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KUTAK ROCK LLP
<br />EXHIBIT 1 DRAFT 12/11/13
<br />FIRST AMENDMENT TO LOAN AGREEMENT
<br />THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment ") is dated as
<br />of December 1, 2013, and effective as of December _, 2013 (the "Effective Date "), by and
<br />among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation
<br />( "Lender "), GE GOVERNMENT FINANCE, INC., a Delaware corporation ( "Collateral Agent "),
<br />formerly known as GE Capital Public Finance, Inc., MEMORY EXPERTS INTERNATIONAL
<br />(USA), INC., a California corporation ( "Borrower "), and INDUSTRIAL DEVELOPMENT
<br />AUTHORITY OF THE CITY OF SANTA ANA, a public, corporate instrumentality of the State
<br />of California ( "Issuer ").
<br />RECITALS
<br />WHEREAS, on or about February 7, 2005, pursuant to that certain Loan Agreement dated
<br />as of February 1, 2005 (as previously amended, modified or supplemented from time to time, the
<br />"Loan Agreement ") among GE Capital Public Finance, Inc. ( "GECPF "), Collateral Agent,
<br />Borrower and Issuer, GECPF made a loan in the original principal amount of $4,400,000.00 to
<br />Issuer, and Issuer made a loan in the original principal amount of $4,400,000 to Borrower. All
<br />capitalized terms used herein and not otherwise defined shall have the meanings set forth in Loan
<br />Agreement.
<br />WHEREAS, GECPF assigned to Lender all of GECPF's rights, title and interest in the
<br />Loan Agreement in its capacity as lender, and Lender appointed GECPF, now known as
<br />GE Government Finance, Inc., as its attorney -in -fact and subservicer with respect to all matters
<br />relating to the Loan Agreement.
<br />WHEREAS, Lender, Collateral Agent, Borrower and Issuer desire to amend certain
<br />provisions of the Loan Agreement pursuant to this Amendment.
<br />NOW, THEREFORE, in consideration of the premises and for other good and valuable
<br />consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be
<br />legally bound hereby, the parties hereby agree as follows:
<br />Section 1. Amendments. Lender, Collateral Agent, Borrower and Issuer amend the
<br />Loan Agreement, effective as of the Effective Date, as follows:
<br />(a) Section 2.03 is amended by replacing the first sentence thereof with the
<br />following new sentence:
<br />The principal amount of the loan from Lender to Issuer and the Loan
<br />hereunder outstanding from time to time shall bear interest (computed on
<br />the basis of actual days elapsed in a 360 -day year) at the rate of four and
<br />forty -one one - hundredths percent (4.41 %) per annum.
<br />(b) The "Schedule of Loan Payments" appearing on Exhibit A to the Loan
<br />Agreement is amended and replaced with the Schedule of Loan Payments appearing on
<br />Exhibit A attached hereto.
<br />4815 -8122- 1143.2
<br />2 -3
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