Res 2022-01_Amending Res 2020-01 Granting Board Final Approval $600M
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- 1 - 010-9315-4089 RESOLUTION NO. 2022-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF CHANDLER, ARIZONA AMENDING AND RATIFYING ADOPTION OF RESOLUTION NO. 2020-01 GRANTING FINAL APPROVAL OF ITS INDUSTRIAL DEVELOPMENT REVENUE BONDS (INTEL CORPORATION PROJECT) IN MULTIPLE SERIES PURSUANT TO A PLAN OF FINANCE IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $600,000,000 WHEREAS, The Industrial Development Authority of the City of Chandler, Arizona (the “Authority”) is an Arizona nonprofit corporation designated as a political subdivision of the State of Arizona (the “State”) empowered under the Industrial Development Financing Act, A.R.S. Section 35-701 through 761, inclusive (the “Act”), to issue revenue bonds for the purposes set forth in the Act, including the making of secured and unsecured loans for the purpose of financing the acquisition, construction, improvement or equipping of a “project” (as defined in the Act) whenever the Board of Directors of the Authority finds such loans to be in the public interest; and WHEREAS, pursuant to an application from Intel Corporation (the “Borrower”), a Delaware corporation, this Board of Directors adopted Resolution No. 2020-01 on February 11, 2020 (the “Original Authorizing Resolution”) authorizing the issuance and sale by the Authority of its Industrial Development Revenue Bonds (Intel Corporation Project), in one or multiple series pursuant to a plan of finance in an aggregate principal amount not to exceed $600,000,000 (the “Bonds”) and loan the proceeds thereof to the Borrower for financing or reimbursing capital expenditures for certain environmental facilities (the “Project”) which will be used in connection with portions of semiconductor manufacturing plants of the Company located in the City of Chandler, Arizona (the “City”), and to pay certain costs incurred in connection with the issuance of the Bonds, all as permitted under the Act; and WHEREAS, it is desirable to make certain amendments to the Original Authorizing Resolution in order to reflect changes in circumstance since the adoption of such resolution: NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of The Industrial Development Authority of the City of Chandler, Arizona, that: Section 1. Amendments to the Original Authorizing Resolution. (a) Computershare Trust Company, N.A. or its affiliate or successor is hereby designated, approved and confirmed as Trustee, Paying Agent or Bond Registrar for the Bonds, in accordance with the Indenture (as defined in the Original Authorizing Resolution) in substitution for Wells Fargo Bank, National Association, which has discontinued offering such services. Resolution 2022-01 Page2 010-9315-4089 (b) The Indenture, the Bonds and the other Authority Documents (as defined in the Original Authorizing Resolution) are authorized to provide for the draw-down delivery of Bonds in which multiple tranches of Bonds may be delivered pursuant to a single Indenture, but in an aggregate outstanding principal amount not to exceed $600,000,000. Section 2. Ratifying Adoption of Original Authorizing Resolution, as Amended herein; Issuance of Bonds. The adoption of the Original Authorizing Resolution, as amended herein (together, the “Authorizing Resolution”), is hereby in all respects ratified and confirmed and the Bonds may be issued and sold as provided therein and herein. Section 3. Effective Date. This Resolution is effective immediately. Prior to the issuance of any Bonds authorized by the Authorizing Resolution, unless repealed by the Authority, the Authorizing Resolution shall remain in effect until the first to occur of (a) January 1, 2023 or (b) the Authority has been notified in writing by the Borrower that it no longer intends to issue any Bonds authorized by this Authorizing Resolution. Upon the issuance of any Bonds authorized by this Authorizing Resolution, the Authorizing Resolution shall constitute a contract with the holders of Bonds and shall be irrepealable. Passed and adopted this 8th day of February, 2022. THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF CHANDLER, ARIZONA By: Its President