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RESOLUTION NO. 2024-04
RESOLUTION APPROVING AMENDMENTS TO LOAN AGREEMENTS
BETWEEN INTEL CORPORATION AND THE INDUSTRIAL
DEVELOPMENT AUTHORITY OF THE CITY OF CHANDLER, ARIZONA;
AND AUTHORIZING ACTIONS HERETOFORE AND HEREAFTER TAKEN
IN CONNECTION WITH'SUCH AMENDMENTS
WHEREAS, The Industrial Development Authority of the City of Chandler, Arizona (the
"Authority"), a nonprofit corporation designated as a political subdivision of the State of Arizona,
previously issued its (i) Industrial Development Revenue Bonds, Series 2005 (Intel Corporation
Project), in the original principal amount of $156,570,000 (the "2005 Bonds"), (ii) Industrial
Development Revenue Bonds, Series 2007 (Intel Corporation Project), in the original principal
amount of $125,000,000 (the"2007 Bonds"), (iii) Industrial Development Revenue Bonds, Series
2019 (Intel Corporation Project), in the original principal amount of $437,885,000 (the "2019
Bonds"), (iv) Industrial Development Revenue Bonds, Series 2022 (First Subseries) (Intel
Corporation Project), in the original principal amount of $131,175,000 (the"2022-1 Bonds"), and
(v) Industrial Development Revenue Bonds, Series 2022-2 (Second Subseries) (Intel Corporation
Project), in the original principal amount of $444,590,000 (the"2022-2 Bonds"); and
WHEREAS, in connection with the issuance of the 2005 Bonds, the Authority and Intel
Corporation ("Intel"), a Delaware corporation, entered into that certain Loan Agreement, dated as
of December I, 2005 (the "2005 Loan Agreement"), and Intel made certain covenants,
representations and warranties regarding the payment of debt service on the 2005 Bonds and the
amounts due from Intel to the Authority pursuant to the 2005 Loan Agreement; and
WHEREAS, in connection with the issuance of the 2007 Bonds, the Authority and Intel entered
into that certain Loan Agreement, dated as of December 1, 2007 (the*2007 Loan Agreement"),
and Intel made certain covenants, representations and warranties regarding the payment of debt
service on the 2007 Bonds and the amounts due from Intel to the Authority pursuant to the 2007
Loan Agreement; and
WHEREAS, in connection with the issuance of the 2019 Bonds, the Authority and Intel entered
into that certain Loan Agreement, dated as of June 7,2019 (the"2019 Loan Agreement"), and
Intel made certain covenants, representations and warranties regarding the payment of debt service
on the 2019 Bonds and the amounts due from Intel to the Authority pursuant to the 2019 Loan
Agreement; and
WHEREAS, in connectionwiththe issuance of the 2022-l Bonds and2022-2 Bonds, the Authority
and Intel entered into that certain Loan Agreement, dated as of September 1, 2022 (the"2022Loan
Agreement" and, collectively with the 2005 Loan Agreement 2001 Loan Agreement and 2019
Loan Agreement, the "Loan Agreements"), and Intel made certain covenants, representations and
warranties regarding the payment of debt service on the 2022-I Bonds and the 2022-2 Bonds and
the amounts due from Intel to the Authority pursuant to the 2022Loan Agreement; and
WHEREAS, pursuant to the Loan Agreements, Intel covenanted to do all things necessary to
preserve and keep in full force and effect Intel's existence as an entity, and that particularly Intel
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Resolution No. 2024-04
Page2
would not (i) dissolve, sell, transfer, other otherwise dispose of all, or substantially all, of its assets,
or (ii) consolidate or merge into any other entity; and
WHEREAS, the restrictions in the Loan Agreements as described in the preceding recital are
potentially permissible if the transferee or the surviving or resulting entity, if other than Intel, by
proper written instrument satisfactpry to the Authority, irrevocably and unconditionally assumes
the obligation to perform and observe the agreements and obligations of Intel under the Loan
Agreements; and
WHEREAS, Intel now desires to restructure portions of its corporate entity, and in connection
therewith is now requesting the Authority to agree to certain amendments of the Loan Agreements;
and
WHEREAS, the Board of Directors of the Authority (the "Board") has received a proposed form
of the amendments to the respective Loan Agreements (the "Loan Agreement Amendments"); and
WHEREAS, Intel has represented that it will pay all costs and expenses of the Authority in
connection with the execution and delivery of the Loan Agreement Amendments; and
WHEREAS, the Authority now desires to authorize the execution and delivery of the Loan
Agreement Amendments, and authorize other actions in connection therewith;
NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of The Industrial
Development Authority of the City of Chandler, Arizona, as follows:
Section 1.
The form, terms and provisions of the Loan Agreement Amendments, in
substantially the form now on file with the Authority, is hereby approved and the
President, the Vice President, the Secretary or the Treasurer or any member of the
Board of Directors of the Authority, or any of them (each an "Authorized Officer"),
is hereby authorized, empowered and directed to execute, acknowledge and deliver
such Loan Agreement Amendments in the name and on behalf of the Authority,
with such insertions, deletions and changes as are not inconsistent herewith, as shall
be approved by the Authorized Officer executing 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 from the form thereof presented to this meeting.
Section 2.
All actions of the officers and agents of the Authority including the Board which
conform to the purposes and intent of this resolution and which further the
execution and delivery of the Loan Agreement Amendments as contemplated by
this resolution, whether heretofore or hereafter lpken, are hereby ratified, confirmed
and approved. The proper officers and agents of the Authority are hereby
authorized and directed to do all such acts and things and to execute and deliver all
such documents on behalf of the Authority as may be necessary to carry out the
terms and intent of this resolution.
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Resolution No. 2024-04
Page 3
PASSED AND ADOPTED by the Board of Directors of The Industrial Development Authority of
the City of Chandler, Arizona, this l0th day of December, 2024.
PRESIDENT
APPROVED AS TO FORM:
, Counsel to the IDA
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