MUNICIPAL ADVISOR AGREEMENT BETWEEN AUTOPISTAS DE PUERTO RICO, LLC AND SAMUEL A. RAMiREZ & CO., INC.
The Parties to this Agreement are Autopistas de Puerto Rico, LLC (the "Company") and Samuel A. Ramirez & Co., Inc, ("Ramirez or Advisor"),
WITNESSETH
WHEREAS, the Company needs assistance in connection the potential purchase of all or a portion of the approximately outstanding $141,332,270 Special Facility Revenue Refunding Bonds, 2003 Series A — Teodoro Moscoso Bridge ("Proposed Transactions");
WHEREAS, the Puerto Rico Highways and Transportation Authority issued the bonds and lent the proceeds to the Company (obligated person);
WHEREAS, the Company is dully authorized by its parent Abertis Infraestructuras, SA (Abertis) to coordinate and execute all of the steps to be taken in anticipation of the Proposed Transactions, including the engagement of any service providers required therefor;
WHEREAS, the Advisor is engaged in providing municipal advisory services to municipal securities issuers and obligated persons, and has the experience, expertise, skill and regulatory approvals to provide such services;
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable considerations, the Company and Advisor ("Parties") hereto agree as follows:
ARTICLE 1 Appointment of Advisor
The Company hereby designates the Advisor for the term of this Agreement to act in such capacity as an Advisor to Company, and the Advisor hereby accepts such designation and the fiduciary duty to Company that arises from such designation. For purposes of this Agreement, "Advisor" will have the meaning of "municipal advisor" as defined in Section 15B (e) (4) of the Securities Exchange Act of 1934 (the "Act"). The term "municipal advisor" is used in this Agreement as defined in the Act.
Advisor agrees and understands that:
1. Company reserves the right to enter into agreements with other persons or entities to perform services related to the Proposed Transactions. 2. Company retains the right to determine all of the terms and conditions of the Proposed Transactions, and to accept or reject any proposals submitted to it in its sole and absolute discretion, 3. Advisor shall promptly observe and comply with applicable provisions of all federal, state and load laws, rules and regulations which govern or apply to the services rendered by Advisor hereunder.