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C.~, S'.
<br />THIRQ DRAF'T: 11-18-98
<br />NEW ISSUE - NEGOTIATED Standard & Poor's Rating Applied For
<br />Moody's Rating Applied For
<br />See "Rating" herein
<br />~ BOOK-ENTRY-ONLY
<br />/n the oprnion of Stoel Rives LLP, Specral Tax Coun.se! to the County, under existing laws, court decisions, rulings and regulations and subject to certain
<br />ezceptiors described herein: (i) assumrng con~inuing compliance by the Counry with its covenants relating to the federal tax-exempt status of the interest
<br />components oJthe 1998 Financing Payments, under Sectron 103 of the Internal Revenue Code of / 986, as amended, the interest components of each /998
<br />Financing Payment paid by the County pursuanl to the Agreement and received by the Owners of the 1998 Certrficales is not incfudable for federal income
<br />tax purposes in the gross incomes of the registered Owners of the 1998 Certificates; and (ii) such interest is exempt from presenl personal income tazes
<br />imposed by the State oJOregon. See "TAX MATTERS" herein.
<br />.D22~0~~~00~~`
<br />CERTIFICATES OF PARTICIPATION
<br />(COURTHOUSE SQUARE PROJECT) 1998 SERIES A
<br />Evidencing Direct, Fractional Undivided Interests in the 1998 Financing Payments to be made pursuant to the
<br />Financing and Trust Agreement described herein by
<br />MARION COUNTY, OREGON
<br />DATED: December 1, 1998
<br />DUE: June 1, as shown on inside cover
<br />The Certificates of Participation (Courthouse Square Project) 1998 Series A(the "1998 Certificates"), represent direct, fractional
<br />undivided interests in the 1998 Financing Payments to be made by Marion County (the "County") pursuaz-t to the Financing and
<br />Trust Agreement (the "Agreement") dated as of December 1, 1998, between the County and Norwest Bank Minnesota, National
<br />Association, Minneapolis, Minnesota, as trustee (the "Trustee"). The proceeds of the 1998 Certificates will be used to fund, in
<br />part, development, design and construction of the County's share of the cost of Courthouse Squaze Project (the "Project"). 'The
<br />Project, which is being developed by the County and the Salem Area Mass Transit District (the "District"), includes an office
<br />building, a new bus transit center, public areas and subsurface parking in downtown Salem adjacent to the Marion County
<br />Courthouse.
<br />~r 'The 1998 Certificates are being executed and delivered by the Trustee pursuant to the Agreement. The 1998 Certificates will
<br />be executed and delivered in book-entry only form in denominations of $5,000 or integral multiples thereof. The 1998 Certificates
<br />will be registered Certificates issued in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC'), New
<br />York, New York. (See "T~-IE 1998 CERTIFICATES -- Book-Entry Only System" herein.) The interest components evidenced by
<br />the 1998 Certificates are payable semiannually on June 1 and December 1 of each year, commencing June 1, 1999. The principal
<br />components evidenced by the 1998 Certificates bear interest at the rates per annum and are payable on June 1 in the yeazs and in
<br />the amounts, all as shown on the inside front cover hereo£ The principal and interest components evidenced by the 1998
<br />Certificates will be paid by the Trustee in immediately available funds to DTC, which, in turn, will remit such principal and
<br />interest to the DTC Participants for subsequent disbursement to the Beneficial Owners of the 1998 Certificates.
<br />The principal components evidenced by the 1998 Certificates are subject to optional, mandatory and extraordinary prepayment
<br />prior to their stated due dates as described herein.
<br />The 1998 Financing Payments are payable from any lawfully available funds of the County that the County elects to duly
<br />budget and appropriate for such purpose in accordance with applicable law. The obligation of the County to pay the 1998
<br />Financing Payments is not a full faith and credit general obligation of the County and is not secured by the pledge of any
<br />County revenues or by the taxing powers of the County. The Trustee, the Insurer and the Owners of the 1998 Certificates may
<br />not compel the County to budget and appropriate funds, or to levy any tax or charge, for the purpose of paying any 1998
<br />Financing Payments when due. The obligation of the County to pay the 1998 Financing Payments is secured by a pledge of
<br />the Security made pursuant to the Agreement, which Security includes a pledge of the moneys held by the Trustee under the
<br />Agreement and a mortgage lien on the County's interest in the Project granted to the Trustee pursuant to the Mortgage.
<br />THE COUNTY'S OBLIGATION TO MAKE THE 1998 FINANCING PAYMENTS DUE IN EACH FISCAL YEAR SHALL BE AND REMAIN
<br />SUBJECT TO THE COUNTY'S HAVING DULY BUDGETED AND APPROPRIATED, IN ACCORDANCE WITH APPLICABLE LAW,
<br />FUNDS FOR THE PURPOSE OF PAYING SUCH 1998 FINANCING PAYMENTS. IF, FOR ANY REASON, THE COUNTY FAILS OR
<br />REFUSES TO DULY BUDGET AND APPROPRIATE, IN ACCORDANCE WITH APPLICABLE LAW, FUNDS FOR THE PURPOSE OF
<br />PAYING THE 1998 FINANCING PAYMENTS DUE IN ANY FISCAL YEAR, THE AGREEMENT SHALL TERMINATE, THE COUNTY
<br />~ WILL HAVE NO FURTHER OBLIGATION TO MAKE ANY 1998 FINANCING PAYMENTS, AND THE TRUSTEE MAY PROCEED TO
<br />*Preliminary, subject to change
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