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IDA83-02RESOLUTION NO. IDAA 83-2 A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ANAHEIM AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $5,000,000 PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT AUTHORITY OF ANAHEIM, CALIFORNIA 1983 INDUSTRIAL REVENUE BONDS, SUCH BONDS TO BE ISSUED PURSUANT TO A TRUST INDENTURE DATED AS OF DECEMBER 1, 1983, AUTHORIZING THE SALE OF SUCH BONDS AND AUTHORIZING THE EXECUTION OF AND APPROVING IMPLEMENTING AGREEMENTS, DOCUMENTS AND ACTIONS INDUSTRIAL DEVELOPMENT AUTHORITY OF ANAHEIM 1983 INDUSTRIAL REVENUE BONDS (QUALITY SYSTEMS, INC. PROJECT) RESOLVED, by the Industrial Development Authority of Anaheim, as follows: WHEREAS, the Industrial Development Authority of Anaheim (the "Authority") is an industrial development financing authority duly formed and existing under the California Industrial Development Financing Act, constituting Section 92500, et seq., of the California Government Code (the "Law"), and is authorized under the Law to issue tax-exempt industrial revenue bonds for the purpose of financing certain types of projects as defined in the Law in the City of Anaheim; WHEREAS, Quality Systems, Inc., (the "Company") has requested the Authority to issue and sell its industrial revenue bonds (the "Bonds") for the purpose of providing a loan to the Company to finance the development of a computerized information processing system design and marketing center facility and related as auxiliary facilities to be located in the City of Anaheim (the "Project"); WHEREAS, further to that end, the Authority and the Company of the Project will enter into a loan agreement (the "Loan Agreement"), for the purpose of setting forth, among other things, the terms and conditions pursuant to which the Bond proceeds will be loaned'~ to the Company and upon which the Company will repay the loan; WHEREAS, the California Industrial Development Financing Advisory Commission on November 16, 1983, approved the issuance by the Authority of $5,000,000 principal amount of 1983 Industrial Review Bonds (Quality Systems, Inc. Project); WHEREAS, the Authority has now determined to issue the Bonds and to enter into the Indenture to secure the Bonds; and WHEREAS, it may be desirable that the Bonds be sold under an agreement for the purchase of the Bonds (a Bond Purchase Agreement) at this time only, however, on the terms and conditions hereinafter provided. NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED, as follows: 1. The Industrial Development Authority of Anaheim, California, 1983 Industrial Revenue Bonds in a principal amount of not to exceed $5,000,000 are hereby authorized to be issued pursuant to a Trust Indenture dated as of December 1, 1983, in the form substantially as submitted at this meeting, which Trust Indenture, with such amendments and supplements thereto as are required, is hereby approved and authorized and directed to be executed by the Executive Director of the Authority and his signature thereto to be attested by the Secretary who shall affix thereto the official seal of the Authority. 2. The Loan Agreement between Industrial Development Authority of Anaheim and Quality Systems, Inc. dated as of December 1, 1983 are hereby approved in substantially the forms presented at this meeting and the Executive Director of the Authority is authorized and directed to execute the foregoing on behalf of the Authority with such amendments and supplements thereto as shall cause the foregoing to conform to the requirement of the Authority's program. 3. Ail actions heretofore taken by the officers and agents of the Authority with respect to the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the Executive Director and any and all other officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and the execution and delivery of any and all certificates, requisitions, agreements and other documents, including, but not limited to, those described in a Bond Purchase Agreement and the Trust Indenture, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with a Bond Purchase Agreement, the Trust Indenture, this Resolution and all related documents. 4. This resolution shall take effect from and after its adoption. ADOPTED AND APPROVED by the Industrial Development Authority of Anaheim the 13th day of December, 1983, by the following vote, to-wit: AYES: Members Kaywood, Bay, Overholt and Roth NOES: Members None ABSENT: Members Pickler Chairma,'~~~ Industrial Development Authority ATTEST: -- J Secretary ) Industrial Development Authority oC 0210R STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, LINDA D. ROBERTS, Secretary of the Industrial Development Authority of Anaheim, do hereby certify that the foregoing Resolution No. IDAA83-2 was passed and adopted at a regular meeting of the Industrial Development Authority of Anaheim held on the 13th day of December, 1983, by the following vote of the members thereof: AYES: AUTHORITY MEMBERS: Kaywood, Bay, Overholt and Roth NOES: AUTHORITY MEMBERS: None ABSENT: AUTHORITY MEMBERS: Pickler AND I FURTHER CERTIFY that the Chairman of the Industrial Development Authority of Anaheim signed said Resolution on the 13th day of December, 1983. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 13th day of December, 1983. (SEAL) -~~'~' AUTHORITY OF SECRE'T~ARY bF THE IND~ENT ANAHEIM