Resolution No. 2020-01 dated 2_11_20

RESOLUTION NO. 2020-01

A RESOLUTION OF THE BOARD OF DIRECTORS OF THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE CITY OF CHANDLER, ARIZONA 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, the term “project” includes within its meaning (i) any enterprise for the
manufacturing, processing or assembling of any agricultural or manufactured products, (ii)
any commercial enterprise for the storing, warehousing, distributing or selling of products
of agriculture, mining or industry, or of processes related thereto, including research and
development, (iii) sewage or solid waste disposal facilities or facilities for the furnishing of
electric energy, gas or water, and (iv) air or water pollution control facilities; and

WHEREAS, Intel Corporation (the “Borrower”), a Delaware corporation, now desires the
Authority to issue and sell 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, the Bonds will be issued pursuant to and secured by one or more Trust
Indentures, (each an “Indenture” and, collectively, the “Indentures"), between the Authority
and Wells Fargo Bank, National Association, as trustee (the “Trustee”); and

WHEREAS, in furtherance of the issuance of the Bonds, the Authority will enter into one or
more Loan Agreements (each a “Loan Agreement” and, collectively, the “Loan
Agreements”), between the Authority and the Borrower, pursuant to which the Authority
will loan the proceeds of the Bonds to the Borrower; and

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WHEREAS, the Bonds will be issued and secured under the provisions of each Indenture

pursuant to which the Authority will assign to the Trustee, for the benefit of the owners of

the Bonds and to secure payment on the Bonds, the revenues and receipts to be derived
from the corresponding Loan Agreement; and

WHEREAS, in order for the interest on the Bonds to be excluded from gross income for
federal income tax purposes under the Internal Revenue Code of 1986 (the “Code”) and the
income tax regulations (the “Regulations”) and rulings with respect to the Code, the
Authority and the Borrower will enter into one or more Tax Certificate and Agreements
(each a “Tax Certificate” and, collectively, the “Tax Certificates”) and the Borrower has
arranged for the Authority to receive an allocation of the State's private activity bond limit
for the Bonds as required by the Code; and

WHEREAS, the Bonds of each series will be initially purchased by BofA Securities, Inc. (the
“Underwriter’) pursuant to one or more Underwriting Agreements (each a “Bond Purchase
Agreement” and, collectively, the “Bond Purchase Agreements”), among the Authority, the
Borrower and the Underwriter; and

WHEREAS, a Preliminary Official Statement is expected to be circulated in connection with
the offer and sale of the each series of Bonds (each such document for an offering of one
or more series of Bonds, a “Preliminary Official Statement” and, collectively, the
“Preliminary Official Statements”), and which, upon incorporation of the final terms of the
related series of Bonds, will constitute the final Official Statement to be used in connection
with the sale of the related series of Bonds (each such document for an offering of one or
more series of Bonds, an “Official Statement” and, collectively, the “Official Statements”);
and

WHEREAS, in accordance with the provisions of each Indenture, the interest rate borne by
each series of the Bonds will be determined from time to time in accordance with the
terms of one or more Remarketing Agreements, between the Borrower and a Remarketing
Agent to be named by the Authority at the direction of the Borrower as provided in the
Indentures; and

WHEREAS, it is intended that the Indenture, the Loan Agreement, the Tax Certificate and
the Bond Purchase Agreement for each series of Bonds (collectively, the “Authority
Documents”) will each be in substantially the form of such document as that executed and
delivered in connection with the issuance and sale of the Authority's $437,885,000
aggregate principal amount Industrial Development Revenue Bonds, Series 2019 (Intel
Corporation Project) (the “2019 Bonds”), with such updates, insertions, deletions and
changes as are not inconsistent with this Resolution and as are permitted or required by
the Act and the Code, as shall be approved by those officers executing or approving and
delivering the same on behalf of the Authority; and

WHEREAS, the issuance and sale of the Bonds appears to be in the furtherance of the
purposes of the Act and in the public interest of the City of Chandler, Arizona; and

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WHEREAS, it appears that each of the instruments above referred to as now before this
meeting is in appropriate form to be executed for the purposes intended or approved; and

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of The Industrial
Development Authority of the City of Chandler, Arizona, that:

Section 1.

Authorization of the Bonds.

Section 2.

Section 3.

(a) The Board of Directors of the Authority hereby finds that the issuance of
the Bonds in one or more series and making one or more loans to the
Borrower for the Project are in furtherance of the Act and in the public
interest.

(b) Subject to the conditions set forth herein, the Bonds are hereby
authorized in one or multiple series pursuant to a plan of finance in an
aggregate principal amount not to exceed $600,000,000, the Bonds of each
series to be dated, to mature, to bear interest to be subject to redemption, to
be payable as to principal and interest, and with such other terms, all as
provided in the Indenture pursuant to which the related series of Bonds are
issued. Each series of Bonds shall be designated “The Industrial
Development Authority of the City of Chandler, Arizona Industrial
Development Revenue Bonds (Intel Corporation Project),” with additional
series or sub-series designations as provided in the related Indenture. The
proceeds of each series of the Bonds will be loaned to the Borrower as
provided in the related Loan Agreement.

Terms of the Bonds.

The Bonds of each series shall be issued in the form and denominations, and
shall be numbered, dated and payable as provided in the related Indenture.
The Bonds of each series shall mature not later than 40 years from the date of

such series.

Execution of the Bonds.

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The form of the Bonds for each series shall be substantially in the form which
appears in the related Indenture, subject to appropriate insertion and revision
in order to comply with the provisions of such Indenture, are approved when
the same is executed on behalf of the Authority in the manner contemplated
by the related Indenture and this Resolution in an aggregate principal amount
of not to exceed $600,000,000, which amount is hereby authorized, approved
and confirmed, shall represent the approved forms of the Bonds of the
Authority.

Section 4.

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The Bonds of each series shall be executed on behalf of the Authority by the

manual or facsimile signature of any of the President, the Vice President, the

Secretary, the Treasurer, an Assistant Secretary or an Assistant Treasurer of

the Authority. In case any officer whose signature or a facsimile thereof

appears on the Bonds ceases to be such officer before the issuance or delivery

of the Bonds, such signature or facsimile thereof is nevertheless valid and

sufficient for all purposes, the same as if the officer had remained in office
until after that time.

Approval and Execution of Documents.

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The form, terms and provisions of each of the Authority Documents in
substantially the form of such documents (including Exhibits thereto) as that
executed and delivered in connection with the issuance and sale of the 2019
Bonds, are hereby approved and any of the President, the Vice President, the
Secretary, the Treasurer or an Assistant Secretary or an Assistant Treasurer of
the Authority is hereby authorized, empowered and directed to execute,
acknowledge and deliver each of the Authority Documents in the name and on
behalf of the Authority or, with respect to any Authority Documents not calling
for execution by the Authority, to approve and deliver such documents, in
either case with such updates, insertions, deletions and changes as are not
inconsistent herewith and as are permitted or required by the Act and the
Code, as shall be approved by those officers executing or approving and
delivering the same on behalf of the Authority, and such execution, approval
and delivery shall constitute conclusive evidence of their approval and of this
Board's approval of any such changes.

In the event of the absence, unavailability or inability to act of any of the
President, the Vice President, the Secretary or the Treasurer of the Authority,
any Assistant Secretary or Assistant Treasurer, or any other member of this
Board, are each authorized and empowered to take all actions, and to
execute all documents and instruments and to deliver the same, as are
herein authorized to be taken or executed and delivered by the President,
the Vice President, the Secretary or the Treasurer, as the case may be.

From and after the execution and delivery of the Authority Documents, the
officers, agents and employees of the Authority are hereby authorized,
empowered and directed to do all such acts and things and to execute all
such documents as may be necessary to carry out and comply with the
provisions of the Authority Documents, as executed or approved and
delivered.

Section 5.

Section 6.

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Request for Authentication.

The President, the Vice President, the Secretary or the Treasurer of the
Authority or any Assistant Secretary or any Assistant Treasurer or any other
member of this Board is hereby authorized to execute and deliver to the
Trustee any written order of the Authority for the authentication and delivery
of the Bonds of any series from the Trustee to the Underwriter (or the
nominees thereof) therein named.

Sale of Bonds.

Section 7.

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The Bonds of each series will be sold to the Underwriter pursuant to a Bond
Purchase Agreement related to such series, and are hereby awarded at the
purchase price set forth in such Bond Purchase Agreement, but not less than
98% of the principal amount thereof (net of original issue discount), and on
the terms and conditions described in, such Bond Purchase Agreement. Any
of the President, the Vice President, the Secretary, the Treasurer, or an
Assistant Secretary or an Assistant Treasurer of the Authority are authorized
and directed to make on behalf of the Authority the necessary arrangements
to establish the date, location, procedure and conditions for the delivery of
each series of the Bonds to the Underwriter, and to take all steps necessary
to effect due execution and delivery to the Underwriter of each series of the
Bonds (or temporary bonds delivered in lieu of definitive Bonds until their
preparation and delivery can be effectuated) under the terms of this
Resolution and the related Bond Purchase Agreement, Loan Agreement and
Indenture.

Distribution of Official Statement.

The distribution to prospective purchasers of each series of the Bonds of the
Preliminary Official Statement related to such series of the Bonds is authorized
and approved, substantially in the form as that used in connection with the
issuance and sale of the 2019 Bonds, with updates, changes, modifications,
deletions and appropriate variations, if any, therein to reflect the description
and terms of the Bonds of each such series and all other relevant matters as of
the date of such Preliminary Official Statement and not inconsistent with this
Resolution and the related Indenture. Any officer of the Authority is
authorized to execute and deliver an instrument to the effect that the portions
of the Preliminary Official Statement relating to the Authority is “deemed final”
by the Authority as of its date for purposes of Securities and Exchange
Commission Rule 15c2-12(b)(1). The lawful use and distribution of a final
Official Statement relating to the original issuance of each series of the Bonds,
substantially in the form of the related Preliminary Official Statement is
authorized and approved, with changes, modifications, deletions and
appropriate variations to reflect the description and terms of each such series

Section 8.

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of the Bonds and other relevant matters as of the date of such related Official
Statement and not inconsistent with this Resolution and the related Indenture.
Except for information contained under the caption “THE ISSUER” in the
Official Statement, the Authority has not confirmed, and assumes no
responsibility for, the accuracy, sufficiency or fairness of any statements in the
Official Statement or any amendments thereof or supplements thereto, or in
any reports, financial information, offering or disclosure documents or other
information relating to the Underwriter, the Project, or the Borrower, or the
history, businesses, properties, organization, management, financial condition,
market area or any other matter relating to the Borrower or contained
otherwise in the Preliminary Official Statement or the Official Statement.

Appointment of Bond Trustee.

Section 9.

Wells Fargo Bank, National Association is hereby designated, approved and
confirmed to act as initial Bond Trustee, Paying Agent and Bond Registrar for
the Bonds, in accordance with the terms of the Indenture.

Other Actions.

Section 10.

To the extent permitted by law, the officers and agents of the Authority are
hereby authorized and directed to take all action necessary on its part or
reasonably required by the parties to the Authority Documents to carry out,
give effect to and consummate the transactions contemplated thereby,
including without limitation, the authorization of payment of each series of
the Bonds as provided in the related Indenture, the execution and delivery of
the closing documents, and the execution and delivery of all other
documents, necessary or appropriate to be delivered in connection with the
sale and delivery of each series of the Bonds and future compliance with the
applicable provisions of the Code.

Limited Obligations.

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The liability of the Authority with respect to the Authority Documents or any
other document executed in connection with the transactions contemplated
hereby is limited as provided in the Act and such documents. Nothing
contained in this Resolution or in the Authority Documents or any other
instrument, shall be construed as obligating the Authority, except to the
extent provided in such Authority Documents or instruments, or as incurring
a charge upon the general credit or taxing power of the Authority, the City or
the State or any other political subdivision thereof, nor shall the breach of an
agreement contained in this Resolution, the Authority Documents or other
instrument or document executed in connection therewith impose any
charge upon the general credit or taxing power of the Authority, the City or

Section 11.

Section 12.

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the State or any other political subdivision thereof. The Authority has no
taxing power.

Neither the members of the governing body of the Authority nor any director,
officer, official employee or agent of the Authority is subject to any personal
liability or accountability by reason of the issuance thereof.

Actions of Officers, Staff, Directors and Agents.

All actions of the officers, staff, directors and agents of the Authority which
are in conformity with the purposes and intent of this Resolution and in
furtherance of the issuance and sale of the Bonds as contemplated by this
Resolution and the documents referred to herein, whether heretofore or
hereafter taken, shall be and are hereby ratified, confirmed and approved.
The proper officers, staff, directors and agents of the Authority are hereby
authorized and directed to do all such acts and to execute, acknowledge and
deliver all such documents on behalf of the Authority as may be deemed
necessary or desirable to carry out the terms and intent of this Resolution
and of any of the documents referred to herein.

Conditions.

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The approvals and authorizations granted in this Resolution are subject to the
following conditions for each series of the Bonds:

(a) The loan documentation shall include indemnification for the Authority
and the City by the Company.

(b) The Bonds being ratable investment grade or better at the time of
issuance or the Bonds being sold through an appropriate private placement
not involving a public offering.

(c) The Authority and the Company will enter into one or more agreements
the terms of which will provide that the Company will be obligated to make
or to guarantee payments sufficient to pay the principal of and interest and
any other amounts on the Bonds as and when the same become due.

(d) Nothing contained in this Resolution nor in any other instrument may be
considered as obligating the Authority or the City to any pecuniary liability or
charge upon the general credit of the Authority or the City.

(e) The Mayor and City Council of the City must approve the issuance of the
Bonds as a condition precedent to the Bonds being issued.

Section 13.

Section 14.

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(f) The Borrower must receive an allocation of the private activity bond limit

for such series as contemplated by the Code and the Arizona Revised
Statutes prior to closing.

(g) On or prior to closing, the Authority must receive an opinion of Squire
Patton Boggs (US) LLP, as bond counsel, addressed to, and in a form
acceptable to, the Authority, that interest on the Bonds of each series will be
exempt from all federal income taxes and Arizona income taxes under
existing statutes, regulations and court decisions.

(h) The Borrower delivers certificates or opinions, addressed and in form
acceptable to the Authority, prior to closing, to the effect that all the
statements and information about the Borrower or provided by the
Borrower in the offering materials distributed in connection with the offer
and sale of the Bonds is correct and complete in all material respects, and
does not contain any untrue statements of material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were
made, not misleading.

(i) Counsel to the Authority must receive such documents, legal opinions,
certificates and other proceedings as are necessary and advisable to
evidence compliance by the Borrower, the Underwriter, and other financing
participants with applicable federal and State laws.

Severability.

The provisions of this Resolution are hereby declared to be separable, and if
any action, phrase or provision is for any reason declared to be invalid, such
declaration does not affect the validity of the remainder of the sections,
phrases and provisions.

Effective Date.

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This Resolution is effective immediately. Prior to the issuance of any Bonds
authorized by this Resolution, unless repealed by the Authority the 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 Company that it no longer intends
to issue any Bonds authorized by this Resolution. Upon the issuance of any
Bonds authorized by this Resolution, the Resolution shall constitute a contract
with the holders of such Bonds and shall be irrepealable.

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Passed and adopted this 11th day of February, 2020.

THE INDUSTRIAL DEVELOPMENT AUTHORITY
OF THE CITY OF CHANDLER, ARIZONA

By: \Vulu \ Vaal t t—

Its President

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