The URL can be used to link to this page

Home My WebLink About80A - JOINT - RESO - LOAN AGMTREQUEST FOR COUNCIL/ INDUSTRIAL DEVELOPMENT AUTHORITY ACTION IDA MEETING DATE: JANUARY 7, 2014 TITLE: RESOLUTION — AUTHORIZING AMENDMENT TO LOAN AGREEMENT WITH MEMORY EXPERTS INTERNATIONAL (USA), INC. i- / O Ia*1i1LnILi14'11 � CITY COUNCIL SECRETARY USE ONLY: APPROVED As recommended As Amended Implementation Resolution Set Public Hearing For_ CONTINUED TO FILE NUMBER Adopt a resolution approving the Industrial Development Authority of the City of Santa Ana to enter into an amendment to a loan agreement in order to lower the interest rate on a tax - exempt industrial development loan to Memory Experts International (USA), Inc. originally executed in 2005 to finance and refinance a manufacturing facility located at the PRES corporate Center, 1651 St. Andrew Place, together with related equipment and furnishings. INDUSTRIAL DEVELOPMENT AUTHORITY Adopt a resolution authorizing entering into an amendment to a loan agreement to lower the interest rate on a tax - exempt industrial development loan to Memory Experts International (USA), Inc. originally executed in February 1, 2005 to finance and refinance a manufacturing facility located at the PRIES corporate Center, 1651 St. Andrew Place, together with related equipment and furnishings. DISCUSSION One of the incentives available in the Santa Ana Empowerment Zone is a federal allocation of $130 million of private activity bond volume cap. Under federal tax law, the City is authorized to grant allocations of this volume cap to qualified businesses in the empowerment zone. The allocations permit the issuance of industrial development bonds or loans ( "IDBs ") in a total amount not to exceed $130 million in order to provide capital financing. The Industrial Development Authority (Authority) can issue the IDBs, but the qualified businesses are responsible for repayment. Interest on the IDBs is exempt from federal and state income tax, permitting a lower cost of funds for the qualified businesses. Memory Experts is a leading provider of memory, hard drive subsystems, and networking technologies to the office equipment and computer industries. On December 20, 2004, the City Council adopted Resolution No. 2004 -100 and allocated $4.7 million of the volume cap to Memory Experts for its project. On the same date, the Authority adopted Resolution No. IDA 2004 -002 and authorized the Authorityto 80A -1 Resolution — Amendment to Loan Agreement with Memory Experts January 7, 2014 Page 2 enter into a Loan Agreement, dated as of February 1, 2005, with GE Capital Public Finance, Inc. as lender and collateral agent, the Authority as issuer, and Memory Experts, as borrower. The funding enabled the construction of a one -story, concrete tilt -up structure with a flat roof on a concrete slab, with approximately 40,000 square feet located at 1651 St. Andrew Place in the Pres Corporate Center. The project also included equipment and furnishings. 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. Memory Experts is required to make all loan payments directly to the lender. Neither the City nor the Authority bear any financial responsibility for repayment of the loan. The lender has offered to reduce the interest rate from 5.41 % to 4.41 % to provide debt service savings to Memory Experts. The balance of the loan to be refinanced is approximately $2,247,640 with the payoff date remaining the same. In orderto achieve these savings, the lender and Memory Experts have proposed a First Amendment to Loan Agreement which would lower the interest rate. The Authority is being requested to approve the proposed First Amendment to Loan Agreement (Exhibit 1) as well as its accompanying resolutions (Exhibit 2 and 3). FISCAL IMPACT There is no fiscal impact associated with this action. Industrial Development Authority NF /DS /kg Exhibit: 1. Amendment 2. City Council Resolution 3. Industrial Development Authority Resolution 80A -2 KUTAK ROCK LLP EXHIBIT 1 DRAFT 12/11/13 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO LOAN AGREEMENT (this "Amendment ") is dated as of December 1, 2013, and effective as of December _, 2013 (the "Effective Date "), by and among GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation ( "Lender "), GE GOVERNMENT FINANCE, INC., a Delaware corporation ( "Collateral Agent "), formerly known as GE Capital Public Finance, Inc., MEMORY EXPERTS INTERNATIONAL (USA), INC., a California corporation ( "Borrower "), and INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA, a public, corporate instrumentality of the State of California ( "Issuer "). RECITALS WHEREAS, on or about February 7, 2005, pursuant to that certain Loan Agreement dated as of February 1, 2005 (as previously amended, modified or supplemented from time to time, the "Loan Agreement ") among GE Capital Public Finance, Inc. ( "GECPF "), Collateral Agent, Borrower and Issuer, GECPF made a loan in the original principal amount of $4,400,000.00 to Issuer, and Issuer made a loan in the original principal amount of $4,400,000 to Borrower. All capitalized terms used herein and not otherwise defined shall have the meanings set forth in Loan Agreement. WHEREAS, GECPF assigned to Lender all of GECPF's rights, title and interest in the Loan Agreement in its capacity as lender, and Lender appointed GECPF, now known as GE Government Finance, Inc., as its attorney -in -fact and subservicer with respect to all matters relating to the Loan Agreement. WHEREAS, Lender, Collateral Agent, Borrower and Issuer desire to amend certain provisions of the Loan Agreement pursuant to this Amendment. NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows: Section 1. Amendments. Lender, Collateral Agent, Borrower and Issuer amend the Loan Agreement, effective as of the Effective Date, as follows: (a) Section 2.03 is amended by replacing the first sentence thereof with the following new sentence: The principal amount of the loan from Lender to Issuer and the Loan hereunder outstanding from time to time shall bear interest (computed on the basis of actual days elapsed in a 360 -day year) at the rate of four and forty -one one - hundredths percent (4.41 %) per annum. (b) The "Schedule of Loan Payments" appearing on Exhibit A to the Loan Agreement is amended and replaced with the Schedule of Loan Payments appearing on Exhibit A attached hereto. 4815 -8122- 1143.2 � ' 1 � J Section 2. Conditions Precedent. The amendments set forth herein are conditioned upon Lender's receipt of the following items in form and substance acceptable to Lender: (a) This Amendment, properly executed on behalf of Issuer, Borrower, Collateral Agent and Lender; (b) The First Amendment to the Mortgage, properly executed on behalf of Borrower and Collateral Agent; (c) The First Amendment to the Environmental Indemnity Agreement of even date herewith, properly executed on behalf of Borrower, Canadian Guarantor and Collateral Agent; (d) An opinion of Bond Counsel, addressed to Lender, Collateral Agent and Issuer, in form and substance acceptable to Lender, Collateral Agent and Issuer; (e) A tax certificate and agreement, properly executed on behalf of Issuer and Borrower (the "2013 Tax Regulatory Agreement "). (f) A properly completed Form 8038 executed on behalf of Issuer; (g) A certificate of the Secretary or an Assistant Secretary of Borrower, certifying as to (i) the consent of the members and /or managers of Borrower, authorizing the execution, delivery and performance of this Amendment, the First Amendment to the Mortgage, the First Amendment to the Environmental Indemnity Agreement and any related documents, (ii) the operating agreement of Borrower and (iii) the signatures of the managers, officers or agents of Borrower authorized to execute and deliver this Amendment, the First Amendment to the Mortgage, the First Amendment to the Environmental Indemnity Agreement and other instruments, agreements and certificates on behalf of Borrower. (h) Currently certified copies of the Articles of Organization of Borrower. (i) A Certificate of Good Standing issued as to Borrower by the Secretary of State of the state of Borrower's organization not more than 30 days prior to the Effective Date. 0) A certificate of the Secretary or Assistant Secretary of Canadian Guarantor, certifying as to (i) the resolution of the board of directors of Canadian Guarantor, ratifying the Guaranty, (ii) the bylaws of Canadian Guarantor and (iii) the signatures of the officers or agents or Canadian Guarantor authorized to acknowledge this Amendment and to execute the First Amendment to the Environmental Indemnity Agreement and to execute any other instruments, agreements and certificates on behalf of Canadian Guarantor. (lc) Currently certified copies of the Articles of Incorporation of Canadian Guarantor. A -2 4815 -8122- 1143.2 F ' 1 I (1) A resolution or evidence of other official action taken by or on behalf of Issuer to authorize the transactions contemplated hereby. (m) A date down and mortgage modification endorsement issued by Title Company with respect to the loan policy of title insurance issued by Title Company with respect to the Property. (n) Payment to Lender of all fees and expenses of Lender in connection with this Amendment, including, without limitation, the attorneys' fees incurred by Lender in connection herewith; (o) Any other documents or items required by Lender. Section 3. Representations and Warranties. Borrower hereby represents and warrants to Issuer and Lender as follows: (a) As of the Effective Date, Borrower has no causes of action at law or in equity against Lender, Collateral Agent or any other person, including, without limitation, any offset, defense, deduction or counterclaim with respect to the Loan Agreement, the Mortgage, the Environmental Indemnity Agreement or any other document executed or delivered in connection therewith (collectively, the "Borrower Documents "); (b) No Default or Event of Default has occurred under any Borrower Document; (e) Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of California, has power to enter into this Amendment and by proper corporate action has duly authorized the execution and delivery of this Amendment. Borrower is in good standing in the State of California and is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. (d) Borrower has been duly authorized to execute and deliver this Amendment, and this Amendment and the Borrower Documents constitute the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms; (e) Each of the representations, warranties and covenants set forth in the Tax Regulatory Agreement remain true and correct on the date hereof as though made on and as of the date hereof; and (t) Each of the representations and warranties contained in any Borrower Document is true and correct on the date hereof as though made on and as of the date hereof. A -3 9815- 8122 - 1193.2 FORM 1 Section 4. Compliance with 2013 Tax Regulatory Agreement. Each of Issuer and Borrower will comply with the covenants and agreements on its part contained in the 2013 Tax Regulatory Agreement. Section 5. Effect of Amendment. On and after the Effective Date, each reference in the Loan Agreement and the other Borrower Documents to "this Agreement," "the Loan Agreement," "hereunder," "herein," "hereof' or words of like import referring to the Loan Agreement shall mean the Loan Agreement, as amended by this Amendment. Section 6. No Waiver. Except as expressly set forth herein, this Amendment shall not constitute in any manner a waiver by Lender of any of its rights under the Loan Agreement or any other Borrower Document, and Lender reserves all rights and remedies under the Loan Agreement and the other Borrower Documents. Section 7. Ratification. As specifically amended herein, the Loan Agreement and the other Borrower Documents are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Section S. Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of California without regard to choice or conflict of laws rules. Section 9. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. [REMAINDER OF PAGE INTENTIONALLY BLANK; EXECUTION PAGE FOLLOWS] A -4 4815- 8122 - 1143.2 • RM IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Loan Agreement to be executed as of the Effective Date. ATTEST: By: Title: Lender and Collateral Agent: GE GOVERNMENT FINANCE, INC., as subservicer for and on behalf of General Electric Capital Corporation, as lender, and for itself as Collateral Agent By: _ Name: Title: Issuer: INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SANTA ANA By: Name: Title: Borrower: MEMORY EXPERTS INTERNATIONAL (USA), INC. By: Name: Title: [EXECUTION PAGE OF FIRST AMENDMENT TO LOAN AGREEMENT] 4815 -8122- 1143.2 80A -7 ACKNOWLEDGEMENT OF GUARANTORS Each of the undersigned acknowledges that it has reviewed the foregoing Amendment. Each of the undersigned hereby ratifies and confirms that all terms and conditions of the Corporate Guaranty and Negative Pledge Agreement dated as of February 1, 2005 executed by the undersigned are in full force and effect, subject to no defense, setoff or counterclaim. 4815 -8122- 1143.2 MEMORY EXPERTS INTERNATIONAL (USA), INC. By: _ Name: Title: MEMORY EXPERTS INTERNATIONAL (MXI), INC. By: Name: Title: FORM EXI3IBIT A SCHEDULE OF LOAN PAYMENTS GE Government Finance, Inc. Payment Schedule (1) Memory Experts International (LISA), Inc. Closing Date: February 9, 2005 Coupon Rate: 5.41% 2 -9 -05 thru 12- 19 -13, 4.41% thereafter Payment Payment Loan Principal Interest Principal Prepayment Date Number Payment Component Component Balance *(2) Amount *(2) 2/9/2005 0 $- $- $- $4,400,000.00 $4,620,000.00 3/1/2005 1 $35,699.10 $21,152.21 $14,546.89 $4,378,847.79 $4,597,790.18 4/1/2005 2 $35,699.10 $15,957.79 $19,741.31 $4,362,890.00 $4,581,034.50 5/1/2005 3 $35,699.10 $16,029.74 $19,669.36 $4,346,860.26 $4,564,203.27 6/1/2005 4 $35,699.10 $16,102.01 $19,597.09 $4,330,758.25 $4,547,296.16 7/1/2005 5 $35,699.10 $16,174.60 $19,524.50 $4,314,583.65 $4,530,312.83 8/1/2005 6 $35,699.10 $16,247.52 $19,451.58 $4,298,336.13 $4,513,252.94 9/l/2005 7 $35,699.10 $16,320.77 $19,378.33 $4,282,015.36 $4,496,116.13 10/1/2005 8 $35,699.10 $16,394.35 $19,304.75 $4,265,621.01 $4,478,902.06 11/1/2005 9 $35,699.10 $16,468.26 $19,230.84 $4,249,152.75 $4,461,610.39 12/1/2005 10 $35,699.10 $16,542.50 $19,156.60 $4,232,610.25 $4,444,240.76 1/1/2006 11 $35,699.10 $16,617.08 $19,082.02 $4,215,993.17 $4,426,792.83 2/1/2006 12 $35,699.10 $16,692.00 $19,007.10 $4,199,301.17 $4,409,266.23 3/1/2006 13 $35,699.10 $16,767.25 $18,931.85 $4,182,533.92 $4,349,835.28 4/1/2006 1.4 $35,699.10 $16,842.84 $18,856.26 $4,165,691.08 $4,332,318.72 5/1/2006 15 $35,699.10 $16,918.78 $18,780.32 $4,148,772.30 $4,314,723.19 6/1/2006 16 $35,699.10 $16,995.05 $18,704.05 $4,131,777.25 $4,297,048.34 7/1/2006 17 $35,699.10 $17,071.67 $18,627.43 $4,114,705.58 $4,279,293.80 8/1/2006 18 $35,699.1.0 $17,148.64 $18,550.46 $4,097,556.94 $4,261,459.22 9/1/2006 19 $35,699.10 $17,225.95 $18,473.15 $4,080,330.99 $4,243,544.23 10/1/2006 20 $35,699.10 $1.7,303.61 $18,395.49 $4,063,027.38 $4,225,548.48 11/1/2006 21 $35,699.10 $17,381.62 $1.8,317.48 $4,045,645.76 $4,207,471.59 12/1/2006 22 $35,699.10 $17,459.98 $18,239.12 $4,028,185.78 $4,189,313.21 1/1/2007 23 $35,699.10 $17,538.70 $18,160.40 $4,010,647.08 $4,171,072.96 2/1/2007 24 $35,699.10 $17,617.77 $18,081.33 $3,993,029.31 $4,152,750.48 3/1/2007 25 $35,699.10 $17,697.19 $18,001.91 $3,975,332.12 $4,094,592.08 4/l/2007 26 $35,699.10 $17,776.98 $17,922.12 $3,957,555.14 $4,076,281.79 5/1/2007 27 $35,699.10 $17,857.12 $17,841.98 $3,939,698.02 $4,057,888.96 4815- 8122 - 1143.2 80A -9 6/1/2007 28 $35,699.10 $17,937.63 $17,761.47 $3,921,760.39 $4,039,413.20 7/1/2007 29 $35,699.10 $18,018.50 $17,680.60 $3,903,741.89 $4,020,854.15 8/1/2007 30 $35,699.10 $18,099.73 $17,599.37 $3,885,642.16 $4,002,211.42 9/1/2007 31 $35,699.10 $18,181.33 $17,517.77 $3,867,460.83 $3,983,484.65 10/1/2007 32 $35,699.10 $18,263.30 $17,435.80 $3,849,197.53 $3,964,673.46 11/1/2007 33 $35,699.10 $18,345.63 $17,353.47 $3,830,851.90 $3,945,777.46 12/1/2007 34 $35,699.10 $18,428.34 $17,270.76 $3,812,423.56 $3,926,796.27 1/1/2008 35 $35,699.10 $18,511.42 $17,187.68 $3,793,912.14 $3,907,729.50 2/l/2008 36 $35,699.10 $18,594.88 $17,104.22 $3,775,317.26 $3,888,576.78 3/1/2008 37 $35,699.10 $18,678.71 $17,020.39 $3,756,638.55 $3,831,771.32 4/1/2008 38 $35,699.10 $18,762.92 $16,936.18 $3,737,875.63 $3,812,633.14 5/1/2008 39 $35,699.10 $18,847.51 $16,851.59 $3,71.9,028.12 $3,793,408.68 6/1/2008 40 $35,699.10 $18,932.48 $16,766.62 $3,700,095.64 $3,774,097.55 7/1/2008 41 $35,699.10 $19,017.84 $16,681.26 $3,681,077.80 $3,754,699.36 8/1/2008 42 $35,699.10 $19,103.57 $16,595.53 $3,661,974.23 $3,735,213.71 9/1/2008 43 $35,699.10 $19,189.70 $16,509.40 $3,642,784.53 $3,715,640.22 10/1/2008 44 $35,699.10 $19,276.21 $16,422.89 $3,623,508.32 $3,695,978.49 11/1/2008 45 $35,699.10 $19,363.1.2 $16,335.98 $3,604,145.20 $3,676,228.10 12/1/2008 46 $35,699.10 $19,450.41 $16,248.69 $3,584,694.79 $3,656,388.69 1/1/2009 47 $35,699.10 $19,538.10 $16,161.00 $3,565,156.69 $3,636,459.82 2/1/2009 48 $35,699.10 $19,626.19 $16,072.91 $3,545,530.50 $3,616,441.11 3/1/2009 49 $35,699.10 $19,714.67 $15,984.43 $3,525,815.83 $3,596,332.15 4/1/2009 50 $35,699.10 $19,803.55 $15,895.55 $3,506,012.28 $3,576,132.53 5/1/2009 51 $35,699.10 $19,892.83 $15,806.27 $3,486,119.45 $3,555,841.84 6/1/2009 52 $35,699.10 $19,982.51 $15,716.59 $3,466,136.94 $3,535,459.68 7/1/2009 53 $35,699.10 $20,072.60 $15,626.50 $3,446,064.34 $3,514,985.63 8/1/2009 54 $35,699.10 $20,163.09 $15,536.01 $3,425,901.25 $3,494,419.28 9/l/2009 55 $35,699.10 $20,254.00 $15,445.10 $3,405,647.25 $3,473,760.20 10/l/2009 56 $35,699.10 $20,345.31 $15,353.79 $3,385,301.94 $3,453,007.98 11/1/2009 57 $35,699.10 $20,437.03 $15,262.07 $3,364,864.91 $3,432,162.21 12/1/2009 58 $35,699.10 $20,529.17 $15,169.93 $3,344,335.74 $3,411,222.45 1/1/2010 59 $35,699.10 $20,621.72 $15,077.38 $3,323,714.02 $3,390,188.30 2/1/2010 60 $35,699.10 $20,714.69 $14,984.41 $3,302,999.33 $3,369,059.32 3/1/2010 61 $35,699.10 $20,808.08 $14,891.02 $3,282,191.25 $3,347,835.08 4/1/2010 62 $35,699.10 $20,901.89 $14,797.21 $3,261,289.36 $3,326,515.15 5/1/2010 63 $35,699.10 $20,996.12 $14,702.98 $3,240,293.24 $3,305,099.10 6/1/2010 64 $35,699.10 $21,090.78 $14,608.32 $3,219,202.46 $3,283,586.51 7/1/2010 65 $35,699.10 $21,185.86 $1.4,51.3.24 $3,198,016.60 $3,261,976.93 8/1/2010 66 $35,699.10 $21,281.38 $14,417.72 $3,176,735.22 $3,240,269.92 9/1/2010 67 $35,699.10 $21,377.32 $14,321.78 $3,155,357.90 $3,218,465.06 10/1/2010 68 $35,699.10 $21,473.70 $14,225.40 $3,133,884.20 $3,196,561.88 11/1/2010 69 $35,699.10 $21,570.51 $14,128.59 $3,112,313.69 $3,174,559.96 12/1/2010 70 $35,699.10 $21,667.75 $14,031.35 $3,090,645.94 $3,152,458.86 A -2 4815- 8122 - 1143.2 Fo l l 1/1/2011 71 $35,699.10 $21,765.44 $13,933.66 $3,068,880.50 $3,130,258.11 2/1/2011 72 $35,699.10 $21,863.56 $13,835.54 $3,047,016.94 $3,107,957.28 3/1/2011 73 $35,699.10 $21,962.13 $13,736.97 $3,025,054.81 $3,085,555.91 4/1/2011 74 $35,699.10 $22,061.14 $13,637.96 $3,002,993.67 $3,063,053.54 5/1 /2011 75 $35,699.10 $22,160.60 $13,538.50 $2,980,833.07 $3,040,449.73 6/1/2011 76 $35,699.10 $22,260.51 $1.3,438.59 $2,958,572.56 $3,017,744.01 7/1/2011 77 $35,699.10 $22,360.87 $13,338.23 $2,936,211.69 $2,994,935.92 8/1/2011 78 $35,699.10 $22,461.68 $13,237.42 $2,913,750.01 $2,972,025.01 9/1/2011 79 $35,699.10 $22,562.94 $13,136.16 $2,891,187.07 $2,949,010.81 10/1/2011 80 $35,699.10 $22,664.67 $13,034.43 $2,868,522.40 $2,925,892.85 11/1/2011 81 $35,699.10 $22,766.85 $12,932.25 $2,845,755.55 $2,902,670.66 12/1/2011 82 $35,699.10 $22,869.49 $12,829.61 $2,822,886.06 $2,879,343.78 1/1/2012 83 $35,699.10 $22,972.59 $12,726.51 $2,799,913.47 $2,855,911.74 2/1/2012 84 $35,699.10 $23,076.16 $12,622.94 $2,776,837.31 $2,832,374.06 3/1/2012 85 $35,699.10 $23,180.19 $12,518.91 $2,753,657.12 $2,808,730.26 4/1/2012 86 $35,699.10 $23,284.70 $12,414.40 $2,730,372.42 $2,784,979.87 5/1/2012 87 $35,699.10 $23,389.67 $12,309.43 $2,706,982.75 $2,761,122.41 6/1/2012 88 $35,699.10 $23,495.12 $12,203.98 $2,683,487.63 $2,737,157.38 7/1/2012 89 $35,699.10 $23,601.04 $12,098.06 $2,659,886.59 $2,713,084.32 8/1/2012 90 $35,699.10 $23,707.45 $11,991.65 $2,636,179.14 $2,688,902.72 9/1/2012 91 $35,699.10 $23,814.33 $11,884.77 $2,612,364.81 $2,664,612.11 10/1/2012 92 $35,699.10 $23,921.69 $11,777.41 $2,588,443.12 $2,640,211.98 11/1/2012 93 $35,699.10 $24,029.54 $11,669.56 $2,564,413.58 $2,615,701.85 12/1/2012 94 $35,699.10 $24,137.87 $11,561.23 $2,540,275.71 $2,591,081.22 1/1/2013 95 $35,699.10 $24,246.69 $11,452.41 $2,516,029.02 $2,566,349.60 2/1/2013 96 $35,699.10 $24,356.00 $11,343.10 $2,491,673.02 $2,541,506.48 3/1/2013 97 $35,699.10 $24,465.81 $11,233.29 $2,467,207.21 $2,516,551.35 4/l/2013 98 $35,699.10 $24,576.11 $11,122.99 $2,442,631.10 $2,491,483.72 5/1/2013 99 $35,699.10 $24,686.91 $11,012.19 $2,417,944.19 $2,466,303.07 6/1/2013 100 $35,699.10 $24,798.20 $10,900.90 $2,393,145.99 $2,441,008.91 7/1/2013 101 $35,699.10 $24,910.00 $10,789.10 $2,368,235.99 $2,415,600.71 8/1/2013 102 $35,699.10 $25,022.30 $10,676.80 $2,343,213.69 $2,390,077.96 9/1/2013 103 $35,699.10 $25,135.11 $10,563.99 $2,318,078.58 $2,364,440.15 10/1/2013 104 $35,699.10 $25,248.43 $10,450.67 $2,292,830.15 $2,338,686.75 11/1/2013 105 $35,699.10 $25,362.26 $10,336.84 $2,267,467.89 $2,312,817.25 12/1/2013 106 $35,699.10 $25,476.60 $10,222.50 $2,241,991.29 $2,286,831.12 1/1/2014 107 $35,699.10 $26,338.79 $9,360.31 $2,215,652.50 $2,259,965.55 2/1/2014 108 $34,659.89 $26,517.37 $8,142.52 $2,189,135.13 $2,232,917.83 3/1/2014 109 $34,659.89 $26,614.82 $8,045.07 $2,162,520.31 $2,205,770.72 4/1/2014 110 $34,659.89 $26,712.63 $7,947.26 $2,135,807.68 $2,178,523.83 5/1/2014 111 $34,659.89 $26,810.80 $7,849.09 $2,108,996.88 $2,151,176.82 6/1/2014 11.2 $34,659.89 $26,909.33 $7,750.56 $2,082,087.55 $2,123,729.30 7/1/2014 113 $34,659.89 $27,008.22 $7,651.67 $2,055,079.33 $2,096,180.92 A -3 4815 -8122- 1143.2 80A -11 8/1/2014 114 $34,659.89 $27,107.47 $7,552.42 $2,027,971.86 $2,068,531.30 9/1/2014 115 $34,659.89 $27,207.09 $7,452.80 $2,000,764.77 $2,040,780.07 10/1/2014 116 $34,659.89 $27,307.08 $7,352.81 $1,973,457.69 $2,012,926.84 11/1/2014 117 $34,659.89 $27,407.43 $7,252.46 $1,946,050.26 $1,984,971.27 12/1/2014 118 $34,659.89 $27,508.16 $7,151.73 $1,918,542.10 $1,956,912.94 1/1/2015 119 $34,659.89 $27,609.25 $7,050.64 $1,890,932.85 $1,928,751.51 2/1/2015 120 $34,659.89 $27,710.71 $6,949.18 $1,863,222.14 $1,900,486.58 3/1/2015 121 $34,659.89 $27,812.55 $6,847.34 $1,835,409.59 $1,872,117.78 4/1/2015 122 $34,659.89 $27,914.76 $6,745.13 $1,807,494.83 $1,843,644.73 5 /1/2015 123 $34,659.89 $28,017.35 $6,642.54 $1,779,477.48 $1,815,067.03 6/1/2015 124 $34,659.89 $28,120.31 $6,539.58 $1,751,357.17 $1,786,384.31 7/1/2015 125 $34,659.89 $28,223.65 $6,436.24 $1,723,133.52 $1,757,596.19 8/1/2015 126 $34,659.89 $28,327.37 $6,332.52 $1,694,806.15 $1,728,702.27 9/1/2015 127 $34,659.89 $28,431.48 $6,228.41 $1,666,374.67 $1,699,702.16 10/1/2015 128 $34,659.89 $28,535.96 $6,123.93 $1,637,838.71 $1,670,595.48 11/1/2015 129 $34,659.89 $28,640.83 $6,019.06 $1,609,197.88 $1,641,381.84 12/l/2015 130 $34,659.89 $28,746.09 $5,913.80 $1,580,451.79 $1,612,060.83 1/1/2016 131 $34,659.89 $28,851.73 $5,808.16 $1,551,600.06 $1,582,632.06 2/1/2016 132 $34,659.89 $28,957.76 $5,702.13 $1,522,642.30 $1,553,095.15 3/1/2016 133 $34,659.89 $29,064.18 $5,595.71 $1,493,578.12 $1,523,449.68 4/1/2016 134 $34,659.89 $29,1.70.99 $5,488.90 $1,464,407.13 $1,493,695.27 5/1/2016 135 $34,659.89 $29,278.19 $5,381.70 $1,435,128.94 $1,463,831.52 6/1/2016 136 $34,659.89 $29,385.79 $5,274.10 $1,405,743.15 $1,433,858.01 7/1/2016 137 $34,659.89 $29,493.78 $5,166.11 $1,376,249.37 $1,403,774.36 8/1/2016 138 $34,659.89 $29,602.17 $5,057.72 $1,346,647.20 $1,373,580.14 9/1/2016 139 $34,659.89 $29,710.96 $4,948.93 $1,316,936.24 $1,343,274.96 10/1/2016 140 $34,659.89 $29,820.15 $4,839.74 $1,287,116.09 $1,312,858.41 11/1/2016 141 $34,659.89 $29,929.74 $4,730.15 $1,257,186.35 $1,282,330.08 1.2/1/2016 142 $34,659.89 $30,039.73 $4,620.16 $1,227,146.62 $1,251,689.55 1/1/2017 143 $34,659.89 $30,150.13 $4,509.76 $1,196,996.49 $1,220,936.42 2/1/2017 144 $34,659.89 $30,260.93 $4,398.96 $1,166,735.56 $1,190,070.27 3/1/2017 145 $34,659.89 $30,372.14 $4,287.75 $1,136,363.42 $1,159,090.69 4/1/2017 146 $34,659.89 $30,483.75 $4,176.14 $1,105,879.67 $1,127,997.26 5/1/2017 147 $34,659.89 $30,595.78 $4,064.11 $1,075,283.89 $1,096,789.57 6/1/2017 148 $34,659.89 $30,708.22 $3,951.67 $1,044,575.67 $1,065,467.18 7/1/2017 149 $34,659.89 $30,821.07 $3,838.82 $1,013,754.60 $1,034,029.69 8/1/2017 150 $34,659.89 $30,934.34 $3,725.55 $982,820.26 $1,002,476.67 9/1/2017 151 $34,659.89 $31,048.03 $3,611.86 $951,772.23 $970,807.67 10/1/2017 152 $34,659.89 $31,162.13 $3,497.76 $920,610.10 $939,022.30 11/1/2017 153 $34,659.89 $31,276.65 $3,383.24 $889,333.45 $907,120.12 12/1/2017 154 $34,659.89 $31,391.59 $3,268.30 $857,941.86 $875,100.70 1/1/2018 155 $34,659.89 $31,506.95 $3,152.94 $826,434.91 $842,963.61 2/1/2018 156 $34,659.89 $31,622.74 $3,037.15 $794,812.17 $810,708.41 A -4 4815- 8122 - 1143.2 80A -12 3/1/2018 157 $34,659.89 $31,738.96 $2,920.93 $763,073.21 $778,334.67 4/1/2018 158 $34,659.89 $31,855.60 $2,804.29 $731,217.61 $745,841.96 5/1/2018 159 $34,659.89 $31,972.67 $2,687.22 $699,244.94 $713,229.84 6/1/2018 160 $34,659.89 $32,090.16 $2,569.73 $667,154.78 $680,497.88 7/1/2018 161 $34,659.89 $32,208.10 $2,451.79 $634,946.68 $647,645.61 8/1/2018 162 $34,659.89 $32,326.46 $2,333.43 $602,620.22 $614,672.62 9/1/2018 163 $34,659.89 $32,445.26 $2,214.63 $570,174.96 $581,578.46 10/1/2018 164 $34,659.89 $32,564.50 $2,095.39 $537,610.46 $548,362.67 11/1/2018 165 $34,659.89 $32,684.17 $1,975.72 $504,926.29 $515,024.82 12/1/2018 166 $34,659.89 $32,804.29 $1,855.60 $472,122.00 $481,564.44 1/1/2019 167 $34,659.89 $32,924.84 $1,735.05 $439,197.16 $447,981.10 2/1/2019 168 $34,659.89 $33,045.84 $1,614.05 $406,151.32 $414,274.35 3/1/2019 169 $34,659.89 $33,167.28 $1,492.61 $372,984.04 $380,443.72 4/1/2019 170 $34,659.89 $33,289.17 $1,370.72 $339,694.87 $346,488.77 5/1/2019 171 $34,659.89 $33,411.51 $1,248.38 $306,283.36 $312,409.03 6/1/2019 172 $34,659.89 $33,534.30 $1,125.59 $272,749.06 $278,204.04 7/1/2019 173 $34,659.89 $33,657.54 $1,002.35 $239,091.52 $243,873.35 8/1/2019 174 $34,659.89 $33,781.23 $878.66 $205,310.29 $209,416.50 9/1/2019 175 $34,659.89 $33,905.37 $754.52 $171,404.92 $174,833.02 10/1/2019 176 $34,659.89 $34,029.98 $629.91 $137,374.94 $140,122.44 11/1/2019 177 $34,659.89 $34,155.04 $504.85 $103,219.90 $105,284.30 12/1/2019 178 $34,659.89 $34,280.56 $379.33 $68,939.34 $70,318.13 1/1/2020 179 $34,659.89 $34,406.54 $253.35 $34,532.80 $35,223.46 2/1/2020 180 $34,659.77 $34,532.80 $126.97 $0.00 $0.00 TOTAL 6.349.975.55 4.400.000.00 $1.949.975.55 (1) Note: THIS AMORTIZATION SCHEDULE IS NOT TO BE USED FOR PAYOFF PURPOSES. This schedule has been prepared on the assumption that each Loan Payment due shall be paid in full and received on its respective due date and any variance from such assumptions or the addition of any other amounts which may become due (e.g., late charges) is not reflected in this schedule and the actual amortization of the Principal balance due hereunder shall vary accordingly (2) After payment of the Loan Payment due on such date A -5 4815 -8122- 1143.2 FOODIMW ' 1 I L� les: 12/17/13 RESOLUTION NO. 2014- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING 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 CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby 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. 80A-1 5 Resolution No. 2014 - 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. The City Council herby approves the Authority entering into the Amendment to the Loan Agreement for the purposes of lowering the interest rate to produce debt service savings over the remaining term of the Loan. Neither the City nor the Authority bear any financial responsibility whatsoever for the Loan, as amended. Section 3. All actions heretofore taken by the employees, officers and agents of the City with respect to the Amendment are hereby approved and ratified, and the officers and employees of the City and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things to execute and deliver any and all certificates and documents which they, bond counsel and the Authority Attorney and the City deem necessary or advisable to consummate the Amendment and otherwise effectuate the purpose of this Resolution. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution No. 2014 -_ 80A-16 ADOPTED this day of , 2014. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Lisa E. Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Maria D. Huizar, Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2014- to be the original resolution adopted by the City Council of the City of Santa Ana on ,January 2014. Date: Clerk of the Council City of Santa Ana 80A-1 7 Resolution No. 2014 -. FOODINFOO RESOLUTION NO. IDA 2014- 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 FOODIMPO Secretary, is hereby approved. The Executive Director, or the designee thereof (the "Authorized Signatory'), is hereby authorized and directed, for and on behalf of the Authority, to execute and deliver the Amendment in substantially said form, with such changes and insertions therein as the Authorized Signatory, with the advice of the General Counsel, may approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Secretary or the designee thereof is authorized to attest the Amendment. Section 3. The Authorized Signatory, for and in the name and on behalf of the Authority, is hereby authorized to execute and deliver any and all documents, including, without limitation, any and all documents and certificates to be executed in connection with maintaining tax exemption of interest on the Loan, and to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to effectuate the actions which the Authority has approved in this Resolution and to consummate by the Authority the transactions contemplated by the documents approved hereby, including any subsequent amendments, waivers or consents entered into or given in accordance with such documents. Section 4. All actions heretofore taken by the employees, officers and agents of the Authority with respect to the Amendment are hereby ratified, confirmed and approved. and the officers and employees of the Authority and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things to execute and deliver any and all certificates and documents which they, bond counsel and the Authority Attorney and the City deem necessary or advisable to consummate the Amendment and otherwise effectuate the purpose of this Resolution. Section 5. This Resolution shall take effect immediately upon its adoption by the Authority Board, and the Recording Secretary for the Authority shall attest to and certify the vote adopting this Resolution. 1M 1 ADOPTED this day of APPROVED AS TO FORM: Sonia R. Carvalho Authority General Counsel Bv: Lisa E. Storck Assistant Counsel AYES: NOES: Boardmembers: Boardmembers: ABSTAIN: Boardmembers: NOT PRESENT: Boardmembers: 2014. Miguel A. Pulido Chair CERTIFICATION OF ATTESTATION AND ORIGINALITY I, MARIA D. HUIZAR, Secretary to the Authority, do hereby attest to and certify the attached Resolution No. IDA 2014 -_ to be the original resolution adopted by the Authority of the City of Santa Ana on January , 2014. Date: Maria D. Huizar, Recording Secretary Industrial Development Authority City of Santa Ana 80A -21 80A -22