|
AUG 03 '9E 09~12 FR PRU SECiPUE FINiSEA 206 ~40 40?6 TO 9150354~8055 P.02i03
<br />APPENDIX A
<br />PRUDENTIAL SLCURITIE5 INCORPORATED
<br />One Seaport Plaza
<br />New York, NY 10292
<br />July 24, 1998
<br />ln connection with your enga~ement, dated July 24,1998, to serve as book running senior managing
<br />underwriter ~f the ~22 million of proposed COPs to provide financing for the Courthouse Square
<br />Yroject to bc devctoped by Mririon County (the "I3orrower"), we hereby a~ree to indemnify and hold
<br />harmless yoLi and your affiliates, the respective directors, officers, controlling persons (witliin ihe
<br />mer~ning of Section 15 of the Securities Act of 1933 or Section 20(~} of the Securities Exchange Act
<br />of 1934), if any, agents and employees of you or any of your a~liates (collectively, "Indemnified
<br />Persons" and individual.ly, an "Indemnified Person") iiom and against any and all claims, liabilities,
<br />losses, damagcs and expenses i.ncurred by s~r-y Indemnif ed Person (including fees and disbursements
<br />of yol~r and an Indemnified Person's counsel) which (A) are related to or arise out of (i) actions taken
<br />ar omitted to be taken (including any untrue statements ma~c or any statcments omittcd to be made)
<br />by the Borrowcr or (ii) actions taken or omitted to be taken by an Indemnified Person with our
<br />consent or in confonnity with our instruciions or our aetions or omissions or (B) are otherwise
<br />related to ar arise oui of Prudential Sccuritics' cngagcment, and will reimburse you and any other
<br />Indemnified Person for all costs and expenses, including fees oi' your or an Indemnified Person's
<br />counsel, as they arc incurred, in connection with investigating, preparing for, or defending any
<br />action, formal ar informal cl3i~n, investigation, inquiry or other proceeding, whether or not in
<br />connection with pending or threatened liti~ation, caused by or arising out of or in connection with
<br />you acting pursuant to tlle engagement, whether or not you or any lndcmnified Person is namcd as
<br />a party thereta and whether or not any liability results therefrom. We will not, however, be
<br />responsibie for ~uiy claims, liabilities, losses, damages, or expenses gursuant to clause (B) of the
<br />prcccding scntcnce which are finr~lly judici~lly determined to have resulted primarily from your bad
<br />faith or gross negligence. We aiso agree that neither you nor any other Indemnified Persan shall have
<br />any liability to us for or in connection with such engagement except for any such liability for claims,
<br />liabilities, losses, da~nages, or expenses incurred by us ~vhich is finally judicially determined to have
<br />resulted primarily from your bad faith or grc~ss 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 ihreatened claim, a.etion, suit or proceeding in respect of which indemnification may be
<br />sou~ht hereunder (whether or not Prudential Securities or any Indemnified Person is an actuai or
<br />potential parry to such claim, action, suit or proceeding) wiless such settleinent, compromise or
<br />consent includes an unconditional release of you and ~ach ather Indemnified Person hereunder fro~n
<br />all liability arising oux of such claim, action, suit or groceeding_ In arder to provide £or .just and
<br />equitable contribution, if a claim ior indemnification is made pursuant to these provisions but is
<br />lound in a final juc3.gment by a court of competent jurisdiction {not subject to further appeal) that
<br />such indemniiication is not available for any reason (except, wixh respect to inde~nnificatian sought
<br />-5-
<br />
|