HomeMy WebLinkAboutIDA_FULL PACKET_20140107MINUTES OF THE REGULAR MEETING OF THE
INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF SANTA ANA
SANTA ANA, CALIFORNIA
AUGUST 20, 2007
CALLED TO ORDER COUNCIL CHAMBERS
22 CIVIC CENTER PLAZA
7:59 P.M.
AUTHORITY MEMBERS present:
CLAUDIA ALVAREZ
P.DAVID BENAVIDES
CARLOS BUSTAMANTE
MICHELE MARTINEZ
VINCENT F. SARMIENTO
SAL TINAJERO
ABSENT: MIGUEL PULIDO, CHAIRMAN
STAFF present:
DAVID N. REAM, City Manager
JOSEPH FLETCHER, City Attorney
PATRICIA E. HEALY, Authority Secretary
CONSENT CALENDAR
Motion:
Approve staff recommendations on the following Consent Calendar
items
MOTION: Bustamante SECOND: Sarmiento
VOTE: AYES: Alvarez, Benavides, Bustamante, Martinez,
Sarmiento, Tinajero (6)
NOES: None (0)
ABSTAIN: None (0)
ABSENT: Pulido (1)
INDUSTRIAL DEVELOPMENT AUTHORITY MIJUIS 1 AUGUST 20, 2007
MINUTES
CONSENT CALENDAR
Motion:
Approve staff recommendations on the following Consent Calendar
items
ADMINISTRATIVE MATTERS
Motion:
Approve minutes.
1. REGULAR MEETING OF JULY 16, 2007
I.A. EXCUSED ABSENCES
Motion:
Excuse Chairperson Pulido from the August 20, 2007 Authority Meeting.
* * * END OF CONSENT CALENDAR * * *
THE INDUSTRIAL DEVELOPMENT AUTHORITY RECESSED TO A JOINT SESSION
WITH THE CITY COUNCIL AT 7:57 P.M.
2. PUBLIC HEARING - BOND ALLOCATION FOR INGARDIA BROS.
PRODUCE, INC.
Recommended action approved by the Santa Ana Empowerment
Corporation Board at its July 25, 2007 meeting by a vote of 10 -0 (Absent:
Bacigalupo, Cong, Fogarty, Garcia, E. Martinez, Metzler, Ream, Reyna,
Russo, Sidler).
Legal notice published in the Orange County Register on August 3, 2007
Staff presentation by Steve Harding, Executive Director of Community
Development Agency.
No written correspondence.
Speaker Mr. Ingardia, applicant.
Public Hearing closed.
INDUSTRIAL DEVELOPMENT AUTHORITY MI" 2 AUGUST 20, 2007
COMMENTS
Motion:
Adopt a resolution.
IDA RESOLUTION NO. 2007 -001 - A Resolution of the Industrial
Development Authority of the City of Santa Ana authorizing entering into
loan agreement pursuant to which the authority will borrow and lend to
borrower not to exceed $2,500,000 for the acquisition, construction and
installation of certain property and facilities, and authorizing various actions
in connection therewith.
THE INDUSTRIAL DEVELOPMENT AUTHORITY RECONVENED WITH ALL MEMBERS
PRESENT AT 7:59 P.M.
COMMENTS
3. PUBLIC COMMENTS — None.
4. AUTHORITY MEMBER COMMENTS — None.
ADJOURNMENT — 7:59 p.m.
Patricia E. Healy
Authority Secretary
INDUSTRIAL DEVELOPMENT AUTHORITY MINFITU 3 AUGUST 20, 2007
1 -4
i•' c S1 Z4 I rff.Alft
IDA MEETING DATE:
JANUARY 7, 2014
TITLE:
RESOLUTION — AUTHORIZING AMENDMENT
TO LOAN AGREEMENT WITH MEMORY
EXPERTS INTERNATIONAL (USA), INC.
CITY MANAGEA EXECUTIVE D
RECOMMENDED ACTION
CITY COUNCIL
SECRETARY USE ONLY:
APPROVED
As recommended
As Amended
Implementation Resolution
Set Public Hearing For
CONTINUED
FILE NU
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
and refinance a manufacturing facility located at the
together with related equipment and furnishings.
INDUSTRIAL DEVELOPMENT AUTHORITY
(USA), Inc. originally executed in 2005 to finance
PRIES corporate Center, 1651 St. Andrew Place,
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 PRES
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
2 -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 order to 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.
Nancy Fong, AI '
Interim VDir_ecFo_r___'J or
Industrial Development Authority
NF /DS /kg
Exhibit: 1. Amendment
2. City Council Resolution
3. Industrial Development Authority Resolution
2 -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
2 -3
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
2 -4
(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
2 -5
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
2 -6
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
2 -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:
2 -8
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
2 -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
2 -10
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
2 -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
2 -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
2 -13
2 -14
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.
2-15 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 -_ 2-16
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
2-17 Resolution No. 2014 -.
2 -18
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
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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.
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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
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