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Aftk e o~ 38 I cF 5':9 4co FERRIS Received ~~AICER ate -9 2MI Vd/1 ~•l, On GENERAL. AGREEMENT BETWEEN COUNTY OF LEE, NORTH CAROLINA AND FERRIS, BAKER WATTS, INCORPORATED August 7, 2001 617 Ferris, Baker Watts, Incorporated Member NYSE, SIPC Municipal Capital Markets Public Finance Department P.O. Box 344 629 East Main Street, Suite 1200 Richmond, Virginia 23218-0344 (804) 782-4001 (800) 4462921 Fax: (804) 649-2207 THIS AGREEMENT, made this 7th day of August 2001 by and between The County of Lee, North Carolina, having its principal office at the Lee County Government Center, Sanford, North Carolina 27331-1968 (hereinafter the "The County") and Ferris, Baker Watts, Incorporated, a corporation having its principal office at 1720 Eye Street, NW, Washington, D.C. 20006 (hereinafter the "Financial Advisor"). Pursuant to this Agreement, the County hereby retains the services of the Financial Advisor for the purpose of furnishing financial assistance and advice as it relates to the proposed Refunding of the outstanding General Obligation Bonds, dated July 1, 1992 (the "Refunding"). THE PARTIES HERETO AGREE TO THE FOLLOWING: I. SERVICES TO BE PROVIDED : During the term of this Agreement, the Financial Advisor, using its own staff and resources, except as otherwise indicated herein, will advise and assist the County regarding financing matters relative to the Refunding, to include developing financing strategies, assessing credit enhancement sources, assisting with the preparation of bond financing documentation. 2. DURATION OF AGREEMENT: The term of this Agreement shall commence as of the date of this Agreement and shall terminate upon the successful completion of the refunding. The County, upon thirty (30) days' notice, may cancel this Agreement for any reason with or without cause. 3. COMPENSATION AND EXPENSES: Compensation to the Financial Advisor for services rendered under this Agreement shall be a flat fee of $12,500. The County shall remit payment to the Financial Advisor not later than thirty (30) days after the closing date. In addition to the compensation for financial advisory services provided above, the County shall reimburse the Financial Advisor for out-of-pocket expenses with a cap of $1,000.00. Such expenses may include travel-related expenses, long distance telephone and telefax, postage and delivery, and document reproduction. Such expenses shall be only those reasonably and necessarily incurred by the Financial Advisor in connection with the services performed under this Agreement. If for some reason the proposed bond issue does not close, the County will only be liable for out-of-pocket expenses and not for the financial advisory fee to Ferris, Baker Watts, Inc. The County shall reimburse the Financial Advisor for all such expenses incurred not later than thirty (30) days after closing.