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~~i Prude~tial <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 />~'~~~ <br />~,~~~ 2 6 i99~ <br />-r~ ^~ ' ~~ <br />This will confirm the understanding and agreement (the "Agreement") between Prudential Securities <br />Incorporated ("PSI") and Marion County, Oregon (the "Borrower") concerning the financing of the <br />Courthouse Squaze Project (the "Project") as follows: <br />1. Engagement - The Borrower hereby engages PSI to advise and assist in the planning and <br />structuring of the Project's fmancing and, ultimately to act as the bookrunning Senior Managing <br />Underwriter of certificates of participation issued to finance the Project (the "COPs"). <br />2. Underwriter's Services - Acting at all times in consultation with the Bonower, 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) Mazket the issue; and <br />fl Provide a final sales summary. <br />3. Borrower's ResponsibiGties - 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) Pernut PSI to consult with various parties, counsel and advisors concerning the Project and <br />proposed financing; <br />Nru~eMial Securiti~s Incorporated <br />1201 Third Avenue, Suite 5350 <br />Seattle, WA 98101 <br />Tel 206 340-4072 fax 206 340-4076 <br />-1- <br />