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<br />WHEREAS, the issuance, sale and delivery of the Bonds will further the
<br />public purposes of the Authority as set forth in the Act, and approval of said
<br />agreements and related documents will be in the public interest and for the
<br />pUblic benefit;
<br />
<br />NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the
<br />Industrial Development Authority of the City of Santa Ana as follows:
<br />
<br />Section 1. Acts and Conditions Precedent. The Board of Directors has
<br />revi ewed all proceedi ngs heretofore taken and has found, as a resul t of such
<br />review, and hereby finds and determines, that all things, conditions and acts
<br />required by law to exist, happen or be performed precedent to and in
<br />connection with the issuance of the Bonds do exist, have happened and have
<br />been performed in due time, form and manner as required by law, and the Board
<br />of Directors is now duly empowered, pursuant to each and every requirement of
<br />law, to issue the Bonds in the manner and form provided in this Resolution and
<br />in the Indenture of Trust (the "Indenture"), dated as of February 1, 1985,
<br />between the Authority as Trustor and First Interstate Bank , as Trustee.
<br />
<br />Section 2. Authorization of Bonds. Bonds in the aggregate principal
<br />amount of Six Million Five Hundred Thousand Dollars ($6,500,000) are hereby
<br />authorized and directed to be issued by the Authority under and subject to the
<br />terms of the Resolution, the Indenture. and this Resolution. The purpose for
<br />which the Bonds shall be issued is to provide funds to make a loan to the
<br />Company for the purpose of prov i dtng fj nanc i ng for the acqui s iti on,
<br />construction and improvement of the Project pursuant to the Resolution and the
<br />Loan Agreement, dated as of February 1, 1985, to be entered into between the
<br />Authority and the Company (the "Loall Agreement"). The Bonds shall be
<br />designated the "Industrial Development Authority of the City of Santa Ana,
<br />1985 Industrial Development Revenue Bondls (Microsemi Corporation Project)".
<br />
<br />Section 3. Execution of Documents. The following documents (each in
<br />the form submi tted to thi s Authori ty or in such form, together with such
<br />changes therein as may be deemed necessary or advisable and not adverse to the
<br />Authority, as shall be approved by the Executive Director or his designated
<br />representative upon the advice of Bond tounsel to the Authority, such approval
<br />to be conclusively evidenced by the exe~tion thereof as authorized herein) be
<br />and they are hereby approved, that tine Chairman or his designee be and is
<br />hereby authorized to execute and deli!l'er each such document, and that the
<br />Secretary of tnis Board is hereby authorized to affix the seal of the
<br />Authority to each such document, as maf required thereby, and to attest the
<br />execution thereof:
<br />
<br />'--'
<br />
<br />(1)
<br />
<br />Indenture
<br />between
<br />"Trustee")
<br />
<br />of Trust, dated as
<br />First Interstate Bank
<br />and the Authority ~the
<br />
<br />of February I,
<br />, as Trustee
<br />"Indenture");
<br />
<br />1985,
<br />(the
<br />
<br />(ii) Loan Agreement, dated .as of Webruary 1, 1985, between the
<br />Authority and the Company; ani
<br />
<br />(i i 1)
<br />
<br />Bond Purchase Agreement, da1l!d as of February I,
<br />among the Authority, the Company and Merri 11
<br />Pierce, Fenner & Smith, Incoqorated.
<br />
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<br />2
<br />
<br />1985,
<br />Lynch,
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