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HomeMy WebLinkAbout1995-001 '-" ., \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 RESOLUTION NO. 95-001 -IDA PAGE 2 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 Remarketing Agreement by the Executive Director. 4. The remarketing memorandum describing the Bonds to be remarketed (the "Remarketing Memorandum"), in the form presented to the Authority at this meeting, is hereby approved. The Executive Director of the Authority is hereby authorized and directed, if required, to execute and deliver the Remarketing Memorandum in said form, together with such additions thereto or changes therein as are approved by the Executive Director upon consultation with Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Remarketing Memorandum by the Executive Director. The Remarketing Agent is hereby authorized to distribute copies of the Remarketing Memorandum to persons who may be interested in the purchase of the Bonds and is directed to deliver such copies to all actual purchasers of the Bonds. Distribution by the Remarketing Agent of a preliminary remarketing memorandum describing the Bonds is hereby approved and authorized. The Executive Director is hereby authorized to execute a certificate or certificates to the effect that the Remarketing Memorandum and such preliminary remarketing memorandum were deemed "final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, and is authorized to so deem such statements final. ...", 4 I f ..J 5. The remarketed Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the remarketed ....1 Bonds by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the remarketed Bonds, when duly executed and authenticated, as directed by the Remarketing Agent pursuant to the Remarketing Agreement, upon payment of the remarketing price therefor. ~ f J ..,J -. '" .. \ -... \w '" '" ~ -... "'" RESOLUTION NO. 95- 001 -IDA PAGE 3 6. All actions heretofore taken by the officers and agents of the Authority with respect to the remarketing of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful remarketing and delivery of the Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. ADOPTED this 17j-h day of January, 1995. ATTEST: Janice C Secretar ~ iguel A. Pulido Chairman MEMBERS: Pulido Richardson Espinoza Lutz McGuigan Mills' Moreno Aye .n.yp nyp Ay'" Ay'" Ay'" Ay'" APPROVED AS TO FORM: ~~b= Edward J. 0 City Attorney CERTIFICATE OF ORIGINALITY & PUBLICATION State of California County of Orange l, JANICE C. GUY, Secretary of the Industrial Development Authority of the City of Santa Ana, do hereby certify the attached Resolution 95-001 to be the original resolution adopted by the Governing Board of the Industrial Development Authority of the City of Santa Ana on 1-17-95 Date: / /zo / 1...r I I 2Q{l8M.!3:J 154q PJl',I/J/'5 cretary of the evelopment Authority of the City of Santa Ana