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102 of 1982 - Refunding Revenue Bonds ResLl� ��o�, Sad} f•2' PROCEEDINGS FOR ENACTMENT OF RESOLUTION AUTHORIZING SALT LAKE CITY INDUSTRIAL REVENUE BONDS, • SERIES 1982 IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $2,000,000 The City Council of Salt Lake City, Salt Lake County, State of Utah, met in regular session on Tuesday the 9th day of November , 1982 at the hour of 6:00 p.m. , at its chambers in Salt Lake City, Utah, the regular meeting place of said Council, due , legal and timely notice of said meeting having been given as required by law. On roll call, the following members were present: Ione Davis Council Member Sydney R. Fonnesbeck Council Member Palmer DePaulis Council Member Grant Mabey Council Member Edward W. Parker Council Member Alice Shearer Council Member Ronald J. Whitehead Council Member Also present were: Ted L. Wilson Mayor Kathryn Marshall City Recorder Walter R. Miller Deputy City Attorney Council Member Whitehead introduced the following Resolution and moved its adoption: (proceedings) RESOLUTION OF SALT LAKE CITY STATE OF UTAH NO. 102 of 1982 A RESOLUTION AUTHORIZING THE ISSUANCE OF NOT EXCEEDING $2,000,000 PRINCIPAL AMOUNT OF INDUSTRIAL REVENUE REFUNDING BONDS OF SALT LAKE CITY, STATE OF UTAH, FOR THE PURPOSE OF REFUNDING PREVIOUSLY ISSUED INDUSTRIAL REVENUE BONDS; AUTHORIZING THE EXECUTION OF A FIRST AMENDATORY LOAN AGREEMENT, A FIRST SUPPLEMEN AL TRUST INDENTURE AND RELATED DOCUMENTS: PROVIDING FOR ' A NOTE OF3 -U LUQR-ZP-PL3-_COMP—NY- A PLEDGE THEREOF AND OTHER TERMS FOR SECURITY OF SAID INDUSTRIAL REFUNDING REVENUE BONDS; PROVIDING FOR THE REMEDIES OF THE HOLDER OF SAID INDUSTRIAL REFUNDING REVENUE BONDS AND FOR THE RIGHTS AND DUTIES OF A TRUSTEE UNDER A FIRST SUPPLEMENTAL TRUST INDENTURE; AND OTHERWISE APPROVING SUCH ACTIONS AS MAY BE NECESSARY FOR ISSUANCE OF SAID BONDS. WHEREAS, Salt Lake City, State of Utah (the "City" or "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 Revenue Bonds for the purpose of financing the acquisition and construction of sales and warehouse facilities, together with equipment, fixtures, vehicles and appurtenances thereto (all herein sometimes referred to as the "Project") and is authorized to issue industrial development refunding bonds for the purpose of refunding previously issued industrial revenue bonds; and WHEREAS, under the date of December 15, 1980, the Issuer issued $1,655,000 of industrial revenue bonds (RS Supply Company of California Project) (hereinafter the "Bonds") and lent the proceeds therefrom to R.S. Supply Company of California for the puprose of acquiring and constructing the Project; and WHEREAS, RS Supply Company of California has changed its corporate name to Fluor Supply Company (hereinafter the "Company") ; and -2- T WHEREAS, the Issuer has expressed an intent to issue industrial revenue refunding bonds not to exeed $2,000,000 (hereinafter the "Refunding Bonds") to refund the Bonds; and WHEREAS, upon fulfillment of all conditions hereof, the Issuer proposes to enter into a First Amendatory Loan Agreement (hereinafter the "Loan Agreement") with the Company. Under said Loan Agreement the Issuer refund the Bonds 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 Refunding Bonds, (2) additional covenants of the Company as will be 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 Trust Indenture; and WHEREAS, the Issuer proposes to sell all of the Refunding Bonds to be issued under authority of this Resolution to an underwriter who has been or will be selected by the Company. The issuance of said Bonds and sale thereof are intended to be conducted in such manner as to be exempt from registration or qualification under the Securities Act of 1933, 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. WHEREAS, refunding of the Bonds hereby is approved by the Council, on behalf of the Issuer , 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 owned by the Company and will continue to be owned by the Company for purposes of this Refunding Bond issue, and the use of said property as contemplated by the Company continue to be consistent with all zoning laws and other ordinances of Salt Lake City; and WHEREAS, the Issuer finds that it will be desirable to appoint a Trustee to administer the funds and discharge the fiduciary duties related to said Refunding Bonds, and also deems it advisable and in its best interest to enter into and execute the Loan Agreement and the First Supplemental Trust Indenture (hereinafter the "Trust Indenture") to provide for the issuance of the Refunding Bonds , to secure payment of same, and to describe the rights and duties of the Trustee. -3- NOW, THEREFORE, BE IT RESOLVED BY THE SALT LAKE CITY, STATE OF UTAH, THAT: • Section 1. Bonds Authorized. For the purposes of refunding the Bonds and all costs incidental thereto including costs of financing through the Refunding Bonds, the Issuer hereby authorizes the issuance of Refunding Bonds described as "Fluor Supply Company Industrial Revenue Refunding Bonds, " Series 1982 dated December 1, 1982 (Fluor Supply Company Project) (collectively called the "Refunding Bonds" herein) in the aggregate principal amount of not exceeding $2,000,000. Said Refunding Bonds may be issued and sold 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 denominations or in such other denominations as may be agreed with the Purchaser . Each of the Refunding Bonds may be dated as of December 1, 1982 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 Refunding Bonds will mature December 1, 1992. Principal and interest shall be payable to the holders of such Refunding Bonds semiannually. Section 2. Source of Payment. The principal of and interest on said Refunding 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 the Issuer and no part of the payment of expenses, principal, interest or other charges on the Refunding Bonds shall be or become a charge against any revenues or taxes of the Issuer other than revenues constructively received by the Issuer through the Trustee pursuant to the Agreement. Section 3. Disposition of Proceeds. The proceeds from the sale of Refunding Bonds to be issued under authority hereof shall be applied for the purposes for which the Refunding Bonds are issued as herein described, and shall be disbursed through the -4- Trustee. If for any reason any portion of the proceeds actually received from sale shall be applied to the payment of the principal of and/or the interest on said Refunding Bonds, the resulting prepayment shall be by lot. The purposes for which the Bonds shall be issued shall include without limitation refunding of the Bonds, and all expenses in connection with authorization, sale and issuance of Refunding Bonds, including Bond Counsel fees, company counsel or other appropriate legal fees, financial and accounting advisors ' fees or 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 refunding the Bonds. Section 4. Professionals Employed. The Issuer hereby authorizes, ratifies and confirms the employment by the Company, acting for the Issuer solely for purposes of this Refunding Bond issue, and acting on its own behalf as user of the Project, for the purposes of proceeding with the refunding of the Bonds , and the Refunding Bond issue: (a) As Trustee and paying agent under the Trust Indenture authorized herein, North Carolina National Bank or in the event that Bank cannot serve, any other financial institution authorized by law to hold trusts of the nature herein described; (b) Such other and further persons, firms or corporations, including, but not limited to, financial advisors, attorneys for the company and other agents reasonably necessary or convenient for the purpose of refunding the Bonds; and (c) The law firm of Vinson & Elkins of Houston, Texas, which shall act as Bond Counsel in preparation of principal documents and rendering the legal opinion for the benefit of Refunding Bond Purchasers. Section 5. Sale of Refunding 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 issue and sell the Refunding Bonds. It is the intent of this Resolution to authorize sale of the Refunding Bonds in such series and such form and such denominations as the Issuer or its authorized officers shall determine upon consultation with the Company and the Purchaser , and as generally authorized in this Resolution, with the effect that said Refunding Bonds shall be issued and sold, and proceeds received therefrom, for the purposes -5- of refunding the Bonds and payment of such expenses as are authorized hereunder to be paid from proceeds of said Refunding Bonds. All Refunding 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 not to exceed $2 ,000,000 is sold, each Refunding 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 such Bonds and solicitations therefor , may be effected to or through the Purchaser without registration of the Refunding Bonds as securities, pursuant to exemptions provided under Section 3 (a) (2) of the Securities Act of 1933 and exemptions from the qualification provisions of the Trust Indenture Act of 1939 and similar exemptions under applicable state law. Section 6. Form of Refunding Bonds. The Refunding Bonds shall be substantially in the wording as shown in the form incor- porated in this Section 6 of this Resolution with completion of such blanks or substitutions as necessary prior to issuance and sale of each Refunding Bond. Each issued Refunding Bond shall bear interest at the rate specified, with interest payable semi- annually, with maturities as may be agreed between the Purchaser , the Company and the Trustee. The principal and interest on each of said Refunding 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 Refunding Bonds issued under authority hereof shall contain the following certificate plainly stated on the face or reverse side of each Refunding Bond, certified by the City Recorder at the time of issuance: -6- THIS REFUNDING 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 REFUNDING BOND IS ONE OF THE REFUNDING BONDS FORMING A PART OF THE ISSUE DESCRIBED HEREIN AND REFERRED TO IN THE TRUST INDENTURE. [SAMPLE - DO NOT SIGN] [Recorder] The Refunding Bonds shall not be redeemable earlier than maturity except at the times and on the conditions to be stated in the issued Refunding Bonds and as governed by the Indenture. The officers of the Issuer required to sign in execution, attestation or certification of the Refunding Bonds and interest coupons, if any, may do so by facsimile signature printed or engraved thereon, except that at least one of the signatures of the Recorder shall be manual on each Refunding Bond. In addition, the official corporate seal of the Issuer may be printed or engraved on the Refunding Bonds and coupons, if any, where required. The Refunding Bonds may be issued with or without coupons attached, as agreed between the Company, the Purchaser and the Trustee. The Refunding Bonds may be authenticated by the Trustee if requested by the Purchaser . -7- FORM OF REFUNDING BONDS (Form of coupon Refunding Bonds) UNITED STATES OF AMERICA STATE OF UTAH SALT LAKE CITY INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BOND Series 1982 (Fluor Supply Company 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 , 1992, 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 day of June—and December of each year , commencing June 1, 1983, until the payment of such principal sum shall have been made or provided for . Principal of 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, Charlotte, North Carolina (such bank, together with any successors as Trustee under the Indenture, being herein called the "Trustee") . 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. -8- [Second] The Issuer has heretofore issued its Industrial Develop- ment Revenue Bonds , Series 1980 (R S Supply Company of California Project) (the "Original Bonds" ) , in the initial aggregate principal amount of One Million Six Hundred and Fifty-five Thousand Dollars ($1,655,000) , authorized by a resolution adopted by the City Council of the Issuer on December 2, 1980 (the "Resolution") , under a trust indenture (the "Orignial Indenture" ) , dated as of December 15, 1980, between the Issuer and the Trustee . The Original Bonds were issued in order to provide funds for the Issuer to lend to R S SUPPLY COMPANY OF CALIFORNIA (together with its successors and assigns, the "User") , a California corporation qualified to do business in the State , to finance the acquisition, construction and installation of certain industrial facilities (together with the User 's interest in the site thereof, the "Project") . The proceeds of the sale of the Original Bonds (other than any amount representing accrued interest) were lent to the User pursuant to a loan agreement (the "Original Agreement") , dated as of December 15, 1980, between the Issuer and the User , which loan is evidenced by the User 's note (the "Original Note") in the initial principal amount of $1,655,000, payable to the order of the Issuer and dated December 15, 1980. The payment of the principal of and premium, if any, and interest on the Original Bonds was unconditionally guaranteed by FLUOR CORPORATION (the "Guarantor") , a Delaware corporation, pursuant to a guarantee agreement, dated as of December 15, 1980 (the "Original Guarantee Agreement") , entered into by the Trustee and the Guarantor . Subse- quently, R S SUPPLY COMPANY OF CALIFORNIA merged into Fluor Oil Field Supply Company the name of which was changed to FLUOR SUPPLY COMPANY, a Texas corporation qualified to do business in the State, and therefore the term "User" includes FLUOR SUPPLY COMPANY. [Third] This Bond is one of the duly authorized issue of the Issuer ' s Industrial Development Revenue Bonds, Series 1982 (Fluor Supply Company Project) (the "Bonds") , aggregating in principal amount Dollars ($ ) , authorized by a resolution adopted by the City Council of the Issuer on November 9, 1982 (the "Refunding Resolution") all issued or to be issued under the Original Indenture, as amended and supplemented by a first supplemental trust indenture (the "First Supplemental Indenture") , dated as of December 1, 1982, between the Issuer and the Trustee (the Original Indenture, as amended and supplemented -9- by the First Supplemental Indenture, the "Indenture") , pursuant to and in full conformity with the Constitution and the laws of the State. The proceeds of the Bonds (other than any amount representing accrued interest) will be lent to the User pursuant to the Original Agreement, as amended and supplemented by a first amendatory loan agreement (the "First Amendatory Agreement" ) , dated as of December 1, 1982, between the Issuer and the User (the Original Agreement, as amended and supplemented by the First Amendatory Agreement, the "Agreement") , to be used to pay when due the principal of the Original Bonds and Refunding Issuance Costs (as defined in the First Supplemental Indenture) as provided in the First Supplemental Indenture. Such loan shall be evidenced by the User 's creation and issuance of a note (the "First Amendatory Note") in the aggregate principal amount of the Bonds, payable to the order of the Issuer and dated December 1, 1982 (the Original Note, as amended and supplemented by the First Amendatory Note, the "Note") . The payment of the principal of and premium, if any, and interest on the Bonds has been unconditionally guaranteed by the Guarantor pursuant to the Original Guarantee Agreement, as amended and supplemented by a first amendatory guarantee agreement (the "First Amendatory Guarantee Agreement") , dated as of December 1, 1982, between the Trustee and the Guarantor (the "Original Guarantee Agreement as amended and supplemented by the First Amendatory Guarantee Agreement, the "Guarantee Agreement") . The Indenture provides that except with respect to amounts and securities and income therefrom deposited in the Refunding Fund (as defined in the First Amendatory Agreement) the Bond shall rate equally and on a parity with the Original Bonds and shall be equally and ratably secured under the Indenture with the Original Bonds without preference, priority or distinction and shall be co-equal as to the lien of the Indenture regardless of the time of delivery. Amounts and securities and income therefrom deposited in the Refunding Fund shall be for the sole and exclusive benefit of the holders of the Original Bonds (except that certain amounts in the separate Refunding Issuance Costs Account may be used to pay Refunding Issuance Costs) and the holder of this Bond shall have no rights with respect thereto. [Fourth] 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 -10- 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. [Fifth] Subject to the terms of Article IV of the Original Indenture and the other provisions of the Indenture, the Bonds shall not be subject to redemption prior to maturity, except as described in the following three 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 3.2 of the First Supplemental 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 neccesary 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 or the Guarantor under the Agreement or the Guarantee Agreement shall have become, in the opinion of counsel to the User or the Guarantor , void, unenforceable or impracticable to perform, in -11- 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 the User shall be unable to consruct 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) . [Seventh] (2) The Bonds shall be redeemed prior to maturity in whole or in part, as provided herein, upon a final determination by the Internal Revenue Service or a court of competent juris- diction that the interest payable to 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) (13) 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 shall be considered final unless the holder of such Bond 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 under this paragraph (2) shall be at a redemption price equal to the unpaid principal amount of the Bonds being redeemed 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, and may occur at any time , on any date selected by the User , within 180 days after receipt by the User of notice of the final determination described above. Upon the occurrence of such a final determination, 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) (13) of the Code and the regulations promulgated thereunder) . -12- In such event, the Bonds shall be redeemed (in the principal amount of $5,000 or any integral multiple thereof) from time to time in such amount as is deemed necessary in the opinion of a nationally recognized bond counsel to accomplish that result. [Eighth] (3) The bonds shall be subject to redemption prior to maturity, at the option of the User, in whole on any date, or in part on any interest payment date, on or after December 1, 198_, and, if in part, in integral multiples of $5,000. Any such redemption shall be at the redemption prices (expressed as percentages of principal amount) set forth in the table plus interest to the redemption date. Redemption Dates Redemption Prices December 1, 19 through November 30, 19 103% December 1, 19 through November 30, 19 102-1/2% December 1, 19 through November 30, 19 102% December 1, 19 through November 30, 19 101-1/2% December 1, 19 through November 30, 19 101% December 1, 19 through November 30 , 19_ 100-1/2% December 1, 19 and thereafter 100% [Ninth] 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, identify- ing 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, 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 a Bond or portion thereof, addressed to such holder at its address appearing on the register maintained by the Trustee, and to each holder 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. Neither the failure to give notice by publication as aforesaid, nor defect in any notice so published, shall affect the validity of any proceedings for the redemption of any of the Bonds. If notice is published as -13- 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. [Tenth] 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 or such portions shall cease to accrue. [Eleventh] In the event of redemption of part of the Bonds outstand- ing, the particular Bonds or portions thereof shall be selected by lot by the Trustee. If redemption of the Bonds shall occur other than on an interest payment date, the interest shall be calculated to the date of redemption on the basis of a 360-day year . [Twelfth] 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 transfer- able 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 . [Thirteenth] 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 and subject to the limitations and on payment of the charges provided in the Indenture. -14- [Fourteenth] The Bond 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 N� Agreement, the Note, the Indenture and the Guarantee Agreement in he Debt Service Fund established under the Indenture , and in certain events out of amounts secured through the exercise of the remedies provided in the Indenture upon occurrence of any event of default thereunder . The Bonds shall never constitute an indebted- ness 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 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. 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, 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. [Fifteenth] 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. -15- [Sixteenth] 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 amounts 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 which any of them is 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 . [Seventeenth] 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 have been signed by the Trustee. [eighteenth] 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 neccessary to be done or performed precedent to and in connection with 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 connection with 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 -16- 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. [Nineteenth] 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, has caused a facsimile of the seal of the Issuer to be reproduced hereon, and has caused the interest coupons hereto annexed to be executed by such Mayor and Recorder by their respective facsimile signatures, all as of the 1st day of December , 1982. SALT LAKE CITY, UTAH By__ Mayor ATTEST: Recorder (SEAL) 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. Recorder -17- (Form of Interest Coupon) Unless the Bond described below On the first day shall have been duly called for of previous redemption and payment $ - `- 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 Refunding Bond , Series 1982 (Fluor Supply Company Project) , dated December 1, 1982. No. -18- (Form of Trustee 's Certificate to be printed on each Refunding 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, as Trustee By - -- Authorized Signatory -19- (Form of Registration of- Ownership of Principal to be printed on the back of each coupon Refunding Bond) PROVISIONS FOR REGIS'rRA'rtON 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 -20- (Form of fully registered Refunding Bond) The Form of fully registered Refunding Bond shall be identical with the Form of coupon Refunding Bond except that the heading and the First, Twelfth, Seventeenth and Nineteenth paragraphs, the Form of Interest Coupon and the Form of Registration of Ownership of Principal should be omitted, and there should be substituted in the Form of fully registered Refunding 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 Refunding Bond) UNITED STATES OF AMERICA STATE OF UTAH SALT LAKE CITY INDUSTRIAL DEVELOPMENT REVENUE REFUNDING BOND Series 1982 (Fluor Supply Company 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 soarce and in the manner hereinafter provided, on the first day of December , 1992, 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 DOLLARS ($ ) and to pay interest on such sum from the date hereof at the rate of per centum (_%) per annum, semiannually on the first day of June and December of each year , commencing June 1, 1983, 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 -21- CAROLINA NATIONAL BANK, North Carolina (such bank, together with any successors as trustee under the Indenture, being herein called the "Trustee") . 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 his address as it appears on the registration books of the Trustee. -22- (The following paragraph to replace the Twelfth paragraph of the Form of coupon Refunding Bond) This Bond is transferable by the registered holder hereof in person or by his attorney duly authorised in writing at the principal corporate trust office of the Trustee, upon presentatiofi hereof to the Trustee, all subject to the terms aZd coalitions provided in the Indenture. (The followng paragraph to replace the Seventeenth paragraph of the Form of coupon Refunding 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 herein shall have been signed by the Trustee. (the following paragraph to replace the Nineteenth paragraph of the Form of coupon Refunding 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 lst day of , (Form of Assignment to be printed on the 'back of each fully registered Refunding Bond) FORM OF ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto _ the within Bond and all rights thereunder and does_her_eby 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: -23- Section 7. Refunding Bonds_ as Eligible Investments . It is hereby declared to be the intent of this Resolution that the Refunding 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 corporations and associations, investment companies, executers 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 8. Tax Exemptions. It is hereby declared to be the intent of this Resolution that the Refunding 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 Refunding Bonds shall be exempt from income taxation under the Internal Revenue Code. In the event the interest income on the Refunding Bonds shall become taxable to the holder (s) as related persons to the Company, the Refunding Bonds shall become immediately due and payable and the Company will agree to make whole the holder (s) of the Refunding Bonds with respect to any loss as a result of such taxability, retroactive to the date of the determination of taxability by a Court or the Internal Revenue Service, as more fully defined in the Loan Agreement. 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 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 -24- (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 9. 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 flaaacing 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 financial institution lawfully competent, shall be Trustee for the purpose of holding the proceeds of the sales of said Industrial Revenue Refunding Bonds , investing in accordance with law the unne•-:�:itid portion of said proceeds and distributing from time to time to the Company or to the contractors acid othec persons to whom the Company has become indebted such proceeds as may be necessary to pay all of the Bonds as more fully defined in Section 3 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 Refunding 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 Refunding 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 Refunding Bonds to pay all principal, premium, if any, interest, fees and other costs under the Refunding Bonds. Such note payments shall be made semiannually 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 Refunding Bonds. Said Loan Agreement shall contain additional covenants of the Company as may be required by -25- the Issuer and for the assurances of the holders of the Refunding Bonds. • Said Loan Agreement may provide that the Company, at its own expense, may make alterations, additions and improvements to the Project and install equipment thereon which shall not impair the value thereof, 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 Refunding Bonds , including payment of such insurance coverage as the Issuer, the Trustee and the holder of the Refunding Bonds shall require. 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 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, upon advance written approval by the Trustee , 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. (c) Purchase Contract, which shall provide that Smith, Barney, Harris Upham & Co. , Incorporated shall purchase all of the Refunding Bonds from the Issuer for offering to the public. (d) Composite Offering Memorandum Official Statement, which shall provide information about the City, the Project, the Bonds, the Refunding Bonds, the primary bond documents and other information regarding the offering of the Refunding Bonds for sale. (e) 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 Refunding -26- Bonds as the Purchaser may require and as may be agreeable to the Issuer and the Company. • Section 10. Binding Covenants. All covenants, stipulations, obligations and agreements contained in this Resolution, the Trust Indenture, the Loan Agreement and other documents executed in connection therewith shall be deemed to be obligations and covenants of the Issuer- a,id 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 office; _ No obligation or covenant of the Issuer contained in any of sacli documents shall be deemed an obligation oc 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 Refunding Bonds or subject to accountability by reason of the issuance thereof. Section 11. 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 Refunding Bonds to be issued under authocity hereof, shall for any reason oe 1i;�ld 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 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 12. Conditions Precedent. All acts, conditions and things relating to the passage of this Resolution, to provide authority for issuance of the Refunding 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. -27- Section 13. 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 oc them by this Resolution, the Trust Indenture , the Loan Agreement and other documents executed in connection therewith, including the Refunding 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 e lectivli, resignation, 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 Refunding Bonds and other documents, and such act or signature shall be fully effective and binding on the Issuer . Section 14. Interpretation. This Resolution, the Trust Indenture, the Loan Agreement, the Refunding Bonds and other documents executed in connection ther_e4ith shall be interp ret,-�l and construed in accordance with the laws of the State of Utah, with the intent an,9 purpose that all such documents shall carry forth the matters necessary for the refunding of the Bonds, the issuance and payment of the Refunding 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 Refunding Bonds, and any ambiguities or minor errors hecein shall not invalidate this Resolution or the effect of publication hereof, and the further documents in =-)f the Refunding 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 shall not be considered part of the Resolution if any therein suggests a meaning contrary to the express language of the Resolution. Section 15. Effective Date . This Resolution shall be effective immediately upon its adoption, and Refunding Bonds may be issued any time theceafter . Thh, council of the Issuer finds -28- that it shall be unnecessary to publish this Resolution, any such publication being discretionary under the Act. SALT LAKE CITY ATTES."t'.: 7- ByC4­1 -- / ecorder Chairman * * * * * * * * * * * * * * * * -29- Upon consideration of said Resolution by the Council Members, Council Member Maybey 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: Ione Davis "Aye" Palmer DePaulis "Aye" Sydney R. Fonnesbeck "Aye" Grant Mabey "Aye" Edward W. Parker "Aye" Alice Shearer "Aye" Ronald J. Whitehead "Aye" After conducting of other business not pertinent to the Resolution, on motion duly adopted, the gouncil adjourned. Reo6 er t- (proceedings) -30- STATE OF UTAH ) ss. COUNTY OF SALT LAKE ) I, Kathryn Marshall, the duly chosen, qualified and acting Recorder, of Salt Lake City, State of Utah, do hereby certify that the foregoing Thirty (30) pages, including the Bond Form plus two pages of proceedings, constitute a true and correct copy of a Resolution adopted by the Council in proceedings at a regular meeting of said governing body at its Chambers in Salt Lake City, Utah, held pursuant to due, legal and timely notice served upon all members thereof, on Tuesday, the 9th day of November , 1982, at the hour of 6 :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 meetLag a;-13 voted as therein shown. IN WITNESS WHEREOF, I have hereunto set any rid and of iced the official seal of Salt Lake City this day of I , 982. i e or er (SEAL) (certificate) -31-