MCIDA SOUTHWEST COLLEGE OF NATUROPATHIC MEDICINE 2013 BS RESOLUTION FOR 2ND AMENDMENT TO LOAN AGREEM.DOC

A RESOLUTION OF THE MARICOPA COUNTY BOARD OF SUPERVISORS
APPROVING THE REISSUANCE BY THE INDUSTRIAL DEVELOPMENT
AUTHORITY OF THE COUNTY OF MARICOPA OF ITS EDUCATION
FACILITIES REVENUE BONDS (SCNM PROJECT), SERIES 2013, IN ONE OR
MORE TAX-EXEMPT AND/OR TAXABLE SERIES
WHEREAS, the term “project” includes within its meaning any land, any building or other
improvements, and all real and personal properties which are suitable for facilities owned or operated by a
nonprofit organization described in Section 501(c)(3) of the United States Internal Revenue Code of
1986, as amended (the “Code”);
WHEREAS, the Authority issued its Education Facilities Revenue Bond (SCNM Project), Tax-
Exempt Series 2013A (the “Series A Bond”), its Education Facilities Revenue Bond (SCNM Project),
Taxable Series 2013B (the “Series B Bond”), its Education Facilities Revenue Bond (SCNM Project), Tax-
Exempt Series 2013C (the “Series C Bond”, and together with the Series A Bond and the Series B Bond, the
“Bonds”), in the aggregate original amount of $16,000,000.00;
WHEREAS, the Authority and Southwest College of Naturopathic Medicine & Health Sciences,
Inc., an Arizona non-profit corporation (“the Borrower”), entered into a Loan Agreement, dated as of
June 1, 2013 (the “Loan Agreement”), pursuant to which the Authority loaned the proceeds of the Bonds
to Southwest College of Naturopathic Medicine Health Services, Inc., an Arizona nonprofit corporation
(the “Borrower”), for the purpose of (i) refunding the Authority’s Education Facilities Revenue Bonds
(SCNM Project) Tax-Exempt Series 2009A and Taxable Series 2009B (the “Series 2009 Bonds”), which
refinanced existing debt used for (a) the acquisition, construction, and equipping of land, buildings, and
equipment of two existing facilities located at 2140 East Broadway Road and 2152 East Broadway Road,
all located in Tempe, Arizona, and operating leases for computers, copiers, and telephone equipment, and
(b) the acquisition of an existing building and parking facility and its conversion to an on-campus medical
center and office building located at 2164 East Broadway Road in Tempe, Arizona, (ii) financing certain
swap termination expenses relating to the Series 2009 Bonds, (iii) financing a portion of the development,
construction, improvement and equipping of a new facility containing approximately 48,000 square feet
of space located at 2164 East Broadway Road in Tempe, Arizona, and (iv) paying certain costs and
expenses incidental thereto (collectively, the “Project”), all in accordance with the Act;
WHEREAS, Western Alliance Bank, an Arizona corporation (the “Bondholder”), purchased the
Bonds upon the terms and conditions set forth in a Bond Purchase Agreement, dated June 18, 2013
(the “Bond Purchase Agreement”), entered into among the Bondholder, the Authority and the Borrower;
WHEREAS, pursuant to that certain Master Trust Indenture, dated as of May 1, 2009 (as
supplemented, the “Master Indenture”), between Borrower and Wells Fargo Bank, N.A. (the “Master
Trustee”), the Borrower, as a member of the Obligated Group (as defined in the Loan Agreement), issued
its Series 2013 Obligations (as defined in the Loan Agreement) to evidence and secure its obligation to
make payments sufficient to pay the principal of and interest on the Bonds;
WHEREAS, in furtherance of the issuance of the Bonds and to assure compliance with the Code,
the Authority has entered into a Tax Certificate and Agreement, dated June 18, 2013 (the “Tax
Agreement”) with the Borrower;
WHEREAS, the Borrower has requested that the Authority and the Bondholder restructure the
Bonds by modifying the maturity, amortization and other terms of the Bonds and the Loan Agreement by
entering into a Second Amendment to Loan Agreement, among the Authority, the Bondholder and the
Borrower (the “Second Amendment”), and certain other related amendments and supplements to the

Bonds, the 2013 Obligations, the Tax Agreement, and the Security Documents (as defined the Loan
Agreement) (collectively with the Second Amendment, the “Modification Documents”);
WHEREAS, the Authority has heretofore resolved (the “Authority’s Resolution”) to restructure
the Bonds in accordance with the Modification Documents;
WHEREAS, the Authority’s Resolution has been made available to Maricopa County Board of
Supervisors, and the Authority’s Resolution has been duly considered this date;
WHEREAS, the Authority’s Resolution authorizes, among other things, the restructuring of the
Bonds, the execution and delivery of the Modification Documents, and such other matters as required for
the restructuring of the Bonds;
WHEREAS, the Maricopa County Board of Supervisors have been informed that the documents
have been reviewed by competent Bond Counsel, Lewis Roca Rothgerber Christie LLP, and Bond
Counsel has determined that the documents adequately meet the requirements of the Act and the Internal
Revenue Code of 1986, as amended (the “Code”);
WHEREAS, pursuant to Section 35-721.B of the Act, the proceedings of the Authority under
which the Bonds are to be issued require the approval of the Maricopa County Board of Supervisors for
the issuance of the Bonds;
WHEREAS, pursuant to Section 147(f) of the Code, the Maricopa County Board of Supervisors
must approve the issuance of the Bonds after a public hearing following reasonable public notice;
WHEREAS, following publication of a Notice of Public Hearing in The Record Reporter on
March 24, 2017, a public hearing with respect to the Bonds and the location and nature of the Project was
held by the Authority, pursuant to Section 147(f) of the Code, on April 11, 2017, at the Maricopa County
Administration Building, First Floor Lobby, 301 West Jefferson, Phoenix, Arizona 85003, a copy of the
Notice of Public Hearing is attached hereto and made a part of this Resolution;
WHEREAS, a Report of Public Hearing regarding the Public Hearing held on April 11, 2017 has
been presented to and considered by the Maricopa County Board of Supervisors; and
WHEREAS, it is intended that this Resolution shall constitute approval by the Maricopa County
Board of Supervisors with respect to the restructuring of the Bonds pursuant to (i) Section 35-721.B of
the Act, and (ii) Section 147(f) of the Code;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF SUPERVISORS OF
MARICOPA COUNTY, ARIZONA, as follows:
1. The proceedings of the Authority, as set forth in the Authority Resolution adopted April
11, 2017 for the restructuring by the Authority of the Bonds in accordance with the Modification
Documents are approved for all purposes under the Act and the Code.
2. The appropriate officers of the Maricopa County Board of Supervisors are hereby
authorized and directed to do all such things to execute and deliver all such documents on behalf of the
Maricopa County Board of Supervisors as may be necessary or desirable to effectuate the intent of this
Resolution and the Authority’s Resolution in connection with the restructuring of the Bonds.
2

ADOPTED AND APPROVED this ____ day of April, 2017.
Chairman, Maricopa County Board of Supervisors
ATTEST:
Clerk, Maricopa County Board of Supervisors
ATTACHMENT: Notice of Public Hearing
3

NOTICE OF PUBLIC HEARING
PUBLIC NOTICE IS HEREBY GIVEN that a public hearing will be held by a representative of
The Industrial Development Authority of the County of Maricopa (the “Authority”) on Tuesday, April
11, 2017, commencing at 8:30 a.m., MST, in the Maricopa County Administration Building, First Floor
Lobby, 301 West Jefferson, Phoenix, Arizona 85003, regarding the proposed issuance/reissuance by the
Authority of its Education Facilities Revenue Bonds (SCNM Project), Series 2013 (the “Bonds”), in one
or more tax-exempt and/or taxable series, in an aggregate principal amount not to exceed $20,000,000.
Southwest College of Naturopathic Medicine & Health Sciences, Inc. (the Borrower), an Arizona
nonprofit corporation and an exempt organization under Section 501(c)(3) of the Internal Revenue Code
of 1986, proposes to use the proceeds of the Bonds to (i) refund the Authority’s outstanding Education
Facilities Revenue Bonds (SCNM Project), Tax Exempt Series 2009A and Taxable Series 2009B (the
“Series 2009 Bonds”) used for the construction, improvement and equipping of various facilities, located
at 2140 East Broadway Road, Tempe, Arizona 85282 (the “Project Site”); (ii) finance the construction of
improvements and equipping of a 48,000 square foot mixed-use facility to be located at the Project Site;
(iii) finance certain swap termination expenses relating to the Series 2009 Bonds; and (iv) pay a portion of
the costs of issuance (collectively, the “Project”). The Borrower, or its affiliates, is and will be the owner
and operator of the Project.
The principal of, premium, if any, and interest on the Bonds will not constitute an indebtedness or
liability of the Authority, the County of Maricopa, Arizona, the State of Arizona, or any political
subdivision of the State of Arizona, or a charge against their general credit or any taxing powers, but shall
be payable solely from the sources provided for in the proceedings pursuant to which the Bonds are issued.
This public notice is published pursuant to the requirements of Section 147(f) of the Internal
Revenue Code of 1986, as amended. Any interested persons may attend or send written comments and
make known their view with respect to the Bonds and the location and nature of the Project to be
financed. Any written comments should be submitted to The Industrial Development Authority of the
County of Maricopa c/o Maricopa County, 10th Floor, 301 West Jefferson, Phoenix, Arizona 85003,
Attention: President, and clearly marked: “SCNM Project”. Written submissions should be mailed in
sufficient time to be received before the time of the hearing.
THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE COUNTY OF MARICOPA