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RESOLUTION NO. IDA 2014 -001 A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA AUTHORIZING THE AMENDMENT OF A LOAN AGREEMENT TO REFINANCE THE MANUFACTURING FACILITY OF MEMORY EXPERTS INTERNATIONAL (USA), INC., LOCATED AT 1651 ST. ANDREW PLACE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Board of Directors finds, determines and declares as follows: A. The Santa Ana Empowerment Zone originally received an allocation of $130 million of private activity bond volume cap for the issuance of industrial development bonds ( "IDBs "). The City Council of the City of Santa Ana (the "City ") is authorized to grant allocations of the volume cap to qualified businesses in the empowerment zone for capital financing of projects in the empowerment zone. B. On December 20, 2004, the City Council adopted its Resolution No. 2004- 100, allocating an amount not to exceed $4.7 million of such volume cap to Memory Experts International (USA), Inc. ( "Memory Experts ") to permit the use of industrial development bonds or loans to finance and refinance a manufacturing facility located at The Pres Corporate Center, 1651 St. Andrew Place, and related equipment and furnishings (the "Project'). C. On December 20, 2004, the Industrial Development Authority of the City of Santa Ana (the "Authority ") adopted its Resolution No. IDA 2004 -002, authorizing the Authority to assist in such financing and refinancing by entering into a Loan Agreement, dated as of February 1, 2005 (the "Original Loan Agreement'), among GE Capital Public Finance, Inc., as lender and collateral agent (the "Lender "), the Authority, as issuer, and Memory Experts, as borrower. D. Under the Original Loan Agreement, the Lender loaned $4.4 million to the Authority and the Authority immediately loaned the same $4.4 million to Memory Experts (collectively, the "Loan "). Memory Experts is required to make all Loan repayments directly to the Lender. Neither the City nor the Authority bear any financial responsibility whatsoever for the Loan. E. The Lender has offered to reduce the interest rate to produce debt service savings over the remaining term of the Loan. In order to achieve these savings, the Lender and Memory Experts have proposed a First Amendment to Loan Agreement (the "Amendment'), which would lower the interest rate. The proposed form of the Amendment is on file with the Secretary of the Authority (the "Secretary"). Section 2. Subject to approval as to form by the General Counsel of the Authority (the "General Counsel'), the proposed form of Amendment, on file with the Resolution No. 2014 -001 Page 1 of 3