AG 2007 12 17 - Laserfiche WebLink

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UBs Engagement Letter-UBS Securities LLC-Cabarrus County NC During the course of the engagement, UBS will assist Issuer and Issuer's counsel or bond counsel in preparing an official statement with respect to a municipal fmancing. UBS will participate when required in discussions with bond counsel, fmance officials or internal legal counsel of the Issuer. UBS will advise Issuer, as part of the underwriting process, of various fmancial structures for the proposed offering and their probable reception in the municipal bond markets. UBS will recommend the selection of co-managers (if necessary) who can assist in the efficient distribution of the Bonds. UBS will assist in the preparation of rating agency presentations and "road show" and such other marketing materials that Issuer may find useful connection with the offering of the Bonds. If a final commitment to underwrite is approved by UBS's Capital Commitment Committee, UBS will underwrite the Bonds (subject to an agreement among underwriters if the Issuer desires co-managers) and manage the public offering of the Bonds. Further details regarding each specific underwriting will be set forth in a Bond Purchase Agreement The Issuer and its chosen counsel will cooperate with and assist UBS in connection with such Securities Offering. As compensation for UBS's services, the Issuer will pay UBS a fee to be determined by the nature of the offering (but not less than the amounts set forth in Appendix A -any management fees are to be paid only to UBS and UBS percentage takedown will be not less than 80% should any transaction include a co-manager(s)). Fees will be payable to UBS in the form of an underwriter's discount on the Bond Issues as set forth therein. The fees, disbursements and other charges of UBS's outside legal counsel will be payable by the Issuer as a cost of issuance. UBS shall select such counsel in its sole discretion, after consultation with the Issuer. Unless earlier terminated pursuant to the provisions of this Agreement ("Agreement"), UBS's engagement hereunder shall extend from the date of this letter through the last day of term of engagement. UBS's engagement hereunder maybe terminated by the Issuer, or UBS at any time upon written notice to that effect to the other party. In the event that UBS is terminated for any reason other than cause, the provisions of this Agreement relating to the payment of expenses will survive any termination, expiration or suspension of this Agreement. It is understood that UBS is being engaged hereunder solely to provide the services described above to the Issuer and that UBS is not acting as an agent or fiduciary thereof, and shall have no duties or liability to officers or executive officials of the Issuer or any other third party in .connection with its engagement hereunder, all of which are hereby expressly waived. . This Agreement will be governed by, and construed in accordance with, the laws of the State of New York, without regard to principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby. The Issuer and UBS each hereby irrevocably waive any right they may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or the transactions contemplated hereby. This Agreement may not be assigned by either party without the prior written consent of the other party. G~ c~ Page 2 of 4