2022 Letter to IDA regarding Final Approval

Squire Patton Boggs (US) LLP 
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Timothy E. Pickrell 
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timothy.pickrell@squirepb.com
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010-9318-4359/2 
January 27, 2022 
The Industrial Development Authority of the City of Chandler, Arizona 
c/o City of Chandler, Arizona Management Services Department 
Attention:  Dawn Lang, Deputy City Manager and CFO 
175 S. Arizona Avenue, 3rd Floor 
Chandler, Arizona  85225 
Re: 
Request for Approval of the Issuance of up to $600,000,000 Industrial Development 
Revenue Bonds, Series 2022 (Intel Corporation Project) 
Ladies and Gentlemen: 
Background 
At its February 11, 2020 meeting, in response to an application received from Intel Corporation (the 
“Company” or “Intel”), the Board (the “Board”) of The Industrial Development Authority of the City of 
Chandler, Arizona (the “Authority”) granted final approval for the issuance of not exceeding 
$600,000,000 principal amount of tax-exempt revenue bonds (the “Bonds”) to fund a loan to the 
Company to finance sewage and solid waste disposal facilities at its microprocessor manufacturing plants 
in Chandler, Arizona (the “City”).  A copy of the Board’s Resolution No. 2020-01 is attached.  At the 
same meeting the Authority conducted a “TEFRA hearing” on the Bonds as required by federal tax-
exempt bond rules.  At its February 24, 2020 meeting the City Council of the City (the “City Council”) 
adopted Resolution No. 5348, granting final approval for the issuance of the Bonds as required by the 
Authority’s statute and federal tax-exempt bond rules. The issuance of the Bonds received an allocation of 
$600,000,000, Arizona’s 2019 private activity bond volume cap, which can be carried forward into 2020 
and later years.  
The marketing and delivery of the Bonds was postponed in March 2020, contemporaneous with the 
unfolding COVID-19 pandemic.  
Present Request 
As Intel’s bond counsel on the proposed financing, the Company has requested that we advise the 
Authority that the Company would now like to proceed with the issuance of the up to $600,000,000 
aggregate principal amount of the previously authorized Bonds. The Authority’s Resolution No. 2020-01 
remains in effect and the private activity volume cap remains available to the Company.  However, in the 
intervening two years (i) Wells Fargo Bank, National Association, which had been designated in the prior 
resolution as the Indenture Trustee for the Bonds, sold its corporate trust business to another federally 
chartered fiduciary, Computershare Trust Company, N.A., and (ii) the Internal Revenue Service clarified 
certain positions making it economically advantageous for users to issue bonds as “draw-down” loans, 
which allows the issuance of multiple tranches of bonds (up to the authorized principal amount) under the

The Industrial Development Authority  
SQUIRE PATTON BOGGS (US) LLP 
     of the City of Chandler, Arizona  
Page 2 of 2 
January 27, 2022 
010-9318-4359/2 
same indenture as funds are needed, but all of which are deemed, for certain federal tax purposes, as 
being issued when an amount at least equal to 5% of the bonds has been drawn. Likewise, City Council 
Resolution No. 5348 granting State law approval and federal tax rules remains in effect. However, since 
no Bonds were issued within one year following such approval, federal tax-exempt bond rules require that 
a new TEFRA approval be held and that the new TEFRA approval be obtained from the “applicable 
elected official” which, for the City can be either the Mayor or the City Council.  No additional State law 
approvals are currently required from the City. 
Accordingly, the Company requests that the Board conduct a new TEFRA hearing on the issuance of the 
Bonds at its February 8, 2022 regular meeting and consider adoption of Resolution No. 2022-01, which 
accompanies this letter, making the two amendments to Resolution No. 2020-01 described above. Public 
notice of the hearing will be posted on the City’s website as required by federal tax-exempt bond rules 
prior to the hearing. 
If issued, the Bonds would be issued pursuant to a Trust Indenture between the Authority and 
Computershare Trust Company, N.A., as trustee, and the Bond proceeds loaned to Intel pursuant to a 
Loan Agreement between the Authority and the Company.  The Bonds will be sold to BofA Securities, 
Inc., the Bond underwriter, pursuant to an Underwriting Agreement among the Company, the Authority 
and the Underwriter.  The Indenture permits the Bonds to bear interest over time in different “interest rate 
modes” selected by the Company (subject to the parameters set forth in the Authority’s resolution) as 
being most advantageous in light of then-prevailing market conditions.  The Company currently expects 
that that the initial interest rate on the Bonds will be fixed for a period of years (e.g., 3 or 5 years). With 
only exceptions to reflect the draw-down loan structure, the Bond documents will largely track those used 
for the Authority’s 2019 bond financing for Intel.  A representative from Intel and I plan to available at 
the Authority’s meeting to make a presentation and/or to answer any questions. 
We thank the Authority for its consideration of this matter and its past and present willingness to assist
Intel in keeping its Chandler facilities as competitive as possible through attractive borrowing costs.  
Very truly yours, 
Timothy E. Pickrell, Senior Partner 
TEP:ld 
Enclosures 
cc:  James T. Giel, Esq.