination of this Agreement. SECTION V COMPENSATION AND EXPENSE REMMURSEMENT The fees due to FSC for the services set forth and described in Section I of this Agreement with respect to each issuance of Debt Instruments during the term of this Agreement shall be calculated in accordance with the schedule set forth on Appendix A attached hereto.Unless specifically provided otherwise on Appendix A or in a separate written agreement between Issuer and FSC,such fees,together with any other fees as may have been mutually agreed upon and all expenses for which FSC is entitled to reimbursement,shall become due and payable concurrently with the delivery of the Debt Instruments to the purchaser. SECTION VI MISCELLANEOUS 1. Choice of Law. This Agreement shall be construed and given effect in accordance with the laws of the State of Texas. 2. Binding Effect: Assignment. This Agreement shall be binding upon and inure to the benefit of the Issuer and FSC,their respective successors and assigns;provided however,neither party hereto may assign or transfer any of its rights or obligations hereunder without the prior written consent of the other party. 3. Entire Agreement. This instrument contains the entire agreement between the parties relating to the rights herein granted and obligations herein assumed. Any oral or written representations or modifications concerning this Agreement shall be of no force or effect except for a subsequent modification in writing signed by all parties hereto. 7 FIRST SOUTHWEST COMPANY By- Hill yHill A.Feinberg,Chairman and Chief Executive Officer By. Garry R.Kimball Senior Vice President BRUSHY CREEK REGIONAL UTILITY AUTHORITY,INC. By: Title: Date: ATTEST: Secretary 8 APPENDIX A FINANCIAL ADVISORY FEE SCHEDULE AND EXPENSE ITEMS In consideration for the Financial Advisory services rendered in connection herewith,it is understood and agreed that the fee due to FSC for each sale of Debt Instruments will be 0.225%of the par amount for the sale of Debt Instruments relating to Phase 1 improvements and 0.175%of the par amount of Debt Instruments sold thereafter(with a$25,000 minimum fee due on any single issue of Debt Instruments). The above charges shall be multiplied by 1.25 times for the issuance of refunding bonds,reflecting the additional services required. The charges for ancillary services,including computer structuring and official statement printing,shall be levied only for those services which are reasonably necessary in completing the transaction and which are reasonable in amount,unless such charges were incurred at the specific direction of the Issuer. The payment of charges forfinancial advisory services described in Section I of theforegoingAgr+eement shall be contingent upon the delivery of bonds and shall be due at the time that bonds are delivered and payable by wire transfer. The payment of charges for services described in Section II of the foregoing Agreement shall be due and payable in accordance with the mutual agreement therefor between FSC and Issuer. The Issuer shall be responsible for the following expenses,if and when applicable,whether they are charged to the Issuer directly as expenses or charged to the Issuer by FSC as reimbursable expenses: Bond counsel Bond printing Bond ratings,including all expenses related to rating agency meetings;such expenses include transportation,meals,lodgingand any other reasonable and customary expenses incurred Computer structuring Credit enhancement CPA fees for refunding Official statement preparation and printing Paying agmt/regisUsr/trustee Other out-of-state travel expenses Underwriter and underwriters counsel Miscellaneous,including copy,delivery,and phone charges The payment of reimbursable expenses that FSC has assumed on behalf of the Issuer shall NOT be contingent upon the delivery of bonds and shall be due at the time that services are rendered and payable upon receipt of an bnvoice therefor submitted by FSC. FINANCIAL ADVISORY AGREEMENT This Financial Advisory Agreement (the"Agreement") is made and entered into by and between the Brushy Creek Regional Utility Authority, Inc., Texas ("Issuer") and First Southwest Company ("FSC") effective as of the date executed by the Issuer as set forth on the signature page hereof. WITNESSETH: WHEREAS,the Issuer will have under consideration from time to time the authorization and issuance of indebtedness in amounts and forms which cannot presently be determined and, in connection with the authorization,sale,issuance and delivery of such indebtedness,Issuer desires to retain an independent financial advisor; and -WHEREAS,the Issuer desires to obtain the professional services of FSC to advise the Issuer regarding the issuance and sale of certain evidences of indebtedness or debt obligations that may be authorized and issued or otherwise created or assumed by the Issuer (hereinafter referred to collectively as the "Debt Instruments")from time to time during the period in which this Agreement shall be effective; and WHEREAS,FSC is willing to provide its professional services and its facilities as financial advisor in connection with all programs of financing as may be considered and authorized by Issuer during the period in which this Agreement shall be effective. NOW,THEREFORE, the Issuer and FSC, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, do hereby agree as follows: SECTION I DESCRIPTION OF SERVICES Upon the request of an authorized representative of the Issuer, FSC agrees to perform the financial advisory services stated in the following provisions of this Section 1;and for having rendered such services,the Issuer agrees to pay to FSC the compensation as provided in Section V hereof. A. Financial Planning.At the direction of Issuer,FSC shall: 1. Survev and Analysis. Conduct a survey of the financial resources of the Issuer to determine the extent of its capacity to authorize,issue and service any Debt Instruments contemplated. This survey will include an analysis of any existing debt structure as compared with the existing and 1 07-0$- ZZ -AD projected sources of revenues which may be pledged to secure payment of debt service and,where appropriate,will include a study of the trend of the assessed valuation,taxing power and present and future taxing requirements of the Issuer. In the event revenues of existing or projected facilities operated by the Issuer are to be pledged to repayment of the Debt Instruments then under consideration, the survey will take into account any outstanding indebtedness payable from the revenues thereof, additional revenues to be available from any proposed rate increases and additional revenues,as projected by consulting engineers employed by the Issuer,resulting from improvements to be financed by the Debt Instruments under consideration. 2. Future Financines. Consider and analyze future financing needs as projected by the Issuer's staff and consulting engineers or other experts, if any, employed by the Issuer. 3. Recommendations for Debt Instruments. On the basis of the information developed by the survey described above, and other information and experience available, submit to the Issuer recommendations regarding the Debt Instruments under consideration,including such elements as the date of issue, interest payment dates, schedule of principal maturities, options of prior payment, security provisions, and such other provisions as may be appropriate in order to make the issue attractive to investors while achieving the objectives of the Issuer. All recommendations will be consistent with the goal of designing the Debt Instruments to be sold on terms which are advantageous to the Issuer, including the lowest interest cost consistent with all other considerations. 4. Market Information. Advise the Issuer of our interpretation of current bond market conditions, other related forthcoming bond issues and general information,with economic data, which might normally be expected to influence interest rates or bidding conditions so that the date of sale of the Debt Instruments may be set at a favorable time. 5. Elections. In the event it is necessary to hold an election to authorize the Debt Instruments then under consideration, FSC will assist in coordinating the assembly of such data as may be required for the preparation of necessary petitions, orders, resolutions, ordinances, notices and certificates in connection with the election,including assistance in the transmission of such data to a firm of municipal bond attorneys("Bond Counsel")retained by the Issuer. B. Debt Management and Financial Implementation. At the direction of Issuer,FSC shall: 1. Method of Sale. Evaluate the particular financing being contemplated,giving consideration to the complexity, market acceptance, rating, size and structure in order to make a 2 recommendation as to an appropriate method of sale, and: a. If the Debt Instruments are to be sold by an advertised competitive sale,FSC will: (1) Supervise the sale of the Debt Instruments, reserving the right, alone or in conjunction with others, to submit a bid for any Debt Instruments issued under this Agreement which the Issuer advertises for competitive bids;however,in keeping with the provisions of Rule G-23 of the Municipal Securities Rulemaking Board,FSC will request and obtain written consent to bid prior to submitting a bid, in any instance wherein FSC elects to bid, for any installment of such Debt Instruments; (2) Disseminate information to prospective bidders, organize such informational meetings as may be necessary, and facilitate prospective bidders' efforts in making timely submission of proper bids; (3) Assist the staff of the Issuer in coordinating the receipt of bids,the safekeeping of good faith checks and the tabulation and comparison of submitted bids; and (4) Advise the Issuer regarding the best bid and provide advice regarding acceptance or rejection of the bids. b. If the Debt Instruments are to be sold by negotiated sale,FSC will: (1) Recommend for Issuer's final approval and acceptance one or more investment banking firms as managers of an underwriting syndicate for the purpose of negotiating the purchase of the Debt Instruments. (2) Cooperate with and assist any selected managing underwriter and their counsel in connection with their efforts to prepare any Official Statement or Offering Memorandum. FSC will cooperate with and assist the underwriters in the preparation of a bond purchase contract,an underwriters agreement and other related documents. The costs incurred in such efforts,including the printing of the documents,will be paid in accordance with the terms of the Issuer's agreement with the underwriters,but shall not be or become an obligation of FSC, except to the extent specifically provided otherwise in this Agreement or assumed in writing by FSC. (3) Assist the staff of the Issuer in the safekeeping of any good faith checks, to the 3 extent there are any such, and provide a cost comparison, for both expenses and interest which are suggested by the underwriters, to the then current market. (4) Advise the Issuer as to the fairness of the price offered by the underwriters. 2. Offering Documents. Coordinate the preparation of the notice of sale and bidding instructions,official statement,official bid form and such other documents as may be required and submit all such documents to the Issuer for examination, approval and certification. After such examination, approval and certification, FSC shall provide the Issuer with a supply of all such documents sufficient to its needs and distribute by mail sets of the same to prospective purchasers of the Debt Instruments. Also, FSC shall provide copies of the final Official Statement to the purchaser of the Debt Instruments in accordance with the Notice of Sale and Bidding Instructions. 3. Credit Ratings. Make recommendations to the Issuer as to the advisability of obtaining a credit rating,or ratings,for the Debt Instruments and,when directed by the Issuer,coordinate the preparation of such information as may be appropriate for submission to the rating agency, or agencies. In those cases where the advisability of personal presentation of information to the rating agency,or agencies,may be indicated, FSC will arrange for such personal presentations, utilizing such composition of representatives from the Issuer as may be finally approved or directed by the Issuer. 4. Trustee,Paying Agent,Registrar. Upon request,counsel with the Issuer in the selection of a Trustee and/or Paying Agent/Registrar for the Debt Instruments, and assist in the negotiation of agreements pertinent to these services and the fees incident thereto. 5. Financial Publications. When appropriate,advise financial publications of the forthcoming sale of the Debt Instruments and provide them with all pertinent information. 6. Consultants. After consulting with and receiving directions from the Issuer,arrange for such reports and opinions of recognized independent consultants as may be appropriate for the successful marketing of the Debt Instruments. 7. Auditors. In the event formal verification by an independent auditor of any calculations incident to the Debt Instruments is required, make arrangements for such services. 8. Issuer Meetings. Attend meetings of the governing body of the Issuer, its staff, representatives or committees as requested at all times when FSC may be of assistance or service 4 and the subject of financing is to be discussed. 9. Printing. To the extent authorized by the Issuer,coordinate all work incident to printing of the offering documents and the Debt Instruments. 10. Bond Counsel. Maintain liaison with Bond Counsel in the preparation of all legal documents pertaining to the authorization, sale and issuance of the Debt Instruments. 11. Changes in Laws. Provide to the Issuer copies of proposed or enacted changes in federal and state laws,rules and regulations having,or expected to have,a significant effect on the municipal bond market of which FSC becomes aware in the ordinary course of its business, it being understood that FSC does not and may not act as an attorney for, or provide legal advice or services to,the Issuer. 12. Delivery of Debt Instruments. As soon as a bid for the Debt Instruments is accepted by the Issuer, coordinate the efforts of all concerned to the end that the Debt Instruments may be delivered and paid for as expeditiously as possible and assist the Issuer in the preparation or verification of final closing figures incident to the delivery of the Debt Instruments. 13. Debt Service Schedule,Authorizing Resolution. After the closing of the sale and delivery of the Debt Instruments,deliver to the Issuer a schedule of annual debt service requirements for the Debt Instruments and,in coordination with Bond Counsel,assure that the paying agent/registrar and/or trustee has been provided with a copy of the authorizing ordinance, order or resolution. SECTION II OTHER AVAILABLE SERVICES In addition to the services set forth and described in Section I herein above, FSC agrees to make available to Issuer the following services, when so requested by the Issuer and subject to the agreement by Issuer and FSC regarding the compensation,if any,to be paid for such services,it being understood and agreed that the services set forth in this Section 11 shall require further agreement as to the compensation to be received by FSC for such services: 1. Investment of Funds. From time to time, as an incident to the other services provided hereunder as financial advisor, FSC may purchase such investments as may be directed and authorized by Issuer to be purchased, it being understood that FSC will be compensated in the normal and customary manner for each such transaction. In any instance wherein FSC may become entitled to receive fees or other compensation in any form from a third party with respect to these investment activities on behalf of Issuer,FSC will disclose to Issuer the nature and, to the extent such is known, the amount of any such compensation so that Issuer may consider the information in making its investment decision. It is understood and agreed that FSC is a duly licensed broker/dealer and is affiliated with First Southwest Asset Management, Inc. ("FSAMI"), a duly registered investment advisor. Issuer may, from time to time, utilize the broker/dealer and/or investment advisory services of FSC and/or FSAMI with respect to matters which do not involve or affect the investment of bond proceeds or the financial advisory services referenced in this Agreement.The terms and conditions of the engagement of FSC and/or FSAMI to provide such services shall not be affected by the terms of this Agreement. 2. Exercising Calls and Refunding. Provide advice and assistance with regard to exercising any call and/or refunding of any outstanding Debt Instruments. 3. Capital Improvements Programs. Provide advice and assistance in the development of any capital improvements programs of the Issuer. 4. Long Range Planning. Provide advice and assistance in the development of other long-range financing plans of the Issuer. 5. Post-Sale Services. Subsequent to the sale and delivery of Debt Instruments,review the transaction and transaction documentation with legal counsel for the Issuer, Bond Counsel, auditors and other experts and consultants retained by the Issuer and assist in developing appropriate responses to legal processes, audit procedures, inquiries, internal reviews and similar matters. SECTION III TERM OF AGREEMENT This Agreement shall become effective as of the date executed by the Issuer as set forth on the signature page hereof and,unless terminated by either party pursuant to Section IV of this Agreement, shall remain in effect thereafter for a period of three(3)years from such date. Unless FSC or Issuer shall notify the other party in writing at least thirty(30)days in advance of the applicable anniversary date that this Agreement will not be renewed, this Agreement will be automatically renewed on the third anniversary of the date hereof for an additional one (1) year period and thereafter will be automatically renewed on each anniversary date for successive one(1) year periods. 6 SECTION IV TERMINATION This Agreement may be terminated with or without cause by the Issuer or FSC upon the giving of at least thirty(30) days' prior written notice to the other party of its intention to terminate, specifying in such notice the effective date of such termination. In the event of such termination,it is understood and agreed that only the amounts due FSC for services provided and expenses incurred to the date of termination will be due and payable. No penalty will be assessed for termination of this Agreement. SECTION V COMPENSATION AND EXPENSE REIMBURSEMENT The fees due to FSC for the services set forth and described in Section I of this Agreement with respect to each issuance of Debt Instruments during the term of this Agreement shall be calculated in accordance with the schedule set forth on Appendix A attached hereto.Unless specifically provided otherwise on Appendix A or in a separate written agreement between Issuer and FSC,such fees,together with any other fees as may have been mutually agreed upon and all expenses for which FSC is entitled to reimbursement,shall become due and payable concurrently with the delivery of the Debt Instruments to the purchaser. SECTION VI MISCELLANEOUS 1. Choice of Law. This Agreement shall be construed and given effect in accordance with the laws of the State of Texas. 2. BindingEffect, Assignment. This Agreement shall be binding upon and inure to the benefit of the Issuer and FSC,their respective successors and assigns;provided however,neither party hereto may assign or transfer any of its rights or obligations hereunder without the prior written consent of the other party. 3. Entire Agreement. This instrument contains the entire agreement between the parties relating to the rights herein granted and obligations herein assumed. Any oral or written representations or modifications concerning this Agreement shall be of no force or effect except for a subsequent modification in writing signed by all parties hereto. 7 FIRST SOUTHWEST COMPANY By: Hill A. Feinberg,Chairman a Chief Executive Officer By72 Garry R. ball Senior Vice President BRUSHY CREEK REGIONAL UTILITY AUTHORI INC. By: Titl �r /7 ate: 10 - T ATTEST- �) . S etary 8 APPENDIX A FINANCIAL ADVISORY FEE SCHEDULE AND EXPENSE ITEMS In consideration for the Financial Advisory services rendered in connection herewith,it is understood and agreed that the fee due to FSC for each sale of Debt Instruments will be 0.225%of the par amount for the sale of Debt Instruments relating to Phase 1 improvements and 0.175%of the par amount of Debt Instruments sold thereafter(with a$25,000 minimum fee due on any single issue of Debt Instruments). The above charges shall be multiplied by 1.25 times for the issuance of refunding bonds,reflecting the additional services required. The charges for ancillary services,including computer structuring and official statement printing,shall be levied only for those services which are reasonably necessary in completing the transaction and which are reasonable in amount,unless such charges were incurred at the specific direction of the Issuer. The payment of charges for financial advisory services described in Section I of theforegoingAgreement shall be contingent upon the delivery of bonds and shall be due at the time that bonds are delivered and payable by wire transfer. The payment of charges for services described in Section 11 of the foregoing Agreement shall be due and payable in accordance with the mutual agreement therefor between FSC and Issuer. The Issuer shall be responsible for the following expenses,if and when applicable,whether they are charged to the Issuer directly as expenses or charged to the Issuer by FSC as reimbursable expenses: Bond counsel Bond printing Bond ratings,including all expenses related to rating agency meetings;such expenses include transportation,meals,lodging and any other reasonable and customary expenses incurred Computer structuring Credit enhancement CPA fees for refunding Official statement preparation and printing Paying agent/registrar/trustee Other out-of-state travel expenses Underwriter and underwriters counsel Miscellaneous,including copy,delivery,and phone charges The payment of reimbursable expenses that FSC has assumed on behalf of the Issuer shall NOT be contingent upon the delivery of bonds and shall be due at the time that services are rendered and payable upon receipt of an invoice therefor submitted by FSC.