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HomeMy WebLinkAbout74 of 1977 - A resolution authorizing the issuance of not exceeding $1,000,000 principal amount of industrial RevIrr 1 4 —. . Resolution .No. "24 1,. i By Jennings Phillips.Jr. . _ COJIMI6SIONe1 I 4 ! , Authorizing,the issuance of not I exceeding$1,000,000.00 principal amount of industrial Revenue Bonds ' of Salt Lake City Corporation, for i the purpose.of financing the construe-, tion of additions to a commercial, industrial axed manufacturing facility 1 for use by Western Steel Company, In a Utah' corporation and a wholly-owned I subsidiary of Joy Manufacturing Comp- 1 t tinselled to the hard of Commissioner% AND PASSED .1UL121917 -- -,�J n ncoar•- a x I I Lhh.. ( r 1 1 1 ROLL CALL ' VOTING Aye Nay Salt Lake City,Utah, --� �7' 'y'1�2• ,19 77 Mr.Chairman f I move that tie Resolution be adopted. .� Agraz Greener / .\ (7/./(01 1 f s • Hogensen / � Phillips % \gESOLUTION Result // A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $1,000,000.00 PRINCIPAL AMOUNT OF INDUSTRIAL REVENUE BONDS OF SALT LAKE CITY CORPORATION, FOR THE PURPOSE OF FINANCING THE CONSTRUCTION OF ADDITIONS TO A COMMERCIAL, INDUSTRIAL AND MANUFACTURING FACILITY FOR USE BY WESTERN STEEL COMPANY, INC., A UTAH CORPORATION AND A WHOLLY-OWNED SUBSIDIARY OF JOY MANUFACTURING COMPANY, A PENNSYLVANIA CORPORATION; AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT, ASSIGNMENT AND PLEDGE, A TRUST INDENTURE AND RELATED DOCUMENTS; PROVIDING FOR THE TERMS AND SECURITY OF SAID INDUSTRIAL REVENUE BONDS; PROVIDING FOR THE REMEDIES OF THE HOLDER OF SAID INDUSTRIAL REVENUE BONDS. WHEREAS, Salt Lake City Corporation, Salt Lake County, State of Utah, (the "City" herein) , desires to promote, stimulate and develop the general economic welfare and prosperity of the City, to increase employment and strengthen the tax base with the City, and to achieve greater industrial development in the State of Utah; and WHEREAS, the City is authorized pursuant to the provisions of the Utah Industrial Facilities Act, Chapter 17 of Title 11, Utah Code Annotated, 1953, as amended, (sometimes referred to herein as the "Act") , to permit construction of a commercial, industrial and manufacturing facility, together with appurtenant equipment, tools and fixtures (all herein sometimes referred to as the "Project") , and to finance the construction and equipping of the Project by the issuance of Industrial Revenue Bonds of the City; and WHEREAS, the City has determined to issue Industrial Revenue Bonds in the principal amount of not exceeding $1,000,000.00 -2- ("Bonds" herein) for the purpose of financing the construction and equipping of the Project; and finds that it is proper and desirable to issue such Bonds. Preliminary approval has been given by the City pursuant to resolutions dated February 24, 1977 and May 10 , 1977, and this final approving resolution is in fur- therance thereof; and WHEREAS, upon fulfillment of all conditions hereof, the City proposes to enter into a Loan Agreement ("Loan Agreement" herein) with Joy Manufacturing Company ("Joy" herein) a corporation organized and existing under the laws of the Commonwealth of Pennsylvania and qualified to do business in the State of Utah, under which Loan Agreement the City will finance the Project for Joy for use by Joy's subsidiary, Western Steel Company, Inc. ("Western" herein) in consideration of (1) certain payments under a promissory Note (the "Note" herein) which will be sufficient to pay the principal of, premium, if any, interest and other fees and charges pertaining to the Bonds, and (2) certain additional covenants of Joy as will be set forth in detail in said Loan Agreement and other documents related thereto; and WHEREAS, the City proposes to sell the Bonds to be issued under authority of this Resolution to The Robinson-Humphrey Company, Inc. , with headquarters in Atlanta, Georgia (the "Original Purchaser" herein) , for its own investment or for resale, or in the event of failure of said institution to purchase the same, sale will be made to any financial institution or underwriter which can lawfully purchase the Bonds. The issuance of the Bonds and sale thereof are intended to be exempt from registration under the Securities Act of 1933 and the Utah State Securities Act unless the Original Purchaser is required to and does effect an appro- priate registration as required by law; and WHEREAS, the City also proposes to enter into a Trust Indenture with First Security Bank of Utah, N.A., as Trustee, by • -3- which the Note of Joy evidencing Joy's obligations under the Loan Agreement will be pledged as security for the benefit of bond- holders. The proposed form of the Note, the Loan Agreement, the Trust Indenture, the Bonds, and the Bond Purchase Agreement have been submitted to the City Commission for review, and are approved in substance and form, and have also been approved by the City Attorney; and WHEREAS, the property on which the Project is to be located is wholly within the incorporated boundaries of Salt Lake City, and represents the expansion of existing facilities owned and used by Western in Salt Lake City. NOW, THEREFORE, BE IT ENACTED BY THE CITY COMMISSION OF SALT LAKE CITY CORPORATION, THAT: Section 1. Project Authorized. The construction and equipping of the Project are hereby authorized in accordance with law, the Project to consist of the improvements and equipment described in Exhibit "A" attached hereto, representing additions to the existing commercial, industrial and manufacturing facilities of Western. Section 2. Bonds Authorized. For the purposes of fin- ancing the costs of construction and equipping of the Project and all costs incidental to issuance of the Bonds, the City hereby authorizes the issue of the Bonds described as "Salt Lake City Corporation Industrial Revenue Bonds, Series 1977" in the principal amount of not exceeding $1,000,000.00, dated July 1, 1977, but which may be issued and delivered on such other date as may be selected by the parties as the date of closing. The date of July 1, 1977, is used for convenience and the Bonds may be issued, dated, and sold at any time after that date upon fulfillment of all condi- tions precedent to issuance imposed by statute or the agreements referred to herein. The Bonds may be issued in denominations of $5,000.00 or such integral multiples thereof as the Original -4- Purchaser before the date of closing, which rate is anticipated to be five and seven-eighths percent (5-7/8%) per annum. Interest shall be payable to the holder or holders of the Bonds semi- annually during each year following issue of the Bonds, commencing six months following the date thereof or each January and July commencing January 1, 1978, or upon such other dates certain as may be negotiated with the Original Purchaser prior to the closing of the Bonds. Said Bonds will be due July 1, 1997, with a manda- tory sinking fund to begin July 1, 1993, providing for retirement and discharge of principal amounts of $200,000.00 per year through July 1, 1997, at which date all payments will be due in full. Other details of the Bonds are as set forth in the Trust Indenture and in the Bond Form, a copy of which is attached hereto as Exhibit "B". Section 3. Source of Payment. The principal of, pre- mium, if any, interest, Trustee's fees and expenses pertaining to the Bonds authorized to be issued pursuant to this Resolution, shall be payable solely from the Note proceeds or other receipts to he received by the Trustee for the account of the City, from Joy or other sources related to the Project and payment thereof shall be secured as provided herein. Nothing in this Resolution or any documents issued or executed under authority hereof shall be construed in any manner to impose any financial obligation or liability whatever on the City and no part of any payments for expenses, principal, interest or other charges on the Bonds shall be or become a charge against any revenues or taxes of the City. The City has relied in part on the indemnities contained in the Loan Agreement and Bond Purchase Agreement hereinafter referred to as a condition to entering these transactions. Section 4. Sale of Bonds. The sale of the Bonds to the Original Purchaser at the price of 100% of principal plus accrued interest from July 1, 1977, to the date of delivery, is -5- hereby authorized, approved and confirmed. The issuance and sale of the Bonds shall be effected through use of information con- tained in the official statement hereinafter referred to, but shall otherwise be accomplished without registration through the Securities and Exchange Commission or the Utah State Securities Commission. The law firm of Ray, Quinney & Nebeker, Salt Lake City, Utah, serving as Bond Counsel in these transactions,has advised the City, and will opine at closing, that such issuance and sale are exempt from registration under Section 3(a) (2) of the Securities Act of 1933, as amended, and Section 3(a) (12) of the Securities Exchange Act of 1934, as amended, and that the Trust Indneture is exempt from the qualification provisions of the Trust Indenture Act of 1939, as amended, and further that similar exemptions exist under applicable state laws. Section 5. Disposition of Proceeds. The proceeds from the sale of the Bonds will be deposited with the Trustee and disbursed and applied strictly for the costs of issuing and selling the Bonds, for the construction and equipping of the Project and otherwise in accordance with the Trust Indenture. Section 6. The Loan Agreement. The Loan Agreement in substantially the form reviewed and approved by the City Attorney is hereby authorized to be executed, acknowledged and delivered on behalf of the City by the Mayor and City Recorder and said officers are hereby authorized and directed to cause the Loan Agreement to be accepted, executed and acknowledged by Joy. Said Loan Agreement, as finally executed, shall be deemed incorporated in this authorizing resolution by reference and a copy thereof shall be maintained for public inspection at the office of the City Recorder. Section 7. The Trust Indenture. For the purpose of further securing the Bonds and to provide the details thereof and to prescribe the terms and conditions on which the Bonds are to be secured, executed, authenticated, accepted and held, -6- the Trust Indenture in substantially the form reviewed and approved by the City Attorney is hereby authorized to be executed, acknow- ledged and delivered on behalf of the City by the Mayor and City Recorder and said officers are hereby authorized and directed to cause the Indenture to be accepted, executed and acknowledged by the Trustee, which shall be First Security Bank of Utah, N.A. The Trust Indenture as finally executed shall be deemed incorporated in this authorizing resolution by reference and a copy thereof shall be maintained for public inspection at the office of the City Recorder. 8. The Official Statement. The Official Statement in substantially the form reviewed and approved by the City Attorney (a copy of the final version of which shall be available for public inspection at the office of the City Recorder) is in all respects hereby authorized, approved and confirmed. The Original Purchaser is hereby authorized to use the Official Statement in reselling the Bonds; provided that this approval and authorization does not extend to the information concerning Joy contained in the Appendix to the Official Statement, but nothing herein shall be construed as prohibiting the Original Purchaser from including such information therein for use in reselling the Bonds pursuant to authorization from Joy. The information contained in said Official Statement is believed to be true and correct, but, except as to the City's own legal status as a municipality, its lawful power to engage in these transactions and other matters pertain- ing to the City itself, the City has not made and does not hereby make any representation or warranty with respect to the accuracy of any such information. 9. The Bond Purchase Agreement. The Bond Purchase Agreement in substantially the form reviewed and approved by the City Attorney is hereby authorized to be executed, acknowledged and delivered on behalf of the City by the Mayor and City Recorder and said officers are hereby authorized and directed to cause the -7- Bond Purchase Agreement to be accepted, executed and acknowledged by Joy. Said Bond Purchase Agreement as finally executed shall be deemed incorporated in this authorizing resolution by reference and a copy thereof shall be maintained for public inspection at the office of the City Recorder. 10. Bonds as Eligible Investments. It is hereby declared to be the intent of this Ordinance pursuant to the Act, that the Bonds issued under authority hereof shall be a security in which all public officers and public bodies of the State of Utah and its political subdivisions may invest and may accept on deposit in accordance with law, together with creating hereby an eligible investment for all insurance companies, credit unions, building and loan associations, trust companies, banking associations, investment companies, executors and trustees and other fiduciaries, pension, profit-sharing and retirement funds and all other such public or quasi-public organizations specified by statutes of the State of Utah. 11. Tax Exemptions. It is hereby declared to be the intent of this Ordinance pursuant to the Act and opinion of Bond Counsel, that the Bonds issued under authority hereof and the interest income therefrom, shall be exempt from all taxes imposed by the State of Utah or any political subdivision thereof, and that the interest income from the Bonds shall be exempt from federal income taxation under the Internal Revenue Code. The Project and real and personal property included therein shall further be exempt from ad valorem and similar taxes imposed by the State of Utah and any political subdivision thereof to the extent therein of the nominal interests of the City as issuer of the Bonds for financing the Project, but this exemption shall not extend to the beneficial and economic interests of Joy and/or Western, all of which private interests in the Project or any of the property used in connection therewith shall be fully subject to taxation in accordance with law. -8- 12. Binding Covenants. All covenants, stipulations, obligations and agreements contained in this Resolution, the Loan Agreement, the Trust Indenture, the Bonds, the Bond Purchase Agreement and other documents executed pursuant to authority hereof shall be deemed to be obligations and covenants of the City and binding upon the City, none of which, however, shall create any general obligation of the City or constitute a charge on its taxable property. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and lia- bilities imposed upon the City by all such documents shall be exercised or performed by the Mayor with the attest or concurrence of the City Recorder, except where applicable statutes or regula- tions would require action by the entire City Commission. No obligation or covenant of the City contained in any such documents shall be deemed an obligation or covenant of any officer, agent or employee of the City in his or her individual capacity and neither the Mayor, the members of the City Commission nor any officers of the City issuing or executing the Bonds or any other documents shall be personally liable on the Bonds or any expenses in connection therewith, or subject to accountability by reason of the issuance thereof. Section 13. Limitation on Rights. Nothing in this Resolution or in the other documents executed in connection there- with, express or implied, shall be construed to confer upon any person, firm or corporation other than the City, Joy, the Trustee or the holder(s) of the Bonds, any right, remedy or claim, legal or equitable, unless expressly provided in this Resolution or any other documents to be executed under authority hereof. This Resolution and all such documents are intended to be for the sole and exclusive benefit of the parties mentioned herein. Section 14. Severability. In case any one or more of the provisions of this Resolution, the Loan Agreement, the Trust Indenture, the Bond Purchase Agreement or other documents executed -9- in connection therewith, or of the Bonds to be issued under authority hereof, shall for any reason be held by any court of competent jurisdiction to be illegal or invalid, such illegality or inva- lidity shall not affect any other provisions of this Resolution, such other documents or the Bonds, and this Resolution and all such documents and the Bonds shall be construed and enforced as if such illegal or invalid provision or provisions had not been contained therein. Section 15. Conditions Precedent. All acts, conditions and things relating to the passage of this Resolution, to provide authority for issuance of the Bonds and execution of all documents necessary in connection therewith, required by the Constitution or the Act or other laws of the State of Utah, which must happen, exist and be performed precedent to the passage hereof and the providing said authority, have happened, do exist and have been performed as required by law. Section 16. Execution of Documents.The Mayor, City Recorder and such other officers and officials of the City as may be appropriate are hereby authorized to execute and deliver for and on behalf of the City any and all additional certificates, documents and other papers, including the office of the City Attorney with respect to any required legal opinion, and do any and all things deemed necessary in order to effect the issuance and sale of the Bonds, and the execution and delivery of the Loan Agreement, the Bond Purchase Agreement and the Trust Indenture and to implement and carry out all matters herein authorized and the intent and purpose of this resolution. The officers of the City required to sign in execution or attestation of the Bonds may do so by facsimile signature printed or engraved thereon. In addition, the official corporate seal of the City may be printed or engraved on the Bondswhere required. -10- Section 17. Officers and Successors. The members of the Commission, the Mayor, the City Recorder, and all other of- ficers, attorneys, and other agents or employees of the City are hereby authorized and instructed to do all acts and things required of them by this Resolution, the Bonds, and other docu- ments executed in connection therewith, for the full, punctual and complete performance of all of the terms, covenants and agree- ments contained therein and constituting obligations of the City. In the event the members of the Commission, the Mayor, the City Recorder or any other officers of the City shall be replaced here- after by election, resignation, removal or otherwise, or in the event a designated officer is at any time unavailable to act by reason of illness, disability or absence from the State of Utah, then, in either such event, the duly elected, appointed or acting successor or lawful substitute, as the case may be, shall be en- titled to act, including the execution of the Bond and other docu- ments, and such acts or signatures shall be fully effective and binding on the City. Section 18. Interpretation. This Resolution, the Bonds and other documents executed in connection therewith shall be interpreted and construed in accordance with the laws of the State of Utah, with the intent and purpose that all such documents shall carry forth the matters necessary for the construction and financing of the Project, the issuance and payment of the Bonds and performance of all other obligations of the City herein con- tained or referred to. Liberal construction of all such docu- ments shall be observed for the assurance and protection of the holder(s) of the Bonds, and any ambiguities or minor errors herein shall not invalidate this Resolution, and the further documents in furtherance of the Bond issue may be executed in substantial compliance herewith. The term "holder" or "bondholder" as used herein shall include both the plural and the singular, as appli- cable, and shall include the Original Purchaser and any subsequent -11- purchaser, as applicable. The titles to the various sections con- tained in this Resolution are for ease of reference only and shall not be considered part of this Resolution if anything therein suggests a meaning contrary to the express language of this Resolu- tion. Section 19. Effective Date. This Resolution shall be effective immediately upon its adoption, and the Bonds may be issued at any time thereafter. The Commission finds that it shall be unnecessary to publish this Resolution, any such publica- tion being discretionary under the Act. Section 20. Irrepealability of Resolution. After the Bonds are issued, this resolution shall be and remain irrepealable until the Bonds, the interest thereon, the premium, if any, and the Trustee's fees and expenses shall have been fully paid, can- celled and discharged. This resolution shall be entered and main- tained in appropriate City records kept for such purposes. Passed by the Board of Commissioners Of 5'ait`Lake City, Utah, this 12th day of July, 1977. MAYOR xkmr\-olv-aiLA SIO ER COMMI ISSIONER COMMISSIONER EXHIBIT A Si,00n,000 SALT LAKE CITY CORPORATION INDUSTRIAL REVENUE BONDS DESCRIPTION OF WESTERN STEEL PROJECT ("PROJECT") MATERIAL PREPARATION AREA: 1. Construct building addition (32,340 square feet) - Includes heating, lighting and concrete. 2. Purchase the following equipment: One bridge crane (10-ton) One bridge crane (3-ton) for side wing Four jib cranes (2-ton each) Two vacuum lifting devices 3. Construct rail spur. 4. Install transfer rail and shuttle cars. 5. Relocate existing equipment, Shop No. 2 office and tool room. PAINT AND STORAGE AREA: 1. Enclose paint and storage facility (9,000 square feet) - Includes heating, lighting, etc.). 2. Purchase required exhaust equipment. 3. Rearrange area. CHANGE HOUSE AND TOILET FACILITIES: 1. Relocate change house to Shop No. 2. 2. Expand change house to 4,000 square feet. 3. Install toilet facilities in Shop No. 1. SHOP YARD: 1. Cover yard with crushed slag. EXHIBIT "A" �. • Material Preparatin.I earralorn•r. of 1. Building enclosure, heating, lighting and concrete 32,340 sq. ft. @ 516/sq. ft. 5517,440 2. Bridge crane (pendant or radio controlled) 10-ton 40,000 3. 4 jib cranes (2-ton) 10,000 4. 2 vacuum lifting devices 8,000 5. Relocate existing equipment 30,000 6. New rail spur 8,800 7. Transfer rail and shuttle cars 5,000 to 8. Bridge crane for side wing (3-ton) 10,000 9. Relocate shop #2 office & tool room 8,000 Total $637,240 10% contingency 63,700 Total $700,940 Enclose Paint And Storage Area 1. Enclose, heat, and light @ $10/sq. ft. 90,000 2. Exhausting equipment 75,000 3. Rearrangement cost 15,000 Total $180,000 Change House And Toilet Facility Enlargement 1. Sewer connection $ 6,000 2. Changeroom expansion 45,000 3. Changeroom relocation 10,000 4. Install toilet facilities in Shop #1 5 000 Total . S 66,000 Covnr Yard Uir.nr.',.H ;1,1,1 Grade, spread slap and sr:peth s Tax (Equiprent Only 63,000 x 51 3,400 Freight (Equiprrant) 2,509 Total 5 5,999 Overall Total SS177,24) THIS BOND REPRESENTS A LIMITED OBLIGATION OF SALT LAKE CITY COR- PORATION AND DOES NOT CONSTITUTE OR GIVE RISE TO A GENERAL OBLIGA- TION OR LIABILITY OF SALT LAKE CITY CORPORATION OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS. UNITED STATES OF AMERICA STATE OF UTAH COUNTY OF SALT LAKE SALT LAKE CITY CORPORATION INDUSTRIAL REVENUE BOND SERIES 1977 (JOY MANUFACTURING COMPANY PROJECT) NOT IN EXCESS OF $1,000,000.00 AGGREGATE No. $5,000.00 SALT LAKE CITY CORPORATION, a body politic of the State of Utah (the "CITY" herein) , for value received, acknowledges itself to be indebted and hereby promises to pay to the registered owner hereof and solely from the source hereinafter provided, on July 1 , 1997 , the principal sum of $5,000.00, and in like manner to pay interest on said sum from the date hereof at the rate of Five and Seven Eighths percent (5 7/8%) per annum on January 1, 1978, and semiannually thereafter on July 1st and January 1st of each year until said principal sum is paid, except as the provisions hereinafter set forth regarding redemption prior to the maturity may become applicable hereto. Both principal of and interest on this Bond are payable in lawful money of the United States of America through the office of the Paying Agent and Trustee, FIRST SECURITY BANK OF UTAH, NATIONAL ASSOCIATION, Cor- porate Trust Division, Main at First South Offices, 79 South Main Street, Salt Lake City, Utah. This Bond is one of an authorized issue of Bonds limited in aggregate principal amount to $1,000,000.00 issued and authorized BOND FORM -1- Exhibit "B" to be issued for the purposes of paying the costs of construction and improvement of property in Salt Lake City, Salt Lake County, Utah, including construction thereon of an industrial, manufacturing and commercial facility, together with equipment, tools, fixtures and other appurtenances (all herein sometimes referred to as the "Project") and the costs and expenses incurred in connection with the authorization, sale and issuance of the Bonds, all to be accomplished for the promotion, stimulation and development of the general economic welfare and prosperity of the citizens of Salt Lake City and to achieve greater industrial development in the State of Utah. The Project will be used by Western Steel Company, Inc., a corporation organized and existing under the laws of the State of Utah ("Western") which is a wholly-owned subsidiary of Joy Manufacturing Company, a corporation organized and existing under the laws of the Commonwealth of Pennsylvania ("COMPANY") . The CITY and the COMPANY have entered a Loan Agreement (the "Loan Agreement") under which the COMPANY has covenanted to pay amounts hereinafter described. The Bonds are issued pursuant to and subject to the pro- visions of: (a) the Utah Industrial Facilities Act, Chapter 17 of Title 11, Utah Code Annotated, 1953, as amended (the "Act") ; (b) preliminary resolutions heretofore duly adopted by the CITY on February 24, 1977, and May 10, 1977, and a final authorizing resolu- tion duly adopted by the CITY on July 12 , 1977 (the "Resolution") ; (c) the Trust Indenture, also authorized by said Act and said Resolution, executed as of July 1, 1977, by and between the CITY and FIRST SECURITY BANK OF UTAH, NATIONAL ASSOCIATION, Trustee; and (d) the aforementioned Loan Agreement. Reference is hereby made to said Resolution, Trust Indenture, and Loan Agreement, and to all amendments and supplements thereto, for the detailed provisions, BOND FORM -2- among others, with respect to the nature and extent of the security, the rights, the duties and obligations of the CITY, the COMPANY and the Trustee and the holders of the Bonds and the terms upon which the Bonds are or may become issued and secured. The principal, premium, if any, and interest due or to become due on this Bond and the issue of Bonds of which it forms a part together with Trustee's fees and expenses, are payable solely from the proceeds of the Note of the COMPANY executed under said Loan Agreement and any other revenues to be derived from the Project. The payment of said principal, premium, if any, interest, fees and expenses has been and is secured by a pledge and assignment of the Note and all such Note proceeds to the Trustee for the benefit of the Bondholders, all of which is more fully defined in the Trust Indenture to which reference has been made. The Note and proceeds thereof shall be sufficient to pay, through the Trustee, the principal, premium, if any, interest, and Trustee's fees and expenses pertaining to the Bonds. The Bonds are limited obligations of the CITY as herein certified and do not now or shall never constitute an indebtedness of the CITY within the meaning of any state consti- tutional provisions or statutory limitations appertaining to munici- pal indebtedness, and the obligations represented by the Bonds shall not give rise to any pecuniary liability of the CITY whatsoever, and shall not be a charge against any of the property or taxing powers of the CITY. No recourse shall be had for the payment of the Bonds, the interest thereon or other costs incidentthereto against any officer or employee of the CITY. Note payments sufficient for the prompt payment when due of the principal and interest on said Bonds are to be paid by the COMPANY to the Trustee for account of the CITY and deposited in a fund created for this purpose designated "Salt Lake City Industrial Revenue Bond Fund -- Joy Manufacturing Company Project," to be used for timely payments to the holders of the Bonds. BOND FORM -3- Interest accruing on this Bond will be paid upon the due dates according to the proper calculation thereof by the Paying Agent, FIRST SECURITY BANK OF UTAH, N.A., which is also the Trustee and the Bond Registrar. The principal of this Bond shall be payable to the registered owner and holder thereof upon due endorsement, presentation and surrender of this Bond. Pursuant to the authority vested in the CITY under Section 11-17-13, Utah Code Annotated, 1953, as amended, the CITY, acting for and on behalf of the State of Utah, does hereby pledge to and agree with the holder of this Bond that the State of Utah will not alter, impair or limit the rights vested hereby until this Bond and all interest payments thereon have been fully met and discharged. The provisions hereof shall in no manner be construed to authorize public distribution of or public trading in this Bond or any of the issue of which it forms a part, except in accordance with applicable state and federal law. The Bonds are issued and sold without registration pursuant to exemptions under Section 3 (a) (2) of the Securities Act of 1933, Section 3 (a) (12) of the Securities Exchange Act of 1934, exemption provisions under the Trust Indenture Act of 1939, and similar exemptions under applicable state law, unless an appropriate registration statement is filed and made effective pursuant to law. The holder of this Bond shall have no right to enforce the provisions of the Trust Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default thereunder, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided therein, all of which actions may be taken only through or with the approval of the Trustee. BOND FORM -4- This Bond shall be fully negotiable, but shall be re- gistered in the name of the holder on registration books kept by the Trustee, as Bond Registrar, as to both principal and interest, with such registration being noted hereon by the Trustee. After such registration, no transfer of this Bond shall be valid unless made on said registration books at the request of the registered owner hereof, or attorney duly authorized, and similarly noted hereon. This Bond may be discharged from registration by being so transferred to bearer, after which it shall be transferable by delivery, but this Bond may be again registered as before. This Bond is issued with the intent that the laws of the State of Utah shall govern its construction. The Bonds may not be called for redemption prior to July 1, 1987, except as provided in Section 302 of the Trust Indenture and summarized as follows: (1) upon exercise by the COMPANY of its extraordinary option to prepay the Note in whole in the event of (a) condemnation of all or a substantial portion of the Project; or (b) damage or destruction of all or substantial portion of the Project; or (c) unreasonable tax burdens or other excessive lia- bilities imposed upon the CITY or the COMPANY with respect to the Project; or (d) a change in the economic availability of raw materials, energy sources, operating supplies or facilities necessary for the operation of the Project or such technological or other changes which in the judgment of the COMPANY render the operation of the Project uneconomic; (2) the COMPANY is required to prepay the Note in whole under a special mandatory redemption if (a) the Agreement or the Note shall become unenforceable because of consitutional changes or judicial, legislative or administrative action, or (b) a Determination of Taxability with respect to the Bonds is made (as defined in Section 302 of the Trust Indenture) . If called for redemption as provided in (2) above, the Bonds may be redeemed in whole at any time at a redemption price of 100% of BOND FORM -5- the principal amount plus double the accrued interest to the date of redemption. The Bonds that are not redeemed in connection with the exercise of the extraordinary option or the special mandatory redemption referred to in the preceding paragraph are subject to optional redemption prior to maturityyat the sole option of the COMPANY by the CITY through the Trustee beginning not earlier than July 1, 1987, on any interest payment date, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued interest thereon to the date fixed for redemp- tion and payment: Date Percentage of Par July 1, 1987 and January 1, 1988 103% July 1, 1988 and January 1, 1989 1020 July 1, 1989 and January 1, 1990 101% July 1, 1990 and thereafter 1000 Under any of the foregoing alternatives for early redemp- tion, Bonds may be redeemed only in amounts of $5,000.00 or integral multiples thereof. If less than all outstanding Bonds are redeemed, the Trustee shall draw by lot, according to a method which the Trustee shall deem fair and which shall be specified in the notice of redemption, the Bonds to be redeemed on the respective dates. When Bonds are called for redemption as aforesaid, notice thereof identifying the Bonds to be redeemed shall be given by publication at least once in a newspaper or financial journal of general circulation published in New York, New York, and also in Salt Lake City, Utah, which notices shall be published not less than thiry (30) days prior to the redemption date. In addition, the Trustee shall mail a copy of the redemption notice by registered or certified mail at least thirty (30) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed BOND FORM -6- at the address shown on the registration books; provided, however, that failure to give such notice by mailing, or any defect therein, shall not affect the validity of any proceeding for the redemption of Bonds. If, because of the temporary or permanent suspension of the publication or general circulation of any newspaper or financial journal or for any other reason, it is impossible or impractical to publish such redemption notice as aforesaid, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute a sufficient publication of notice. All Bonds called for redemption (provided sufficient funds for their redemp- tion are on deposit at the place of payment at that time) shall cease to bear interest on the specified redemption date, shall no longer be secured by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. In addition, the Bonds are subject to Mandatory Sinking Fand redemption in accordance with Section 805 of the Indenture, at 100% of the principal amount thereof, plus accrued interest thereon to the dates of redemption, in the following principal amounts and on the dates set forth below: July 1 of the Year Principal Amount of Redemption To Be Redeemed 1993 $200,000 1994 $200,000 1995 $200,000 1996 $200,000 1997* $200,000 $1,000,000 *final maturity It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in execution and delivery of the Trust Indenture and the issuance of this Bond do exist, have happened BOND FORM -7- and have been performed in due time, form and manner as required by law and that the issuance of this Bond and the issue of which it forms a part do not violate or contravene any constitutional or statutory limitation of any other Bond, contract or other evidence of indebtedness or obligations to which the CITY is a party. IN WITNESS WHEREOF, said SALT LAKE CITY CORPORATION, State of Utah, has caused this Bond to be duly executed by its Mayor and duly attested by its Recorder, thereunto duly authorized, by facsimile or otherwise, and its corporate seal to be affixed hereto or engraved or printed hereon, all dated as the 1st day of July, 1977. SALT LAKE CITY CORPORATION By [Sample - Do Not Sign] Mayor ATTEST: By [Sample - Do Not Sign] Recorder (FORM OF CERTIFICATE OF REGISTRATION) Date of In Whose Name Manner of Bond Registration Registered Registration Registrar (Add a standard form of Trustee's certificate of authentication) BOND FORM -8- -12- STATE OF UTAH ss: COUNTY OF SALT LAKE ) I, Mildred V. Higham, the duly qualified and acting City Recorder of Salt Lake City, Utah, do hereby certify, ac- cording to the records of said City in my official possession, that the above and foregoing constitutes a true and correct copy of excerpts from the minutes of the meetings of the Board of Com- missioners of Salt Lake City held on July 12,1977, including a resolution adopted at said meeting, as said minutes and resolu- tion are officially of record in my possession. IN WITNESS WHEREOF, I have hereunto subscribed my of- ficial signature and impressed hereon the corporate seal of Salt Lake City, Utah, this j 2 '' day of July, 1977. 72a/,f,G1 der Recorder (SEAL)