8d Attachment Resolution 3456
Item No. 8d_attach Meeting Date: September 8, 2020 RESOLUTION NO. 3456, as amended \. A RESOLUTION of the Port Commission of the Port of Seattle, authorizing the sale of Subordinate Lien Revenue Notes (Commercial Paper), in series from time to time in an aggregate principal amount not to exceed $250,000,000, for the purpose of financing and refinancing capital improvements, including refunding outstanding notes, within the Port, for working capital and for paying maturing revenue notes of the same series and/or reimbursing one or more credit providers for advances made therefor; providing a method of determining the dates, forms, terms, maturities, and interest rates of each series of such notes; authorizing the execution and delivery of one or more bank reimbursement notes; approving the form of and authorizing the execution, delivery and performance of various agreements relating to said notes; and making certain other covenants and agreements with respect thereto. Prepared by: PREsTON GATES & ELLIS I.LP Seattle, Washington Adopted: .J�,u...2..J.e , 2001 TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS; INTERPRETATION Section 1.01. 010100 RR SE FSPFOOT PUI Gores FRTCIPP RON FDP TEFOPCPEAPITPPO : Section 1.02. B31 410 EoNRE ebWisWEAR AER 26 ARTICLE II. ISSUANCE, CONDITIONS AND TERMS OF NOTES Section 2.01. ig EEE NeCRSU NSRP TRN A FOOTPRYO 27 Section 2.02. NUEToTgV2:(010) M0) N01CRT N=v11 SOOIFNron APorSOE ofl 28 Section 2.03. EEXCOIIONcist os cisrinions tinasesabhsbhia ETI ARI EI AEA AR HEATHER VR SRV F IRAE SPORE PE HA VR Srv 0 31 Noi{0 ALS PVH01 ROOSRPEETEoA FRPP O RPT FOP RRAOPTIN 31 Section 2.05. [310Lt TERR EErRuNE TTI ET FOP UNE PLINY EICN CPTI Pri CAE ropr Per SE AARP PRRRRF ory be FIEPr PRKk Section 2.06. JYCTYPTGTS I OTISF030 MBFoR 0)gh C6][2 LYETCg A 0(SOOOSes 35 Section 2.07. Pao E00)8 TTRITE=eMOATTe338EAGT12 ToT) 010751T=301111 Jeeps35 Section 2.08. IDI {0 1THIETETO 0)8LTS)(0)0 2LOO PRR 36 Section 2.09. 431752 R10)1ISE 01a60004101 00CCNky Section 2.10. Lacy Ry NN PRS OOS AO ON RO Kl Section 2.11. LB SRAA SNe eS ERESCT SIPSTRWHORE SONIATore 40 ARTICLE IIL ISSUANCE; DELIVERY AND PAYMENT PROCEDURES NTT ICRI) PANU Toy 2:10 3ToBDTS AYO gOIN (1 TNE1 ToT)023510 0 0So)0ooFoonE31 Section 3.02. PNTP2180 3TeBDTS AVS 0 0) SA (OTT J O03 411 Tr: (Te 820)011HpEY Section 3.03. 102 RBLL Ep ORRONE GETRE Lx! Section 3.04. LecBEE Op ROR Oe RE CN APCS RIS SURE SNR Fear EX) NTS IXIA INIT 20%13To |QE XWTa10)TE BwAEG) 5(=a 1 3:To3)1 PORVOOEn) Section 3.06. ploy BeJBrBLNE47 Neils) ICRI 70 LT LL ORRRSEO PURO Fe pOAeEL Section 3.08. 1210729 0:11 WEN)0)TETTo) J)G0[0150 3£011TsAOE> ARTICLE IV. PAYMENT OF NOTES; DISPOSITION OF NOTE PROCEEDS Section 4.01. 5hnRe fe OC PPP POETSO TREERP PO OPP EPP OPE SUP TF PRO, Bl Section 4.02. Use of Moneys in the Subordinate Lien Note Fund and Moneys Drawn LB)dL CEE FePe RUEROS ETE RC RL Section 4.03. [rsTnfTLIPURRR EARSOSPRFRFIR EOP FF ORO SPORE TAP 55 Section 4.04. Permitted Prior Lien Bonds and Future Subordinate Lien Parity Bonds............. 55 Section 4.05. BLSEENRESHAREWrohorSOERAPASOFGA SP Rh} NES ENR BURT AERenSUR REST E PPO RPTPSP FEN ST IEICERPP PF TPF RI SPIT SPY | Section 4.07. IDESoToRSAToTI0) A(oTC 30CeLol=tTLOOPSPOTERO 63 Section 4.08. EERMT URSRENOTRECRUE)66 Section 4.09. ID TE: IEEE Te IES TeTOESSOUTER 66 Section 4.10. (0005410)VF: TROT101 ou10 O00)1Ts11410)11 71 -i- (ETI [PA ARTICLE V. THE DEALER; THE REGISTRAR; SALE OF NOTES; EXECUTION OF AGREEMENTS Section 5.01. Foyeniin dyD1POPFESONS OES 72 Section 5.02. PN[aTTaTPUNDTT e)8SUT<4 0 | OO OPUS py Section 5.03. iitLrTrEr TORE RNPSRR COE Fnre re Prt FLVPRR 72 Section 5.04. FoNso(TE OTRab:TorLF DTaTutUh 11 CORPS73 NII IRS rsSl yya I ERA Sr moh Re Soh =m he Foe RPP IR74 ARTICLE VL MISCELLANEOUS Section 6.01. BrTEEL ReSA EN SR oro TRSSSORRCRRTT WE ERWPR 74 Section 6.02. INDUCE cscusivresrithinsssisivmeniiionseimssessithives snesssdaiis sasosaside arstrevescatassd passairanisan74 Section 6.03. LL RET URC U UFO PIPE PUTO ARPA AIR iL Section 6.04. [1h PAEm Pr IE OR EOI BE rdTHLE 1 COT Pr oP RARE ROPE.75 Section 6.05. JNoI (oI SET FANTTo USOOOO 1 Section 6.06. aN100001TOTERTTOTSSATTS(=e ROTTo i64]1|SPR77 Section 6.07. aN ToaTei To TERTIET(21TH 15 ro 00)1 IL] Section 6.08. Amendments With Bank’s Consent; Consent of Issuers of Credit Facility ........LL {Zale EN LipsiiE CT RIORoySr RUN Er OR Pree Oe PE RR EL LL) Exhibit A—List of Series B Projects Sie [FCT 01/06/26 ~ RESOLUTION NO. 3456, as amended A RESOLUTION of the Port Commission of the Port of Seattle, authorizing the sale of Subordinate Lien Revenue Notes (Commercial Paper), in series from time to time in an aggregate pnncipal amount not to exceed $250,000,000, for the purpose of financing and refinancing capital improvements, including refunding. outstanding notes, within the Port, for working capital and for paying maturing revenue notes of the same series and/or reimbursing one or more credit providers for advances made therefor; providing a method of determining the dates, forms, terms, maturities, and interest rates of each series of such notes; authorizing the execution and delivery of one or more bank reimbursement notes; approving the form of and authorizing the execution, delivery and performance of various agreements relating to said notes; and making certain other covenants and agreements with respect thereto. WHEREAS, the Port of Seattle (the “Port™), a municipal corporation of the State of Washington, owns and operates Seattle-Tacoma Intemational Airport (the *“Airport”) and a system of marine terminals and properties; and WHEREAS, the Port has authorized the issuance of revenue bonds in one or more series to finance improvements to these facilities pursuant to Resolution No. 3059, adopted on February 2, 1990, and most recently amended by Resolution No. 3436, adopted on July 11, 2000 (the “Master Resolution”); and WHEREAS, the Port has issued and currently IPE outstanding seventeen series of first lien revenue bonds pursuant to the Master Resolution, as follows: Currently Resolution DFTA Original Outstanding Final Number II Principal Amt. (April 1, 2001) Maturity Dates 3060 2/1/90 (A) $66,240,492.05 $ 2,625,492.05 12/1/03 3060 2/1/90 (B) 59,969,771.35 13,969,771.35 IvAVAT! IBD 4/1/92 (A) 25,450,000.00 3,965,000.00 11/1/05 3111 4/1/92 (B) 115,440,000.00 73,165,000.00 11/117 3120 2/1/93 (B) 60,750,000.00 3,340,000.00 11/1/01 3155 2/1/94 (A) 27,135,000.00 25,120,000.00 12/1/11 3155 2/1/94 (B) 50,000,000.00 RRESRC 5/1/19 3155 2/1/94 (C) 51,755,000.00 31,850,000.00 711/09 Kyab 4/1/96 (A) 31,820,000.00 KIRA LaVpA 3215 4/1/96 (B) 74,520,000.00 68,355,000.00 AVY 3242 5/11/97 (A) 120,375,000.00 JIC ARK) 10/1/22 3242 5/1/97 (B) 19,985,000.00 16,790,000.00 10/1/05 3275 5/1/98 (A) 73,180,000.00 72,150,000.00 (AVY) EEX 8/10/00 (A) 130,690,000.00 130,690,000.00 2/1/30 rx 8/10/00 (B) 221,590,000.00 221,590,000.00 pIsVp Krk 8/10/00 (C) 11,500,000.00 9,335,000.00 2/1/05 KT:% 0) 9/6/00 (D) 28,085,000.00 25,935,000.00 2/1/11 (the “Outstanding First Lien Bonds"); and WHEREAS, each of the resolutions authorizing the issuance of the Outstanding First Lien Bonds permits the Port to issue its revenue obligations having a lien on Net Revenues (as such term is defined in the Master Resolution) subordinate to the lien thereon of the Outstanding First Lien Bonds; and WHEREAS, pursuant toResolution No. 3255, as amended, the Port of Seattle authorized the issuance of up to $100,000,000 of Subordinate Lien Revenue Notes (Commercial Paper) (the “1997 Program”); and WHEREAS, payment of the principal of and interest on the 1997 Program was made from drawings under an irrevocable direct pay letter of credit issued by Bank of America, National Association, now known as Bank of America N.A. (“Bank of America”); and -2- 01/06/26 WHEREAS, the Port has issued and currently has outstanding five series of subordinate lien revenue bonds, as follows: Authonzing IDFA Currently 2a)io) Original Original Outstanding SHE {T5110 Issue Principal Amt. (April 1, 2001) JENSTRBDEIN 3238’ RTPI $ 108,830,000 $ 108,830,000 9/1/22 LYALR (CP) 100,000,000 TLXVXVV) 11/1/17 kyl 5/1/98 27,930,000 24,840,000 8/1/17 3354 9/1/99 (A) 127,140,000 127,140,000 AVP REAL 9/1/99 (B) 116,815,000 116,815,000 9/1/24 (the “Outstanding Subordinate Lien Bonds”); and WHEREAS, each of the resolutions, as amended, authorizing the issuance of the Outstanding Subordinate Lien Bonds (identified in the chart above) authorized the Port to issue revenue obligations on a parity of lien therewith under certain conditions; and WHEREAS, the Port has determined that such conditions will be met; and WHEREAS, the Airport and marine facilities of the Port are in need of additional capital expansion and improvement; and WHEREAS, the Port has determined to replace its original 1997 Program to meet additional financial needs; and WHEREAS, the Port Commission has held a public hearing on the issuance of two series of revenue obligations as required by Section 147(f) of the Intemal Revenue Code, as amended; NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE PORT OF SEATTLE, WASHINGTON, as follows: ' Amended by Resolution No. 3351, as amended, adopted on August 24, 1999. The Subordinate Lien Revenue Bonds, 1997 were remarketed on September 1, 1999. * Amended by Resolution No. 3352, as amended, adopted on August 24, 1999. ? Amended by Resolution No. 3353, as amended, adopted on August 24, 1999, py [CeCe [LT NY4(5503 DEFINITIONS; INTERPRETATION Section 1.01. Definitions. Unless the context otherwise requires, the following terms shall have the following meanings: Accreted Value means (1) with respect to any Capital Appreciation Bonds, as of any date of calculation, the sum of the amount set forth in a Subordinate Lien Resolution as the amount representing the initial principal amount of such Subordinate Lien Parity Bonds plus the interest accumulated, compounded and unpaid thereon as of the most recent compounding date, or (2) with respect to Original Issue Discount Bonds, as of the date of calculation, the amount representing the initial public offering price of such Subordinate Lien Parity Bonds plus the amount of discounted principal which has accreted since the date of issue. In each case the Accreted Value shall be determined in accordance with the provisions of the Subordinate Lien Resolution authorizing the issuance of such Subordinate Lien Parity Bonds. Aggregate Annual Debt Service means the sum of (a) Annual Debt Service for all Subordinate Lien Parity Bonds, and (b) annual debt service for all Subordinate Lien Parity Bonds authorized but unissued under a Subordinate Lien Resolution unless such unissued Subordinate Lien Parity Bonds are authorized to provide permanent financing in connection with the issuance of short-term obligations and, without duplication, Annual Debt Service with respect to any Derivative Product. Aggregate Interest Coverage means, with respect to any Notes payable from drawings under a Credit Facility (and including, if applicable, all currently outstanding notes issued under the 1997 Program until such outstanding notes are paid and retired) that is an irrevocable direct pay letter of credit, as of any date, the aggregate amount of Interest Coverage determined with respect to all Notes payable from drawings under that direct pay letter of credit, including Notes . [eC [IT then proposed to be issued as additional Notes payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit, including all Interest Periods then in effect. Alternate Credit Facility or Facilities means one or more policy(ies) of municipal bond insurance, letter of credit, surety bond, line of credit, guarantee or other financial instrument or any combination of the foregoing, which obligates a third party to make payment or provide funds for the payment of financial obligations of the Port, including but not limited to payment of the scheduled principal of and interest on one or more Notes. An Alternate Credit Facility may, but is not required to provide only liquidity support rather than liquidity and credit support. There may be one or more Credit Facilities outstanding at any time providing for the payment of the principal of and interest on Notes. Ten days’ prior notice of any proposed substitution or assignment of an Altemnatefoe Facility shall be given by the Registrar to the Registered Owners. Annual Debt Service means the total amount of Debt Service for any series of Subordinate Lien Parity Bonds outstanding and, without duplication, with respect to any Derivative Product, in any fiscal year or Base Period. Authorized Denominations means $100,000 and any integral multiple of $5,000 in excess thereof. Available Revenue means the Gross Revenue of the Port after providing for the payments set forth in paragraphs First, Second, Third and Fourth of Section 4.01(b) of this resolution. Notwithstanding the foregoing, the Port may adopt a resolution obligating and binding the Port to set aside and pay any part or parts of, or all of, or a fixed proportion of, or a fixed amount of other receipts (not previously included in Gross Revenue) at any time as additional security for any one or more series of Subordinate Lien Parity Bonds. -5- Ce Lr Balloon Maturity Bonds means the Subordinate Lien Revenue Bonds, Series 1997, the Subordinate Lien Revenue Bonds, Series 1999A and Series 1999B, the Notes, the Reimbursement Notes and any Future Subordinate Lien Parity Bonds which are so designated in the Subordinate Lien Resolution pursuant to which such Future Subordinate Lien Parity Bonds are issued. Commercial paper (obligations with a maturity of not more than 270 days from the date of issuance) shall be deemed to be Balloon Maturity Bonds. Balloon Maturity Bonds may include indebtedness bearing fixed or variable rates of interest during their term. Bank means Bank of America, N.A. with respect to the Letter of Credit — Bank of America, and Bayerische Landesbank Girozentrale, acting through its New York Branch, with respect to the Letter of Credit — Bayerische, and the term also shall include the issuer of any Alternate Credit Facility. Base Period means any consecutive 12-month period selected by the Port out of the 30- month period next preceding the date of issuance of an additional series of Future Subordinate Lien Parity Bonds. Beneficial Owner means the beneficial owner of all or a portion of a Note while the Note is in fully immobilized form. Bond Counsel means a firm of lawyers nationally recognized and accepted as bond counsel and so employed by the Port for any purpose under this resolution applicable to the use of that term. Business Day, with respect to any Note, means a day (a) other than a day on which banks in Seattle, Washington or New York, New York or the city in which demands for payment are to be presented under any Credit Facility are authorized or required to remain closed and (b) on which the New York Stock Exchange is not closed. -6- (Clete LY Capital Appreciation Bonds means Subordinate Lien Parity Bonds all or a portion of the interest on which is compounded, accumulated and payable only upon redemption or on the maturity date of such Subordinate Lien Parity Bonds. If so provided in the Subordinate Lien Resolution authorizing their issuance, Subordinate Lien Parity Bonds may be deemed to be Capital Appreciation Bonds for only a portion of their term. On the date on which Subordinate Lien Parity Bonds no longer are Capital Appreciation Bonds, they shall be deemed Outstanding in a principal amount equal to their Accreted Value. Capital Fund - A means the account by that name maintained by the Port or in the office of the Treasurer of the Port for the purpose of holding certain proceeds of the Series A Notes. Capital Fund - B means the account by that name maintained by the Port or in the office of the Treasurer of the Port for the purpose of holding certain proceeds of the Series B Notes. Code means the Internal Revenue Code of 1986, as amended, together with corresponding and applicable final, temporary or proposed regulations or revenue rulings issued or amended with respect thereto by the U.S. Treasury Department or the Internal Revenue Service, to the extent applicable to the Notes. Commission means the Commission which is the general governing authority of the Port, or any successor thereto as provided by law. Consultant means at any time an independent consultant nationally recognized in marine or aviation matters or an engineer or engineering firm or other expert appointed by the Port to perform the duties of the Consultant as required by this resolution. For the purposes of delivering any certificate required by Section 4.04 hereof and making the calculation required by Section 4.04 hereof, the term Consultant shall also include any independent national public accounting firm appointed by the Port to make such calculation or to provide such certificate or -7- Nee Cr] nationally recognized financial advisor appointed by the Port for purposes of making such WE aERT) 8 Costs of Construction means all costs paid or incurred by the Port in connection with the acquisition and construction of capital additions, improvements and betterments to and extensions of the Facilities, and the placing of the same in operation, including, but without limiting the generality of the foregoing, paying all or a portion of the interest on the series of Subordinate Lien Parity Bonds or any portion thereof issued to finance or refinance the costs of such improvements or to pay maturing Subordinate Lien Parity Bonds of such series during the period of construction of such improvements and for a period of time thereafter; paying amounts required to meet any reserve requirement for the fund or account established or maintained for such series of Subordinate Lien Parity Bonds from the proceeds thereof; paying or reimbursing the Port or any fund thereof or any other person for expenses incident and properly allocable to the acquisition and construction of said improvements and the placing of the same in operation; and all other items of expense incident and properly allocable to the acquisition and construction of said additions and improvements, the financing of the same and the nr of the same in operation. Credit Facility means either Letter of Credit-Bayerische and Letter of Credit-Bank of America and/or any Alternate Credit Facility then in effect. The term “Credit Facility” is not intended to include the “Total Unutilized Commitment” (as such term is defined in the Reimbursement Agreement — Bayerische). Date of Commercial Operation means the date upon which any Facilities are first ready for normal continuous operation or, if portions of the Facilities are placed in normal continuous operation at different times, shall mean the midpoint of the dates of continuous operation of all portions of such Facilities, as estimated by the Port or, if used with reference to Facilities to be acquired, shall mean the date on which such acquisition is final. Dealer means each dealer for Notes pursuant to a Dealer Agreement. Lehman Brothers Inc. is herein appointed as the initial Dealer for the Notes. Dealer Agreement means an agreement of that name between the Port and a Dealer. Debt Service means, for any period of time, (a) with respect to any EAT Original Issue Discount Bonds or Capital Appreciation Bonds which are not designated as Balloon Maturity Bonds in the Subordinate Lien Resolution authorizing their issuance, the principal amount thereof equal to the Accreted Value thereof maturing or scheduled for redemption in such period, and the interest payable during such period; (b) with respect to any outstanding Fixed Rate Bonds, an amount equal to (1) the principal amount of such outstanding Fixed Rate Bonds due or subject to mandatory redemption during such period and for which no sinking fund installments have been established, (2) the amount of any payments required to be made during such period into any sinking fund established for the payment of the principal of any such outstanding Fixed Rate Bonds, plus (3) all interest payable during such period on any such Fixed Rate Bonds outstanding and with nod to outstanding Fixed Rate Bonds with mandatory sinking fund requirements, calculated on the assumption that mandatory sinking fund installments will be applied to the redemption or retirement of such outstanding Fixed Rate Bonds on the date specified in the Subordinate Lien Resolution authorizing such Fixed Rate Bonds; and (c) with respect. to all other series of Subordinate Lien Parity Bonds outstanding, other than Fixed Rate Bonds, Original Issue Discount Bonds or Capital Appreciation Bonds, specifically including but not limited to Balloon Maturity Bonds and Subordinate Lien Parity Bonds bearing variable rates of interest, an amount for any period equal to the amount which would have been payable for principal and interest on such Subordinate Lien Parity Bonds during such period computed .on the assumption that the amount of Subordinate Lien Parity Bonds outstanding as of the date of such computation would be amortized (i) in accordance with the mandatory redemption provisions, if any, set forth in the Subordinate Lien Resolution authorizing the issuance of such Subordinate Lien Parity Bonds, or if mandatory redemption provisions are not provided, during a period commencing on the date of computation and ending on the date 30 years after the date of issuance to provide for essentially level annual debt service of principal and interest over such period and (ji) at an interest rate equal to the yield to maturity set rERLeBTe published in the edition of The Bond Buyer (or comparable publication or such other similar index selected by the Port with the approval of the Consultant, if applicable) selected by the Port and published within 10 days prior to the date of calculation or, if such calculation is being made in connection with the certificate required by Section 4.04 hereof, then 10 or fewer days prior to the date of such certificate. (d) with respect to Derivative Products, the Port Payments required by contract to be paid to a Reciprocal Payor under any existing Derivative Product, offset by the Reciprocal Payments during the same period during the relevant period, on the assumption that if any such payment is not fixed at the time of execution of the Derivative Product, the amount of such payment will be calculated at the Estimated Average Derivative Rate prevailing during the remaining term of the Derivative Product. With respect to any Subordinate Lien Parity Bonds payable in other than U. S. Dollars, Debt Service shall be calculated as provided in the Subordinate Lien Resolution authorizing the SIE PASC\SCOAS Te issuance of such Bonds. Debt Service shall be net of any interest funded out of Subordinate Lien Parity Bond proceeds. Debt Service also shall be net of any principal funded out of Subordinate Lien Parity Bond proceeds and shall be net of any principal and/or interest (not including any amounts deposited to any reserve account for payment of principal and/or interest) funded from proceeds of any Permitted Prior Lien Bonds or any other obligations thereafter issued for such purposes. Debt Service shall include reimbursement obligations (and interest accruing thereon) to providers of Credit Facilities to the extent authorized in a Subordinate Lien Resolution. Derivative Facility means a letter of credit, an insurance policy, a surety bond or other credit enhancement device, given, issued or posted as security for obligations under one or more Derivative Products. Derivative Payment Date means any date specified in the Derivative Product on which a Port Payment is due and payable under the Derivative Product. Derivative Product means a written contract or agreement between the Port and a Reciprocal Payor, which provides that the Port's obligations thereunder will be conditioned on the absence of: (i) a failure by the Reciprocal Payor to make any payment required thereunder when due and payable, and (ii) a default thereunder with respect to the financial status of the Reciprocal Payor; and (a) under which the Port is obligated to pay, on one or more scheduled and specified Derivative Payment Dates, the Port Payments in exchange for the Reciprocal Payor’s obligation to pay or to cause to be paid to the Port, on the same scheduled and specified Derivative Payment Dates, the Reciprocal Payments; i.e., the contract must provide for net LN1STRH IE [ees pe )) for which the Port’s obligations to make all or any portion of Port Payments may be secured by a pledge of and lien on Net Revenues on an equal and ratable basis with the outstanding Subordinate Lien Parity Bonds; (¢) under which Reciprocal Payments are to be made directly into a bond fund for outstanding Subordinate Lien Parity Bonds; (d) for which the Port Payments are either specified to be one or more fixed amounts or are determined according to a formula set forth in the Derivative Product; and (2) for which the Reciprocal Payments are either specified to be one or more fixed amounts or are determined according to a formula set forth in the Derivative Product. Derivative Product Account means the Derivative Product Account, if any, created and established under Section 4.06(d) hereof. Designated Port Representative means the Executive Director of the Port, the Deputy Executive Director of the Port or the Chief Financial Officer of the Port (or the successor in function to such person(s)) or such other person as may be appointed by such person in writing delivered to each Bank and the Registrar. Drawing means a request for funds as specified in a Credit Facility. DTC means The Depository Trust Company, New York, New York, as depository for the Notes or any successor or BR depository for such Notes. Electronic Means means telecopy, telegraph, telex, facsimile transmission, time sharing terminal or any electronic means of communication that produces a written record. EstimatedAverage Derivative Rate means: (a) as to the variable rate payments to be made by a party ander EN Derivative Product, -12- AEC 01/06/26 )) if the Port is the variable rate payor, the greater of the then- prevailing value of the formula set forth in the Derivative Product by which the variable rate payments to be paid by the Port are determined or the average of such variable rate formula during the immediately preceding 12 months; or (if) if the Reciprocal Payor is the variable rate payor, the lesser of the then-prevailing value of the formula set forth in the Derivative Product by which the variable rate payments to be paid by the Reciprocal Payor areLT RAL average of such variable rate formula during the immediately preceding 12 months; and (b) when the variable rate to be used in a Derivative Product is a designated hedge of one or more specified maturities of the variable rate Subordinate Lien Parity Bonds, the variable rate or rates under the Derivative Product will be deemed to be the same rate or rates estimated for the specified maturity or maturities of the specified Subordinate Lien Parity Bonds; and (9) if two or more Derivative Products each specify the same index and formula for determining and setting their respective variable rates, on the same dates, and for the same periods of time, and with respect to identical derivative principal amounts, all such Derivative Products shall be deemed to have the same Estimated Average Derivative Rate, calculated in accordance with paragraphs (a)(i) and (a)(ii) of this definition and, where applicable, with respect to the first of such Derivative Products to become effective. Facilities means all equipment and all property, real and personal, or any interest therein, whether improved or unimproved, now or hereafter (for as long as any Subordinate Lien Parity Bonds of the Port shall be outstanding) owned, operated, used, leased or managed by the Port and which contribute in some measure to its Gross Revenue. REkR (ZEIT Li Favorable Opinion of Bond Counsel means, with respect to any action, a written legal opinion of Bond Counsel, to the effect that such action is permitted under the laws of the State and this resolution and, if a Series of Notes has been issued on a tax-exempt basis will not impair the exclusion of interest on a Note from gross income for federal income tax purposes (subject to the inclusion of any exceptions contained in the opinion delivered upon original issuance of such Note). First Lien Bonds means the Outstanding First Lien Bonds identified in the recitals to this resolution and any bonds issued by the Port in the future under a “Series Resolution” (as defined in the Master Resolution) and pursuant to Section 7 of the Master Resolution, which provides that such bonds shall be on a parity of lien with other series of First Lien Bonds. Fiscal Ys, Agreement means the agreement of that name dated February 1, 1997, among the State of Washington and The Bank of New York and Wells Fargo Bank, National Association and any amendments and supplements thereto and replacements thereof. Fitch means Fitch, Inc., organized and existing under the laws of the State of Delaware, its successors and their assigns, and, if such organization shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency (other than S&P or Moody's) designated by the Designated Port Representative. Fixed Rate Bonds means those Subordinate Lien Parity Bonds other than Capital Appreciation Bonds, Original Issue Discount Bonds or Balloon Maturity Bonds issued under a RLResolution in which the rate of interest on such Subordinate Lien Parity Bonds is fixed and determinable through their final maturity or for a specified period of time. If so SE eC ans provided in the Subordinate Lien Resolution authorizing their issuance, Subordinate Lien Parity Bonds may be deemed to be Fixed Rate Bonds for only a portion of their term. Further Advance Balance, with respect to any Note payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit, has the meaning given such term in the Reimbursement Agreement(s), if any, applicable to such Credit Facility. Further Advance Note, with respect to any Note payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit, has the meaning given such term in the Reimbursement Agreement(s), if any, applicable to such Credit Facility. Future Subordinate Lien Parity Bonds means those revenue bonds or other revenue obligations which will be issued by the Port in the future with a lien on Net Revenues equal to the lien thereon of the Notes, the Reimbursement Note(s) and the Outstanding Subordinate Lien Bonds. Government Obligations has the meaning given to such term in RCW Chapter 39.53, as amended; provided that such obligations must be noncallable obligations issued or unconditionally guaranteed by the United States of America. Gross Revenue means all income and revenue derived by the Port from time to time from any source whatsoever except: (a) the proceeds of any borrowing by the Port and the earnings thereon (other than eamings on proceeds deposited in reserve TO) (b) income andrevenue which may not legally be pledged for revenue bond debt service, (c) passenger facility charges, head taxes, federal grants or substitutes therefor allocated to capital projects; -15- P\SC\SCOAS [lee (d) payments made under Credit Facilities issued to pay or secure the payment of a particular series of Subordinate Lien Parity Bonds; 3) proceeds of insurance or condemnation proceeds other than business interruption insurance; $3] income and revenue of the Port separately pledged and used by it to pay and secure the payment of the principal of and interest on any issue or series of Special Revenue Bonds of the Port issued to acquire, construct, equip, install or improve part or all of the particular facilities from which such income and revenue are derived, provided that nothing in this subparagraph (f) shall permit the withdrawal from Gross Revenue of any income or revenue derived or to be derived by the Port from any income producing facility which shall have been contributing to Gross Revenue prior to the issuance of such Special Revenue Bonds; and (g) income from investments irrevocably pledged to the payment of bonds issued or to be refunded under any refunding bond plan of the Port. Notwithstanding the foregoing, the Port may elect to pledge other receipts at any time as additional security for any one or mores series of obligations. Instruction has the meaning given such term in Section 3.01 Interest Coverage means With respect to each Note which is payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit, a dollar amount determined in accordance with the following formula: (RXP) +365) X (D+ 15) R = Interest Rate, applicable to such Note P = Principal amount of Note bearing interest at such Interest Rate D = Duration (in days) of the Interest Period applicable to such Note N= [ETT 01/08/26 Interest Payment Date means for each Note, the maturity date of such Note or, with respect to a Reimbursement Note, the dates specified therefor in the applicable Reimbursement YZ Interest Period means the period of time beginning on and including the date of issuance to but excluding the maturity date for each Note, which period shall be a period of at least one day but not more than 270 days, established pursuant to Section 2.08. Interest Portion means the dollar amount available to be drawn under a Credit Facility then in effect to pay interest on the Notes. Interest Rate means the per annum interest rate for each Note determined pursuant to NZPA Issue Date, with respect to the Notes, means the first date the aggregate principal amount of Notes issued and Outstanding equals or exceeds $100,000. Letter of Credit — Bank of America means the irrevocable direct pay letter of credit issued by Bank of America pursuant to the Reimbursement Agreement — Bank of America. Letter of Credit — Bayerische means the irrevocable direct pay letter of credit issued by Bayerische Landesbank Girozentrale, acting through its New York Branch, pursuant to the Reimbursement Agreement - Bayerische. Letter of Representations means the Blanket Issuer Letter of Representations between DTC and the Port. Limit, with respect to a Credit Facility, means the dollar amount available to be drawn POLE FAST EDIRNE BES i(Sa GTR ER Jylilnlo: He)RUTBR (TN Master Note means each Note delivered to DTC to evidence one or more Series or portions of Series. YE ZOOrs 01/06/26 Master Resolution means Resolution No. 3059, as amended by Resolution Nos. 3214, 3241 and 3436 of the Commission, and as the same may be amended in the future in accordance with its terms. Maximum Annual Debt Service means, with respect to any outstanding series of Subordinate Lien Parity Bonds, the highest remaining Annual Debt Service for such series of Subordinate Lien Parity Bonds. Moody’s means Moody’s Investors Service, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Moody’s” shall be deemed to refer to any other nationally recognized securities rating agency (other than Fitch or S&P) selected by the Designated Port Representative. 1997 Program has the meaning given such term in the recitals to this resolution Net Revenues means Gross Revenue less any part thereof that must be used to pay Operating Expenses. Note Payment Account has the meaning given such term in Section 3.05. Note Register means the records maintained on behalf of the Port containing the name and mailing address of each owner of the Notes or the nominee of such owner, and such other information as the Registrar shall determine. Notes means, collectively, the Series A Notes, the Series B Notes, the Series C Notes and the Series D Notes. When used in this resolution, the term “Note” is not intended to mean or TTELT eS TEN Notice Parties means the Port, each Dealer, the Registrar and each Bank. -18- Ce CT Operating Expenses means the current expenses incurred for operation or maintenance of the Facilities (other than Special Facilities), as defined under generally accepted accounting principles, in effect from time to time, excluding any allowances for depreciation or amortization or interest on any obligations of the Port incurred in connection with and payable from Gross Revenue. Original Issue Discount Bonds means Subordinate Lien Parity Bonds which are sold at an initial public offering price of less than 95% of their face value and which are specifically designated as Original Issue Discount Bonds in the Subordinate Lien Resolution authorizing their issuance. Outstanding, when used as of a particular time with reference to Notes delivered under authority of this resolution, means all Notes delivered under authority of this resolution, except: (a) Notes canceled Lo the Registrar or surrendered to the Registrar for cancellation; 1) Notes paid or deemed to have been paid within the meaning of this resolution; and (3) Notes in lieu of or in substitution for which replacement Notes shall have been executed by the Port and delivered by the Registrar hereunder. A Reimbursement Note shall be deemed to remain Outstanding until the applicable Bank is paid all amounts due on such Reimbursement Note and the applicable Credit Facility has expired or been terminated. Outstanding Subordinate Lien Bonds means, collectively, the Port of Seattle, Washington, Subordinate Lien Revenue Bonds, Series 1997 authorized to be issued 1} Resolution No. 3238, as amended, the Port of Seattle, Washington Subordinate Lien Revenue Lv CeCe ull: Notes (Commercial Paper) authorized to be issued by Resolution No. 3255, as amended, the Port of Seattle Subordinate Lien Refunding Revenue Bonds, 1998 authorized to be issued by Resolution No. 3276, as amended, and the Port of Seattle Subordinate Lien Revenue Bonds, Series 1999A and Series 1999B authorized to be issued by Resolution No. 3354, as amended. Participant means (a) any person for which, from time to time, DTC effectuates book- entry transfers and pledges of securities pursuant to the book-entry system referred to in Section 2.05 hereof or (b) any securities broker or dealer, bank, trust company or other person that clears through or maintains a custodial relationship with a person referred to in (a). Permitted Prior Lien Bonds means and includes the First Lien Bonds and any other revenue bonds that may be issued in the future at the discretion of the Port payable from Net Revenues available after the payment of the amounts described in paragraphs First, Second, and Third of Section 4.01(b) of this resolution, all as permitted in Section 4.04(a) of this resolution. All Permitted Prior Lien Bonds shall have liens on Net Revenues superior to the lien thereon of the Subordinate Lien Parity Bonds. Person means an individual, a corporation, a limited liability company, a partnership, an association, a joint stock company, a trust, an unincorporated organization, a governmental body or a political subdivision, a municipal corporation, a public corporation or any other group or organization of individuals. Port means the Port of Seattle, a municipal corporation of the State of Washington, as now or hereafter constituted, or the corporation, authority, board, body, commission, department or officer succeeding to the principal functions of the Port or to whom the powers vested in the Port shall be given by law, -20- eT] IL Port Payments means any payment, other than a termination payment, required to be made by or on behalf of the Port under a Derivative Product and which is determined according to a formula set forth in a Derivative Product. Projects means, collectively, the Series A Projects, the Series B Projects and the Series C Projects. Rate Determination Date means the date on which the interest rate and maturity date for a Note (other than a Reimbursement Note) shall be determined. Rating Agency means Fitch, Moody's or S&P. Rating Category means the generic rating categories of a Rating Agency, without regard to any refinement or gradation of such rating category by a numerical modifier or otherwise. Rating Confirmation Notice means a written notice from any Rating Agency then maintaining a rating with respect to the Notes confirming that the rating on the Notes will not be lowered, withdrawn or suspended as a result of the action proposed to be taken. Reciprocal Payment means any payment to be made to, or for the benefit of, the Port under a Derivative Product by the Reciprocal Payor. Reciprocal Payor means any bank or corporation, partnership or other entity whose guarantor maintains or who maintains for itself at least an “A” rating from each Rating Agency then maintaining a rating on Outstanding Subordinate Lien Parity Bonds and which is a party to a Derivative Product and which is obligated to make one or more Reciprocal Payments thereunder. Record Date means the close of business as of the day (whether or not a Business Day) next preceding each Interest Payment Date. Registered Owner means the person named as the registered owner of a Note on the Note Register. For so long as a Securities Depository or its nominee holds the Notes, such Securities Depository shall be deemed to be the Registered Owner. Registered Owners’ Trustee means the bank or financial institution selected by the Registered Owners of the Notes pursuant to Section 4.09 hereof. Registrar means the fiscal agency of the State of Washington in either Seattle, Washington, or New York, New York, for the purposes of (a) registering and authenticating the Notes, (b) maintaining the Note Register, (c) paying interest on and principal of the Notes and (d) drawing any amounts under any Credit Facility for the purpose of paying the interest on and principal of any Notes. Reimbursement Agreement — Bank of America means the Letter of Credit Reimbursement Agreement, dated as of November 1, 1997, between the Port and Bank of America National Association, now known as Bank of America, N.A., as the same has been and may be amended in accordance with its terms. Reimbursement Agreement — Bayerische means the Letter of Credit Reimbursement Agreement, dated as of June 1, 2001, between the Port and Bayerische Landesbank Girozentrale, acting through its New York Branch, as the same may be amended in accordance with its terms. Reimbursement Agreement means the Reimbursement Agreement — Bayerische, the Reimbursement Agreement — Bank of America and any other similar agreement entered into in connection with the issuance of any Alternate oe Facility and any and all modifications, alterations, and amendments and supplements thereto. Reimbursement Note means a note delivered to a Bank pursuant to Section 4.01(d) hereof or under Resolution No. 3255, as amended, and a Reimbursement Agreement. Repair and Renewal Fund means the special fund authorized to be created pursuant to Section 2(B) of the Master Resolution. Request has the meaning given such term in Section 3.01. Revenue Fund means, collectively, the Port’s General Fund, Airport Development Fund and any other fund established in the office of the Treasurer of the Port for the receipt of Gross Revenues. Securities Depository means any “clearing agency” registered under Section 17A of the Securities Exchange Act of 1934, as amended. Series shall refer, as the context may require, to all Notes issued under the designation Series A, Series B, Series C or Series D or may refer to any separately identified set of Notes within such Series. Series A Notes means the Port of Seattle Subordinate Lien Revenue Notes (Tax-Exempt Commercial Paper), Series A authorized by Section 2.02 of this resolution. Series B Notes means the Port of Seattle Subordinate Lien Revenue Notes (Tax-Exempt Commercial Paper),SeriesB authorized by Section 2.02 of this resolution, Series C Notes means the Port of Seattle Subordinate Lien Revenue Notes (Tax-Exempt Commercial Paper), Series C authorized by Section 2.02 of this resolution. SeriesD Notes means the Port of Seattle Subordinate Lien Revenue To (Taxable Commercial Paper), Series D authorized by Section 2.02 of this resolution. Series A Projects means those capital improvement projects identified as part of the Port’s 1998-2001 capital improvement plans as they appear in the 1998-2001 budgets and shall include any subsequent capital improvement plan or program approved by the Commission but SAE Cee re including therein only those facilities which may be financed with tax exempt governmental (not private activity) obligations. Series B Projects means those capital improvement projects identified on Exhibit A-1 attached hereto and incorporated by this reference herein as such Exhibit may be amended or supplemented from time to time by notice published by the Port. Series C Projects means the application of Working Capital as herein defined. S&P means Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, and its successors and assigns, except that if such corporation or division shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “S&P” shall be deemed to refer to any other nationally recognized securities rating agency (other than Moody's or Fitch) selected by the Designated Port Representative. Special Facilities means particular facilities financed with the proceeds of Special Revenue Bonds. Special Revenue Bonds means any issue or series of revenue bonds, revenue warrants or other revenue obligations of the Port issued to directly or indirectly acquire (by purchase, lease or otherwise), construct, equip, install or improve part or all of particular facilities and which are payable from and secured by the income and revenue from such facilities. Subordinate Lien Note Fund means the Port of Seattle Subordinate Lien Note Fund (Commercial Paper), created in the office of the Treasurer of the Port by authority granted in Section 4.01 of this resolution. Subordinate Lien Parity Bonds means the Outstanding Subordinate Lien Bonds, the Notes, each Reimbursement Note and any Future Subordinate Lien Parity Bonds. Subordinate Lien Parity Test means Available Revenue equal to or greater than 1.5 times Aggregate Annual Debt Service. Subordinate Lien Rate Covenant means the covenant of the Port to establish, maintain and collect rentals, tariffs, rates, fees and charges in the operation of all of its business for as long as any Notes or Reimbursement Notes are Outstanding that will produce Available Revenue in each fiscal year at least equal to the amounts required to be deposited during such fiscal year from Net Revenues into the Subordinate Lien Note Funds, any other bond fund established or maintained for the benefit of Subordinate Lien Parity Bonds, and any fund established or maintained to pay any Port Payments due with respect to any Derivative Product and any other amounts due to the Banks, to the issuers of Credit Facilities for the Subordinate Lien Parity Bonds then outstanding or, to the extent not otherwise provided for in this definition, any Reciprocal Payor, but excluding from each of the foregoing, payments made or to be made from “refunding debt and capitalized debt service or other money irrevocably set aside for such LEAL Oe Subordinate Lien Resolutions means each of the resolutions identified in the chart describing the Outstanding Subordinate Lien Bonds in the recitals to this resolution and shall include this resolution, together with any Supplement thereto, and any resolution of the Commission approved in the future authorizing the issuance of a series of Future Subordinate Lien Parity Bonds, as such resolution(s) may thereafter be amended or supplemented. Sum means, with respect to Notes payable from drawings under a particular Credit Facility that is an irrevocable direct pay letter of credit, the aggregate principal amount of those Notes Outstanding (and including, if applicable, all currently outstanding notes issued under the 1997 Program until such outstanding notes are paid and retired) plus the balance then | outstanding under the Reimbursement Note relating to that Credit Facility, Treasurer ofthe Port means the Director of Finance of King County, Washington, or any other public officer as may hereafter be designated pursuant to law to have the custody of Port {ILI CR Working Capital means money required by the Port to meet a temporary cash flow deficit in one or more of the funds of the Port. Working Capital Fund - C means the account by that name maintained by the Port or in the office of the Treasurer of the Port for the purpose of holding certain proceeds of the Series C Notes. Section 1.02. Interpretation. In this resolution, unless the context otherwise requires: (a) The terms “hereby,” “hereof,” “hereto,” “herein, “hereunder” and any similar terms, as used in this resolution, refer to this resolution as a whole and not to any particular article, section, subdivision or clause hereof, and the term “hereafter” shall mean after, and the term “heretofore” shall mean before, the date of this resolution; (b) Words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa; (c) Words importing persons shall include firms, associations, partnerships (including limited partnerships), trusts, corporations and other legal entities, including public bodies,as well as natural persons; (d) Any headings preceding the text of the several articles and Sections of this resolution, and any table of contents or marginal notes appended to copies hereof, shall be solely B/E [ZOEY 01/06/26 for convenience of reference and shall not constitute a part of this resolution, nor shall they affect its meaning, construction or effect; (e) All references herein to “articles,”” “sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof. 6)) Whenever any consent or direction is required to be given by the Port, such consent or direction shall be deemed given when given by the Designated Port Representative or his or her designee, respectively, and all references herein to the Designated Port Representative shall be deemed to include references to his or her designee, as the case may 18 ARTICLE II. ISSUANCE, CONDITIONS AND TERMS OF NOTES Section 2.01. Plan of Finance. 6) Series A Notes. The Port intends to undertake improvements within and as a part of the Port's 1998-2001 capital improvement plans as they appear in the capital budgets approved by the Port for the years 1998 through 2001. In addition, the Commission, in the future, may approve additional capital improvement plans (the “Series A Projects”). The Port may at its option use the Series A Note proceeds for any capital purpose, including refunding Outstanding SeriesA Notes, so long as such use shall not cause any Series A Note to be considered a “private activity bond.” The Costs of Construction of the Series A Projects are expected to be paid or reimbursed in part with the proceeds of the Series A Notes and the balance of the Costs of Construction of the Series A Projects shall be paid from other available Port funds. (b) Series B Notes. The Series B Projects include those capital improvement projects identified on Exhibit A-1 attached hereto and incorporated by this reference herein as -27- 2C-CeT Ll such Exhibit may be amended or supplemented from time to time by notice published by the Port. Notwithstanding the foregoing, the Port may at its option use the Series B Note proceeds for other or additional capital purposes upon receipt of a Favorable Opinion of Bond Counsel, and to refund Outstanding Series B Notes. The Costs of Construction of the Series B Projects are expected to be paid or reimbursed in part with the proceeds of the Series B Notes and the balance of the Costs of Construction of the Series B Projects shall be paid from other available Port funds. (3) Series C Notes. The Port intends to use proceeds of the Series C Notes for Working Capital (the “Series C Project”), including refunding Outstanding Series C Notes. (d) Series D Notes. The proceeds of the Series D Notes may be used for any lawful expenditure of the Port, including refunding Outstanding Series D Notes. Section 2.02. Authorization of Notes; Terms. (a) Authorization. For the purpose of providing all or a part of the funds necessary to pay or reimburse the Port for the Costs of Construction of the Projects, to provide funds for Working Capital, to pay other expenditures, to refund maturing subordinate lien revenue obligations issued under the 1997 Program, to refund maturing Notes and to pay all costs incidental thereto and to pay costs of issuance, including fees, the Port is hereby authorized to borrow and reborrow from time to time, and to issue subordinate lien revenue obligations (herein collectively referred to as the “Notes™) in one or more Series to evidence such borrowing or reborrowing. This resolution constitutes the master legal document pursuant to which the Notes may be issued, and from and after the Issue Date no further subordinate lien revenue notes may be issued under the 1997 Program. The aggregate principal amount of Notes Outstanding under this resolution (and under the 1997 Program for so long as any subordinate lien revenue -28- Eee LH obligations remain outstanding thereunder) at any time or from time to time will not exceed $250,000,000 (subject to the further limitations of Section 3.04). The Notes shall be designated “Port of Seattle, Subordinate Lien Revenue Notes (Tax-Exempt Commercial Paper) followed by a Series and other applicable designation. The Series designations are as follows: Series A, Series B, or Series C” for tax-exempt obligations, and or “Port of Seattle, Subordinate Lien Revenue Notes (Taxable Commercial Paper), Series D” for taxable obligations, it being the intention that each Note issued for the purpose of financing or refinancing a Series A Project shall be designated “A,” and shall include additional designations to distinguish among Dealers and Credit Facilities and any additional designations as shall be approved or requested by the applicable Dealer and the Registrar from time to time (e.g., numerical designations identifying Notes payable from drawings under a particular Credit Facility); and each Note issued for the purpose of financing or refinancing a Series B Project shall be designated “B,” and shall include additional designations to distinguish among Credit Facilities and Dealers and any additional designations as shall be approved by the applicable Dealer and the Registrar from time to time (e.g. Sele designations identifying Notes payable from drawings under a particular Credit Facility); and each Note issued for the purpose of financing or refinancing a Series C Project shall be designated “C,” and shall include additional designations among Credit Facilities and Dealers and any additional designations as shall be approved by the applicable Dealer and the Registrar from time to time (e.g., numerical designations identifying Notes payable from drawings under a particular Credit Facility); and each Note whose interest is not excludable from gross income for federal income tax purposes shall be designated “D,” and shall include additional designations to distinguish among Credit Facilities and Dealers and any additional designations as shall be approved by the applicable Dealer and the Registrar from time to time -20. PASC\SCOAS ld (e.g., numerical designations identifying Notes payable from drawings under a particular Credit Facility). No Note may be issued under this resolution having a maturity later than June 1, 2021. No Note shall be issued hereunder unless or until the Port demonstrates compliance with the conditions for the issuance of Future Subordinate Lien Parity Bonds set forth in Section 4.04 of this resolution on or prior to the Issue Date. (b) Issuance; Interest; Dating. The Notes of each Series shall be issued in fully registered form, shall be issued in Authorized Denominations within a Series, shall be numbered separately in the WE, and with any additional designation as the Registrar deems necessary for purposes of identification, shall be dated the date of their issuance and shall bear interest payable at maturity, determined from time to time as provided herein. The Notes shall be issued at such times, be sold to such purchasers at such prices, bear interest (calculated on the basis of a year of 365/366 days, as appropriate), mature on such Business Days and otherwise have such terms and conditions as shall be determined by the Designated Port Representative in concert with the applicable Dealer and the Registrar in accordance with the Dealer Agreements; provided, however, that no Note shall be issued with a maturity date later than 270 days from its date of issuance. If a Note is payable from drawings under a direct pay or standby letter of credit, such Note must have a maturity date at least five days prior to the stated expiration date of the Credit Facility then in effect and securing payment of such Note, and prior to June 1, 2021. No Note shall be sold at a price other than par. No Series C Note other than a Series C Note issued to refund a maturing Series C Note if such new Series C Note will mature prior to the date set forth in such Favorable Opinion as the required maturity date may be delivered or offered by the Dealer and designated as “tax-exempt” unless -30- eT [ayer contemporaneously therewith the Dealer and Registrar receive an approving opinion of Bond Counsel to the effect that the interest thereon is exempt from regular federal income taxation. The principal amount of any Outstanding Notes (and obligations issued under the 1997 Program) that are paid on their maturity date from the proceeds of other Notes issued on such date shall not be considered Outstanding. Section 2.03. Execution. The Notes for each Series shall be executed by the manual or facsimile signatures of the President and Secretary of the Commission, and the official seal of the Port shall be reproduced thereon. The validity of any Note so executed shall not be affected by the fact that one or more of the officers whose signatures appear on such Note have ceased to hold office at the time of issuance or authentication or at any time thereafter. Section 2.04. Authentication. No Notes shall be valid for any purpose hereunder until the certificate of authentication printed thereon is duly executed by the manual signature of an authorized signatory of the Registrar. Such authentication shall be proof that the Registered Owner is entitled to the benefit of the trusts hereby created. Section 2.05. Registration, The provisionsof this Section 2.05 shall not be applicable to the Reimbursement Note. (a) Registrar/Note Register. The Notes shall be issued only in registered form as to both principal and interest. The Port hereby requests that the Treasurer of the Port appoint the fiscal agency of the State of Washington as the Registrar for the Notes. The Port shall cause a note register to be URE by the Registrar. The Registrar may be removed at any time at the option of the Treasurer of the Port upon prior notice to the Registrar, the Port, each Dealer and each Bank and a successor Registrar appointed by the Treasurer of the Port. Any successor Registrar must be a commercial bank with trust powers or trust company. No resignation or R= ee Ls removal of the Registrar shall be effective until a successor shall have been appointed and until the successor Registrar shall have accepted the duties of the Registrar hereunder, and the Credit Facilities shall have been transferred, together with all other funds then held by the Registrar, to the successor Registrar. The Registrar is authorized, on behalf of the Port, to authenticate and deliver Notes in accordance with the provisions of such Notes and this resolution and to carry out all of the Registrar's powers and duties under this resolution. The Registrar shall be responsible for its representations contained in the Certificate of Authentication on the Notes. The Registrar shall keep, cause to be kept, at its principal corporate trust office, the Note Register, which shall at all times be open to inspection by the Port. (b) Letter of Representations/Book-Entry System. In order to induce DTC to accept the Notes as eligible for deposit at DTC, the Port has executed and delivered the Letter of Representations. The Notes initially issued shall be held in fully immobilized form by DTC acting as depository pursuant to the terms and conditions set forth in the Letter of Representations. (9) Port and Registrar Not Responsible for DTC. Neither the Port nor the Registrar will have any responsibility or obligation to DTC participants or the persons for whom they act as nominees with respect to the Notes in respect of the accuracy of any records maintained by DTC or any DTC participant, the payment by DTC or any DTC participant of any amount in respect of the principal or interest on the Notes, any notice which is permitted or required to be given to Registered Owners under this resolution (except such notices as shall be required to be given by the Port to the Registrar or to DTC), the selection by DTC or any DTC participant of any person to receive payment in the event of a partial redemption of the Notes or any consent given or other action taken by DTC as the Registered Owner. By [reer 1/06/26 (d) DTC as Registered Owner. The Port and the Registrar, each in its discretion, may deem and treat the Registered Owner as the absolute owner thereof for all purposes, and neither the Port nor the Registrar shall be affected by any notice to the contrary. Payment of any such Note shall be made only as described in this section. All such payments made as described in this section shall be valid and shall satisfy and discharge the liability of the Port upon such Note to the extent of the amount or amounts so paid. The Port and the Registrar shall be entitled to treat DTC as the absolute owner of all Notes for all purposes of this resolution and any applicable laws, notwithstanding any notice to the contrary received by the Registrar or the Port. Neither the Port nor the Registrar will have any responsibility or obligation, legal or otherwise, to any other party including DTC or its successor (or substitute depository or its successor), except to the Registered Owners. (e) Use ofDTC/Book-Entry System. (1) Notes Registered in the Name Designated by DTC. A Master Note shall be issued for each Series and separately designated set within a Series in an equal amount to the maximum authorized aggregate principal amount of the Notes of such Series and separately designated set TER (each a “Master Note”) and shall be registered initially in the name of “CEDE & Co.,” as nominee of DTC. The Notes so registered shall be held in fully immobilized form by DTC as depository. Registered ownership of such immobilized Notes, or any portions thereof, may not thereafter be transferred except (i) to any successor of DTC or its nominee, provided that any such successor shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any substitute depository appointed by the Commission pursuant to subsection (2) below or such substitute depository’s successor; or (iii) to any person as provided in paragraph (4) below. The Registrar has entered into a Certificate Agreement with DTC, which Agreement shall be amended by the Registrar to include the Notes. The Certificate Agreement shall supplement the provisions of this resolution with respect to the obligations and duties of the Registrar who shall be bound thereby and shall perform its duties hereunder in accordance therewith. (2) Substitute Depository. Upon the resignation of DTC or its successor (or any substitute depository or its successor) from its functions as depository or a determination by the Commission that it is no longer in the best interest of Beneficial Owners to continue the system of book entry transfers through DTC or its successor (or any substitute depository or its successor), the Commission may hereafter appoint a substitute depository. Any such substitute depository shall be qualified under any applicable laws to provide the services proposed to be provided by it. 3) Issuance ofNew Notes to Successor/Substitute Depository. In the case of any transfer pursuant to clause (i) or (ii) of paragraph (e)(1) above, the Registrar shall, upon receipt of all Master Notes, together with a written request on behalf of the Commission, issue new Master Notes, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such written request of the Commission. 4) Termination ofBook-Entry System. In the event that (i) DTC or its successor (or substitute depository or its successor) resigns from its functions as depository, and no substitute depository can be obtained, or (ii) the Commission determines that it is in the best interest of the beneficial owners of the Notes that they be able to obtain Note certificates, the ownership of Notes may then be transferred to any person or entity as herein provided, and the Notes shall no longer be held in fully immobilized form. The Commission shall deliver a written request to the Registrar, together with a supply of definitive Notes, to issue Notes as herein -34. ne Lr provided in any Authorized Denomination. Upon receipt of all then Outstanding Notes by the Registrar together with a written request on behalf of the Commission to the Registrar, new Notes shall be issued in such Authorized Denominations and registered in the names of such persons as are requested in such written request. 63) Registration Covenant, The Port covenants that, until all Notes have been surrendered and canceled, it will maintain a system for recording the ownership of each Note that complies with the provisions of Section 149 of the Code. Section 2.06. Mutilated, Destroyed, Lost or Stolen Master Notes. In case any Master Note shall be lost, stolen or destroyed, the Port may execute and the Registrar may authenticate and deliver a new Master Note or Master Notes of Series and designations, date and tenor to the Registered Owner thereof, all in accordance with law. However, no substitution or payment shall be made unless and until the applicant shall fumish (a) evidence satisfactory to said Registrar and Designated Port Representative of the destruction or loss of the original Master Note and of the ownership thereof, and (b) such additional security, indemnity or evidence as may be required by the Commission. No substitute Master Note shall be furnished unless the applicant shall reimburse the Port and the Registrar for their respective expenses in the furnishing thereof. Any such substitute Master Note so furnished shall be equally and proportionately entitled to the security of this resolution with all other Master Notes issued hereunder. Section 2.07. Acts of Registered Owners; Evidence of Ownership. Any action to be taken by Registered Owners may be evidenced by one or more concurrent written instruments of similar tenor signed or executed by such Registered Owners in person or by an agent appointed in writing. The fact and date of the execution by any person of any such instrument may be eo ZU UT proved by acknowledgment before a notary public or other officer empowered to take acknowledgments or by an affidavit of a witness to such execution or by any other method satisfactory to the Registrar. Any action by the Registered Owner of any Note shall bind all future Registered Owners of the same Note or of any Note issued upon the exchange or registration of transfer thereof in respect of anything done or suffered by the Port or the Registrar in pursuance thereof. The Registrar and the Port may treat the Registered Owner of a Note as the absolute owner thereof for all purposes, whether or not such Note shall be overdue, and the Registrar and the Port shall not be affected by any knowledge or notice to the contrary; and payment of the principal of and interest on such Note shall be made only to such Registered Owner, which payments shall satisfy and discharge the liability of the Port with respect to such Note to the extent of the sum or sums so paid. Section 2.08. Determination of Interest Rates. (€)) Determination by Dealer. In accordance with each Dealer Agreement, the Dealer shall determine an Interest Rate and a maturity date (which shall be a Business Day no later than the earliest to occur of the following: (i) June 1, 2021, (ii) if the Note is payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit, five days prior to the stated expiration date of such Credit Facility and (iii) 270 days after the date of issuance , of the Instruction) at such rate and for such term as it deems advisable in order to minimize the net interest cost on the Notes, taking into account prevailing market conditions; provided, however, that the foregoing shall not prohibit the Dealer from establishing longer Interest Periods (and at higher Interest Rates) than are otherwise available at the time if the Dealer determines that, taking into account prevailing market conditions, a lower net interest cost on the Notes can i nee Tr be achieved over the longer Interest Period. Notwithstanding the foregoing, the Dealer shall not establish any Interest Period with respect to any Note payable from drawings under any Credit Facility that is an irrevocable direct pay letter of credit if, as a result of the selection of such Interest Period, the Aggregate Interest Coverage with respect to all Notes payable from drawings under that Credit Facility would be greater than the Interest Portion attributable to that Credit Facility. Each Dealer Agreement shall include a covenant by the Dealer to comply with the limitations established by this resolution. (b) Interest Periods and Interest Rates. (1) Any Note may accrue interest at an Interest Rate for an Interest Period different from any other Note. Each Interest Period shall commence on a Business Day and end on a day immediately preceding the maturity date. Interest on each Note shall be paid on the maturity date. If the Notes are held in book-entry form, principal and interest payments shall be distributed in accordance with the procedures of DTC then in effect. If the Notes are no longer in book-entry only form, then principal and interest shall be paid on the maturity date, upon presentation and surrender of each Note at the office of designated by the Registrar in New York City. (75) Not later than 3:30 p.m., New York City time, on each Rate Determination Date, the Dealer shall provide to the Registrar by telephonic or Electronic Means, the principal amount, Series, each additional set designation within a Series, and interest rate for each Note sold by such Dealer. The Registrar shall obtain CUSIP numbers for each Note for which an Interest Rate and Interest Period have been determined on such date. Section 2.09. Interest Rate on Reimbursement Note. Each Reimbursement Note shall bear interest as set forth in the applicable Reimbursement Agreement. Section 2.10. Form of Notes. The Notes shall each be in substantially the following form and/or may be delivered to DTC and the Registrar in the form of Master Notes, with appropriate or necessary insertions, depending upon the omissions and variations as permitted or required hereby. If the Notes are no longer held in uncertificated form, the form of Notes will be changed to reflect the changes required in connection with the preparation of printed Notes. No. R- UNITED STATES OF AMERICA PORT OF SEATTLE SUBORDINATE LIEN REVENUE NOTE ([TAX-EXEMPT/TAXABLE] COMMERCIAL PAPER) SERIES [A][B][C][D] [Additional Designations] MATURITY DATE: Not later than REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: TOGETHER WITH ALL OTHER NOTES OUTSTANDING NOT EXCEEDING TWO HUNDRED FIFTY MILLION AND NO/100 DOLLARS ($250,000,000) The Port of Seattle (the “Port™) promises to pay to the registered owner named above, or registered assigns, but solely from the sources hereinafter mentioned, on the Maturity Date specified above, the Principal Amount shown above or so much thereof as shall have been advanced hereunder and remain outstanding and to pay interest thereon, at the rate determined as herein provided at the rates and from and on the dates shown in the records of the Port and the Registrar. The principal and interest on this Note may be paid in any coin or currency of the United States of America which, at the time of payment, is legal tender for the payment of public or private debts. The principal of and interest on this Note are payable to the registered owner hereof in immediately available funds as shown on the books of the fiscal agency of the State of Washington in New York, New York and Seattle, Washington (the “Registrar”). Both principal of and interest on this Note shall be paid as provided in the Blanket Issuer Letter of Representations (the “Letter of Representations”) between the State and The Depository Trust Company (“DTC”). Capitalized terms used in this Note have the meanings given such terms in Resolution No. 3456, as amended, of the Port Commission (the “Note Resolution”). Interest on this Note shall accrue as provided in the Note Resolution. The Port does hereby pledge and bind itself to set aside from such Gross Revenue, and to pay into the Subordinate Lien Note Fund created therein the various amounts required by the Note Resolution to be paid into and maintained in such Fund, all within the times provided by the Note Resolution. The amounts so pledged to be paid out of Gross Revenue into the Subordinate Lien Note Fund are hereby declared to be a first and prior lien and charge upon the Gross Revenue, subject to the liens thereon of any Permitted Prior Lien Bonds and subject further to the Operating Expenses of the Port and equal in rank to the lien and charge upon such Gross Revenue of the amounts required to pay and secure the payment of the Port’s outstanding Subordinate Lien Revenue Bonds, Series 1997, Subordinate Lien Revenue Notes (Commercial Paper), Subordinate Lien Refunding Revenue Bonds, Series 1998, Subordinate Lien Revenue Bonds, Series 1999A and Series 1999B and any revenue bonds of the Port hereafter issued on a parity with such bonds and the Notes of this issue. The Port has further bound itself to maintain or cause to be maintained all of its properties and facilities which contribute in some measure to such Gross Revenue in good repair, working order and condition, to operate the same in an efficient manner and at a reasonable cost, and to establish, maintain and collect rentals, tariffs, rates and charges in the operation of all of its business for as long as any Notes of this issue are outstanding that it will make available, for the payment of the principal thereof and interest thereon as the same shall become due, Available Revenue in an amount equal to or greater than the Subordinate Lien Rate Covenant. Except as otherwise provided in the Note Resolution, this Note shall not be entitled to any right or benefit under the Note Resolution, or be valid or become obligatory for any purpose, until this Note shall have been authenticated by execution by the Registrar of the certificate of authentication inscribed hereon. It is hereby certified, recited and represented that the issuance of this Note and the Notes of this issue is duly authorized by law; that all acts, conditions and things required to exist and necessary to be done or performed precedent to and in the issuance of this Note and the Notes of this issue to render the same lawful, valid and binding have been properly done and performed and have happened in regular and due time, form and manner as required by law; that all acts, conditions and things necessary to be done or performed by the Port or to have happened precedent to and in the execution and delivery of the Note Resolution have been done and performed and have happened in regular and due form as required by law; that due provision has been made for the payment of the principal of and premium, if any, and interest on this Note and the Notes of this issue and that the issuance of this Note and the Notes of this issue does not contravene or violate any constitutional or statutory limitation. IN WITNESS WHEREQF, the Port of Seattle has caused this Note to be executed on behalf of the Port with the manual or facsimile signatures of the President and Secretary of its Port Commission and caused a facsimile of the official seal of the Port to be reproduced hereon. -39- PASC\SCOAS 01/06/26 PORT OF SEATTLE (SEAL) By President, Port Commission PNMYR By Secretary, Port Commission The Certificate of Authentication for the Notes shall be in substantially the following form and shall appear on each Note: AUTHENTICATION CERTIFICATE This Note is one of the Port of Seattle Subordinate Lien Revenue Notes ([Tax- Exempt/Taxable] Commercial Paper), Series [A][B][C][D] [additional set designations) described in the within-mentioned Note Resolution. WASHINGTON STATE FISCAL AGENCY, as Registrar By Authorized Signatory Date of Authentication: Section 2.11. Defeasance. If money and/or Government Obligations maturing at such time(s) and bearing such pl to be earned thereon (without any reinvestment thereof) as will provide a series of payments which shall be sufficient together with any money initially deposited, to provide for the payment when due of the principal of, and interest on all or a designated portion of the Notes are set aside in a special fund (hereinafter called the “trust account”) to effect such payment and are pledged irrevocably in accordance with a refunding or defeasance plan adopted by the Port for the purpose of effecting such payment, then no further payments need be made in the Subordinate Lien Note Fund for the payment of the principal of ay. OSes CYT and interest on such Notes, the Registered Owners thereof shall cease to be entitled to any lien, benefit or security of this resolution, except the right to receive payment of the principal of and interest on such Notes when due in accordance with their respective terms from the money and the principal and interest proceeds on the Government Obligations set aside in the trust account, and such Notes shall no longer be deemed to be Outstanding hereunder. ARTICLE IIL ISSUANCE; DELIVERY AND PAYMENT PROCEDURES Section 3.01. Authorization and Delivery of Notes in Book-Entry Form. So long as the Notes are held in book-entry form by DTC or a successor depository, the Dealer, as designated agent for the Port or any Designated Port Representative, may from time to time, in accordance with this resolution, submit to the Registrar a request regarding the issuance of Notes which shall include the proposed date of issuance, principal amount, maturity date, interest rate, identity and type of the Credit Facility, if any, information regarding the purchaser(s) of interests in Notes and, if any Note is to be a Further Advance Note, an identification of the principal amount that will be Further Advance Notes (the “Request”). A copy of each Request shall be given to any Bank whose Credit Facility will secure the Notes. Upon receipt of a Request, the Registrar shall: (a) prepare an instruction for DTC (the “Instruction”) that sets forth the name, address, the identity of the issuer of the Credit Facility, if any, and taxpayer identification number of the purchaser of an interest in the Notes, the date of issuance, maturity, principal amount and interest rate of such interest in Notes, and a CUSIP number; (b) deliver such Instruction to DTC in accordance with the Letter of Representations and other applicable DTC procedures, and receive from DTC a confirmation that such delivery was effected; 41- FCoE 01/0626 (3) confirm to the Port and the Dealer that delivery to DTC of each Instruction has been made. All Requests given to the Registrar shall be given by telephone (promptly confirmed in writing), facsimile or other written form. The Registrar shall have no duty to act in the absence of written instructions. If the Registrar receives a Request by 12:30 p.m., New York City time, on any Business Day, it shall issue an Instruction to DTC by 1:00 p.m. on such Business Day. If the Registrar receives a Request after 12:30 p.m. New York City time, it shall issue an Instruction to DTC by 1:00 p.m. on the next succeeding Business Day. Section 3.02. Authorization and Delivery of Notes in Certificated Form. If at any time the Notes are no longer held in book-entry form by DTC or a successor depository, and the Port has determined pursuant to Section 2.05 of this resolution that the Notes should be issued in certificated form, the Port shall provide the Registrar, at the Port’s sole expense, a supply of Note certificates in substantially the form set forth in this resolution, with the issue date, maturity date, principal amount, interest rate and interest amount left blank. Such Note certificates shall be executed in accordance with this resolution and shall be held in safekeeping by the Registrar. The Dealer, as designated agent for the Port or any Designated Port Representative, may from time to time, in accordance with this resolution, submit to the Registrar a Request regarding the issuance of Notes in certificated form. Upon receipt of such a Request, the Registrar shall: (a) withdraw the necessary number of Notes from safekeeping; y= PASC\SCOAS (TLS (b) in accordance with the Request, complete each such Note as to the amount of principal, the interest rate and interest amount, the issue date, the maturity date and registered owner; (3) authenticate each such Note by executing by manual or facsimile signature the certificate of authentication thereon; (d) deliver, as provided herein, each such Note to theI for delivery to the purchaser specified in such instructions or to the consignee to or for the account of the purchaser thereof, against receipt of payment to the Note Payment Account; and (e) confirm to the Port and the Dealer delivery of such Notes. Section 3.03. Reliance on Instructions. The Registrar shall incur no liability to the Port or the Dealers in acting hereunder upon telephonic or other instructions contemplated hereby that the Registrar reasonably believed in good faith to have been given by a Dealer or an Designated Port Representative. All telephonic instructions given pursuant to Sections 3.01 and 3.02 hereof shall be promptly confirmed in writing to the Registrar. Section 3.04. Limitation on Issuance. The Registrar shall not be instructed to deliver any certificated Note that: (a) is notin an Authorized Denomination, or (b) has a maturity date that is not a Business Day or is later than the earliest to occur of the following: (i) 270 days from the date of issuance of the Instruction, (ii) if the Note is payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit, five days prior to the stated expiration date of such Credit Facility then in effect, or (iii) June 1, 2021; -43- ECC 01/06/26 (c) The Port will not instruct the Registrar to deliver any Instruction with respect to Notes payable from drawings under any Credit Facility that is an irrevocable direct pay letter of credit if, as a result of the delivery of such Notes, the Aggregate Interest Coverage with respect to all Outstanding Notes payable from a particular letter of credit would be greater than the Interest Portion with respect to such letter of credit or the Sum with respect to all Outstanding Notes payable from a particular letter of credit would be greater than the Limit with respect to such letter of credit. In addition, the Port shall not instruct the Dealer to market or the Registrar to issue any Notes (other than Notes to refund maturing Notes) if the issuance of such Notes would result in (if the Note is payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit) the Sum exceeding the Limit. Prior to each issuance of any Notes payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit, the Port shall confirm that (taking into account such issuance and the refunding of maturing Notes) the Aggregate Interest Coverage, after giving effect to such issuance, will be less than or equal to the Interest Portion. The Registrar shall not issue any Notes payable from drawings on the Letter of Credit — Bayerische after the Registrar has received a No-Issuance Notice, in the form of ScheduleI to the Letter of Credit — Bayerische. The Registrar shall not issue any Notes payable from drawings on the Letter of Credit — Bayerische in a principal amount in excess of the principal amount of Notes maturing on such date after the Registrar has received a Restricted Issuance Notice, in the form of Schedule II to the Letter of Credit — Bayerische. The Registrar shall not issue any Notes payable from drawings on the Letter of Credit — Bank of America after the Sv ee PLL Registrar has received a Notice of Expiration of the Letter of Credit — Bank of America in the form of Annex C thereto. Section 3.05. Note Payment Account; Draws on Credit Facility. (a) Note Payment Account. The Port or the Registrar shall establish a special account to be used by the Registrar for payment of Notes (the “Note Payment Account”). The Note Payment Account shall be held by the Port or Registrar in trust for the Registered Owners and Beneficial Owners of the Notes and, to the extent described in Section 3.05(d) hereof, for each Bank; provided, however, that all money drawn under a Credit Facility shall be held pride the exclusive control of the Registrar. The Registrar shall not have a lien on the Note Payment Account for the payment of any fees or expenses or other obligations owing to the Registrar hereunder. The Note Payment Account shall be held uninvested by the Port or Registrar. The remaining provisions of this Section 3.05(b), (c) and (d) shall be applicable only to Notes payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit. (b) Drawings. For each Note payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit, the Registrar shall submit to the applicable Bank a Drawing in accordance with the terms of the applicable Credit Facility or Reimbursement Agreement, in such form as is set forth in the Credit Facility, no later than 12:00 noon, New York City time in the case of a drawing under the Letter of Credit — Bank of America and no later than 12:30 p.m. in the case of a drawing under the Letter of Credit - Bayerische, in order to draw thereunder an amount that will be sufficient to pay the Notes payable from drawings under such Credit Facility (including principal and interest) maturing on such date. The Registrar shall deposit the amount of any such Drawing in the Note Payment Account and apply the amount thereof in accordance with Section 3.06 hereof. -45- Rees Py (¢) Drawings and Remarketing Proceeds. On any day that Notes payable from drawings under a Credit Facility that is an irrevocable Te pay letter of credit mature, if the amount of any applicable Drawing received by the Registrar pursuant to paragraph (b) above, together with any Note proceeds actually received from the Dealer on such day pursuant to Section 3.08 hereof, exceeds the amount of principal and interest paid with respect to the Notes maturing on such day, the Registrar shall promptly distribute the excess first to the Port to the extent that the Port has issued Further Advance Notes with respect to the Credit Facility and then to the applicable Bank to satisfy the Port’s obligations under the applicable Reimbursement Note. (d) Deficiency. If the Registrar fails to receive a payment drawn under the Credit Facility, the Registrar will notify the Port of the amount of the deficiency, and the Port will remit an amount sufficient to remedy the deficiency from the appropriate Subordinate Lien Note Fund, as authorized in Section 4.01. There is no expectation that Port money and proceeds of a Drawing will ever be on deposit at the same time in the Note Payment Account. If, for any reason, money is received from a Bank and the Port, the Registrar is hereby directed to segregate and not commingle the moneys. (e) Alternate Credit Facilities. If Notes are payable from drawings under a letter of credit or dedicated line of credit, then that Credit Facility may not be replaced except upon a date on which all Outstanding Notes then payable from drawings under such Credit Facility are scheduled to mature. All Notes payable from drawings under a Credit Facility that is a direct pay letter of credit will be paid from drawings upon the applicable Credit Facility currently in effect and such Credit Facility will not be released until such draws are honored. -46- AEST OT 43) Final Drawing on Letter of Credit — Bayerische. Within 10 days after the Registrar receives written notice stating that an Event of Default has occurred under the Reimbursement Agreement — Bayerische and requesting that the Registrar make a final drawing under the Letter of Credit — Bayerische pursuant to a demand for payment in the form of Exhibit B thereto, the Registrar shall not issue any Notes payable from drawings under the Letter of Credit — Bayerische and shall draw on the Letter of Credit — Bayerische an amount equal to the principal of and accrued interest to maturity on all Notes Outstanding on the date of such final drawing and payable from the Letter of Credit — Bayerische. Section 3.06. Payment of Matured Notes. (a) So long as the Notes are held in book-entry form, the Registrar will pay the principal of and interest on matured Notes to DTC in accordance with the Letter of Representations and other applicable DTC procedures. Such payments shall be made from and to the extent that sufficient funds are available in the Note Payment Account for a given Series from the following sources in the following order of priority: i. amounts received from an applicable Drawing if the Credit Facility is a direct pay letter of credit; ii. and proceeds of sale of Notes of the same Series; and HR amounts received from the Port and/or from a Credit Facility that is not a direct pay letter of credit. The Registrar shall have no obligation to pay, at maturity, the amounts referred to in this Section 3.06 unless sufficient funds have been received by the Registrar. (b) The Registrar shall confirm in writing to a Designated Port Representative and to each Dealer by 3:00 p.m., New York City time, on each Business Day prior to a day on 47- eee 01/06/26 which Notes marketed by that Dealer mature (i) the aggregate principal amount of Notes marketed by that Dealer maturing on such day and the interest due thereon and (ii) the aggregate principal of and the interest to accrue to maturity on all Outstanding Notes marketed by that Dealer that mature after such day. (¢) The Port shall give the Dealer, the applicable Bank and the Registrar notice at least three Business Days prior to any date on which it wishes to increase or decrease the aggregate principal amount of Notes Outstanding. (d) In the event any Note is not presented for payment when the principal thereof becomes due, if funds sufficient to pay the principal and interest accrued thereon to such date shall have been made available to the Registrar for the benefit of the Owner thereof, the Registrar shall hold such principal and interest accrued thereon to such date without liability to the Noteowner for further interest thereon, for the benefit of the Owner of such Note, for a period of five years from the date such Note shall have become due, either at maturity or upon earlier redemption, and thereafter the Registrar shall remit said funds pursuant to the Uniform Unclaimed Property Act, RCW 63.29, as amended, or its successor. In the event the Uniform Unclaimed Property Act, as amended, or its successor, should require by law other action to be taken by the Registrar, then the Registrar shall comply with such law and this Section shall be deemed amended. After the payment pursuant to the Uniform Unclaimed Property Act as herein provided, the Registrar’s Tn. for payment to the Owner of such Note shall cease, terminate and be completely discharged and thereafter the Owner shall be restricted exclusively to his or her rights of recovery provided under the Uniform Unclaimed Property Act. If the Notes are in certificated form during the period prior to the date all such unclaimed moneys are transferred pursuant to the Uniform Unclaimed Property Act, the Registrar shall hold -48- eee As such amounts in cash as provided in the Agreement for Fiscal Agency Services, dated February 1, 1997, as amended, between the State of Washington and the Registrar. The Port shall remit any such earnings to the Registrar if required under the Uniform Unclaimed Property Act. Section 3.07. Bank Repayment Accounts. The Registrar shall establish a special account to be used by the Registrar for payments to each Bank with respect to drawings under its Credit Facility (each a “Bank Repayment Account”). Each Bank Repayment Account shall be held by the Registrar in trust for the benefit of the applicable Bank unless that Bank fails to honor a Drawing, in which case this account shall be held in trust for the benefit of the holders of the Notes to be paid from such Credit Facility. The Registrar shall give notice to the Port of any Note proceeds credited to a Bank Repayment Account pursuant to Section 3.08 hereof and shall promptly pay such amounts to the applicable Bank, provided that such Bank has not refused to honor a properly presented Drawing. The Port shall have no interest in any Bank Repayment Pall8 Section 3.08. Delivery and Application of Note Proceeds. No later than 3:00 p.m., New York City time, on the day that any Notes are issued hereunder, the Dealer I. such Notes shall deliver to the Registrar the proceeds of sale of such Notes in immediately available funds. The Registrar shall apply proceeds from the sale of each Series of Notes in the following order of priority: 6) First, to the extent of any deficiency therein, as a result of a failure by the Bank to honor a drawing under the Credit Facility, credited to the Note Payment Account for the payment of Notes of the same Series maturing on such date; i.[s B [Lev TT] (ii) Second, credited to the applicable Bank Repayment Account for the reimbursement of the Bank and satisfaction of the Port’s obligations under the applicable Reimbursement Note, except for the proceeds of Further Advance Notes which shall be paid to the Port; and (iii) Third, paid to the Port for deposit, as provided in Section 4.07 of this resolution. ARTICLE IV. PAYMENT OF NOTES; DISPOSITION OF NOTE PROCEEDS Section 4.01. Payment of Notes. (a) Subordinate Lien Note Fund. A special fund of the Port, to be designated the “Port of Seattle Subordinate Lien Note Fund (Commercial Paper)” (the “Subordinate Lien Note Fund”) is hereby authorized to be created in the office of the Treasurer of the Port for the purpose of paying and securing the payment of the Notes and the Reimbursement Notes. The Subordinate Lien Note Fund shall be0 held separate and apart from all other funds and accounts of the Port and shall be trust funds for the owners, from time to time, of the Notes and for the applicable Bank(s) with respect to each Reimbursement Note. At the option of the Designated Port Representative, the Port may establish separate subaccounts within the Subordinate Lien Note Fund for the purpose of paying separate Series of Notes and/or Reimbursement Notes. The Port hereby irrevocably obligates and binds itself for as long as any Note or any Reimbursement Note remains Outstanding to set aside and pay into the eT Fund from Available Revenue or money in the Revenue Fund, on or prior to the respective dates the same become due (and if such payment is made on the due date, such payment shall be made in immediately available funds): -50- Ie LRT (1) Such amounts as are required to pay the interest scheduled to become due on Outstanding Notes and Reimbursement Notes; and (2) Such amounts as are required to pay maturing principal of Outstanding Notes and Reimbursement Notes. (b) Priority of Use of Gross Revenue. The Port's Gross Revenue shall be deposited in the Revenue Fund as collected. The Revenue Fund shall be held separate and apart from all other funds and accounts of the Port, and the Gross Revenue deposited therein shall be used only for the following purposes and in the following order of priority: First, to pay Operating Expenses not paid from other sources; Second, to make all payments, including sinking fund payments, required to be made into the debt service account(s) within any redemption fund maintained for First Lien Bonds to pay the principal of and interest and premium, if any, on any First Lien Bonds; Third, to make all payments required to be made into any reserve account(s) maintained for First Lien Bonds to secure the payment of any First Lien Bonds; Fourth, to make all payments required to be made into any other revenue bond redemption fund and debt service account or reserve account created therein to pay and secure the payment of the principal of, premium, if any, and interest on any revenue bonds or other revenue obligations of the Port having liens upon the Net Revenues and the money in the Revenue Fund junior and inferior to the lien thereon for the payment of the principal of, premium, if any, and interest on any First Lien Bonds, but prior to the lien thereon of Subordinate Lien Parity Bonds; 3 PASC\SCOAS lL Fifth, to make payments necessary to be paid into any bond fund or debt service account created to pay the principal, interest and redemption premium, if any, coming due on Subordinate Lien Parity Bonds, including, but not limited to the Subordinate Lien Note Fund; Sixth, to make all payments required to be made into the reserve account(s) securing Subordinate Lien Parity Bonds; and Seventh, to make all payments required to bemade into the Repair and Renewal Fund under the terms of the Master Resolution, as the same may be amended from time to time, to maintain any required balance therein; and Eighth, to retire by redemption or purchase in the open market any outstanding revenue bonds or other revenue obligations of the Port as authorized in the various resolutions of the Commission authorizing their issuance or to make necessary additions, betterments, improvements and repairs to or extension and replacements of the Facilities, or any other lawful Port purposes. (c) Lien on Available Revenue. The Notes and Reimbursement Notes and the liens thereof created and established hereunder shall be obligations only of the Subordinate Lien Note Fund hereinbefore authorized to be created. The Notes and Reimbursement Notes shall be payable solely from and secured solely by Available Revenue, and by the proceeds of Notes, provided, however, that any Notes also may be payable from drawings under a Credit Facility pledged specifically to or provided for such Notes. Credit Facilities may be available to pay less than all the Outstanding principal balance of the Notes. Funds drawn under a Credit Facility shall be held separately and not invested. From and after the time of issuance and delivery of the Notes and so long thereafter as any Note or any Reimbursement Note remains Outstanding, the Port hereby irrevocably Ny eee I obligates and binds itself to set aside and pay into the Subordinate Lien Note Fund out of Available Revenue, on or prior to the date on which the interest on and principal of the Notes and Reimbursement Notes shall become due, the amount necessary to pay such principal and HGR Said amounts so pledged to be paid into the Subordinate Lien Note Fund are hereby declared to be a prior lien and charge upon the Gross Revenue superior to all other charges of any kind or nature whatsoever except for Operating Expenses and except for the lien on Gross Revenue of the Permitted Prior Lien Bonds and except that the amounts so pledged are of equal lien to the liens and charges on Gross Revenue of the Outstanding Subordinate Lien Bonds and to the lien and charge which may hereafter be made to pay and secure the payment of the principal of and interest on any Future Subordinate Lien Parity Bonds. The Notes and Reimbursement Notes shall not in any manner or to any extent constitute general obligations of the Port or of the State of Washington, or of any political subdivision of the State of Washington, and no tax revenues of the Port may be used to pay the principal of and interest on the Notes or Reimbursement Notes. (d) Reimbursement Note. The obligations of the Port under each Reimbursement Agreement may be evidenced by a “Reimbursement Note” issued by the Port thereunder. Each “Reimbursement Note” shall also be secured by the Subordinate Lien Note Fund (but not by moneys drawn under a Credit Facility), all in accordance with the applicable Reimbursement Agreement. The payment obligations of the Port represented by a Reimbursement Note, and subject to the dollar limitation set forth in Section 5.03(b) hereof shall be included in any computation of Debt Service; but only to the extent that such payment obligations are not otherwise included as Debt Service for Notes. XE [TeTC RT Section 4.02. Use of Moneys in the Subordinate Lien Note Fund and Moneys Drawn Under Credit Facilities. Money in the Subordinate Lien Note Fund shall be used solely for the payment of the principal of and interest on, the Notes and the Reimbursement Notes as the same shall become due and payable. Funds for the payment of the principal of and interest on the Notes shall be derived from the following sources in the order of priority indicated: (a) moneys drawn by the Registrar under a Credit Facility that is an irrevocable direct pay letter of credit, for the payment of the principal of or interest on the Notes secured by that Credit Facility; and (b) proceeds from the sale of other Notes of the same Series; and (c) payments made by the Port pursuant to Section 4.01 hereof and/or drawings under a Credit Facility that is not an irrevocable direct pay letter of credit. Each direct pay Credit Facility shall be the obligation of the Bank to pay to the Registrar, in accordance with the terms thereof, such amounts as shall be specified therein and available to be drawn thereunder for the timely payment of the principal of and interest on the Notes payable from drawings under that direct pay Credit Facility required to be made pursuant to, and in accordance with, the provisions of this resolution. Money drawn under each Credit Facility by the Registrar shall be held by the Registrar separate and apart and shall not be commingled with any Port funds. Such money shall not be invested. Each Credit Facility shall be reduced to the extent of any drawings thereunder and reinstated in accordance with the terms thereof. A Credit Facility may not be replaced except on a date on which all then outstanding Notes that are then payable from drawings under that Credit Facility are scheduled to mature. el: ETT Cy The Port may request an extension of the termination date of each Credit Facility or may provide for the delivery of an Altemmate Credit Facility prior to its expiration date. Section 4.03. Enforcement of Rights. The Registered Owner of each of the Notes, any Bank or a trustee for the Registered Owners of any of the Notes may by mandamus or other appropriate proceeding require the transfer and payment of money as directed in this resolution. Section 4.04. Permitted Prior Lien Bonds and Future Subordinate Lien Parity Bonds. (a) Permitted Prior Lien Bonds. As provided in the Master Resolution, the Port reserves the right to issue from time to time one or more series of First Lien Bonds by means of a ‘Series Resolution (as such term is defined and required under the Master Resolution) for any purpose of the Port now or hereafter permitted LY law, provided that the Port shall comply with the terms and conditions for the issuance of First Lien Bonds set forth in the Master Resolution. In addition, the Port also reserves the right to issue obligations payable from Net Revenues available after payment of the amounts described in paragraphs First through Third of Section 4.01(b) of this resolution, and having lien(s) on such Net Revenues prior to the lien of the Notes, the Outstanding Subordinate Lien Bonds and the Reimbursement Notes. Such obligations shall be subject to such terms, conditions and covenants set forth in their respective authorizing resolutions. (b) Future Subordinate Lien Parity Bonds - General Provisions. The Port hereby further covenants and agrees with the Bank and the Registered Owners of each of the Notes for as long as any of the same or any Reimbursement Notes remain Outstanding that it will not issue any Future Subordinate Lien Parity Bonds that constitute a charge and lien upon the Available Revenue equal to the lien thereon of the Notes or the Reimbursement Notes, unless, except for Future Subordinate Lien Parity Bonds issued for refunding purposes pursuant to subsection (c) Ne ERC [Rll below, (i) for as long as the Notes, the Reimbursement Notes or the Outstanding Subordinate Lien Bonds remain Outstanding, at the time of the issuance of such Future Subordinate Lien Parity Bonds the Port is not in default under this resolution, and (ii) either of the conditions (1) or (PL BEETSlh (1) Certificate Required. Unless the Port is able to meet the criteria set forth in (2) below, a certificate shall be filed with the Port and with each Bank (as described in this subsection (b) or subsection (c) below) demonstrating fulfillment of the Subordinate Lien Parity Test, (i) commencing with the first full fiscal year following the earlier of (A) the Date of Commercial Operation of the Facilities to be financed with the proceeds of the Future Subordinate Lien Parity Bonds or (B) the date on which any portion of interest on the Future Subordinate Lien Parity Bonds then being issued no longer will be paid from the proceeds of such Future Lien Parity Bonds, and (ii) for the following two fiscal years. A certificate may be delivered by the Port without a Consultant if the Available Revenue, based upon the financial statements of the Port for the Base Period, corroborated by the certified statements of the Division of Municipal Corporations of the State Auditor's office of the State of Washington, or any successor to the duties thereof, or by an independent certified public accounting firm for the Base Period, is sufficient such that the Subordinate Lien Parity Test will be fulfilled (A) commencing with the first full fiscal year following the earlier of (i) the date of Commercial Operation of the Facilities to be financed with the proceeds of the Future Subordinate Lien Parity Bonds as reasonably estimated by the Port, or (ii) the date on which any portion of interest on the Future Subordinate Lien Parity Bonds then being issued will not be paid from the proceeds of such Future Subordinate Lien Parity Bonds and (B) for the following -56- Ce Pa two fiscal years. Except as provided in the foregoing paragraphs, compliance with the coverage requirements of this 4.04(b) shall be demonstrated conclusively by a certificate of a Consultant. In making the computations of Available Revenue for the purpose of certifying compliance with the Subordinate Lien Parity Test, the Consultant shall use as a basis the Available Revenue for the Base Period. In making such computations the Consultant shall make such adjustments as he/she/it deems reasonable. (2) No Certificate Required. A certificate shall not be required as a condition to the issuance of Future Subordinate Lien Parity Bonds: (i) if the Future Subordinate Lien Parity Bonds are being issued for refunding purposes upon compliance with the provisions of subsection (c) of this section; or (ii) if the Future Subordinate Lien Parity Bonds are being issued to pay Costs of Construction of Facilities for which indebtedness has been issued previously and the principal amount of such indebtedness being issued for completion purposes does not exceed an amount equal to an aggregate of 15% of the principal amount of indebtedness theretofore issued for such Facilities and reasonably allocable to the Facilities to be completed as shown in a written certificate of the Designated Port Representative, and there is delivered a Consultant's certificate stating that the nature and purpose of such Facilities has not materially changed, each such certificate to be delivered to each of the Banks. (9) Future Subordinate Lien Parity Bonds For Refunding Purposes. The Port may issue Future Subordinate Lien Parity Bonds for refunding purposes, as follows: (1) Future Subordinate Lien Parity Bonds may be issued at any time for the purpose of refunding (including by purchase) Subordinate Lien Parity Bonds including the Notes and the Reimbursement Notes, including amounts to pay principal thereof and re ee Try redemption premium, if any, and interest thereon to the date of redemption (or purchase), any deposits to a reserve account or to acquire credit enhancement and the expenses of issuing the Future Subordinate Lien Parity Bonds to purchase or refund the same and of effecting such refunding upon delivery of a certificate as provided in subsection (b)(1) above. Such refunding Future Subordinate Lien Parity Bonds also may be issued without a certificate if the Maximum Annual Debt Service on all Subordinate Lien Parity Bonds to be outstanding after the issuance of the refunding Future Subordinate Lien Parity Bonds shall not be greater than the Maximum Annual Debt Service on the Subordinate Lien Parity Bonds which would have been outstanding were such refunding not to occur. (2) Future Subordinate Lien Parity Bonds may be issued at any time for the purpose of refunding (including by purchase) any other obligations of the Port having a lien on Available Revenue prior to the lien of the Notes, provided that such bonds are Permitted Prior Lien Bonds, including amounts to pay principal thereof and redemption premium, if any, and interest thereon to the date of redemption of such bonds (or purchase), any deposits to a reserve account or to acquire credit enhancement and the expenses of issuing the Future Subordinate Lien Parity Bonds to purchase or refund the same and of effecting such refunding without a certificate. (3) Future Subordinate Lien Parity Bonds may be issued for the purpose of refunding (including by purchase) at any time within one year prior to maturity any bonds or notes of the Port having a lien on Available Revenue on a parity with or prior to the lien of the Notes, provided that such bonds are Permitted Prior Lien Bonds or Subordinate Lien Parity Bonds, for the payment of which sufficient Available Revenue or other money are not available, without the requirement of a certificate pursuant to this section. Bl oe] 0106726 (d) Liens Subordinate to Subordinate Lien Parity Bonds. Nothing herein contained shall prevent the Port from issuing revenue bonds or other obligations which are a charge upon the Available Revenue junior or inferior to the payments required by this resolution to be made out of such Available Revenue to pay and secure the payment of any Subordinate Lien Parity Bonds including the Reimbursement Notes. Section 4.05. Covenants. The Port hereby makes the following covenants and agrees with the owners and holders of each of the Notes for as long as any of the same remain Outstanding and agrees with each Bank until such time as the applicable Reimbursement Note is no longer Outstanding and the applicable Credit Facility has been terminated. (a) Subordinate Lien Rate Covenant. The Port will at all times comply with the Subordinate Lien Rate Covenant. If the Available Revenue in any fiscal year is less than required to fulfill the Subordinate Lien Rate Covenant, then the Port will retain a Consultant to make recommendations as to operations and the revision of schedules of rentals, tariffs, rates, fees and charges; and upon receiving such recommendations or giving reasonable opportunity for such recommendations to be made, the Commission, on the basis of such recommendations and other available information, will establish rentals, tariffs, rates, fees and charges for services and operations which will be necessary to meet the Subordinate Lien Rate Covenant in the fiscal year during which such adjustments are made. If the Commission has taken the steps set forth in this paragraph and the Available Revenue in the fiscal year in which adjustments are made nevertheless is not sufficient to meet the Subordinate Lien Rate Covenant, there shall be no default under this Section 4.05(a) during such fiscal year, unless the Port fails to meet the Subordinate Lien Rate Covenant for two consecutive fiscal years. Ye CeCe Lal (b) Performance of Covenant. The Port will duly and punctually pay or cause to be paid out of the Subordinate Lien Bond Fund the principal of and interest on the Notes and the Reimbursement Notes at the times and places as provided in this resolution and in said Notes and the Reimbursement Notes provided and will at all timesA perform and observe any and all covenants, undertakings and provisions contained in this resolution, in the Notes and the Reimbursement Notes. (9) Maintenance ofFacilities. The Port will at all times keep and maintain or cause to be kept or maintained all of the Facilities in good repair, working order and condition and will at all times operate or cause to be operated the same and the business or businesses in connection therewith in an efficient manner and at a reasonable cost. (d) Sale or Condemnation ofProjects. In the event that any Project or portion thereof is sold by the Port or is condemned pursuant to the power of eminent domain, the Port will apply the net proceeds of such sale or condemnation to other Facilities or to the retirement of Permitted Prior Lien Bonds or Subordinate Lien Parity Bonds then Outstanding. (e) Insurance ofFacilities. The Port will keep or arrange to keep all Facilities insured, if such insurance is obtainable at reasonable rates and upon reasonable conditions, against such risks, in such amounts, and with such deductibles as the Commission or the Designated Port Representative shall deem necessary. 3) Insurance Against Port Liability. The Port will at all times keep or arrange to keep in full force and effect policies of public liabilities and property damage insurance which will protect the Port against anyone claiming damages of any kind or nature, if such insurance is obtainable at reasonable rates and upon reasonable conditions, in such amounts SI Te ere and with such deductibles as the Commission or the Designated Port Representative shall deem ISWREER (§3) Maintenance of Books and Records. The Port will keep and maintain proper books of account and accurate records of all of its revenue, including tax receipts, received from any source whatsoever, and of all costs of administration and maintenance and operation of all of its business that are in accordance with generally accepted accounting principles as in effect from time to time. On or before 120 days after each fiscal year the Port will prepare or cause to be prepared an operating statement of all of the business of the Port for such preceding fiscal year. Each such annual statement shall contain a statement in detail of the Gross Revenue, tax receipts, expenses of administration, expenses of normal operation, D405 HH of normal and extraordinary maintenance and repair, and expenditures for capital purposes of the Port for such fiscal year and shall contain a statement as of the end of such year showing the status of all funds and accounts of the Port pertaining to the operation of its business and the status of all of the funds and accounts created by various resolutions of the Commission authorizing the issuance of outstanding bonds and other obligations payable from the Gross Revenue. Copies of such statements shall be placed on file in the main office of the Port and shall be open to inspection at any reasonable time by the Bank and the owners of Subordinate Lien Parity Bonds. Section 4.06. Derivative Products. The following shall be conditions precedent to the use of any Derivative Product on a parity with Subordinate Lien Parity Bonds: (a) General Parity Tests. The Derivative Product must satisfy the requirements for Future Subordinate Lien Parity Bonds described in Sections 4.04 of this resolution. Cy Ene 01/06/26 (b) Opinion of Bond Counsel. The Port shall obtain an opinion of its Bond Counsel on the due authorization and execution of such Derivative Product opining that the action proposed to be taken by the Port is authorized or permitted by this resolution or the applicable provisions of any resolution authorizing Future Subordinate Lien Parity Bonds and is not prohibited by the resolutions that authorized the issuance of the Outstanding Subordinate Lien Bonds, as such resolutions may be amended or supplemented from time to time and will not adversely affect the exclusion from gross income for federal income tax purposes of the interest on any Subordinate Lien Parity Bonds then Outstanding. (c) Payments. Each Derivative Product shall set forth the manner in which the Port Payments and Reciprocal Payments are to be calculated and a schedule of Derivative 2:30:28 DEIR (d) Supplemental Agreements to Govern Derivative Products. Prior to entering into a Derivative Product, the Commission shall adopt a resolution, which shall: (¢)) create and establish a Derivative Product Account or provide for some other way to account for the use of a Derivative Product; establish general provisions for the retention of Net Revenues in amounts sufficient to make, when due, Port Payments; (2) establish general provisions for the rights of providers of Derivative Products or Derivative Facilities; and (€)) set forth such other matters as the Port deems necessary or desirable in connection with the management of Derivative Products as are not clearly inconsistent with the provisions of this resolution. Except as may be otherwise provided in the resolution establishing a Derivative Product Account, Future Subordinate Lien Parity Bonds may be delivered in connection with any -62- (RTT Tey Derivative Product. This resolution may be amended in the future to reflect the lien position and priority of any payments made in connection with a Derivative Product; provided, however, that no amendment shall be made which permits a payment under a Derivative Product to constitute a lien on Net Revenues superior to that of Subordinate Lien Parity Bonds (including the Reimbursement Notes) without the consent of each Bank unless such payment constitutes Permitted Prior Lien Bonds and, provided, further, that termination payments under Derivative Products may not attain a parity lien with Subordinate Lien Parity Bonds (including the Reimbursement Notes). Section 4.07. Disposition of Note Proceeds. (a) SeriesA Notes. The proceeds of the Series A Notes (other than proceeds of Series A Notes issued to refund other obligations under the 1997 Program or Series A Notes or to pay Reimbursement Notes) specified from time to time by the Designated Port Representative shall be paid into the Capital Fund-A (hereinafter authorized to be created). The Port or the Treasurer of the Port is hereby authorized and directed to create a special fund or account of the Port, designated as the “Port of Seattle Capital Fund, A” (the “Capital Fund-A”). The money on deposit in the Capital Fund-A shall be utilized to pay or reimburse the Port for the Costs of Construction of the Series A Projects and costs incidental thereto, and costs incurred in connection with the issuance and sale of the Series A Notes, to the extent designated by the Port. All or part of the proceeds of the Series A Notes may be temporarily invested in or with such institutions or in such obligations as may now or hereafter be permitted to port districts of the State of Washington by law which will mature prior to the date on which such money shall be needed. -63- [Be 01/06/26 In the event that it shall not be possible or practicable to accomplish all of the Series A Projects, the Port may apply the proceeds of the Series A Notes to pay the costs of such portion thereof or such other projects as the Commission shall determine to be in the best interests of the Port, subject to the limitations of Section 4.08 of this resolution. Any part of the proceeds of the Series A Notes remaining in the Capital Fund-A after all costs referred to in this section have been paid may be used to acquire, construct, equip and make other improvements to the Facilities of the Port subject to the limitations of Section 4.08 hereof or may be transferred to the Subordinate Lien Note Fund for the uses and purposes therein provided. (b) Series B Notes. The proceeds of the Series B Notes (other than proceeds of refunding Series B Notes or obligations issued under the 1997 Program or to pay Reimbursement Notes) designated by the Port representative from time to time shall be paid into the Capital Fund-B (hereinafter authorized to be created). The Port or the Treasurer of the Port is hereby authorized and directed to create a special fund or account of the Port, designated as the “Port of Seattle Capital Fund, B” (the “Capital Fund-B”). The money on deposit in the Capital Fund-B shall be utilized to pay or reimburse the Port for the Costs of Construction of the Series B Projects and costs incidental thereto, and costs incurred in connection with the issuance and sale of the Series B Notes, to the extent designated RUSS)8 All or part of the proceeds of the Series B Notes may be temporarily invested in or with such institutions or in such obligations as may now or hereafter be permitted to port districts of the State of Washington by law which will mature prior to the date on which such money shall be needed. NY. Cae CI In the event that it shall not be possible or practicable to accomplish all of the Series B Projects, the Port may apply the proceeds of the Series B Notes to pay the costs of such portion thereof or such other projects as the Commission shall determine to be in the best interests of the Port, subject to the limitations of Section 4.08 of this resolution. Any part of the proceeds of the Series B Notes remaining in the Capital Fund-B after all costs referred to in this section have been paid may be used to acquire, construct, equip and make other improvements to the Facilities of the Port subject to the limitations of Section 4.08 hereof or may be transferred to the Subordinate Lien Note Fund for the uses and purposes therein provided. (3) Series C Notes. The proceeds of the Series C Notes (other than the proceeds of refunding Series C Notes or obligations issued under the 1997 Program or to pay Reimbursement Notes) designated by the Designated Port Representative from time to time shall be paid into the Working Capital Fund-C (hereinafter authorized to be created). The Port or the Treasurer of the Port is hereby authorized and directed to create a special fund or account of the Port, designated as the “Port of Seattle Working Capital Fund, C” (the “Working Capital Fund-C”). The money on deposit in the Working Capital Fund-C shall be utilized to pay or reimburse the Port for the SeriesC Project (Working Capital) and costs incidental thereto, and costs incurred in connection with the issuance and sale of the Series C Notes, to the extent designated by the Port. All or part of the proceeds of the Series C Notes may be temporarily invested in or with such institutions or in such obligations as may now or hereafter be permitted to port districts of the State of Washington by law which will mature prior to the date on which such money shall be needed. NE TO La In the event that it shall not be possible or practicable to accomplish all of the Series C Projects, the Port may apply the proceeds of the Series C Notes to pay the costs of such portion thereof or such other projects as the Commission shall determine to be in the best interests of the Port, subject to the limitations of Section 4.08 of this resolution. Any part of the proceeds of the Series C Notes remaining in the Working Capital Fund-C after all costs referred to in this section have been paid may be used to acquire, construct, equip and make other improvements to the Facilities of the Port subject to the limitations of Section 4.08 hereof or may be transferred to the Subordinate Lien Note Fund for the uses and purposes therein provided. (d) Series D Notes. The proceeds of the Series D Notes (other than the proceeds of the refunding Series D Notes or the proceeds used to pay the Reimbursement Note) shall be deposited in any fund of the Port and may be used for any lawful expenditure. Section 4.08. TaxCovenants. (6) Tax Covenant. The Commission covenants to undertake all actions required to maintain the tax-exempt status of interest on the Series A Notes, Series B Notes and Series C Notes under the Code. (b) No Bank Qualification. The Notes are not qualified tax-exempt obligations pursuant to Section 265(b) of the Code for investment by financial institutions. Section 4.09. Defaults and Remedies. The Port hereby finds and determines that the failure or refusal of the Port or any of its officers to perform the covenants and obligations of this resolution will endanger the operation of the Facilities and the application of Gross Revenue and such other money, funds and securities to the purposes herein set forth. Any one or more of the following shall constitute a Default with respect to the Notes: NE [ee Er (a) The Port shall fail to make payment of the principal of any Note or a Reimbursement Note when the same shall become due and payable; (b) The Port shall fail to make payments of any installment of interest on any Note or a Reimbursement Note when the same shall become due and payable; (c) The Port shall default in the observance or performance of any other covenants, conditions, or agreements on the part of the Port contained in this resolution, and such default shall have continued for a period of 90 days. Upon the occurrence and continuation of a Default with respectto a Note payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit, the issuer of such Credit Facility shall be entitled to exercise, on behalf of the Registered Owners of the Notes payable from drawings under such Credit Facility, any of the remedies provided under this section and, for as long as the Bank is not in default of its NATE under such Credit Facility, the Bank shall be the only party entitled to exercise the remedies with respect to such Notes as provided under this section. There shall be no waiver of a Default hereunder with respect to the Notes that are payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit unless the Registrar shall be assured that such Credit Facility has been fully reinstated. Subject to provisions of the preceding paragraph, upon the occurrence of a Default with respect to the Notes and so long as such Default shall not have been remedied, a Registered Owners’ Trustee may be appointed for the Notes by the owners of 51% in principal amount of the Outstanding Notes by an instrument or concurrent instruments in writing signed and acknowledged by such Registered Owners or by their attorneys-in-fact duly authorized and delivered to such Registered Owners’ Trustee, notification thereof being given to the Port. Any -67- UY (RT Registered Owners’ Trustee appointed under the provisions of this Section shall be a bank or trust company organized under the laws of a state or a national banking association. The fees and expenses of a Registered Owners’ Trustee shall be borne by the Registered Owners and not by the Port. The bank or trust company acting as a Registered Owners’ Trustee may be removed at any time, and a successor Registered Owners’ Trustee may be appointed by the owners of a majority in principal amount of the Notes Outstanding, by an instrument or concurrent instruments in writing signed and acknowledged by such Registered Owners or by their attorneys-in-fact duly authorized. The Registered Owners’ Trustee appointed in the manner herein provided, and each successor thereto, is hereby declared to - a trustee for the owners of all the Notes for which such appointment is made and is empowered to exercise all the rights and powers herein conferred on the Registered Owners’ Trustee. A Registered Owners’ Trustee may upon the happening of a Default and during the continuation thereof, take such steps and institute such suits, ERD ERO RUUD oSSn TCRLB own name, or as trustee, all as it may deem appropriate for the protection and enforcement of the rights of Registered Owners to collect any amounts due and owing the Port, or to obtain other appropriate relief, and may FER the specific performance of any covenant, agreement or condition contained in this resolution. Any action, suit or other proceedings instituted by a Registered Owners’ Trustee hereunder shall be brought in its name as trustee for the Registered Owners and all such rights of action upon or under any of the Notes or the provisions of this resolution may be enforced by a Registered Owners’ Trustee without the possession of any of said Notes, and without the production of the same at any trial or proceedings relating thereto except where otherwise -68- Ente eT] required by law, and the respective owners of said Notes by taking and holding the same, shall be conclusively deemed irrevocably to appoint a Registered Owners’ Trustee the true and lawful trustee to the respective owners of said Notes, with authority to institute any such action, suit or proceeding; to receive as trustee and deposit in trust any sums that become distributable on account of said Notes; to execute any paper or documents for the receipt of such moneys, and to do all acts with respect thereto that the Registered Owner himself might have done in person. Nothing herein contained shall be deemed to authorize or empower any Registered Owners’ Trustee to consent toPrant or adopt, on behalf of any owner of said Notes, any plan of reorganization or adjustment affecting the said Notes or any right of any owner thereof, or to authorize or empower the Registered Owners’ Trustee to vote the claims of the owners thereof in “any receivership, insolvency, liquidation, bankruptcy, reorganization or other proceeding to which the Port shall be a party. No owner of any one or more of the Notes shall have any right to institute any action, suit or proceedings at law or in equity for the enforcement of the same, unless Default shall have happened and be continuing, and unless no Registered Owners’ Trustee has been appointed as herein provided, but any remedy herein authorized to be exercised by a Registered Owners’ Trustee may be exercised individually by any Registered Owner, in his own name and on his own behalf or for the benefit of all Registered Owners, in the event no Registered Owners’ Trustee has been appointed, or with the consent of the Registered Owners’ Trustee if such Registered Owners’ Trustee has been appointed; provided however, that nothing in this resolution or in the Notes shall affect or impair the obligation of the Port which is absolute and unconditional, to pay from Available Revenue the principal of and interest on said Notes to the NE PASC\SCOAS rr respective owners thereof at the respective due dates therein specified, or affect or impair the right of action, which is absolute and unconditional, of such owners to enforce such payments. The remedies herein conferred upon or reserved to the owners of the Notes and to a Registered Owners’ Trustee are not intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute. The privileges herein granted shall be exercised from time to time and continued so long as and as often as the occasion therefor may arise and no waiver of any default hereunder, whether by a Registered Owners’ Trustee or by the owners of Notes, shall extend to or shall affect any subsequent default or shall impair any rights or remedies consequent thereon. No delay or omission of the Registered Owners or of a Registered Owners’ Trustee to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default or acquiescence therein. Upon any such waiver, such Default shall cease to exist, and any Default arising therefrom shall be deemed to have been cured, for every purpose of this resolution; but no such EATS shall extend to any subsequent or other default or impair any right consequent thereon. If the Port has received a default notice from a Bank in the form set forth in the Credit Facility, the Port shall notify each Dealer and shall cease issuing Notes payable from drawings under the Credit Facility of such Bank and shall not instruct the Registrar to authenticate any additional Notes payable from drawings under that Credit Facility. Upon receipt of a default notice, the Registrar shall notify the Dealer and shall not authenticate and deliver any further Notes payable from drawings under that Credit Facility. [IE CeCe Cre Section 4.10. Compliance with Parity Conditions. The Commission hereby finds and determines as required by Section 5.04 of Resolution No. 3238, as amended, Section 4.04 of Resolution No. 3255, as amended, Section 18 of Resolution No. 3276, as amended, and Section 5.10 of Resolution No. 3354 (the “Subordinate Lien Resolutions”) as follows: First: The Port is not and will not be in default at the time of issuance of the Notes of its obligations under the Subordinate Lien Resolutions; and Second: This Commission has been assured that prior to the Issue Date, it will have on hand a certificate from the Designated Port Representative (prepared as prescribed in the Subordinate Lien Resolutions) demonstrating fulfillment of the Subordinate Lien Parity Test, commencing on the first full fiscal year following the earlier of (1) the Date of Commercial Operation of the Projects being funded with the Notes or (2) the date on which any portion of interest on the Notes no longer will be J. from the proceeds thereof and for the following two fiscal years. The Subordinate Lien Parity Test shall take into account Debt Service with respect to the Notes, excluding those Notes that will be issued to refund obligations issued under the 1997 Program outstanding as of the Issue Date. The limitations contained in the conditions provided in the Subordinate Lien Resolutions having been complied with, the payments required herein to be made out of the Available Revenue to pay and secure the payment of the principal of and interest on the Notes and the Reimbursement Notes shall constitute a lien and charge upon such Available Revenue equal in rank to the lien and charge thereon of the Outstanding Subordinate Lien Bonds. -71- (2C Ee LT ARTICLE V. THE DEALER; THE REGISTRAR; SALE OF NOTES; EXECUTION OF AGREEMENTS Section 5.01. Appointment of Dealer. Lehman Brothers Inc. is appointed as the initial Dealer for the Notes. The Designated Port Representative is hereby authorized to enter into one or more dealer agreements with respect to the rights, duties and obligations of the initial Dealer and any other Dealer for the Notes. Additional or altemate Dealers may be appointed by the Designated Port Representative. The Dealer may at any time resign and be discharged of the duties and obligations created by this resolution by giving the notice set forth in the Dealer Agreement(s). The Dealer may be removed upon notice set forth in the Dealer Agreement at the direction of the Designated Port Representative, by written notice to the Dealer, each Bank issuing a Credit Facility and the Registrar. Any successor Dealer shall be authorized by law to perform all the duties set forth in this resolution. Section 5.02. Additional Duties of Registrar. The Registrar shall perform the duties specified hereunder consistent with the terms of the Fiscal Agency Agreement and this resolution. Section 5.03. Reimbursement Agreement. (a) The Port hereby approves the terms of and is hereby authorized to execute, deliver and perform the Reimbursement Agreement—Bayerische. The terms of the Reimbursement Agreement—Bank of America, in its original form, including the first amendment thereto, substantially in the form presented to this Commission, are hereby ratified, confirmed and approved by this Commission. (b) The Designated Port Representative is hereby authorized and directed to execute and deliver the Reimbursement Agreement-Bayerische and a Reimbursement Note to Bayerische Landesbank Girozentrale, acting through its New York Branch to evidence the Port's obligations to reimburse said Bank for drawings made under the Letter of Credit-Bayerische. The Reimbursement Note delivered to Bayerische Landesbank Girozentrale, shall bear interest, shall mature and shall otherwise have the terms and conditions set forth in the Reimbursement Agreement—Bayerische. The Designated Port Representative is hereby authorized and directed to execute and deliver the first amendment to Reimbursement Agreement-Bank of America and a Reimbursement Note to Bank of America, N.A. to confirm the Port’s obligations to reimburse said Bank for drawings made under the Letter of Credit-Bank of America. The Reimbursement Note delivered to Bank of America, N.A. shall bear interest, shall mature and shall otherwise have the terms and conditions set forth in the Reimbursement Agreement—Bank of America. (c) The terms of any agreement authorizing a Credit Facility shall be subject to the prior approval of the Commission, and such approval shall not constitute an amendment of this resolution. Section 5.04. Approval of Financing Documents. The Commission finds that entering into the Dealer Agreement(s) and the Reimbursement Agreements are in the Port's best interest. The Commission therefore authorizes the execution of those documents and of the Offering Memoranda by the Designated Port Representative (with such changes to those documents as may be approved by the Designated Port Representative and are consistent with this resolution) and the performance by the Port of its obligations thereunder. NEE IeCeT pr Section 5.05. Specific Authorizations. The Designated Port Representative may, in his or her discretion, without further action by the Commission, negotiate extensions of the stated expiration date of any Credit Facility, and execute documents necessary to effect such changes. ARTICLE VL MISCELLANEOUS Section 6.01. Contract; Severability. The covenants in this resolution and in the Notes shall constitute a contract among the Port, the Registrar, the Banks and the Registered Owner of each and every Note. If any one or more of the covenants or agreements provided in this resolution to be performed on the part of the Port shall be declared by any court of competent jurisdiction and final appeal (if any appeal be taken) to be contrary to law, then such covenant or covenants, agreement or agreements, shall be null and void and shall be deemed separable from the remaining covenants and agreements in this resolution and shall in no way affect the validity of the other provisions of this resolution or of the Notes. Section 6.02. Notice. Any notice required to be given hereunder by mail to the Registered Owners shall be given by mailing a copy of such notice, first class postage prepaid, to 11 IR Owners of all the Notes at their addresses appearing in the Note Register. Section 6.03. References to Bank. Notwithstanding any provisions contained herein to the contrary, after the expiration or termination of any Credit Facility and after all obligations owed to the applicable Bank pursuant to the applicable Reimbursement Agreement and Reimbursement Note have been paid in full or discharged, all references to such Bank and such Credit Facility contained herein shall be null and void and of no further force and effect. The Registrar shall not have any lien on moneys received under any Credit Facility for payment of its fees and expenses, and the Registrar shall not seek indemnity as a condition to making a drawing under any Credit Facility, making payments to then Registered Owners of Notes. -74- PASC\SCOAS Ler Section 6.04. Notices. All written notices to be given hereunder to any Notice Party or any Rating Agency shall be given by first-class mail, postage prepaid to the party or parties entitled thereto at the address set forth below, or at such other address as may be provided to the other parties hereinafter listed in writing from time to time, namely: The Port: JOE |SS 2711 Alaskan Way P. O. Box 1209 Seattle, Washington 98111 Attention: Chief Financial Officer Telephone: (206) 728-3207 Telefax (206) 728-3205 NRE EH Bank of America, N.A. Public Sector Banking 800 Fifth Avenue, Floor 34 P.O. Box 34662 Seattle, Washington 98104-1662 Attention: Mr. Alex Johnston, Vice President Telephone: (206) 358-8938 YSEEE (206) 358-8818 Bayerische Landesbank Girozentrale, Acting Through Its New York Branch ILRI GT, 560 Lexington Avenue New York, New York 10022 FNS To) B Mr. Scott Allison Facsimile: 212-212-9114 BES(ETH 212-310-9869 NRE Lehman Brothers Inc. Columbia Center, Suite 7101 701 Fifth Avenue Seattle, Washington 98104 Telephone: (206) 344-5838 Telefax: (PYRE) -75- PASC\SCOAS LT Lehman Brothers Inc. Three World Financial Center, 9" Floor New York, New York 10285 Attention: Short Term Municipal Trading Desk/Underwriting Telephone: (212) 528-1015 Telefax: (212) 526-1226 Registrar: The Bank of New York 101 Barclay Street, 8W New York, New York 10286 Attention: Corporate Trust Registrar Administration Telephone: (212) 815-5466 FOES (212) 815-5393 Moody’s: Moody’s Investors Service, Inc. PERS 0 ITT New York, New York 10007 Attention: Structural Finance/LLOC Group S&P: Standard & Poor’s Ratings Services, a Division of the McGraw Hill Companies 55 Water Street New York, New York 10041 Attention: Manager, Public Finance Department Fitch: Fitch, Inc. One State Street Plaza, 28" Floor New York, New York 10004 Attention: Public Finance Section 6.05. Notices to Rating Agencies. The Port shall give immediate notice to each Rating Agency then maintaining a rating on the Notes in the event: (a) A Dealer or the Registrar resigns or is replaced, (b) This resolution is amended or supplemented; (c) An Alternate Credit Facility is provided; (d) There has been a termination of the Note program; or (2 A Dealer Agreement, a Reimbursement Agreement or a Credit Facility is amended, supplemented, extended, terminated or expired or replaced. SS eee ) Section 6.06. Amendments Without Registered Owners” Consent. This resolution may be amended or supplemented from time to time, without the consent of the Registered Owners by a Supplemental Resolution adopted by the Commission for one or more of the following purposes: (a) to add additional covenants of the Commission or to surrender any right or power herein conferred upon the Port; or (b) to cure any ambiguity or to cure, correct or supplement any defective (whether because of any inconsistency with any other provision hereof or otherwise) provision of this resolution in such manner as shall not be inconsistent with this resolution or to make any other provisions with respect to matters or questions arising under this resolution, provided such action shall not impair the security hereof or adversely affect the interests of the Registered Owners; or (c) to provide or modify procedures permitting Registered Owners to utilize a certificated system of registration for Notes; or (d) to modify, alter, amend, supplement or restate this resolution in any and all respects necessary, desirable or appropriate in connection with the delivery of a Credit Facility, so long as such amendment or supplement does not adversely affect the security for any Outstanding Notes or Reimbursement Notes; or ()] to modify, alter, amend, supplement or restate this resolution in any and all respects necessary, desirable or appropriate in order to satisfy the requirements of any Rating Agency which may from time to time provide a rating on the Notes, or in order to obtain or retain such rating on the Notes as is deemed necessary by the Port; or ~17- (ZC LTeTT (1 43) for any purpose, if such amendment becomes effective only on a date on which all Notes are scheduled to mature. Section 6.07. Amendments With Registered Owners Consent. This resolution may be amended from time to time by a Supplemental Resolution approved by the Registered Owners of a majority in aggregate principal amount of the Notes then Outstanding; provided, that (a) no Cult shall be made which affects the rights of some but fewer than all of the Registered Owners of the Outstanding Notes without the consent of the Registered Owners of a majority in aggregate principal amount of the Notes so affected, and (b) except as expressly authorized hereunder, no amendment which alters the interest rates on any Notes, the maturity date or Interest Payment Dates of any Notes without the consent of the Registered Owners of all Outstanding Notes affected thereby. Section 6.08. Amendments With Bank's Consent; Consent of Issuers of Credit Facility. Notwithstanding anything herein to the contrary, any amendment or supplement to this resolution shall require the prior written consent of each Bank. If Notes are payable from a Credit Facility that is an irrevocable direct pay letter of credit, the issuer of such Credit Facility shall be considered to be the Registered Owner of such Notes for purposes of granting any consent to an amendment or supplement pursuant to Section 6.07 hereof except for amendments that alter the interest rates on any Notes, the maturity date or Interest Payment Dates of any Notes. Section 6.09. Immediate Effect. This resolution shall take effect immediately upon its adoption. EE ECCT Perr ADOPTED by the Port Commission of the Port of Seattle at a meeting thereof, held this Pha[EVR TV 2001, and duly authenticated in open session by the signatures of the commissioners voting in favor thereof and the seal of the commission duly affixed. PORT OF SEATTLE, WASHINGTON CLARE NORDQUIST CIERRA PATRICIA DAVIS JACK BLOCK PAIGE MILLER Commissioners Sy[+ PASC\SCOAS LL EXHIBIT A-1. DESCRIPTION OF SERIES B PROJECTS (1) Property acquisition, construction and improvements at Terminal 18, 2400 to 2900 11th Ave. S.W., Seattle, WA 98134, which include, but are not limited to, environmental clean-up, acquisition of new container cranes, replacement, repair and upgrade of existing cranes, dredging, apron upgrades, access improvements, preliminary planning and terminal construction at either the existing facility or the new expansion area. The land will be owned by the Port of Seattle and, through operating leases, the Terminal will be operated by Stevedoring Services of America. (2) Expansion, environmental clean-up, dredging, property acquisition and development, yard and building construction and improvements, access road construction, apron construction and improvements and crane acquisition, repair and upgrades at Terminals 37-46, 401-1201 Alaskan Way, Seattle, WA 98134. Terminals 37-46 are owned by the Port and operated by the Port and its tenants. (3) Expansion, repairs, environmental clean-up and mitigation; dredging, property acquisition and development; improvement, replacement and construction of terminal infrastructure, equipment and facilities; traffic mitigation, repair, demolition of some existing facilities; crane acquisition, repair and upgrades at Terminal 25-30, 2715-3225 East Marginal Way, Seattle, WA 98134, which is owned by the Port and operated by the Port and its tenants. (4) Completion of expansion, improvements and repair to Terminal 5, 3200 West Marginal Way, Seattle, WA 98106, including but not limited to dredging, rail access, environmental clean up, acquisition, improvements, construction, container crane acquisition, repair and upgrades. Terminal 5 is owned by the Port of Seattle and operated by APL Limited. 5) Improvements to Terminal 91, 2001 W, Garfield St. Seattle, WA 98119, including but not limited to property acquisition, access improvements, tenant relocation, berth and apron replacement and upgrade, infrastructure improvements including electrical, storm, sanitary and water system upgrades, building additions, replacement and improvements to tenant facilities. Terminal 91 is owned by the Port and operated by the Port and its tenants. (6) Acquisition, repair, replacement and construction of docks, yard, buildings, equipment and infrastructure including a warehouse management system at Terminal 106, 7 South Nevada Street, Seattle, WA 98134. Terminal 106 is owned by the Port and operated by the Port and its tenants. (7) Improvement to Terminal 115, 6020 to 6730 W. Marginal Way S.W,, Seattle, WA 98106, including but not limited to acquisition, infrastructure improvements and yard redevelopment. Terminal 115 is owned by the Port and operated by the Port and its tenants. (8) Repair and replacement of timber docks, infrastructure improvements, and facility construction and improvements, including but not limited to Pier 16, 1124 S.W. Massachusetts St., Seattle, WA 98134; Pier 17, 1102 S.W. Massachusetts St., Seattle, WA 98134; Pier 48, 101 Alaskan Avenue, Seattle, WA 98104. These properties are owned by the Port and operated by the Port and its tenants. (9) Repair and replacement of sewage treatment infrastructure for vessels, and office and property renovations and replacements, at Terminal 102, 1001 S.W. Klickitat Way, Seattle, WA 98134. Terminal 102 is owned by the Port and operated by the Port and its tenants. (10) Property acquisition, repair and replacement of infrastructure, docks, seawall and facilities at Fisherman’s Terminal, 1735 West Thurman Avenue, Seattle, WA 98119. Fisherman’s Terminal is owned by the Port and operated by the Port and its tenants. (11) Dock restoration, repair and replacement and other improvements and repairs to docks, infrastructure, buildings and yard, and uplands site development at Shilshole Bay Marina, 7001 Seaview Ave. N.W., Seattle, WA 98107, which is owned and operated by the Port. (12) Construction, improvements and equipment acquisition at Pier 66, 2201 Alaskan Way, Seattle, WA 98121, and improvements at Pier 69, 2711 Alaskan Way, Seattle, WA 98121. Pier 66 and Pier 69 are owned by the Port and operated by the Port and its tenants. (13) Transportation improvement projects under “FAST corridor initiative” including but not limited to design and engineering of ramps, overpasses and rail improvements for the Auburn grade separation, Tukwila South 180™ St. grade separation, Access Duwamish, East Marginal Way Overpass, Spokane St. Viaduct, and SR-519 Intermodal projects. (14) Acquisition and development of systems and equipment necessary for an E-Commerce initiative or other technology systems, including but not limited to an assessment of the Port’s current technology infrastructure, purchases of needed hardware and software; development and implementation of eBusiness applications and systems for the facilitation of all internal and extemal Port processes, to be owned and used by the Port of Seattle or its customers. (15) Runway, taxiway, apron and safety areas construction, repairs and improvements; airfield infrastructure repairs and improvements, lighting improvement upgrades, and security system upgrade; construction of cargo hardstands and aircraft parking positions, warehouse building construction; noise mitigation, FAA tower construction, maintenance facility replacement, fire station and fire training facility relocation, environmental mitigation, navigation aids and other airfield improvements; Airport Terminal construction, repairs, improvements, upgrades and expansion including, but not limited to, passenger conveyance system repair and replacement, gate reconfiguration, baggage system improvements, equipment acquisition and improvements, art exhibition, police department consolidation and relocation; on-Airport infrastructure construction, repairs and improvements, including, but not limited to, communication system replacement, electrical, mechanical, HVAC, information systems, water, sewer, and wastewater infrastructure repair and replacement, hazardous materials abatement, parking, recreational trail, roadway and ground transportation facilities construction and improvements; planning work relating to future facilities north and south of the Airport; equipment, property, building and leasehold acquisition related to airport maintenance and A-2 PASC\SCOAS LT expansion at Seattle-Tacoma Intemational Airport, 17801 Pacific Highway South, Seatac, WA 98158, which is owned and operated by the Port. (16) Acquisition and construction (including all planning, architecture and engineering expenses) of a Fuel Hydrant System and related storage facilities for refueling aircraft at the Seattle-Tacoma Intemational Airport, 17801 Pacific Highway South, Seatac, WA 98158. (17) Property acquisition and construction (including all planning, architecture and engineering expenses) of a rental car facility including access and infrastructure improvements at or near the Seattle-Tacoma International Airport, 17801 Pacific Highway South, Seatac, WA pL RT2 (18) Acquisition of street rights-of-way in the vicinity of the Airport and property acquisitions for Airport expansion adjacent or near to the Seattle-Tacoma International Airport, 17801 Pacific Highway South, Seatac, WA 98158. Po ee 01/06/26 CERTIFICATE I, the undersigned, Chief Financial Officer of the Port of Seattle (the “Port”), DO HEREBY CERTIFY: | That the attached Resolution No. 3456, as amended, (the “Resolution”) is a true and correct copy of a resolution of the Port as adopted at an open public meeting of the Port Commission and duly recorded in my office. v4 That said meeting was duly convened and held in all respects in accordance with law; and to the extent required by law, due and proper notice of such meeting was given; that a quorum was present throughout the meeting and a legally sufficient number of members of the Port Commission voted in the proper manner for the passage of the Resolution; that all other requirements and proceedings incident to the proper passage of the Resolution have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate. 3. That the Resolution has not been amended, superseded or repealed since its PRL iT and remains in full and force and effect. IN WITNESS WHEREOF, 1 have hereunto set my hand this 28th day ofJune, 2001. RY LTT Chief Financial Officer Port of Seattle LAL{eClel [TCT]
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