TVA Board Meeting - FY24 Financial plan and budget- Reso-Memo
Resolution #3
PROPOSED BOARD RESOLUTION (FY 24 Financial Shelf - Issuance of Bonds, Execution of Interest Rate and Currency Exchange Rate Hedges)
RESOLVED, That in connection with the issuance of Tennessee Valley Authority Power Bonds as authorized by the Supplemental Resolution entitled “FY 24 Financial Shelf – Issuance of up to $4,000,000,000 of Tennessee Valley Authority Power Bonds” (the “Supplemental Resolution”), the Board of Directors hereby authorizes senior TVA officials to take the following actions as long as (1) the Audit, Finance, Risk, and Cybersecurity Committee (or successor committee) is notified of the issuance of the new power bonds and (2) both the Chief Executive Officer and the Chief Financial and Strategy Officer approve the issuance of such bonds: The Chief Financial and Strategy Officer, the Treasurer, and their respective duly authorized representatives, or any one or more of them, are hereby authorized, individually or jointly, to (1) approve and execute underwriting agreements or subscription agreements with such underwriters or managers and incorporating such terms and conditions (not inconsistent with the Supplemental Resolution) as any such authorized individual may determine to be appropriate; (2) approve and issue invitations for bids for the purchase of bonds, accept and reject bids received, and execute any bond purchase contracts, incorporating such terms and conditions (not inconsistent with the Supplemental Resolution) as any such authorized individual may determine to be appropriate; (3) approve and execute documents for the listing of bonds authorized by the Supplemental Resolution on the New York Stock Exchange and other exchanges as any such authorized individual may determine to be appropriate; (4) in the case of Certificated Bonds, approve arrangements and execute documents for the issuance of bonds through the use of The Depository Trust Company or any other depository that any such authorized individual may determine to be appropriate; (5) approve and execute any agreement with any paying agent, listing agent, global agent, or transfer agent as any such authorized individual may determine to be appropriate; (6) in the case of Certificated Bonds, execute and deliver bonds authorized by the Supplemental Resolution; and (7) approve and sign any offering circulars or any offering circular supplements or amendments as may be utilized in connection with the sale of any bonds authorized by the Supplemental Resolution; The Chief Financial and Strategy Officer, the Treasurer, and their respective duly authorized representatives, or any one or more of them, are hereby authorized, individually or jointly, to hedge interest rate risk and currency exchange rate risk in connection with the issuance of the Tennessee Valley Authority Power Bonds authorized by the Supplemental Resolution (even if the new bonds are not issued in fiscal year 2024) using swaps, options, futures, or Treasury locks, or any combination of these instruments, as long as (1) these instruments are standard in the industry and (2) prior to using these instruments, (a) the Audit, Finance, Risk, and Cybersecurity Committee (or successor committee) is notified of the use of such instruments and (b) both the Chief Executive Officer and the Chief Financial and Strategy Officer approve using such instruments; The Chief Financial and Strategy Officer, the Treasurer, the Controller, the General Counsel, and the Director, Commercial Law, and their respective duly authorized representatives, or any one or more of them, are hereby authorized to execute and
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