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~ Pr~adentia~ <br />August 21, 1998 <br />Mr. Billy Wasson <br />Courthouse Square Coordinator <br />Marion County <br />4040 Aumsville Highway S.E. <br />Salem, Oregon 97301 <br />Dear Mr. Wasson: <br />a~~ z s ~ssa <br />Pruderrtial Securities Incorporated <br />1201 Third Avenue, Suite 5350 <br />Seattle, WA 98101 <br />Tel 206 340-4072 Fax 206 340-4076 <br />This will confirm the understanding and agreement (the "Agreement") between Prudential Securities <br />Incorpora,ted ("PSI") and Marion County, Oregon (the "Borrower") concerning the financing of the <br />Courthouse Square Project (the "Project") as follows: <br />1. Engagement - The Borrower hereby engages PSI to advise and assist in the planning and <br />shucturing of the Project's fmancing and, ultimately to act as the bookrvnning Senior Managing <br />Underwriter of certificates of participation issued to fmance the Project (the "COPs"). <br />2. Underwriter's Services - Acting at all times in consultation with the Borrower, PSI agrees to <br />undertake the following scope of services: <br />a) Participate as part of the Working Group in the bond structuring: <br />b) Assist in the preparation of disclosure documents; <br />c) Solicit and receive bids from bond insurers and make recommendations based on <br />cost/benefit; <br />d) Prepare pricing book prior to the sale; <br />e) Market the issue; and <br />fl Provide a finai sales summary. <br />3. Borrower's Responsibilities - In connection with the financing, the Borrower will do the <br />following, among other things: <br />a) Furnish financial and other information concerning the Borrower and the Project as may be <br />requested by PSI; <br />b) Permit PSI to consult with various parties, counsel and advisors concerning the Project and <br />proposed financing; ~ <br />-1- <br />