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'-" ., \0 ~ -..... \w t . l '-" RESOLUTION NO. 95- 001 -IDA A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF lHE CITY OF SANTA ANA APPROVING REMARKETING OF 1985 INDUSTRIAL DEVELOPMENT REVENUE BONDS (MICROSEMI CORPORATION PROJECD AND DOCUMENTS AND ACTIONS IN CONNECfION lHEREWIlH WHEREAS, the Industrial Development Authority of the City of Santa Ana (the "Authority") has issued its $6,500,000 principal amount of 1985 Industrial Development Revenue Bonds (Microsemi Corporation Project) (the "Bonds") pursuant to an Indenture of Trust, dated as of February 1, 1985 (as amended, the "Indenture"), between the Authority and First Interstate Bank of California, as trustee (the "Trustee"), and has loaned the proceeds of the Bonds to Microsemi Corporation (the "Company") pursuant to a Loan Agreement, dated as of February 1,1985 (the "Loan Agreement"), between the Authority and the Company, to provide for the renovation and expansion of the Company's manufacturing facility in the City of Santa Ana (the "City"); and WHEREAS, the Indenture provides for the remarketing of the Bonds on February 1, 1995 and there has been presented to the Authority at this meeting certain documents to be executed in connection with the remarketing of the Bonds, including an amendment to financing documents, remarketing memorandum and a remarketing agreement; and WHEREAS, in order to assist in the remarketing of the Bonds, the Authority now desires to approve and authorize and direct the execution and delivery by the Authority of said documents and all other actions required by the Authority in connection with the remarketing of the Bonds. NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA AS FOLLOWS: 1. The remarketing of the Bonds, in the manner contemplated by the Indenture and the other documents referenced herein, is hereby approved. 2. The amendment to the Indenture and the Loan Agreement, among the Authority, the Company and the Trustee (the "Amendment"), in the form presented to the Authority at this meeting, is hereby approved. The Executive Director of the Authority (the "Executive Director") is hereby authorized and directed to execute, and the Secretary is hereby authorized and directed to attest and deliver, the Amendment in said form, together with such additions thereto or changes therein as are approved by the Executive Director upon consultation with Bond Counsel including such additions or changes as are necessary or advisable in accordance with Section 5 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Amendment by the Executive Director. 3. The remarketing agreement, among the Authority, Stone & Youngberg, as remarketing agent (the "Remarketing Agent") and the Company (the "Remarketing Agreement"), in the form presented to the Authority at this meeting, is hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Remarketing Agreement in said form, together with such additions thereto or changes therein as are approved by the