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RESOLUTION NO. IDA 93- 001
A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE CITY OF SANTA AHA
APPOINTING A SUCCESSOR TRUSTEE
WHEREAS, the Industrial Development Authority of the
City of Santa Ana (the "Authority"), the Bank of America National
Trust and Savings Association, a national banking association
organized and existing under and by the virtue of the laws of the
United States of America and successor to Security Pacific
National Bank through merger (the "Trustee") entered into an
indenture, dated as of November 1, 1988 (the "Indenture"),
providing for the issuance by the Authority of its Variable Rate
Demand Industrial Development Revenue Bonds Series 1998 A
(Newport Electronics, Inc. Project) (the "Bonds"); and
WHEREAS, the Trustee has been acting as trustee, paying
agent and registrar under the Indenture; 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 giving written notice thereof to the Authority
and the Bank, as defined in the Indenture; and
WHEREAS, the Trustee has given notice to the Authority
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 further
provides that in case the trustee shall resign, the Authority,
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 the holders of a majority in aggregate principal amount
of the Bonds outstanding; and
WHEREAS, Section 11.5 of the Indenture provides that
the successor trustee 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 Authority and to the
Trustee an instrument accepting such appointment and thereupon
the resignation of the Trustee shall become effective and the
Successor Trustee without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, trusts,
duties and responsibilities of the Trustee; and
WHEREAS, there has been presented to the Authority a
proposed form of Tri-Party Agreement (the "Agreement"), among the
Authority, the Trustee and Harris Trust Company of California
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4O!l9O-I-RA 1-OSIQJI9l
I.D.A. RESOLUTION 93-001
Page 2
(the "successor Trustee") setting forth the termS and conditions
for the resignation of the Trustee and the appointment of the
successor Trustee under the Indenture;
NOW, THEREFORE, BE IT RESOLVED, DETERMINED and ORDERED
BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA,
AS FOLLOWS:
SECTION 1. ~xecution of Aareement. The Authority J.....
accepts the resignation of the Trustee and appoints, with the ·
approval of the Bank, the successor Trustee as successor in trust
under the Indenture and confirms to the Successor Trustee all of
the rights, titles, interests, capacities, privileges, duties and
responsibilities of the trustee under the Indenture, all subject
to the terms and conditions and with the effect as provided in
the Indenture and the Agreement, which Agreement is hereby
approved and the Chairman and the Secretary of the Authority are
hereby authorized and directed, in the name of the Authority, to
execute, acknowledge and deliver the Agreement in sUbstantiallY
the form presented to this meeting with such changes therein as
the officers executing the same and the city Attorney may
approve, such approval to be conclusively evidenced by the
execution and delivery thereof.
SECTION 2. 9ther Acts. The officers and staff of the
Authority are hereby authorized and directed, jointlY and
severally, to do any and all things, to execute and deliver any
and all documents, which in consultation with Orrick, Herrington
& sutcliffe, the Authority's bond counsel, they may deem
necessary or advisable in order to effectuate the purposes of
this Resolution, and any and all such actions previouslY taken by
such officers or staff members are hereby ratified and confirmed.
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I.D.A. RESOLUTION 93-001
Page 3
SECTION 3. Effective Date. This Resolution shall take
effect upon adopted.
PASSED, APPROVED and ADOPTED this 7th day of June
1993.
Daniel H. Young,
rial
Development Au hori y of
the City of Santa Ana
ATTESTED:
. f e Industrial - Janice C. Guy
ent Authority of the
Santa Ana
APPROVAL AS TO FORM:
~~neY
Young ___!'!:i~___
Lutz ___!>::i~
l1ills _~y~
Horeno ___!':'::l~_
Norton _~~
Pulido _~!cy~
Richardson __J>.':t'!:.__~
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4O!l9O-I-RAI-OS/0l19l
State of California
CERTIFICATE OF ORIGINALITY & PUBLI
County of Orange
I, JANICE C. GUY, Clerk of t~e ouncil, do hereby certify the attached Resolution
r"DlI - 93-ev! to be the Iginal resolution adopted by the City Council of the
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