BANK OF AMERICA NT&S AND HARRIS TRUST CO. OF CA

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10A -ate- Od i TRI PARTY AGREEMENT This TRI PARTY AGREEMENT (this "Instrument"), dated as of March 7, 1995 (the "Execution Date"), by and among the Industrial Development Authority of the City of Santa Ana, a public, corporate instrumentality of the State of California (the "Issuer"), Bank of America National Trust and Savings Association, a national banking association duly organized and existing under the laws of the United States of America (the "Original Trustee"), Harris Trust Company of California, a California state trust company (the "Resigning Trustee"), and Harris Trust and Savings Bank, an Illinois state banking corporation (the "Successor Trustee") WITNESSETH WHEREAS, the Issuer and the Original Trustee, successor in interest to Security Pacific National Bank through merger, entered into an indenture, dated as of November 1, 1988 (the "Indenture"), providing for the issuance by the Issuer its Variable Rate Demand Industrial Development Revenue Bonds Series 1988 A (Newport Electronics, Inc. Project) (the 'Bonds"); and WHEREAS, the Original Trustee retained the role of Paying Agent and Registrar, as defined in the Indenture, after its resignation or as Trustee under the Indenture; and WHEREAS, the Resigning Trustee was appointed successor trustee under the Indenture on June 7, 1993; and WHEREAS, Section 11.12 of the Indenture provides that the Trustee may resign and be discharged of the trust created by the Indenture by executing an instrument in writing resigning such trust and specifying the date when such resignation shall take effect, and filing the same with the Secretary of the Issuer and the Bank not less than thirty (30) days before the date specified in such instrument when such resignation shall take effect; and WHEREAS, the Resigning Trustee hereby gives notice to the Issuer and the Bank of its resignation to become effective upon the acceptance of appointment by a successor trustee; and WHEREAS, Section 11.14 of the Indenture provides that in case the trustee shall resign, the Issuer, authorized by resolution and with the approval of the Bank, shall appoint a successor trustee to fill the vacancy until such time as a successor trustee may be appointed, with the consent of the Bank, by a majority in aggregate principal amount of the Bonds then outstanding; WHEREAS, Section 11.15 of the Indenture provides that any successor trustee appointed shall be qualified under the provisions of such Section of the Indenture; and WHEREAS, Section 11.17 of the Indenture provides that any successor trustee appointed under the Indenture shall execute, acknowledge and deliver to the Issuer and the Resigning Trustee an instrument accepting such appointment and thereupon the resignation of the Resigning Trustee shall become effective and the Successor Trustee without any further act, deed or conveyance, shall become fully vested with all the rights, powers, trust duties and responsibilities of the Resigning Trustee; and