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APPENDIX A
<br />PRUDENTIAL SECURITIES INCORPORATED
<br />One Seaport Plaza
<br />New York, NY 10292
<br />July 24, 1998
<br />In connection with your engagement, dated July 24, 1998, to serve as sole managing underwriter of
<br />the $22 million of proposed COPs to provide financing for the Courthouse Square Project to be
<br />developed by Marion County (the "Borrower"), we hereby agree to indemnify and hold harmless you
<br />and your affiliates, the respective directors, officers, controlling persons (within the meaning of
<br />Section 15 of the Securities Act of 1933 or Section 20(a) of the Securities Exchange Act of 1934),
<br />if any, agents and employees of you or any of your affiliates (collectively, "Indemnified Persons"
<br />and individually, an "Indemnified Person") from and against any and all claims, liabilities, losses,
<br />damages and expenses incurred by any Indemnified Person (including fees and disbursements of
<br />your and an Indemnified Person's counsel) which (A) are related to or arise out of (i) actions taken
<br />or omitted to be taken (including any untrue statements made or any statements omitted to be made)
<br />by the Borrower or (ii) actions taken or omitted to be taken by an Indemnified Person with our
<br />consent or in conformity with our instructions or our actions or omissions or (B) are otherwise
<br />related to or arise out of Prudential Securities' engagement, and will reimburse you and any other
<br />Indemnified Person for all costs and expenses, including fees of your or an Indemnified Person's
<br />counsel, as they are incurred, in connection with investigating, preparing for, or defending any
<br />action, formal or informal claim, investigation, inquiry or other proceeding, whether or not in
<br />connection with pending or threatened litigation, caused by or arising out of or in connection with
<br />you acting pursuant to the engagement, whether or not you or any Indemnified Person is named as
<br />a party thereto and whether or not any liability results therefrom. We will not, however, be
<br />responsible for any claims, liabilities, losses, damages, or expenses pursuant to clause (B) of the
<br />preceding sentence which are finally judicially deternuned to have resulted primarily from your bad
<br />faith or gross negligence. We also agree that neither you nor any other Indemnified Person shall have
<br />any liability to us for or in connection with such engagement except for any such liability for claims,
<br />liabilities, losses, damages, or expenses incurred by us which is finally judicially determined to have
<br />resulted primarily from your bad faith or gross negligence. We further agree that we will not, without
<br />your prior written consent, settle or compromise or consent to the entry of any judgment in any
<br />pending or threatened claim, action, suit or proceeding in respect of which indemnification may be
<br />sought hereunder (whether or not Prudential Securities or any Indemnified Person is an actual or
<br />potential party to such claim, action, suit or proceeding) unless such settlement, compromise or
<br />consent includes an unconditional release of you and each other Indemnified Person hereunder from
<br />all liability arising out of such claim, action, suit or proceeding. In order to provide for just and
<br />equitable contribution, if a claim for indemnification is made pursuant to these provisions but is
<br />found in a final judgment by a court of competent jurisdiction (not subject to further appeal) that
<br />such indemnification is not available for any reason (except, with respect to indemnification sought
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<br />~i Prudential
<br />Securities
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