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FIRST AMENDMENT TO REHABILITATION LOAN AGREEMENT <br />THIS AMENDMENT, made and entered into this 9th day of October, 2002 by and between <br />Memphis Partnership, California general partnership (hereinafter "Developer"), and the <br />Community Redevelopment Agency of the City of Santa Ana, a public body, corporate and <br />politic (hereinafter "Agency"). <br />RECITALS <br />A. On August 29, 2002, the Agency and the Developer entered into that certain Rehabilitation <br />Loan Agreement (the "Rehabilitation Agreement") for the purpose assisting in the costs of <br />rehabilitating an historic building known as the Santora Building. The Developer incurred at <br />least $30,000 in Excess Rehabilitation Costs (as that term in defined in the Rehabilitation <br />Agreement), $10,000 of which the Agency already has loaned loan to the Developer. <br />B. The Agency and the Developer now seek to amend the Rehabilitation Agreement to loan the <br />balance of $20,000 in Excess Rehabilitation Costs to the Developer under the same terms and <br />conditions as the initial loan. <br />NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the <br />terms and conditions hereinafter set forth, the parties agree as follows: <br />1. Amendment. Paragraph 6 of the Rehabilitation is hereby amended to read as follow: <br />"6. Agency Loan Amount and Terms. Subject to the terms and conditions <br />hereinafter set forth, and of the Santora Agreement, Agency agrees to provide <br />Developer a loan ("Loan') in the principal amount of Thirty Thousand Dollars <br />($30,000.00) (the "Loan Amount"). The Loan shall become due or forgiven on <br />the same terms and under the same conditions as apply to the Promissory Note <br />evidencing the loan in the Santora Agreement. Where not inconsistent with the <br />terms hereof, the terms of the Santora Agreement are hereby incorporated herein <br />as if set forth in full." <br />2. Effect of Amendment. Except as expressly amended hereby, the Rehabilitation Agreement shall <br />remain in full force and effect. <br />"Agency" <br />COMMUNITY REDEVELOPMENT <br />AGENCY OF THE CITY OF SANTA ANA, <br />By <br />Reekstin <br />Executive Director <br />Exhibit 3 <br />65A-39