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82 of 1980 - AN RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $2,500,000 PRINCIPAL AMOUNT OF INDUSTRIAL DE fr- 2~y_ PROCEEDINGS FOR ENACTMENT OF RESOLUTION AUTHORIZING SALT LAKE CITY INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES OF 1980 R S SUPPLY COMPANY OF CALIFORNIA PROJECT IN THE AGGREGATE PRINCIPAL OF $2,500,000 The City Council of Salt Lake City, Salt Lake County, State of Utah, met in regular session on Tuesday the 2nd day of December, 1980 at the hour of 5:00 p.m., at its chambers in Salt Lake City, Utah, the regular meeting place of said Council, due and legal and timely notice of said meeting having been given as required by law. On roll call, the following members, constituting all of the Council, were present: Ronald J. Whitehead Council Member Grant Mabey Council Member Sydney Reed Fonnesbeck Council Member Palmer DePaulis Council Member Alice Shearer Council Member Ione Davis Council Member Edward W. Parker Council Member Council Member Alice Shearer introduced the following Resolution and moved its adoption: (proceedings) RESOLUTION OF SALT LAKE CITY STATE OF UTAH NO. 82 of 1980 AN RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $2,500,000 PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS OF SALT LAKE CITY, STATE OF UTAH, FOR THE PURPOSE OF FINANCING THE ACQUISITION AND/OR CONSTRUCTION OF AN OFFICE AND DISTRIBUTION FACILITY WHICH SHALL BE LOCATED IN SALT LAKE CITY; AUTHORIZING THE EXECUTION OF A LOAN AGREEMENT AND RELATED DOCUMENTS: PROVIDING FOR A NOTE, A PLEDGE THEREOF AND OTHER TERMS FOR SECURITY OF SAID INDUSTRIAL DEVELOPMENT REVENUE BONDS; PROVIDING FOR THE REMEDIES OF THE HOLDER OF SAID INDUSTRIAL DEVELOPMENT REVENUE BONDS AND FOR THE RIGHTS AND DUTIES OF A TRUSTEE UNDER A TRUST INDENTURE; AND OTHERWISE APPROVING SUCH ACTIONS AS MAY BE NECESSARY FOR ISSUANCE OF SAID BONDS. WHEREAS, Salt Lake City, State of Utah (the "Issuer" herein) desires to promote, stimulate and develop the general economic welfare and prosperity of said city and to achieve greater industrial development of the State of Utah; and WHEREAS, the Issuer is authorized pursuant to the provisions of the Utah Industrial Facilities Development Act, found in Chapter 17 of Title 11, Utah Code Annotated, 1953, as amended, (sometimes referred to herein as the "Act") to issue Industrial Development Revenue Bonds for the purpose of financing the acquisition of land and construction of various office and distribution facilities, together with related fixtures and equipment (all herein sometimes referred to as the "Project") ; and WHEREAS, the Issuer has determined to issue Industrial Development Revenue Bonds in the aggregate principal amount of not exceeding $2,500,000 for the purposes of financing the acquisition and construction of the Project hereinafter described, together with expenses related to the issuance and sale of the Bonds; and WHEREAS, Salt Lake City, by a resolution dated August 19, 1980, expressed an intent to finance acquisition and construction of such office and distribution facility for use by R S Supply Company of California (hereinafter the "Company") , the costs of which in whole or in part are to be derived through issuance of Industrial Development Revenue Bonds not to exceed $2,500,000 principal amount in aggregate; and WHEREAS, upon fulfillment of all conditions hereof, the Issuer proposes to enter into a Loan Agreement with the Company. Under said Loan Agreement the Issuer will finance part of the Project for the Company in consideration of (1) certain note payments which will be sufficient to pay the principal of and interest and other fees and charges pertaining to said Industrial Revenue Bonds, (2) additional covenants of the Company as will be -2- set forth in detail in said Loan Agreement; and (3) security for the benefit of bondholders through pledge and assignment of said note and a guaranty of the Bonds by Fluor Corporation; and WHEREAS, the Issuer proposes to sell all of the Bonds to be issued under authority of this Resolution to a purchaser or purchasers obtained by the Company. The issuance of the Bonds and sale thereof are intended to be conducted in such manner as to be exempt from registration under the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Utah State Securities Act, and other similar laws. The term "Purchaser" as used herein shall include all bondholders, if more than one may exist from time to time. WHEREAS, the plan to proceed with the Project, including financing the acquisition and construction of the facility, has been and hereby is approved by the City Council, there being no other or further governing body or governmental entity of any kind required under law to provide approval thereof; and WHEREAS, the property on which the Project is to be located is within the boundaries of Salt Lake City, is presently owned by the Company and will continue to be owned by the Company for purposes of this Bond issue, and the use of said property as contemplated by the Company is consistent with all zoning laws and other ordinances of Salt Lake City; and -3- WHEREAS, the Issuer finds that it will be desirable to appoint a Trustee to administer the funds and discharge the fiduciary duties related to the Bonds and the Issuer also deems it advisable and in its best interest to enter into and execute the Loan Agreement and the Trust Indenture to provide for the issuance of the Bonds, to secure payment of same, and to describe the rights and duties of the Trustee. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF SALT LAKE CITY, STATE OF UTAH, THAT: Section 1. Project Authorized. The financing of the acquisition and construction of the Project are hereby authorized in accordance with law. The Project shall consist of certain real property located in Salt Lake City, together with office and distribution facilities constructed or to be constructed thereon for the purposes of providing a division headquarters for the Company and other appurtenances which may be used in connection therewith. Section 2. Bonds Authorized. For the purposes of paying (or reimbursing to the Company) all or part of the costs of the acquisition and/or construction of the Project and all costs incidental thereto including costs of financing through the subject Bonds, the Issuer hereby authorizes the issuance of Bonds described as "Salt Lake City Industrial Development Revenue Bonds," Series of 1980 R S Supply Company of California Project) -4- (collectively called the "Bonds" herein) in the aggregate principal amount of not exceeding $2,500,000. The Bonds may be issued and sold at or under par all at one time or in increments from time to time, under terms which may be more fully defined in the Trust Indenture, and shall be issued in $5,000.00 or multiples of $5,000.00 denominations. Each of the Bonds may be dated as of December 15, 1980 or as of such other date as may be agreed with the Purchaser, and will bear interest commencing as of the date shown on each Bond. The Bonds will mature on December 1, 1983. Interest shall be payable to the holders of the Bonds semiannually. Section 3. Source of Payment. The principal of and interest on the Bonds authorized to be issued pursuant to this Resolution, shall be payable solely from the note payments from the Company or other revenues from the Project including other funds which may be held from time to time by the Trustee for such purposes, 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 Salt Lake City and no part of the payment of expenses, principal, interest or other charges on the Bonds shall be or become a charge -5- against any revenues or taxes of the Issuer other than revenues constructively received by the Issuer through the Trustee pursuant to the Loan Agreement. Section 4. Disposition of Proceeds. The proceeds from the sale of the Bonds to be issued under authority hereof shall be applied for the purposes for which the Bonds are issued as herein described, and shall be disbursed through the Trustee. If for any reason any portion of the proceeds actually received from the sale of the Bonds shall be applied to the payment of interest on the Bonds, it shall be applied first to any unpaid installments of interest and then to future installments of interest when due. The purposes for which the Bonds shall be issued shall include, without limitation, the actual entire or partial costs of financing the acquisition and improvement of the real estate needed for the Project and acquiring or constructing all or part of the building, fixtures, equipment and other appurtenances thereto, and may include reimbursement to the Company for all costs actually paid or incurred to the extent of costs allowable hereunder. The allowable Project costs shall also include all fees and costs of architects, engineers and contractors, and all expenses in connection with authorization, sale and issuance of Bonds, including Bond Counsel fees, corporate counsel and other legal fees, underwriting fees and costs, appraisal fees, title insurance premiums, financial and accounting advisors' fees or -6- bond purchase commitment fees, if any, trustees' and paying agents' fees, printing costs, advertising costs, the interest on the Bonds accruing from the date of issuance thereof to the date of sale thereof, if any, and all other lawful costs and expenses necessary or convenient to the authorization, acquisition, construction and financing of the Project, which may be lawfully incurred prior to construction, during construction and for a reasonable period of time after completion of such construction. Section 5. Professionals Employed. The Issuer hereby authorizes, ratifies and confirms the employment by the Company, acting for the Issuer solely for purposes of this Bond issue, and acting on its own behalf as user of the Project, for the purposes of proceeding with the Project, and the Bond issue: (a) As Trustee and paying agent under the Trust Indenture authorized herein North Carolina National Bank, through its Corporate Trust Department at Charlotte, North Carolina, or in the event that Bank cannot serve, any other national bank lawfully competent and approved by the Issuer; (b) Such other and further persons, firms or corporations, including, but not limited to, architects, engineers, contractors, financial advisors, attorneys for the company and other agents reasonably necessary or convenient for -7- the purpose of authorizing, acquiring, planning, constructing, financing and utilizing the Project or any parts thereof; and (c) The law firm of Vinson & Elkins of Houston, Texas, which shall act as Bond Counsel, and other legal counsel in preparation of principal documents and rendering the legal opinions for the benefit of Bond Purchasers. Section 6. Sale of Bonds. At any time after this Resolution is duly adopted, and subject to the conditions hereof, the Issuer, through its duly authorized officers, shall have authority to enter into a bond purchase agreement and to issue and sell the Bonds. It is the intent of this Resolution to authorize the sale of the Bonds in such denominations as the Issuer or its authorized officers shall determine upon consultation with the Company and the Purchaser, and as authorized in this Resolution, with the effect that said Bonds shall be issued and sold, and proceeds received therefrom, for the purposes of financing the Project and payment of such expenses as are authorized hereunder to be paid from proceeds of the Bonds. All Bond proceeds shall be held initially by the Trustee, and disbursed or otherwise administered in accordance with the Trust Indenture, consistent with the purposes described in this Resolution. In the event less than the full issue of the Bonds is sold initially, and if additional proper expenses shall subsequently become necessary for completion or payment of the -8- Project or portions thereof, the Issuer, without the necessity of further resolution, shall be empowered to issue and sell additional bonds up to the aggregate principal amount of the $2,500,000 authorized hereby, if and on the condition that it shall have contracted with the Company for the note payments sufficient to service all such additional indebtedness and expenses to be incurred in connection therewith. In the event less than the full issue of $2,500,000 is sold, each Bond so issued and sold shall nevertheless maintain its designated maturity until paid, and the Company together with the Bond Purchaser and the Trustee shall agree upon any adjustments which must be made in the aggregate or overall payment schedules, giving due consideration for the amount of the monthly payments which must then be made by the Company to the Trustee for the Bond Fund. The issuance and sale of the Bonds and solicitations therefor, may be effected to or through the Purchaser without registration of the Bonds as securities, pursuant to exemptions provided under Section 3(a) (2) of the Securities Act of 1933 and Section 3(a) (12) of the Securities Exchange Act of 1934, exemptions from the qualification provisions of the Trust Indenture Act of 1939 and similar exemptions under applicable state law. -9- Section 7. Form of Bonds. The Bonds shall be substantially in the wording as shown in the form incorporated in this Section 7 of this Resolution with completion of such blanks or substitutions as necessary prior to issuance and sale of each Bond. Each issued Bond shall bear interest at the rate specified, with interest payable semiannually, with maturities as may be agreed between the Purchaser, the Company and the Trustee. The principal and interest on each of the Bonds shall be payable when due to the holder thereof in United States money, without discount or premium, through the office of the paying agent to be established, on the dates and in the manner heretofore stated. All Bonds issued under authority hereof shall contain the following certificate plainly stated on the face or reverse side of each Bond, certified by the Issuer at the time of issuance: THIS BOND REPRESENTS A LIMITED OBLIGATION OF SALT LAKE CITY AND DOES NOT CONSTITUTE OR GIVE RISE TO A GENERAL OBLIGATION OR LIABILITY OF SALT LAKE CITY OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS. THIS BOND IS ONE OF THE BONDS FORMING A PART OF THE ISSUE DESCRIBED HEREIN AND REFERRED TO IN THE TRUST INDENTURE. [SAMPLE - DO NOT SIGN] Each Bond shall also contain in the text language to the following effect. -10- Pursuant to the authority vested in Salt Lake City under Section 11-17-13, Utah Code Annotated, 1953, as amended, Salt Lake 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 Bonds shall not be redeemable earlier than maturity except at the times and on the conditions to be stated in the issued Bonds. The officers of the Issuer required to sign in execution, attestation or certification of the Bonds and interest coupons, if any, may do so by facsimile signature printed or engraved thereon. In addition, the official corporate seal of the Issuer may be printed or engraved on the Bonds and coupons, if any, where required. The Bonds may be issued with or without coupons attached, as agreed between the Company, the Purchaser and the Trustee. The Bonds may be authenticated by the Trustee if requested by the Purchaser. -11- • FORM OF ORIGINAL BONDS (Form of Coupon Original Bond) UNITED STATES OF AMERICA STATE OF UTAH SALT LAKE CITY INDUSTRIAL DEVELOPMENT REVENUE BOND Series 1980 (R S Supply Company of California Project) No. $5,000 [First]* SALT LAKE CITY, UTAH (the "Issuer") , a body politic under the Constitution and laws of the State of Utah (the "State") , for value received, hereby promises to pay to the bearer hereof, or, if this Bond be registered as to principal, to the registered holder hereof, but solely from the source and in the manner hereinafter provided, on the first day of December, 1983, unless this Bond shall have been duly called for previous redemption and payment of the redemption price shall have been made or provided for in accordance with the Indenture (as hereinafter defined) , upon presentation and surrender of this Bond, the principal sum of FIVE THOUSAND DOLLARS ($5,000) and to pay interest on such sum from the date hereof at the rate of per centum ( %) per annum, semiannually on the first days of December and June of each year, commencing June 1, 1981, until the payment of such principal sum shall have been made or provided for. Principal and interest on this Bond are payable in lawful money of the United States of America, without deduction for paying agent services, at the principal corporate trust office of the Trustee, currently North Carolina National Bank, Charolette, North Carolina. All interest on this Bond accruing on and prior to maturity hereof is payable only on presentation and surrender at such office of the respective annexed interest coupons as they become due and payable. *The paragraphs in this form are numbered in brackets for convenience of reference only and such numbers in brackets should not appear on the printed bonds. -12- [Second] This Bond is one of the duly authorized issue of the Issuer's Industrial Development Revenue Bonds, Series 1980 (R S Supply Company of California Project) (the "Bonds") , aggregating in principal amount Two Million Five Hundred Thousand Dollars ($2,500,000), authorized by a ordinance adopted by the City Council of the Issuer on November , 1980, all issued or to be issued under a trust indenture, dated as of December 15, 1980 (the "Indenture") , between the Issuer and the Trustee, pursuant to and in full conformity with the Constitution and the laws of the State. The Bonds are issued in order to provide funds for the Issuer to lend to R S SUPPLY COMPANY OF CALIFORNIA (the "User") , a California corporation qualified to do business in the State, to finance the acquisition and construction of certain industrial facilities (together with the User's interest in the site thereof, the "Project") . The proceeds of the sale of the Bonds will be lent to the User pursuant to a loan agreement, dated as of December 15, 1980 (the "Agreement") , between the Issuer and the User, and the User's obligations under the Agreement will be further evidenced by the User's execution and issuance of a note (the "Note") in an amount equal to the aggregate principal amount of the Bonds. The payment of the principal of and premium, if any, and interest on the Bonds has been unconditionally guaranteed by FLUOR CORPORATION (the "Guarantor") , a Delaware corporation, pursuant to a guarantee agreement, dated as of December 15, 1980 (the "Guarantee Agreement") , entered into by the Trustee and the Guarantor. [Third] Reference is hereby made to the Indenture, the Agreement, the Guarantee Agreement and the Note, copies of which are filed with the Trustee, for the full provisions thereof (including, among others, those with respect to the nature and extent of the rights, duties and obligations of the Issuer, the User, the Guarantor, the Trustee and the owners or holders of the Bonds and any coupons appertaining thereto, the terms upon which the Bonds are issued and secured and the modification or amendment of the Indenture, the Agreement, the Guarantee Agreement and the Note) , to all of which the owners or holders of the Bonds and any interest coupons appertaining thereto assent by the acceptance of the Bonds or such coupons. [Fourth] As provided in the Indenture, the Issuer reserves the right to issue from time to time additional series of bonds (the -13- "Additional Bonds") for the purpose of defraying the cost of (i) completing the Project, (ii) providing enlargements, improvements or expansions of the Project, or (iii) refunding any Bonds or Additional Bonds theretofore issued and outstanding under the Indenture. Such Additional Bonds may be issued in one or more series in various principal amounts, may mature at different times, may bear interest at different rates and may otherwise vary. The Bonds and any Additional Bonds will rank equally and on a parity with each other and will be equally and ratably secured by the pledge and covenants contained in the Indenture, except as otherwise provided or permitted in the Indenture. [Fifth] Subject to the terms of Article IV and the other provisions of the Indenture, the Bonds shall not be subject to redemption prior to maturity, except as described in the following four numbered paragraphs. [Sixth] (1) The Bonds are subject to redemption in whole on any date in the event that (i) the Project shall have been damaged, destroyed or condemned to the extent described in Section 402 of the indenture, or (ii) changes, which the User cannot reasonably control or overcome, in the economic availability of materials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Project for the purposes contemplated by the Agreement shall have occurred, or technological or other changes shall have occurred, which, in the opinion of the User, render uneconomic for such purposes the continued acquisition, construction, installation or operation of the Project, or (iii) unreasonable burdens or excessive liabilities shall, in the opinion of the User, have been imposed upon the Issuer or the User with respect to the Project or the operation of the Project, including, but without being limited to, federal, state or other ad valorem, property, income or other taxes, other than such taxes as are currently imposed on the date of the Indenture, including, but not limited to, ad valorem taxes imposed on the date of the Indenture upon privately owned property used for the same general purposes as the Project, or (iv) as a result of any changes in the Constitution or laws of the State or of the United States of America or of any legislative, executive or administrative action (whether state or federal) or of any final decree, judgment or order of any court or administrative body (whether state or federal) , the obligations of the User under the Agreement or the Guarantor under the Guarantee Agreement shall -14- • have become, in the opinion of counsel to the User or the Guarantor, void, unenforceable or impracticable to perform, in each case in any material respect in accordance with the intent and purpose of the parties as expressed in the Agreement or the guarantee Agreement, or shall result in the User being unable to construct or use the Project for a period of six months or more. Bonds redeemed as described in this paragraph shall be redeemed at a redemption price equal to the unpaid principal amount thereof, plus accrued interest to the redemption date (and, if the redemption date is other than an interest payment date, interest shall be calculated on the basis of a 360-day year) , without premium. [Seventh] (2) In addition to the redemption requirements described in the immediately preceding paragraph, the Bonds shall be redeemed prior to maturity in whole or in part, as provided below, upon a final determination by the Internal Revenue Service or a court of competent jurisdiction that the interest payable on the Bonds, or any of them, is includable for federal income tax purposes in the gross income of any holder of such Bond (other than a holder who is a "substantial user" of the Project or a "related person" within the meaning of Section 103(b) (9) of the Internal Revenue Code of 1954, as amended [the "Code"] , and the regulations promulgated thereunder) ; provided, however, that no decree or judgment by any court or action by the Internal Revenue Service shallbe considered final unless the holder of the Bond or Bonds involved in such proceeding or action (i) gives the User and the Trustee prompt notice of the commencement thereof and (ii) (if the User agrees to pay all expenses in connection therewith and to indemnify such bondholder against all liabilities in connection therewith) offers the User the opportunity to control the defense thereof. Redemption as described in this paragraph shall be at a redemption price equal to the principal amount thereof and the interest accrued thereon to the redemption date (and, if the redemption date is other than an interest payment date, interest shall be calculated on the basis of a 360-day year) , without premium, and may occur at any time, on any date selected by the User, within 120 days after receipt by the User of notice of the final determination described above; provided, however, that if redemption of the Bonds at the redemption price and within the redemption period specified above would result in the payment of an amount of interest on the Note (including interest on the Note pursuant to Section 4.1 of the Agreement together with any other costs that constitute interest under the laws of the State which are contracted for, charged or received pursuant to the Agreement) -15- which would result in the payment of interest at a rate in excess of the maximum interest rate allowable under the laws of the State as in effect on December 15, 1980, and to the extent allowed by such laws as such laws may be amended from time to time to increase such rate (the "maximum nonusurious interest rate"), then, notwithstanding the foregoing, the date on which the redemption shall occur and the redemption price shall become due and payable shall be delayed until the earliest business day not a Sunday or a legal holiday or a day upon which banking institutions in the city where the principal corporate trust office of the Trustee is located are authorized by law or executive order to close that will result in the payment of interest on the Note at a rate not in excess of the maximum nonusurious interest rate. [Eighth] Upon the occurrence of a final determination as described in the paragraph numbered (2) above, the User shall promptly give the Trustee written notice thereof and the Bonds shall be redeemed in whole unless redemption of a portion of the Bonds outstanding would have the result that interest payable on the Bonds remaining outstanding after such redemption would not be includable in the gross income of any holder of a Bond (other than a holder who is a "substantial user" of the Project or a "related person" within the meaning of Section 103(b) (9) of the Code and the regulations promulgated thereunder) . In such event, the Bonds shall be redeemed (in the principal amount of $5,000 or any integral multiple thereof) from time to time selected by the trustee by lot as provided in Section 408 of the Indenture in such amount as is deemed necessary in the opinion of a nationally recognized bond counsel to accomplish that result. [Ninth] (3) The Bonds shall be subject to redemption prior to maturity, in whole on any date or in part on any interest payment date, on or after December 1, 1981, and, if in part, in integral multiples of $5,000 as provided in Section 408 of the Indenture. Any such redemption shall be at the redemption prices (expressed as percentages of principal amount) set forth in the table below plus accrued interest to the redemption date. Redemption Dates Redemption Prices December 1, 1981, through November 30, 1982 100-1/2% December 1, 1982, through November 30, 1983 100% -16- • [Tenth] (4) The Bonds maturing on December 1, 1983, shall be subject to redemption by the application of moneys in the sinking fund created under the Indenture on the first day of December in each of the years 1981 to and including 1983 in the principal amount provided to be redeemed under the Indenture on such date, such Bonds to be selected by the Trustee by lot as provided in Section 408 of the Indenture and each such redemption to be at a redemption price equal to the amounts in the table above plus accrued interest to the redemption date. [Eleventh] Unless all of the Bonds are at the time in registered form, or unless another form of notice is substituted with the approval of the Trustee, notice of each such redemption, identifying the Bonds to be redeemed, shall be given by publication at least once not less than thirty days prior to the redemption date in a newspaper of general circulation in New York, New York, which carries financial news and is customarily published on each business day. A similar notice shall be sent by the Trustee, by first class mail, postage prepaid, not less than thirty days prior to the redemption date, to each registered holder of Bonds registered as to principal to be redeemed in whole or in part, addressed to such holder at its address appearing on the register maintained by the Trustee and to those holders of Bonds payable to bearer on the list required to be kept by the Trustee pursuant to the Indenture whose Bonds are to be redeemed. If notice is published as aforesaid, neither the failure to give notice by mail, nor defect in any notice so mailed, shall affect the validity of any proceedings for the redemption of the Bonds. [Twelfth] Notice having been so given, the Bonds designated for redemption shall on the redemption date specified in such notice become due and payable at the proper redemption price, and from and after the redemption date (unless there shall be a default in the payment of the redemption price) interest on such Bonds shall cease to accrue. [Thirteenth] In the event of redemption of part of the Bonds outstanding, then such partial redemption shall be in the amount -17- • of $5,000 or integral multiples thereof, and the particular Bonds or portions thereof to be called for redemption shall be selected by lot by the Trustee. If redemption of the Bonds shall occur other than on an interest payment date, then interest shall be calculated to the date of redemption of the basis of a 360-day year. [Fourteenth] This Bond shall be transferable by delivery unless registered as to principal in the name of the holder on the registration books of the Issuer at the principal corporate trust office of the Trustee, such registration being noted hereon by the Trustee, after which no transfer shall be valid unless made on such books, but this Bond may be discharged from such registration by being registered to bearer, after which it shall be again transferable by delivery. Such registration of this Bond shall not affect the transferability of the attached coupons by delivery, and such coupons shall continue to be payable to bearer. [Fifteenth] The Bonds are issuable as coupon bonds in the denomination of $5,000, registerable as to principal only, and as fully registered bonds in the denomination of $5,000 or any integral multiple thereof. Coupon Bonds and fully registered Bonds are interchangeable in equal aggregate principal amounts and in authorized denominations at the aforesaid office of the Trustee, in the manner, subject to the limitations and on payment of the charges provided in the Indenture. [Sixteenth] The Bonds and any coupons appertaining thereto are limited obligations of the Issuer and shall be payable solely out of the revenues derived from or in connection with the Agreement, including all sums deposited from time to time pursuant to the Agreement, the Indenture, the Guarantee Agreement and the Note in the Debt Service Fund established under the Indenture, and in certain events out of amounts attributable to Bond proceeds or amounts secured through the exercise of the remedies provided in the Indenture upon occurrence of an event of default thereunder. The Bonds shall never constitute an indebtedness or pledge of the credit of the Issuer within the meaning of any constitutional or statutory provision, shall not be general obligations of the Issuer or the State and shall never be paid in whole or in part -18- • out of any funds raised by taxation or any revenues or other funds of the Issuer except those derived by it from or in connection with the Project. No recourse under this Bond shall be had against any past, present or future official of the issuer. [Seventeenth] Subject to the restrictions set forth therein, the Indenture permits, with certain exceptions as therein provided, the Issuer and the Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the bonds and Additional Bonds at the time outstanding, to execute supplemental indentures amending, adding to or eliminating any provisions of the Indenture. It is also provided in the Indenture that the holders of a majority in aggregate principal amount of the Bonds and Additional Bonds at the time outstanding may on behalf of the holders of all the Bonds and Additional Bonds waive any past default or event of default under the Indenture and its consequences except a default in the payment of principal of or premium, if any, or interest on any of the Bonds. [Eighteenth] Pursuant to the authority vested in the Issuer under Section 11-17-13, Utah Code Annotated, 1953, as amended, the Issuer 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. [Nineteenth] The holder of this Bond shall have no right to enforce the provisions of the Indenture or to institute an action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Indenture. The Indenture further provides that if, after an event of default but prior to a declaration of the acceleration of the maturity of the principal amount of the Bonds, all amount which would then be payable thereunder by the Issuer if such default had not occurred and was not continuing and certain other amounts shall have been paid by or on behalf of the Issuer and the Issuer, the Guarantor and the User shall have also performed all other obligations in respect of -19- which any of them is then in default thereunder or under the Agreement, the Guarantee Agreement or the Note and shall have paid the reasonable charges and expenses of the Trustee and the holders of the Bonds, including reasonable attorneys' fees paid or incurred, then and in every case the Trustee shall waive such event of default and rescind and annul any remedial step theretofore taken by it in respect of such default and its consequences. [Twentieth] Neither this Bond nor any appertaining interest coupons shall be valid or obligatory for any purpose or be entitled to any benefit under the Indenture until the certificate of authentication hereon shall hav been signed by the Trustee. [Twenty-first] IT IS HEREBY CERTIFIED, RECITED AND REPRESENTED that the issuance of this Bond and the Bonds is duly authorized by law; that all acts, conditions and things required to exist and necessary to be done or performed precedent to and in the issuance of this Bond and the Bonds to render the same lawful, valid and binding have been properly done and performed and have happened in regular and due time, form and manner as required by law; that all acts, conditions and things necessary to be done or performed by the Issuer or to have happened precedent to and in the execution and delivery of the Indenture and the Agreement have been done and performed and have happened in regular and due form as required by law, that due provision has been made for the payment of the principal of and premium, if any, and interest on this Bond and the Bonds by irrevocably pledging the described revenues as provided in the Indenture, that payment in full for the Bonds has been received and that the issuance of the Bonds does not contravene or violate any constitutional or statutory limitation. [Twenty-second] IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed in its name by its Mayor and to be attested to by its Recorder both by their respective facsimile signatures, and a facsimile of the seal of the Issuer to be reproduced hereon, and has caused the interest coupons hereto annexed to be executed by -20- such Mayor and Recorder by their respective facsimile signatures, all as of the 15th day of December, 1980. SALT LAKE CITY, UTAH By Mayor ATTEST: Recorder (SEAL) -21- • (Form of Interest Coupon) Unless the Bond described below shall On the first have been duly called for previous redemption day of and payment of the redemption price duly made or provided for, SALT LAKE CITY, UTAH, promises $ to pay to bearer, solely out of the revenues referred to in such Bond, the amount shown hereon, in lawful money of the United States of America, upon presentation and surrender of this coupon, but without deduction for paying agent services, at the principal corporate trust office of the Trustee, currently, North Carolina National Bank, Charlotte, North Carolina, as provided in and being the semiannual interest due that day on its Industrial Development Revenue Bond, Series 1980 (R S Supply Company of California Project) , dated as of December 15, 1980. Bond No. SALT LAKE CITY, UTAH Recorder Mayor -22- • (Form of Trustee's Certificate to be printed on each Original Bond) TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is to certify that this Bond is one of the Bonds issued under the provisions of the within-mentioned Indenture. North Carolina National Bank By Authorized Signature (Form of Registration of Ownership of Principal to be printed on the back of each Original Coupon Bond) This Bond may be registered as to principal only in the name of the holder on the books of the Trustee at the principal corporate trust office of the Trustee, such registration to be noted hereon by the Trustee in the registration blank below and, if so registered, no transfer of this Bond shall thereafter be valid unless made on such books by the registered owner in person or by his duly authorized representative and similarly noted in the registration blank below, but the same may be discharged from registration by being in like manner registered to bearer, after which it shall again be transferable by delivery, and may again from time to time be registered or transferred to bearer as before. Such registration, however, shall not affect the negotiability of the interest coupons appertaining hereto, which shall continue to be payable to bearer and transferable by delivery. The foregoing provisions are subject to the further terms and conditions with respect to registration and discharge from registration set forth in the Indenture referred to in this Bond. Date of In Whose Name Registration Registered Bond Registrar -23- • (Form of Fully Registered Original Bond) The Form of Fully Registered Original Bond shall be identical with the Form of Coupon Original Bond except that the heading and the First, Fourteenth, Twentieth and Twenty-second paragraphs, the Form of Interest Coupon and the Form of Registration of Ownerhip of Principal shall be omitted, and there shall be substituted in the Form of Fully Registered Original Bond the following heading, paragraphs and Form of Assignment: (The following heading and paragraph to replace the heading and First paragraph of the Form of Coupon Original Bond) UNITED STATES OF AMERICA STATE OF UTAH SALT LAKE CITY INDUSTRIAL DEVELOPMENT REVENUE BOND Series 1980 (R S Supply Company of California Project) No. FR- $ SALT LAKE CITY, UTAH (the "Issuer") , a body politic under the Constitution and laws of the State of Utah (the "State") , for value received, hereby promises to pay to , or registered assigns, but solely from the source and in the manner hereinafter provided, on the first day of December, 1983, unless this Bond shall have been duly called for previous redemption and payment of the redemption price shall have been made or provided for in accordance with the Indenture (as hereinafter defined) , upon presentation and surrender of this Bond, the principal sum of Five Thousand Dollars ($5,000.00) per centum ( %) per annum, semiannually on the first days of December and June of each year, until the payment of such principal sum shall have been made or provided for. Principal of this Bond is payable on presentation and surrender of this Bond in lawful money of the United States of America, without deduction for paying agent services, at the principal corporate trust office of the Trustee, currently North Carolina National Bank, Charlotte, North Carolina. All interest on this Bond accruing on or prior to maturity hereof shall be paid by check or draft mailed to the registered holder hereof at its address as it appears on the registration books of the Trustee. -24- • (The following paragraph to replace the Fourteenth paragraph of the Form of Coupon Original Bond) This Bond is transferable by the registered holder hereof in person or by his attorney duly authorized in writing at the principal corporate trust office of the Trustee, upon presentation hereof to the Trustee, all subject to the terms and conditions provided in the Indenture. (The following paragraph to replace the Twentieth paragraph of the Form of Coupon Original Bond) This Bond shall not be valid or obligatory for any purpose or be entitled to any benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee. (The following paragraph to replace the Twenty-second paragraph of the Form of Coupon Original Bond) IN WITNESS WHEREOF, the Issuer has caused this Bond to be executed in its name by its Mayor and to be attested to by its Recorder both by their respective facsimile signatures, and a facsimile of the seal of the Issuer to be reproduced hereon, all as of the fifteenth day of December, 1980. (Form of Assignment to be printed on the back of each Fully Registered Original Bond) FORM OF ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint , an attorney, to transfer such Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: In the presence of: -25- Section 8. Bonds as Eligible Investments. It is hereby declared to be the intent of this Resolution that the Industrial Revenue Bonds issued under authority hereof shall be securities 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. Section 9. Tax Exemptions. It is hereby declared to be the intent of this Resolution 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 subdivisions thereof. It is further declared to be the intent hereof that the interest income from the Bonds shall be exempt from income taxation under the Internal Revenue Code. Unless waived in writing by Bond Counsel, the Issuer is hereby instructed to execute and file with the Internal Revenue Service Center where the Company files its federal tax returns, as regulations may prescribe, such statements of election as may be required to secure the exemption under the provisions of Section -26- 103 of the Internal Revenue Code and regulations promulgated thereunder, which statements may be based in part on information to be furnished by the Company. All normal tax benefits, such as depreciation deductions, investment tax credits, sales and other tax deductions, and the like, shall belong to the Company. The Project and real and personal property included therein shall not be exempt from ad valorem and similar taxes imposed by the State of Utah and any political subdivision thereof (except to the extent therein of any nominal interests of the Issuer) , it being the intent hereof that no exemption shall extend to the economic and beneficial interests of the Company or any other person, firm or corporation, all of which private interests in the Project or any of the property used in connection therewith shall be subject to ad valorem taxation in accordance with law. Section 10. Construction Contracts or Mortgages. The Issuer hereby authorizes, ratifies and confirms the contracting by the Company with such contractors, subcontractors or vendors as may be or may have been selected by the Company for the purpose of constructing or completing construction of the buildings, equipment, fixtures and other appurtenances to be used for or in connection with the Project. The Issuer hereby disclaims any objections to such contracts heretofore lawfully entered. If construction has been partially completed prior to adoption -27- hereof, the Bond proceeds may be used for the purposes of paying any remaining financing, construction or acquisition costs and/or reimbursing the Company for such allowable costs as it may have paid consistent with Section 4 of this Resolution. It shall not have been necessary for the Company or the Issuer to require public bidding with respect to any contracts for the acquisition, construction, equipping or financing of the Project or any part thereof, or in connection with any of the contracts heretofore or subsequently entered for such purposes. The Issuer authorizes the Company to enter into contracts with any substitute, successor or additional contractors or vendors as circumstances may require for the purposes hereof. Section 11. Trust Indenture and Loan Agreement. The Issuer hereby authorizes and instructs the Mayor to execute, and the Recorder to attest under the corporate seal of the Issuer, the following additional documents, all of which shall contain such terms and provisions furthering the Project and financing thereof as may be mutually agreeable to the Issuer, the Company and the Purchaser: (a) Trust Indenture, which shall provide that North Carolina National Bank, or any other national bank lawfully competent and approved by the Issuer, shall be Trustee for the purpose of holding the proceeds of the sales of said Industrial Revenue Bonds, investing in accordance with law the unneeded portion of said -28- proceeds and distributing from time to time to the Company or to the contractors and other persons to whom the Company has become indebted such proceeds as may be necessary to pay all of the costs of the Project as more fully defined in Section 4 of this Resolution. Said Trustee shall further be entitled to administer the trust estate which shall come into its possession or control, including but not limited to the note payments from the Company under the Loan Agreement and the pledge of the same made to secure payment of the principal, interest, premium, if any, fees and other costs under the Bonds, and any proceeds of reinvesting the estate, with due accounting upon request of the Issuer for all funds handled by it. (b) Loan Agreement, by which the Project shall be held and used by the Company in consideration of the Issuer's issuance of the Bonds, and the covenants of the Company evidenced by one or more promissory notes for such amounts as may be sufficient over the term of the Bonds to pay all principal, premium, if any, interest, fees and other costs under the Bonds. Such note payments shall be made semi-annually to the Trustee, acting on behalf of the Issuer, in sufficient amount to enable the Trustee to make the semiannual payments of principal, interest, premium, if any, fees and other costs under the Bonds. Said Loan Agreement shall contain additional covenants of the Company as may -29- be required by the Issuer and for the assurances of the holders of the Bonds. The Company shall execute a certificate and deliver the same to the Trustee indicating the exact date it accepts completion of construction and takes possession of the building. In addition, the Company will certify to the Trustee the completion of acquisition and installation of equipment, fixtures and appurtenances financed by the Bonds. Said certificates shall be without prejudice to the right of the Company to pursue contractors, suppliers or other third parties for any defect, breach of warranty or contract or otherwise in connection therewith. Said Loan Agreement may further provide that the Company, at its own expense, may make alterations, additions and improvements to the Project and install equipment thereon which, and that the Company shall be fully responsible for making all repairs and sustaining the maintenance to the Project and all property in connection therewith during the term of the Bonds, including payment of such insurance coverage as the Company may desire. Said Loan Agreement shall further provide that the Company shall be responsible and shall pay any and all taxes levied on the Project or any other assessments or costs in -30- connection therewith which would be normal incidents to ownership of private property. Said Loan Agreement may provide for leasing or subleasing to third parties by the Company of all or part of the Project, and provided that the Company shall in no manner be relieved of any obligations under the note and Loan Agreement. Said Loan Agreement shall further provide for such terms and conditions as may be mutually agreed between the Issuer, the Purchaser and the Company for the protection of the Issuer and the Purchaser, and providing such remedies on default thereof as may be required or allowed by law in the transaction. All obligations of the Company under the Bonds shall be guaranteed by Fluor Corporation, the parent corporation of Republic Supply Company of California, which in turn is the parent corporation of the Company; and (c) Other documents, which shall be reasonably necessary or convenient for carrying out the purposes of this Resolution, the Project and the financing thereof, including such further assurances for the benefit of the holders of the Bonds as the Purchaser may require and as may be agreeable to the Issuer and the Company. Section 12. Binding Covenants. All covenants, stipulations, obligations and agreements contained in this Resolution, the Trust Indenture, the Loan Agreement and other -31- documents executed in connection therewith shall be deemed to be obligations and covenants of the Issuer and binding upon the Issuer, none of which, however, shall create any general obligation of the Issuer or constitute a charge on its taxable property. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer by all of such documents shall be exercised or performed by the Mayor with the attest or concurrence of the Recorder except where applicable statutes or regulations would require action by the entire Council or other officers. No obligation or covenant of the Issuer contained in any of such documents shall be deemed an obligation or covenant of any officer, agent or employee of the Issuer in his or her individual capacity and neither the members of the Council nor any officers of the Issuer issuing or executing the Bonds shall be personally liable on the Bonds or subject to accountability by reason of the issuance thereof. Section 13. Severability. In case any one or more of the provisions of this Resolution, the Trust Indenture, the Loan Agreement, or other documents executed in connection therewith, or of any 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 invalidity shall not affect any of the other provisions of this Resolution or of any such -32- documents or of the bonds or coupons thereof, and this Resolution and all such documents shall be construed and enforced as if such illegal or invalid provision or provisions had not been contained therein. Section 14. 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 the Trust Indenture, Loan Agreement and other 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 15. Officers and Successors. The members of the Council, the Mayor, the Recorder and all other applicable officers, attorneys, and other agents or employees of the Issuer are hereby authorized and instructed to do all acts and things required of them by this Resolution, the Trust Indenture, the Loan Agreement and other documents executed in connection therewith, including the Bonds, for the full punctual and complete performance of all of the terms, covenants and agreements contained therein and constituting obligations of the Issuer. In the event the Mayor, the Recorder, or any other officer of the Issuer shall be replaced hereafter by election, resignation, -33- removal or otherwise, or in the event a designated officer is at any time unable 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 entitled to act, including in the execution of Bonds and other documents, and such act or signature shall be fully effective and binding on the Issuer. Section 16. Interpretation. This Resolution, the Trust Indenture, the Loan Agreement, the Bonds and certain 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 acquisition, construction and financing of the Project, the issuance and payment of the Bonds and performance of all other obligations of the Issuer herein contained or referred to. Liberal construction of all thereof shall be observed for the assurance and protection of the holders 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 terms "purchasers", "holders" or "bondholders" as used herein shall include both the plural and the singular, as applicable. The titles to the various sections contained in this Resolution are for ease of reference only and -34- shall not be considered part of this Resolution if any therein suggests a meaning contrary to the express language of this Resolution. Section 17. Effective Date. This Resolution shall be effective immediately upon its adoption, and the Bonds may be issued any time thereafter. The Council of the Issuer finds that it shall be unnecessary to publish this Resolution, any such publication being discretionary under the Act. Salt Lake City ATTEST: By S-a "✓ Recorder Mayor * * * * * * * * * * * * * * * * -35- Upon consideration of said resolution by the members, Council Member Ronald J. Whitehead seconded adoption of the foregoing resolution and the same, on being put to a vote, was unanimously carried by the affirmative vote of all members of the Council present, the vote being as follows: Ronald J. Whitehead "Aye" Grant Mabey "Aye" Sydney Reed Fonnesbeck "Aye" Palmer DePaulis "Aye" Alice Shearer "Aye" Ione Davis "Aye" Edward W. Parker "Aye" After conducting of other business not pertinent to this Resolution, on motion duly adopted, the Council adjourned. Recorder / (proceedings) STATE OF UTAH ss. COUNTY OF SALT LAKE I, Mildred V. Higham, the duly chosen, qualified and acting Recorder, of Salt Lake City, State of Utah, do hereby certify that the foregoing thirty-five (35) pages, including the Bond Form plus one page of proceedings, constitute a true and correct copy of an Resolution adopted by the Council of Salt Lake City in proceedings at a regular meeting of said Council at its Chambers in Salt Lake City, Utah, held pursuant to due, legal and timely notice served upon all members thereof, on Tuesday, the 2nd day of December, 1980, at the hour of 5:00 o'clock p.m., as recorded by me in the regular official book of records of the proceedings kept in my office and that said proceedings were duly had and taken as therein shown, and that the meeting therein shown was duly held and the persons therein named were present at said meeting and voted as therein shown. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of Salt Lake City this day of December, 1980. . Recorder (SEAL) (certificate) Resolution No. • By City Council wizsYwirsbrala Authorizing the issuance of Industrial Revenue Bonds in the amount of $2,500,000 to RS Supply Company. • t •