079 of 1982 - $1,000,000 Aggregate Principal Amount of Industrial Development Revenue Bonds - Litton Industries In RESOLUTION #79, 1982 Q 82-29
Salt Lake City,
September 7, 1 .
OJ Ol Sy '4'� " •�00
The Municipal Council of Salt Lake City, Salt Lake
County, Utah, met in regular public session at the regular meeting
place of the Municipal Council at Room 301 of the City and County
Building in said city at 6: 00 P.M. on September 7, 1982. The
following members of the Municipal Council were present:
Sydney R. Fonnesbeck Chairperson
Ronald J. Whitehead Vice Chairperson
Ione M. Davis Councilmember
Palmer DePaulis Councilmember
Grant Mabey Councilmember
Edward W. Parker Councilmember
Alice Shearer Councilmember
Absent :
There were also present:
Ted L. Wilson Mayor
Kathryn Marshall City Recorder
Roger Cutler City Attorney
After the meeting had been duly called to order and the
minutes of the preceding meeting read and approved, the City
Recorder presented to the Municipal Council an affidavit evidenc-
ing the giving of not less than twenty-four (24) hours public
notice of the agenda, date, time and place of the September 7,
1982, meeting of the Municipal Council in compliance with the
requirements of Section 52-4-6 (2 ) , Utah Code Annotated, 1953, as
amended, by (1) posting written notice of the meeting at the
principal office of the Municipal Council at Room 200 of the
City and County Building in Salt Lake City, Utah, and ( 2) provid-
ing notice to at least one newspaper of general circulation
within the geographic jurisdiction of the city, or to a local
media correspondent. The affidavit was ordered recorded in the
minutes of the meeting and is as follows :
R-I
STATE OF UTAH )
COUNTY OF SALT LAKE )
I, the undersigned, the duly qualified and acting City
Recorder of Salt Lake City, Salt Lake County, Utah, do hereby
certify, according to the records of said city in my official
possession, and upon my own knowledge and belief, that in accord-
ance with the requirements of Section 52-4-6(2), Utah Code Anno-
tated, 1953, as amended, I gave not less than twenty-four (24)
hours public notice of the agenda, date, time and place of the
September 7, 1982, public meeting held by the Municipal Council
of Salt Lake City, Utah, by:
(a) causing a Notice of Public Meeting to be posted at
the principal office of the Municipal Council at Room 200 of the
City and County Building in Salt Lake City, Utah, on September{_,
1982 at least twenty-four (24) hours before the convening of the
meeting, in the form attached hereto as Exhibit A; said Notice
of Public Meeting having continuously remained so posted and
available for public inspection during the regular office hours
of the city until the convening of the meeting; and
(b) causing a copy of the Notice of Public Meeting in
the form attached hereto as Exhibit A to be delivered on Septem-
ber Z!�, 1982, at least twenty-four (24) hours before the convening
of the meeting, to The Salt Lake Tribune and the Deseret News,
newspapers of general circulation within the geographic jurisdic-
tion of the city, and to each local media correspondent, newspaper,
radio station or television station which has requested notifica-
tion of meetings of the Municipal Council.
IN WITNESS WHEREOF, I have hereunto subscribed my
official signature and impressed hereon th� official seal of Salt
11
Lake City, Salt Lake County, Utah, this- day of September, 1982.
City Re o er, Salt Lake City, Utah
(AFFIX SEAL HERE)
EXHIBIT A
NOTICE OF REGULAR MEETING OF THE
MUNICIPAL COUNCIL OF SALT LAKE CITY, UTAH
i hereby given that the Municipal Council
PUBLIC NOTICE s y g P
of Salt Lake City, Utah will hold a regular public meeting at the
offices of the Municipal Council at Room 301 of the City and
County Building in Salt Lake City, Utah, commencing at 6: 00 P.M.
on September 7, 1982.
The Agenda for the meeting consists of the following:
1. Consideration and adoption of a resolution pertaining
to $1,000,000 aggregate principal amount of Industrial Development
Revenue Bonds (Litton Industries, Inc. Project) Series 1980 of
Salt Lake City, Utah, authorizing the execution and delivery of a
First Supplemental Agreement among the City, Litton Industries ,
Inc. and the bondholder and authorizing the execution and delivery
of a First Supplemental Pledge and Security Agreement between the
City and the Security Trustee for said bonds and authorizing the
execution and delivery of various documents in connection with
the foregoing and related matters .
(INSERT REMAINDER OF AGENDA)
I
Date: 1982
B ` h
y
Ci y Recorder
Thereupon, after the conduct of other business, the
following resolution was introduced in writing by
, was read in full and pursuant to motion duly made by
Coo..c:l11e.w6r�c /�At beSl , and seconded byCvv�c;i �fe�bco( ,,,P/1e,o( was
adopted by the following vote:
AYE :
NAY:
The resolution was thereupon presented to and approved
and signed by the Mayor in open meeting, was signed by the Chairman
of the Municipal Council and was attested and recorded by the
City Recorder in the official records of said City. The resolution
is as follows :
A RESOLUTION PERTAINING TO $1,000, 000 AGGREGATE
PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE
BONDS (LITTON INDUSTRIES, INC. PROJECT) SERIES
1980 OF SALT LAKE CITY, SALT LAKE COUNTY, UTAH,
AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST
SUPPLEMENTAL AGREEMENT AMONG SAID CITY, LITTON
INDUSTRIES, INC . AND THE BONDHOLDER AND AUTHORIZ-
ING THE EXECUTION AND DELIVERY OF A FIRST SUPPLE-
MENTAL PLEDGE AND SECURITY AGREEMENT BETWEEN SAID
CITY AND THE SECURITY TRUSTEE FOR SAID BONDS AND
AUTHORIZING THE EXECUTION AND DELIVERY OF VARIOUS
DOCUMENTS IN CONNECTION WITH THE FOREGOING AND
RELATED MATTERS.
WHEREAS, Salt Lake City, Salt Lake County, Utah (the
"Issuer" ) , pursuant to the provisions of a resolution adopted on
July 22, 1980 and pursuant to the provisions of the Utah Industrial
Facilities Development Act, Chapter 17 of Title 11, Utah Code
Annotated, 1953, as amended (the "Act" ) , and in order to finance
a portion of the costs of an assembly facility consisting of
land, building and equipment (the "Project") suitable for industrial
purposes for Litton Industries, Inc. , a Delaware corporation ( the
"Company" ) or its wholly-owned subsidiary, issued on July 31, 1980
its Industrial Development Revenue Bonds (Litton Industries, Inc.
Project) Series 1980 (the "Original Bonds" ) , in the principal
amount of $1,000,000; and
WHEREAS, at that time the Issuer executed an Agreement
dated as of June 1, 1980 (the "Original Agreement") among the
Issuer, the Company and Wells Fargo Bank, National Association
(the "Institutional Lender" ) , under the terms of which the Issuer
agreed to sell the Bonds to the Institutional Lender, to loan the
proceeds to the Company and the Company agreed to pay to the
Issuer or its assignee amounts sufficient to pay at maturity the
principal, interest and redemption premium, if any, on the Bonds
and to evidence the obligations of the Company by the execution
of a Direct Obligation Note or Notes in the principal amount of
$1,000, 000 (the "Original Note" ) ; and
WHEREAS, at that time the Issuer executed and delivered
a Pledge and Security Agreement dated as of June 1, 1980 (the
"Original Pledge Agreement" ) to Zions First National Bank, Salt
Lake City, Utah, as security trustee (the "Original Security
Trustee" ) , for the benefit of the Bondholders; and
WHEREAS, Section 8. 6 of the Original Pledge Agreement
provides that the Original Security Trustee may be removed and/or
a successor trustee may be appointed at any time by the Company,
with the consent of the holders of 51% in principal amount of the
Original Bonds then outstanding, by an instrument or concurrent
instruments in writing signed and acknowledged by the holders of
51% in principal amount of the Bonds then outstanding and delivered
to the Original Security Trustee and to the Issuer and, in the
case of appointment of a successor trustee, to such successor
trustee; and
WHEREAS, the Company and the Institutional Lender,
which is the holder of all Original Bonds now outstanding, desire
that the Original Security Trustee be removed and that Wells
Fargo Bank, National Association, be appointed as successor
trustee (the "Successor Trustee" ) in accordance with Section 8. 6
of the Original Pledge Agreement, and the Company and the Insti-
tutional Lender will execute and deliver to the Original Security
Trustee, the Issuer and the Successor Trustee an instrument
removing the Original Security Trustee from and appointing the
Successor Trustee as security trustee under the Original Pledge
Agreement (the "Successor Trustee Certificate" ) ; and
WHEREAS, Section 12.5 of the Original Agreement pro-
vides that the Original Agreement may be amended, including an
amendment to change the amount or time of any prepayment or
payment of principal or premium or the rate or time of payment
of interest on the Bonds, with the written consent of the Company,
the Issuer and the holders of all Original Bonds at the time
outstanding; and
WHEREAS, the Company and the Institutional Lender,
which is the holder of all Original Bonds now outstanding, desire
with the Issuer to enter into a First Supplemental Agreement
dated as of September 1, 1982, supplementing and amending the
Original Agreement, in order to change certain of the terms and
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provisions thereof, including but not limited to extension of the
maturity date of the Original Bonds and Original Note and the
granting to the Bondholders of the right to convert the interest
rate borne by the Original Bonds from a fluctuating rate to a
fixed rate (the "Supplemental Agreement" ) ; and
WHEREAS, in order to reflect such changes, the Company
will execute and deliver to the Successor Trustee, in exchange
for the Original Note, a new Note (the "Substitute Note" ) and
the Issuer will execute and deliver to the Institutional Lender
in exchange for the Original Bonds, new Bonds (the "Substitute
Bonds" ) ; and
WHEREAS, Section 9 .4 of the Original Pledge Agreement
provides that any term, covenant, agreement or condition thereof
may be amended by an instrument in writing executed by the Issuer
and the security trustee thereunder if the Issuer shall have
obtained and filed with such security trustee the consent in
writing of the holders of at least 51% in aggregate unpaid
principal amount of the Original Bonds at the time outstanding;
and
WHEREAS, in connection with the Supplemental Agreement,
the Successor Trustee now desires with the Issuer to enter into
a First Supplemental Pledge and Security Agreement dated as of
September 1, 1982 (the "Supplemental Pledge Agreement" ) for the
benefit of the Bondholders; and
WHEREAS, the Company and the Institutional Lender have
indicated their willingness to consent to the Supplemental
Agreement and the changes, amendments and modifications to the
Original Agreement therein contained, such consent to be evidenced
by the signatures of authorized officers of the Company and of
the Institutional Lender affixed to the First Supplemental
Agreement; and
WHEREAS, the Successor Trustee has indicated its
willingness to consent to the Supplemental Pledge Agreement and
the changes, amendments and modifications to the Original Pledge
Agreement therein contained, such consent to be evidenced by the
signature of an authorized officer of the Successor Trustee
affixed to the Supplemental Pledge Agreement ; and
WHEREAS, the Issuer has caused to be prepared and
presented to this meeting the following documents, which the Issuer
proposes to enter into:
1 . The form of Supplemental Agreement;
2. The form of Supplemental Pledge Agreement; and
3 . The form of Substitute Bonds .
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NOW, THEREFORE, BE IT RESOLVED BY THE MUNICIPAL COUNCIL
OF SALT LAKE CITY, SALT LAKE COUNTY, UTAH:
Section 1. That the form, terms and provisions of the
proposed Supplemental Agreement be, and they hereby are, in all
respects approved and that the Mayor and the City Recorder of the
Issuer be, and they are hereby, authorized, empowered and directed
to execute, countersign, attest and deliver the Supplemental
Agreement in the name and on behalf of the Issuer, and thereupon
to cause the Supplemental Agreement to be delivered to the Company
and the Institutional Lender; that the Supplemental Agreement is
to be in substantially the form presented to and before this
meeting and hereby approved or with such changes therein as shall
be approved by the officer of the Issuer executing the Supplemental
Agreement, his execution thereof to constitute conclusive evidence
of his approval of any and all changes or revisions therein from
the form of Supplemental Agreement before this meeting; and that
from and after the execution and delivery of the Supplemental
Agreement, the officials, agents and employees of the Issuer are
hereby authorized, empowered and directed to do all such acts and
things and to execute all such documents as may be necessary to
carry out and comply with the provisions of the Original Agreement,
as amended by the Supplemental Agreement; that the Supplemental
Agreement shall constitute and is hereby made a part of this
authorizing resolution and a copy of the Supplemental Agreement
shall be placed in the official records of the Municipal Council
and shall be available for public inspection at the office of
the City Recorder.
Section 2. That the Mayor and the City Recorder of
the Issuer be, and they are hereby, authorized to obtain, or
cause to be obtained, and to file, or cause to be filed, with
the Successor Trustee the consent in writing of the holders of
at least 51% in aggregate unpaid principal amount of the Original
Bonds (the "Bondholder Consent Certificate") to the execution of
the Supplemental Pledge Agreement by the Issuer and the amendments
to the Original Pledge Agreement contained therein.
Section 3. That the form, terms and provisions of the
proposed Supplemental Pledge Agreement be, and they hereby are,
in all respects approved, and that the Mayor and the City Recorder
of the Issuer be, and they are hereby, authorized , empowered and
directed to execute, countersign, attest and deliver the Supple-
mental Pledge Agreement in the name and on behalf of the Issuer,
and thereupon to cause the Supplemental Pledge Agreement to be
delivered to the Successor Trustee; provided that such officers
shall execute, countersign, attest and deliver the Supplemental
Pledge Agreement only after copies of the executed Successor
Trustee Certificate and the executed Bondholder Consent Certifi-
cate have been delivered to the Issuer; that the Supplemental
Pledge Agreement is to be in substantially the form presented
to and before this meeting and hereby approved, or with such
changes therein as shall be approved by the officer of the Issuer
executing the Supplemental Pledge Agreement, his execution thereof
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to constitute conclusive evidence of his approval of any and all
changes or revisions therein from the form of Supplemental Pledge
Agreement before this meeting; and that from and after the execu-
tion and delivery of the Supplemental Pledge Agreement, the
officials, agents and employees of the Issuer are hereby author-
ized, empowered and directed to do all such acts and things and
to execute all such documents as may be necessary to carry out
and comply with the provisions of the Original Pledge Agreement,
as amended by the Supplemental Pledge Agreement; that the Supple-
mental Pledge Agreement shall constitute and is hereby made a
part of this authorizing resolution and a copy of the Supplemental
Pledge Agreement shall be placed in the official records of the
Municipal Council and shall be available for public inspection
at the office of the City Recorder.
Section k. That the Mayor of the Issuer be and is
hereby authorized, empowered and directed to cause to be prepared
$1,000,000 aggregate principal amount of the Substitute Bonds of
the Issuer to be delivered to the Security Trustee in exchange
for the Original Bonds; such Substitute Bonds shall bear interest
payable quarterly as provided in the Substitute Bonds at a rate
per annum (the "Fluctuating Rate") which shall at all times be
equal to 65% of the rate of interest most recently announced
within the Institutional Lender at its principal office in San
Francisco, California as its prime rate, which rate is one of
its base rates and serves as the basis upon which effective
rates of interest are calculated for those loans making reference
thereto, and as evidenced by the recording thereof after its
announcement in such internal publication or publications as the
Institutional Lender may designate (the "Prime Rate") in effect
from time to time, such Fluctuating Rate to be adjusted on the
effective date of any change in the Prime Rate; provided, that
the holder of any Substitute Bond shall have the right pursuant
to the Original Agreement, as supplemented and amended by the
Supplemental Agreement (the "Agreement"), to convert such Bond
to bear a fixed rate of interest (the "Fixed Rate"), which rate
shall be determined by the Successor Trustee (or any successor
thereto) in accordance with the terms of Section 1.3(b) of the
Agreement and in the event the Successor Trustee (or any successor
thereto) has determined the Fixed Rate as a result of such holder
exercising such conversion right, the outstanding principal
balance of such Bond shall bear interest at a rate per annum
equal to the Fixed Rate at all times after the date of such
conversion; provided further that in no event shall the interest
rate on any Substitute Bond exceed 30% per annum. The Bonds shall
be dated as provided in the Agreement, shall mature on July 31,
2005, shall be subject to redemption prior to maturity as provided
in the Agreement, shall be in registered form and shall have
the other terms and provisions specified in the Agreement (as
executed and delivered); and that said Substitute Bonds shall be
executed in the name of the Issuer with the manual signatures of
the Mayor of the Issuer and the City Recorder of the Issuer and
the seal of the Issuer may be affixed thereto.
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Section 5. That the form of the Substitute Bonds sub-
mitted to this meeting, subject to appropriate insertion and
revision in order to comply with the provisions of the Agreement
be , and the same hereby are , approved, and when the same shall be
executed on behalf of the Issuer in the manner contemplated by
the Agreement and this authorizing resolution in the aggregate
principal amount of $1,000, 000, they shall represent the approved
form of the Substitute Bonds of the Issuer.
Section 6. That the proper officials , agents and
employees of the Issuer are hereby authorized, empowered and
directed to do all such acts and things and to execute all such
documents and certificates as may be necessary to carry out and
comply with the provisions of said documents as executed and to
further the purposes and intent of this authorizing resolution,
including the preamble hereto. If the Mayor or City Recorder of
the Issuer are unable to execute any Substitute Bond or document
herein authorized, such Bond or document shall be executed by the
person legally authorized to act as Mayor or City Recorder under
such circumstances .
Section 7. That all acts of the officials of the Issuer
which are in conformity with the purposes and intent of this
authorizing resolution and in furtherance of the issuance of the
Substitute Bonds in exchange for the Original Bonds in the
aggregate principal amount of $1,000,000 be , and the same hereby
are , in all respects, approved and confirmed.
Section 8. That after the Substitute Bonds are issued,
this authorizing resolution shall be and remain irrepealable
until the Substitute Bonds and the interest thereon shall have
been fully paid, cancelled and discharged.
Section 9. That the provisions of this authorizing
resolution are hereby declared to be separable and if any section,
phrase or provision shall for any reason be declared to be invalid,
such declaration shall not affect the validity of the remainder
of the sections, phrases and provisions .
Section 10. That all resolutions and parts thereof in
conflict herewith are hereby repealed to the extent of such con-
flict. -
Section 11. The City Recorder is hereby directed to
publish this resolution of the Act as provided in Section 11-17-
16 (1) .
Section 12. That immediately after its adoption and
approval by the Mayor, this resolution shall be signed by the
Chairman of the Municipal Council and attested by the City Recorder,
shall be recorded in a book kept for that purpose and shall take
immediate effect.
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PASSED AND APPROVED by the Municipal Council an the
May r f §alt Lake City, Salt Lake County, Utah, this day of
1982.
Cha rman of the Municipal
Council, Salt Lake City,
Salt Lake County, Utah
Attested:
/ A
t
City Rec r er , Salt Lake City,
Salt La ounty, Utah
Appr ov
AL
yor; Salt Lake City, Salt
Lake County, Utah
(SEAL)
(Other business not pertinent to the above appears in
the minutes of the meeting) .
Upon motion duly made and carried, the meeting was
adjourned.
Chairman
Attested:
'City recorder
(SEAL)
t
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STATE OF UTAH )
COUNTY OF SALT LAKE )
li
I, Kathryn Marshall, the duly qualified and acting
City Recorder of Salt Lake City, Utah, do hereby certify, accord-
ing to the records of said city in my official possession, that
the above and foregoing constitutes a true and correct copy of
excerpts from the minutes of a regular public meeting of the
Municipal Council of Salt Lake City held on September 7, 1982,
including a resolution adopted at said meeting, as said minutes
and resolution are officially of record in my possession.
IN WITNESS WHEREOF, I have hereunto subscribed my
official signature and imPIressed her on the corporate seal of Salt
Lake City, Utah, this day of �l cZ2 , 1982.
ty Recorder
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