6c reso
PORT OF SEATTLE
______________________________________
RESOLUTION NO. 3676
A RESOLUTION of the Port Commission of the Port of Seattle, authorizing
the sale and issuance of limited tax general obligation refunding bonds of
the Port in the aggregate principal amount of not to exceed $115,000,000;
and authorizing a Designated Port Representative to approve certain
matters relating to the bonds including the manner of sale of the bonds;
approval of the bid offering, acceptance of bids for the bonds (if the GO
refunding bonds are sold by competitive sale) or a purchase contract (if the
bonds are sold by negotiated sale), execution of all documents and actions
necessary to sell and deliver the bonds, preparation and dissemination of a
preliminary official statement and final official statement; appointing an
escrow agent and authorizing the execution of an escrow agreement; and
providing for continuing disclosure.
ADOPTED: __________, 2013
Prepared by:
K&L GATES LLP
Seattle, Washington
PORT OF SEATTLE
RESOLUTION NO. 3676
TABLE OF CONTENTS*
Page
Section 1. Definitions............................................................................................................. 5
Section 2. Authorization and Description of Bonds ............................................................ 10
Section 3. Redemption ......................................................................................................... 11
Section 4. Registration, Exchange and Payments ................................................................ 14
Section 5. Bond Fund ........................................................................................................... 19
Section 6. Defeasance .......................................................................................................... 20
Section 7. Tax Covenants .................................................................................................... 20
Section 8. Lost, Stolen or Destroyed Bonds ........................................................................ 21
Section 9. Form of Bonds and Registration Certificate ....................................................... 21
Section 10. Execution ............................................................................................................ 24
Section 11. Ongoing Disclosure............................................................................................. 25
Section 12. Sale of Bonds ...................................................................................................... 25
Section 13. Application of Bond Proceeds ............................................................................ 29
Section 14. Redemption of Refunded Bonds ......................................................................... 30
Section 15. Severability ......................................................................................................... 32
Section 16. Effective Date ..................................................................................................... 32
Exhibit A Form of Escrow Agreement
Exhibit B Form of Costs of Issuance Agreement
* This Table of Contents and the Cover Page are for convenience of reference and are not
intended to be a part of this resolution.
RESOLUTION NO. 3676
A RESOLUTION of the Port Commission of the Port of Seattle, authorizing
the sale and issuance of limited tax general obligation refunding bonds of
the Port in the aggregate principal amount of not to exceed $115,000,000;
and authorizing a Designated Port Representative to approve certain
matters relating to the bonds including the manner of sale of the bonds;
approval of the bid offering, acceptance of bids for the bonds (if the GO
refunding bonds are sold by competitive sale) or a purchase contract (if the
bonds are sold by negotiated sale), execution of all documents and actions
necessary to sell and deliver the bonds, preparation and dissemination of a
preliminary official statement and final official statement; appointing an
escrow agent and authorizing the execution of an escrow agreement; and
providing for continuing disclosure.
WHEREAS, the Port of Seattle (the "Port"), a municipal corporation of the State of
Washington, owns and operates a system of marine terminals and properties and Seattle-Tacoma
International Airport; and
WHEREAS, the Port is authorized by RCW 53.36.030 and ch. 39.46 to issue general
obligation bonds payable from, inter alia, regular tax levies of the Port; and
WHEREAS, the Port has issued its Limited Tax General Obligation Bonds, Series 2004A
(Non-AMT) under date of February 12, 2004, pursuant to Resolution No. 3521, as amended (the
"2004 Bond Resolution") in the original principal amount of $32,510,000 which remain
outstanding, as follows:
Maturity Year Principal Interest
(November 1) Amounts Rates
2021 $ 7,870,000 5.00%
2022 12,020,000 5.00
2023 12,620,000 4.50
(the "2004A Bonds"); and
WHEREAS, the 2004A Bonds are subject to redemption at the option of the Port on and
after November 1, 2013 in whole or in part, and if in part, with maturities to be selected by the
Port at the price of par, plus accrued interest to the date fixed for redemption; and
WHEREAS, the Port has issued its Limited Tax General Obligation Bonds, Series 2004B
(AMT) dated February 12, 2004, pursuant to the 2004 Bond Resolution in the original principal
amount $134,970,000 which remain outstanding, as follows:
Maturity Year Principal Interest
(November 1) Amounts Rates
2013 $ 7,760,000 5.25%
2014 8,170,000 5.00
2015 8,580,000 5.00
2016 9,005,000 5.00
2017 9,455,000 5.00
2018 9,930,000 5.00
2019 10,425,000 5.00
2020 10,945,000 4.50
2021 3,830,000 4.50
(the "2004B Bonds"); and
WHEREAS, the 2004B Bonds maturing on and after November 1, 2014 (the "2004B
Candidates") are subject to redemption at the option of the Port on and after November 1, 2013
in whole or in part, and if in part, with maturities to be selected by the Port at the price of par,
plus accrued interest to the date fixed for redemption; and
WHEREAS, the Port has issued its Limited Tax General Obligation Refunding Bonds,
Series 2004C (AMT) under date of February 12, 2004, pursuant to the 2004 Bond Resolution in
the original principal amount of $131,330,000 which remain outstanding, as follows:
-2-
P:\20287_CMW\20287_9Z5 2/27/13
Maturity Year Principal Interest
(November 1) Amounts Rates
2013 $ 13,405,000 5.25%
2014 14,110,000 5.00
2015 2,830,000 5.25
2016 2,980,000 5.25
2017 3,135,000 5.25
2018 3,300,000 5.25
2019 3,470,000 5.25
(the "2004C Bonds"); and
WHEREAS, the 2004C Bonds are not subject to optional redemption prior to their
maturities; and
WHEREAS, after due consideration the Port has determined to defease portions of each
maturity of the outstanding 2004C Bonds:
Maturity Year Principal Interest
(November 1) Amounts Rates
2013 $ 255,000 5.25%
2014 265,000 5.00
2015 55,000 5.25
2016 55,000 5.25
2017 60,000 5.25
2018 65,000 5.25
2019 65,000 5.25
(the "2004C Candidates"); and
WHEREAS, the Port has issued its Limited Tax General Obligation Refunding Bonds,
Series 2011 (AMT) under date of February 23, 2011, pursuant to pursuant to Resolution
No. 3648 (the "2011 Bond Resolution") in the original principal amount of $74,000,000 which
remain outstanding, as follows:
-3-
P:\20287_CMW\20287_9Z5 2/27/13
Maturity Year Principal Interest
(December 1) Amounts Rates
2013 $ 3,785,000 4.00%
2014 3,935,000 5.00
2015 4,130,000 5.00
2016 4,335,000 5.00
2017 4,555,000 5.25
2018 4,795,000 5.25
2019 5,045,000 5.25
2020 5,305,000 5.25
2021 5,590,000 5.25
2022 5,880,000 5.50
2023 6,210,000 5.50
2024 6,550,000 5.75
2025 6,920,000 5.75
(the "2011 Bonds"); and
WHEREAS, the 2011 Bonds maturing on and after December 1, 2021 are subject to
redemption at the option of the Port on and after June 1, 2021 in whole or in part, and if in part,
with maturities to be selected by the Port at the price of par, plus accrued interest to the date
fixed for redemption; and
WHEREAS, after due consideration the Port has determined to defease a portion of the
2011 Bonds maturing in 2025:
Maturity Year Principal Interest
(December 1) Amount Rate
2025 $ 1,185,000 5.75%
(the "2011 Candidate"); and
WHEREAS, after due consideration it appears to the Port that all or a portion of the
2004A Bonds, the 2004B Candidates, the 2004C Candidates, and the 2011 Candidate (together,
the "Candidates") may be defeased and/or refunded, through the issuance of two series of limited
tax general obligation refunding bonds authorized herein; and
-4-
P:\20287_CMW\20287_9Z5 2/27/13
WHEREAS, the Commission wishes to delegate authority to approve the manner of sale,
selection of the Underwriter(s) (hereinafter defined), the sale date or dates, the final principal
amounts of the bonds, interest rates, designations of the bonds, principal maturities, redemption
provisions, and the true interest cost of such bonds to be fixed under such terms and conditions
as are approved by this resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE
PORT OF SEATTLE, as follows:
Section 1. Definitions. Unless otherwise defined herein, the terms used in this
resolution shall have the following meanings:
Acquired Obligations means the Government Obligations acquired by the Port under the
terms of this resolution and the Escrow Agreement, if any, to effect the defeasance and refunding
of the Refunded Bonds.
Approved Bid means the winning bid submitted for a series of the Bonds if such series is
sold by Competitive Sale.
Bond Fund means the Port of Seattle Limited Tax General Obligation Bond Redemption
Fund, 2013 created in the office of the Treasurer of the Port by Section 5 of this resolution.
Bond Purchase Contract means, if the Bonds of a series shall be sold by Negotiated
Sale, the Bond Purchase Contract for one or both series of the Bonds, providing for the purchase
of Bonds by the Underwriters and setting forth certain terms approved by the Designated Port
Representative as provided in Section 12 of this resolution.
Bond Register means the registration books maintained by the Registrar containing the
name and mailing address of the owner of each Bond or nominee of such owner and the principal
amount and number of Bonds held by each owner or nominee.
-5-
P:\20287_CMW\20287_9Z5 2/27/13
Bonds mean, together, the 2013A Bonds and the 2013B Bonds.
Candidates mean the 2004A Bonds, the 2004B Candidates, the 2004C Candidates and
the 2011 Candidate.
Code means the Internal Revenue Code of 1986, as amended, and shall include all
applicable regulations and rulings relating thereto.
Commission means the Commission of the Port, or any successor thereto as provided by
law.
Competitive Sale means the process by which the Bonds (or a portion of them) are sold
through the public solicitation of bids from underwriting firms.
Costs of Issuance Agreement means the Costs of Issuance Agreement(s), if any, dated as
of the date of the closing and delivery of the Bonds between the Port and the Escrow Agent to be
executed in connection with paying the costs of issuance of the Refunded Bonds, substantially in
the form attached hereto as Exhibit B.
Designated Port Representative means the Chief Executive Officer of the Port or the
Chief Financial and Administrative Officer of the Port (or the successor in function to such
person(s)) or such other person as may be directed by resolution of the Commission.
DTC means The Depository Trust Company, New York, New York, a limited purpose
trust company organized under the laws of the State of New York, as depository for the Bonds
pursuant to Section 4 hereof.
Escrow Agent means U.S. Bank National Association.
Escrow Agreement means the Escrow Deposit Agreement(s), if any, dated as of the date
of the closing and delivery of the Bonds between the Port and the Escrow Agent to be executed
-6-
P:\20287_CMW\20287_9Z5 2/27/13
in connection with the refunding of the Refunded Bonds, substantially in the form attached
hereto as Exhibit A.
Federal Tax Certificate means the certificate of that name executed and delivered by the
Port at the time of issuance and delivery of the 2013A Bonds.
Government Obligations has the meaning given such term in RCW Ch. 39.53, as now or
hereafter amended.
Letter of Representations means the blanket issuer letter of representations from the Port
to DTC.
Negotiated Sale means the process by which the Bonds (or a portion of them) are sold by
negotiation to one or more underwriting firms.
Official Notice of Sale means, if the Bonds of a series shall be sold by Competitive Sale,
the notice of bond sale authorized to be given in Section 12 of this resolution.
Official Statement means the final Official Statement delivered to the initial purchasers
of the Bonds.
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.
Refunded Bonds mean the Candidates designated by the Designated Port Representative
pursuant to Section 12 of this resolution.
Registered Owner means the person named as the registered owner of a Bond in the Bond
Register.
-7-
P:\20287_CMW\20287_9Z5 2/27/13
Registrar means, the fiscal agency of the State of Washington appointed by the Treasurer
for the purposes of registering and authenticating the Bonds, maintaining the Bond Register and
effecting transfer of ownership of the Bonds. The term Registrar shall include any successor to
the fiscal agency, if any, hereafter appointed by the Treasurer.
Rule means the SEC's Rule 15c2-12 under the Securities Exchange Act of 1934, as the
same may be amended from time to time.
Savings Target means a dollar amount equal to at least four percent (4.0%) of the
outstanding principal of the Refunded Bonds.
SEC means the United States Securities and Exchange Commission.
Treasurer means the Chief Financial Officer of the Port, or any other public officer as
may hereafter be designated pursuant to law to have the custody of Port funds.
2004 Bond Resolution means Resolution No. 3521, as amended, adopted by the
Commission on December 9, 2003 and authorizing the issuance of the 2004A Bonds,
2004B Bonds, and the 2004C Bonds.
2004A Bonds mean the Port of Seattle Limited Tax General Obligation Bonds,
Series 2004A (Non-AMT) issued pursuant to the 2004 Bond Resolution, which remain
outstanding in the aggregate amount of $32,510,000 as shown in the recitals to this resolution.
2004B Bonds mean the Port of Seattle Limited Tax General Obligation Bonds,
Series 2004B (AMT) issued pursuant to the 2004 Bond Resolution, which remain outstanding in
the aggregate amount of $78,100,000 as shown in the recitals to this resolution.
2004B Candidates mean the 2004B Bonds maturing on and after November 1, 2014.
-8-
P:\20287_CMW\20287_9Z5 2/27/13
2004C Bonds mean the Port of Seattle Limited Tax General Obligation Refunding
Bonds, Series 2004C (AMT) issued pursuant to the 2004 Bond Resolution, which remain
outstanding in the aggregate amount of $43,230,000 as shown in the recitals to this resolution.
2011 Bond Resolution means Resolution No. 3648, adopted by the Commission on
February 1, 2011 and authorizing the issuance of the 2011 Bonds.
2011 Bonds mean the Port of Seattle Limited Tax General Obligation Refunding Bonds,
Series 2011 (AMT) issued pursuant to the 2011 Bond Resolution, which remain outstanding in
the aggregate amount of $67,035,000 as shown in the recitals to this resolution.
2011 Candidates mean those 2011 Bonds identified as the 2011 Candidate in the recitals
to this resolution.
2013A Bonds mean the Port of Seattle Limited Tax General Obligation Refunding
Bonds, Series 2013A (Non-AMT), authorized to be issued in Section 2(a) of this resolution.
2013B Bonds mean the Port of Seattle Limited Tax General Obligation Refunding
Bonds, Series 2013B (Taxable), authorized to be issued in Section 2(b) of this resolution.
Underwriter means, the underwriter(s) of the Bonds if the Bonds of a series are sold by
Negotiated Sale or the successful bidder(s) submitting the Approved Bid if the Bonds of a series
are sold by Competitive Sale.
Rules of 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;
-9-
P:\20287_CMW\20287_9Z5 2/27/13
(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
for convenience of reference and shall not constitute a part of this resolution, nor shall they affect
its meaning, construction or effect; and
(e) All references herein to "articles," "sections" and other subdivisions or clauses are
to the corresponding articles, sections, subdivisions or clauses hereof.
Section 2. Authorization and Description of Bonds.
(a) 2013A Bonds. The Port shall issue its limited tax general obligation refunding
bonds in order to (1) refund all or a portion of the 2004A Bonds and (2) pay all or a portion of
costs of issuance. The 2013A Bonds shall be designated as the "Port of Seattle, Limited Tax
General Obligation Refunding Bonds, Series 2013A (Non-AMT)" with such additional
designations for identification purposes as may be approved by the Designated Port
Representative at the time of marketing and sale of the 2013A Bonds.
(b) 2013B Bonds. The Port shall issue its limited tax general obligation refunding
bonds in order to (1) refund all or a portion of the 2004B Candidates, the 2004C Candidates and
the 2011 Candidate; and (2) pay all or a portion of costs of issuance. The 2013B Bonds shall be
designated as the "Port of Seattle, Limited Tax General Obligation Refunding Bonds,
-10-
P:\20287_CMW\20287_9Z5 2/27/13
Series 2013B (Taxable)" with such additional designations for identification purposes as may be
approved by the Designated Port Representative at the time of marketing and sale of the 2013B
Bonds.
(c) Bond Terms. The 2013A Bonds and the 2013B Bonds shall be referred to
together as the "Bonds". The Bonds shall be issued in the aggregate principal amount of not to
exceed $115,000,000, shall be dated as of the date of their delivery, shall be fully registered as to
both principal and interest; shall be in the denomination of $5,000 or any integral multiple
thereof, provided that no Bond shall represent more than one series and maturity within a series;
shall be numbered separately and in the manner and with any additional designation as the
Registrar deems necessary for purposes of identification and control, and shall bear interest from
their date of delivery until the Bonds bearing such interest have been paid or their payment is
duly provided for. The Bonds shall be issued in the aggregate principal amount, shall bear
interest at the per annum rates, payable semiannually on May 1 and November 1, commencing on
May 1, 2013, and shall mature in the principal amounts set forth in the Bond Purchase Contract
or Official Notice of Sale and Approved Bid and as approved by the Designated Port
Representative pursuant to Section 12 of this resolution. The Bonds of any of the maturities may
be combined and issued as term bonds, subject to mandatory redemption as provided in the Bond
Purchase Contract or Official Notice of Sale and Approved Bid.
Section 3. Redemption.
(a) Optional Redemption. The Bonds of each series may be subject to optional
redemption on the dates, and under the terms set forth in the Bond Purchase Contract or Official
Notice of Sale and Approved Bid relating to such series and as approved by the Designated Port
Representative pursuant to Section 12.
-11-
P:\20287_CMW\20287_9Z5 2/27/13
(b) Mandatory Redemption. The Bonds of each series may be subject to mandatory
redemption if and to the extent, if any, set forth in the Bond Purchase Contract or Official Notice
of Sale and Approved Bid relating to such series and as approved by the Designated Port
Representative pursuant to Section 12.
(c) Selection of Bonds for Redemption. The manner of selection of Bonds of each
series for redemption shall be set forth in the Official Statement relating to the issuance and sale
of the Bonds and as approved by the Designated Port Representative pursuant to Section 12.
(d) Notice of Redemption. Written notice of any redemption of Bonds prior to
maturity (which notice, in the case of an optional redemption, may be conditional) shall be given
by the Registrar on behalf of the Port by first class mail, postage prepaid, not less than 20 days
nor more than 60 days before the date fixed for redemption to the Registered Owners of Bonds
that are to be redeemed at their last addresses shown on the Bond Register. This requirement
shall be deemed complied with when notice is mailed to the Registered Owners at their last
addresses shown on the Bond Register, whether or not such notice is actually received by the
Registered Owner.
So long as the Bonds are in book-entry only form, notice of redemption shall be given to
beneficial owners of bonds to be redeemed in accordance with the operational arrangements then
in effect at DTC, and neither the Port nor the Registrar shall be obligated or responsible to
confirm that any notice of redemption is, in fact, provided to beneficial owners.
Each notice of redemption prepared and given by the Registrar to Registered Owners of
Bonds shall contain the following information: (1) the date fixed for redemption, (2) the
redemption price, (3) if fewer than all outstanding Bonds are to be redeemed, the identification
by maturity and series (and, in the case of partial redemption, the principal amounts) of the
-12-
P:\20287_CMW\20287_9Z5 2/27/13
Bonds to be redeemed, (4) that (unless the notice of redemption is a conditional notice, in which
case the notice shall state that such Bond will become due and payable and interest shall cease to
accrue on the date fixed for redemption if and to the extent that funds have been provided to the
Registrar for the redemption of Bonds) on the date fixed for redemption the redemption price
will become due and payable upon each Bond or portion called for redemption, and that interest
shall cease to accrue from the date fixed for redemption, (5) that the Bonds are to be surrendered
for payment at the principal office of the Registrar, (6) the CUSIP numbers of all Bonds being
redeemed, (7) the dated date of the Bonds being redeemed, (8) the rate of interest for each Bond
being redeemed, (9) the date of the notice, and (10) any other information deemed necessary by
the Registrar to identify the Bonds being redeemed.
Upon the payment of the redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and
maturity, the Bonds being redeemed with the proceeds of such check or other transfer.
(e) Effect of Redemption. Unless the Port has revo ked a notice of optional
redemption (or unless the Port provided a conditional notice and the conditions for redemption
set forth therein are not satisfied), the Port shall transfer to the Registrar amounts that, in addition
to other money, if any, held by the Registrar, will be sufficient to redeem, on the date fixed for
redemption, all the Bonds to be redeemed. If and to the extent that funds have been provided to
the Registrar for the redemption of Bonds then from and after the date fixed for redemption for
such Bond, interest on each such Bond shall cease to accrue.
(f) Amendment of Notice Provisions. The foregoing notice provisions of this section,
including but not limited to the information to be included in redemption notices and the persons
designated to receive notices, may be amended by additions, deletions and changes in order to
-13-
P:\20287_CMW\20287_9Z5 2/27/13
maintain compliance with duly promulgated regulations and recommendations regarding notices
of redemption of municipal securities.
(g) Purchase. The Port reserves th e right to purchase any of the Bonds offered to the
Port at any price deemed reasonable by the Designated Port Representative at any time. To the
extent the Port purchases for cancellation or optionally redeems any Bonds that are term Bonds,
the Port may reduce the mandatory sinking fund requirements of such Bonds of the same
maturity, in like aggregate principal amount for the year as specified in the final Official
Statement.
Section 4. Registration, Exchange and Payments.
(a) Registrar/Bond Register. The Port hereby specifies and adopts the system of
registration and transfer for the Bonds approved by the Washington State Finance Committee
from time to time through the appointment of state fiscal agencies. The Port shall cause a bond
register to be maintained by the Registrar. So long as any Bonds remain outstanding, the
Registrar shall make all necessary provisions to permit the exchange and registration of transfer
of Bonds at its principal corporate trust office. The Registrar may be removed at any time at the
option of the Designated Port Representative upon prior notice to the Registrar, DTC, each party
entitled to receive notice pursuant to Section 11 and a successor Registrar appointed by the
Designated Port Representative. No resignation or 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. The Registrar is authorized, on behalf of the Port, to
authenticate and deliver Bonds transferred or exchanged in accordance with the provisions of
such Bonds and this resolution and to carry out all of the Registrar's powers and duties under this
-14-
P:\20287_CMW\20287_9Z5 2/27/13
resolution. The Registrar shall be responsible for its representations contained in the Certificate
of Authentication on the Bonds.
(b) Registered Ownership. The Port and the Registrar, each in its discretion, may
deem and treat the Registered Owner of each Bond as the absolute owner thereof for all purposes
(except as provided in Section 11 of this resolution), and neither the Port nor the Registrar shall
be affected by any notice to the contrary. Payment of any such Bond shall be made only as
described in Section 4(h) hereof, but such Bond may be transferred as herein provided. All such
payments made as described in Section 4(h) shall be valid and shall satisfy and discharge the
liability of the Port upon such Bond to the extent of the amount or amounts so paid.
(c) DTC Acceptance/Letter of Representations. To induce DTC to accept the Bonds
as eligible for deposit at DTC, the Port has executed and delivered to DTC a Letter of
Representations.
Neither the Port nor the Registrar will have any responsibility or obligation to DTC
participants or the persons for whom they act as nominees (or any successor depository) with
respect to the Bonds in respect of the accuracy of any records maintained by DTC (or any
successor depository) or any DTC participant, the payment by DTC (or any successor depository)
or any DTC participant of any amount in respect of the principal of or interest on Bonds, 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 (or
any successor depository), or any consent given or other action taken by DTC (or any successor
depository) as the Registered Owner. For so long as any Bonds are held in fully immobilized
form hereunder, DTC or its successor depository shall be deemed to be the Registered Owner for
all purposes hereunder, and all references herein to the Registered Owners shall mean DTC (or
-15-
P:\20287_CMW\20287_9Z5 2/27/13
any successor depository) or its nominee and shall not mean the owners of any beneficial interest
in such Bonds.
If any Bond shall be duly presented for payment and funds have not been duly provided
by the Port on such applicable date, then interest shall continue to accrue thereafter on the unpaid
principal thereof at the rate stated on such Bond until such Bond is paid.
(d) Use of Depository.
(1) The Bonds shall be registered initially in the name of "Cede & Co.," as
nominee of DTC, with one Bond for each series maturing on each of the maturity dates for the
Bonds in a denomination corresponding to the total principal therein designated to mature on
such date. Registered ownership of such immobilized Bonds, or any portions thereof, may not
thereafter be transferred except (A) 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; (B) to any substitute depository appointed by the Designated Port Representative
pursuant to subsection (2) below or such substitute depository's successor; or (C) to any person
as provided in subsection (4) below.
(2) 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 Designated Port
Representative to discontinue the system of book-entry transfers through DTC or its successor
(or any substitute depository or its successor), the Designated Port Representative 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) In the case of any transfer pursuant to clause (A) or (B) of subsection (1)
above, the Registrar shall, upon receipt of all outstanding Bonds, together with a written request
-16-
P:\20287_CMW\20287_9Z5 2/27/13
on behalf of the Designated Port Representative, issue a single new Bond for each series and
maturity of the Bonds then outstanding, 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 Designated Port Representative.
(4) In the event that (A) DTC or its successor (or substitute depository or its
successor) resigns from its functions as depository, and no substitute depository can be obtained,
or (B) the Designated Port Representative determines that it is in the best interest of the
beneficial owners of the Bonds that such owners be able to obtain such bonds in the form of
Bond certificates, the ownership of such Bonds may then be transferred to any persons or entities
as herein provided, and shall no longer be held in fully immobilized form. The Designated Port
Representative shall deliver a written request to the Registrar, together with a supply of definitive
Bonds for each series, to issue Bonds as herein provided in any authorized denomination. Upon
receipt by the Registrar of all then outstanding Bonds together with a written request on behalf of
the Designated Port Representative to the Registrar, new Bonds shall be issued in the appropriate
denominations and registered in the names of such persons or entities as are requested in such
written request.
(e) Registration of Transfer of Ownership or Exchange; Change in Denominations.
The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of any
such Bond shall be valid unless such Bond is surrendered to the Registrar with the assignment
form appearing on such Bond duly executed by the Registered Owner or such Registered
Owner's duly authorizedagent in a manner satisfactory to the Registrar. Upon such surrender,
the Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without charge
to the Registered Owner or transferee therefor, a new Bond (or Bonds at the option of the new
-17-
P:\20287_CMW\20287_9Z5 2/27/13
Registered Owner) of the same series, date, maturity and interest rate and for the same aggregate
principal amount in any authorized denomination, naming as Registered Owner the person or
persons listed as the assignee on the assignment form appearing on the surrendered Bond, in
exchange for such surrendered and canceled Bond. Any Bond may be surrendered to the
Registrar and exchanged, without charge, for an equal aggregate principal amount of Bonds of
the same series, date, maturity and interest rate, in any authorized denomination or
denominations. The Registrar shall not be obligated to register the transfer or to exchange any
Bond during the 15 days preceding the date any such Bond is to be redeemed.
(f) Registrar's Ownership of Bonds. The Reg istrar may become the Registered
Owner of any Bond with the same rights it would have if it were not the Registrar, and to the
extent permitted by law, may act as depository for and permit any of its officers or directors to
act as member of, or in any other capacity with respect to, any committee formed to protect the
right of the Registered Owners of Bonds.
(g) Registration Covenant. The Port covenants that, until all of the Bonds have been
surrendered and canceled, it will maintain a system for recording the ownership of the Bonds that
complies with the provisions of Section 149 of the Code.
(h) Place and Medium of Payment. Both principal of and interest on the Bonds shall
be payable in lawful money of the United States of America. Interest on the Bonds shall be
calculated on the basis of a 360-day year, consisting of twelve 30-day months. For so long as all
Bonds are in fully immobilized form, payments of principal and interest shall be made as
provided in accordance with the operational arrangements of DTC referred to in the Letter of
Representations.
-18-
P:\20287_CMW\20287_9Z5 2/27/13
In the event that the Bonds are no longer in fully immobilized form, interest on the Bonds
shall be paid by check mailed to the Registered Owners at the addresses for such Registered
Owners appearing on the Bond Register on the 15th day of the month preceding the interest
payment date, and principal and premium, if any, of the Bonds shall be payable by check upon
presentation and surrender of such Bonds by the Registered Owners at the principal office of the
Registrar; provided, however, that if so requested in writing prior to the opening of business on
the 15th day of the month preceding any interest payment date by the Registered Owner of at
least $1,000,000 aggregate principal amount of Bonds, interest will be paid thereafter by wire
transfer on the date due to an account with a bank located within the United States.
Section 5. Bond Fund. A special fund of the Port designated the "Port of Seattle
Limited Tax General Obligation Bond Redemption Fund, 2013" (the "Bond 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 Bonds. The Bond Fund may be maintained as a single account or
multiple accounts at the option of the Port and may be re-designated in accordance with the
accounting procedures then followed by the Port. The Bond Fund shall be held separate and
apart from all other funds and accounts of the Port and shall be a trust fund for the owners, from
time to time, of the Bonds. The taxes levied for the purpose of paying principal of and interest
on the Bonds and other legally available funds to be used to pay the Bonds shall be deposited in
the Bond Fund no later than the date such funds are required for the payment of principal of and
interest on the Bonds.
The Port hereby further irrevocably covenants that it will budget and make annual levies
of ad valorem taxes upon all of the taxable property within the boundaries of the Port subject to
taxation within and as a part of the tax levy permitted to be levied by the Port without a vote of
-19-
P:\20287_CMW\20287_9Z5 2/27/13
the electors, in amounts sufficient (together with other legally available funds) to pay the
principal of and interest on the Bonds as the same shall become due. The full faith, credit and
resources of the Port are hereby irrevocably pledged for the annual levy and collection of such
taxes and for the prompt payment of such principal and interest. The Bonds are general
obligations of the Port.
Section 6. Defeasance. In the event that money and/or Government Obligations
maturing at such time or times and bearing interest to be earned thereon in amounts (together
with such money, if necessary) sufficient to redeem and retire part or all of the Bonds authorized
hereunder in accordance with their terms, are set aside in a special account of the Port to effect
such redemption and retirement, and such moneys and the principal of and interest on such
obligations are irrevocably set aside and pledged for such purpose, then no further payments need
be made into the Bond Fund of the Port for the payment of the principal of and interest on the
Bonds so provided for, and such Bonds shall cease to be entitled to any lien, benefit or security of
this resolution except for the right to receive the moneys so set aside and pledged, and such
Bonds shall be deemed not to be outstanding hereunder.
The Registrar shall provide notice of defeasance of Bonds to registered owners and to
each party entitled to receive notice pursuant to Section 11.
Section 7. Tax Covenants.
(a) The 2013A Bonds. The Port shall comply with the terms of the Federal Tax
Certificate.
(b) No Designation under Section 265(b) of the Code. The Bonds are not "qualified
tax-exempt obligations" under Section 265(b)(3) of the Code for banks, thrift institutions and
other financial institutions.
-20-
P:\20287_CMW\20287_9Z5 2/27/13
Section 8. Lost, Stolen or Destroyed Bonds. In case any Bond or Bonds shall be lost,
stolen or destroyed, the Registrar may execute and deliver a new Bond or Bonds of like series,
date, number and tenor to the Registered Owner thereof upon the owner's paying the expenses
and charges of the Port in connection therewith and upon his/her filing with the Port evidence
satisfactory to the Port that such Bond was actually lost, stolen or destroyed and of his/her
ownership thereof, and upon furnishing the Port with indemnity satisfactory to the Port.
Section 9. Form of Bonds and Registration Certificate. The Bonds of each series
shall be in substantially the following form:
[DTC Legend]
UNITED STATES OF AMERICA
NO. ______ $____________
STATE OF WASHINGTON
PORT OF SEATTLE
LIMITED TAX GENERAL OBLIGATION REFUNDING
BONDS, SERIES 2013[A (NON-AMT)][B (TAXABLE)]
Maturity Date: CUSIP No. _______
Interest Rate:
Registered Owner: CEDE & Co.
Principal Amount:
THE PORT OF SEATTLE, a municipal corporation organized and existing under and by
virtue of the laws of the State of Washington (the "Port"), promises to pay to the Registered
Owner identified above, or registered assigns, on the Maturity Date identified above the Principal
Amount indicated above and to pay interest thereon from the Bond Fund from ___________,
2013, or the most recent date to which interest has been paid or duly provided for or until
payment of this bond at the Interest Rate set forth above, payable on May 1, 2013, and
semiannually thereafter on the first days of each November and May. The principal of, premium,
if any, and interest on this bond are payable in lawful money of the United States of America.
Principal and interest on this bond shall be paid as provided in the Blanket Issuer Letter of
-21-
P:\20287_CMW\20287_9Z5 2/27/13
Representations (the "Letter of Representations") from the Port to The Depository Trust
Company ("DTC"). The Port has specified and adopted the registration system for the bonds of
this issue specified by the State Finance Committee, and the fiscal agency of the State will act as
the registrar, authenticating agent and paying agent (the "Registrar"). Capitalized terms used in
this bond which are not specifically defined have the meanings given such terms in the
Resolution No. _____ of the Port Commission (the "Bond Resolution").
This bond is one of a series of bonds of the Port in the aggregate principal amount of
$__________, of like date, tenor and effect, except as to number, amount, rate of interest and
date of maturity and is issued pursuant to the Bond Resolution to refund certain outstanding Port
obligations. Simultaneously herewith, the Port is issuing one other series of general obligation
bonds: its Limited Tax General Obligation Refunding Bonds, Series 2013
[A (Non-AMT)][B (Taxable)] in the principal amount of $_________.
The bonds of this issue maturing on and prior to ____________ are not subject to
redemption in advance of their scheduled maturity. [The bonds of this issue maturing on and
after _____________ are subj ect to redemption at the option of the Port on and after
___________][in whole or in part on any date, and if in part, with maturities to be selected by the
Port at the price of par plus accrued interest to the date fixed for redemption][as described in the
[Bond Purchase Contract][Official Notice of Sale and Approved Bid] for the bonds of this
issue/___________].
[Unless previously redeemed pursuant to the foregoing optional redemption provisions,
the bonds of this issue maturing in the year ____ are sub ject to mandatory redemption on
______________ of the following years at a price of par plus accrued interest to the date fixed
for redemption:
Year Amount
$
*
* Final maturity]
[The interest on this bond is not exempt from federal income taxation.][The bonds of this
issue are not private activity bonds and are not "qualified tax exempt obligations" eligible for
investment by financial institutions within the meaning of Section 265(b) of the Internal Revenue
Code of 1986, as amended.]
The Port hereby covenants and agrees with the owner and holder of this bond that it will
keep and perform all the covenants of this bond and the Bond Resolution.
The Port has irrevocably covenanted in the Bond Resolution that it will budget and make
annual levies of ad valorem taxes upon all of the taxable property within the boundaries of the
Port subject to taxation within and as a part of the tax levy permitted to be levied by the Port
without a vote of the electors, in amounts sufficient (together with other legally available funds)
to pay the principal of and interest on the bonds of this issue as the same shall become due. The
-22-
P:\20287_CMW\20287_9Z5 2/27/13
full faith, credit and resources of the Port are irrevocably pledged for the annual levy and
collection of such taxes and for the prompt payment of such principal and interest. The bonds of
this issue are general obligations of the Port. The pledge of tax levies may be discharged prior to
maturity of the bonds of this by making provision for the payment thereof on the terms and
conditions set forth in the Bond Resolution.
This bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall
have been manually signed by or on behalf of the Registrar.
It is hereby certified and declared that this bond and the bonds of this issue are issued
pursuant to and in strict compliance with the Constitution and laws of the State of Washington
and resolutions of the Port and that all acts, conditions and things required to be done precedent
to and in the issuance of this bond have happened, been done and performed.
IN WITNESS WHEREOF, the Port of Seattle has caused this bond to be executed by the
manual or facsimile signatures of the President and Secretary of the Port Commission, and the
corporate seal of the Port to be impressed, imprinted or otherwise reproduced hereon as of the
____ day of ________, 2013.
PORT OF SEATTLE
By /s/
President, Port Commission
[SEAL]
ATTEST:
/s/
Secretary, Port Commission
The Certificate of Authentication printed on the Bonds shall be substantially in the
following form:
-23-
P:\20287_CMW\20287_9Z5 2/27/13
CERTIFICATE OF AUTHENTICATION
Date of Authentication: ____________________
This bond is one of the bonds described in the within mentioned Bond Resolution and is
one of the Limited Tax General Obligation Refunding Bonds, Series 2013
[A (Non-AMT)][B (Taxable)] of the Port of Seattle, dated __________, 2013.
WASHINGTON STATE FISCAL AGENCY,
Registrar
By
Authorized Signer
Section 10. Execution. The Bonds shall be executed on behalf of the Port with the
manual or facsimile signature of the President of its Commission, shall be attested by the manual
or facsimile signature of the Secretary thereof and shall have the seal of the Port impressed,
imprinted or otherwise reproduced thereon.
Only such Bonds as shall bear thereon a Certificate of Authentication in the form
hereinbefore recited, manually executed by the Registrar, shall be valid or obligatory for any
purpose or entitled to the benefits of this resolution. Such Certificate of Authentication shall be
conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and
delivered hereunder and are entitled to the benefits of this resolution.
In case either of the officers of the Port who shall have executed the Bonds shall cease to
be such officer or officers of the Port before the Bonds so signed shall have been authenticated or
delivered by the Registrar, or issued by the Port, such Bonds may nevertheless be authenticated,
delivered and issued and upon such authentication, delivery and issuance, shall be as binding
upon the Port as though those who signed the same had continued to be such officers of the Port.
Any Bond may also be signed and attested on behalf of the Port by such persons as at the actual
-24-
P:\20287_CMW\20287_9Z5 2/27/13
date of execution of such Bond shall be the proper officers of the Port although at the original
date of such Bond any such person shall not have been such officer.
Section 11. Ongoing Disclosure. The Designated Port Representative is authorized
to, in his or her discretion, execute and deliver an agreement for ongoing disclosure providing for
an undertaking by the Port to assist the Underwriter(s) in complying with Rule 15c2-12
promulgated by the SEC.
Section 12. Sale of Bonds.
(a) Designation of Refunded Bonds. All or some of the 2004A Bonds may be
refunded with the proceeds of the 2013A Bonds authorized by this resolution. All or some of the
2004B Candidates, the 2004C Candidates and the 2011 Candidate may be refunded with the
proceeds of the 2013B Bonds authorized by this resolution.
The Commission has been advised by the Port's financial advisor that market conditions
are fluctuating and, as a result, the most favorable market conditions may occur on a day other
than a regular meeting date of the Commission. The Commission has determined that it would
be in the best interest of the Port to delegate to the Designated Port Representative for a limited
time the authority with respect to each series to approve the Candidates that will be the Refunded
Bonds, the manner of sale, selection of the Underwriter(s), the date of sale, final interest rates,
maturity dates, aggregate principal amount, principal amounts and prices of each maturity,
redemption rights, and other terms and conditions of the Bonds. The Designated Port
Representative is hereby authorized to approve with respect to each series, the Candidates that
will be the Refunded Bonds, the date of sale, the final interest rates, maturity dates, aggregate
principal amount, principal amounts of each maturity and redemption rights for the Bonds in the
manner provided hereafter (A) so long as the aggregate principal amount of the Bonds does not
-25-
P:\20287_CMW\20287_9Z5 2/27/13
exceed $115,000,000, and (B) so long as the Savings Target is met with respect to the Bonds in
the aggregate.
In determining the Candidates that will be the Refunded Bonds, the manner of sale,
selection of the Underwriter(s), date or dates of sale, the final interest rates, maturity dates,
aggregate principal amount, principal maturities, redemption rights of the Bonds, the Designated
Port Representative, in consultation with Port staff and the Port's financial advisor, shall take
into account those factors that, in his judgment, will result in terms favorable to the Port
considering financial market conditions, interest rates and terms for obligations comparable in
terms, tenor and quality to the Bonds of each series. Subject to the terms and conditions set forth
in this section, the Designated Port Representative is hereby authorized to execute the final form
of one or more Bond Purchase Contracts or Official Notice of Sale and Approved Bid(s), upon
the Designated Port Representative's approval of the Candidates that will be the Refunded
Bonds, date of sale, the final interest rates, maturity dates, aggregate principal amount, principal
maturities and redemption rights set forth therein. Following the execution of a Bond Purchase
Contract or Official Notice of Sale and Approved Bid, the Designated Port Representative shall
provide a report to the Commission, describing the final terms of the Bonds approved pursuant to
the authority delegated in this section. The authority granted to the Designated Port
Representative by this section shall expire on September 30, 2013. If a Bond Purchase Contract
or Official Notice of Sale and Approved Bid for the Bonds of a series has not been approved
and/or executed within such period, the authorization for the issuance of the Bonds of that series
shall be rescinded, and the Bonds of that series shall not be issued nor their sale approved unless
such Bonds shall have been re-authorized by resolution of the Commission. The resolution
reauthorizing the issuance and sale of the Bonds may be in the form of a new resolution repealing
-26-
P:\20287_CMW\20287_9Z5 2/27/13
this resolution in whole or in part (only with respect to the Bonds not issued) or may be in the
form of an amendatory resolution approving a bond purchase contract or establishing terms and
conditions for the authority delegated under this section.
(b) Bond Sale. The Designated Port Representative is hereby authorized to determine
whether the Bonds shall be sold by Negotiated Sale or by a Competitive Sale. If the Bonds of a
series are sold by Negotiated Sale, then upon the selection of one or more underwriters, the
Designated Port Representative shall negotiate the terms of sale for the Bonds of that series,
including the terms described in this Section 12, in a contract of sale (a "Bond Purchase
Contract"). If the Bonds of a series are sold by Competitive Sale, sealed bids will be received by
the Designated Port Representative or the Competitive Sale will be undertaken by electronic
means, in the manner and on such date and time as the Designated Port Representative hereafter
shall determine. The Designated Port Representative will approve the bid offering to purchase
the Bonds at the lowest true interest cost to the Port at such price as shall be determined at the
time of sale by the Designated Port Representative, plus accrued interest to the date of delivery,
on all the terms and conditions set out in the applicable Official Notice of Sale.
All bids submitted for the purchase of Bonds of a series shall be as set forth in the
applicable Official Notice of Sale or otherwise as established by the Designated Port
Representative which will be furnished upon request made to the Designated Port
Representative. Such bids may be accompanied by surety bond or a cashier's or certified check,
as a good faith deposit, made payable to the order of the Port. The Port reserves the right to
reject any and all bids and to waive any irregularity or informality in any bid.
Subject to the terms and conditions set forth in this section, the Designated Port
Representative is hereby authorized to accept an Approved Bid in a Competitive Sale and/or
-27-
P:\20287_CMW\20287_9Z5 2/27/13
execute the final form of a Bond Purchase Contract in a Negotiated Sale, upon his approval of
the Candidates to be refunded, the final principal amounts of the Bonds (within the parameters
required to achieve the Savings Target), date of the Bonds, interest rates, payment dates,
redemption provisions (provided that the Bonds shall not be subject to optional redemption in
less than 5 years from the date of issue), and maturity dates of such Bonds set forth therein.
(c) Delivery; Documentation. Upon the adoption of this resolution, the proper
officials of the Port including the Designated Port Representative, are authorized and directed to
undertake all other actions necessary for the prompt execution and delivery of the Bonds to the
Underwriter(s) thereof and further to execute all closing certificates and documents required to
effect the closing and delivery of the Bonds in accordance with the terms of the Bond Purchase
Contract or Official Notice of Sale and Approved Bid.
The Designated Port Representative is authorized to deem final and to approve for
purposes of the Rule, on behalf of the Port, any Preliminary Official Statement and Official
Statement and any supplement thereto relating to the issuance and sale of the Bonds and the
distribution of the Bonds pursuant thereto with such changes, if any, as may be deemed by
him/her to be appropriate.
The Designated Port Representative and other Port officials, agents and representatives
are hereby authorized and directed to do everything necessary for the prompt issuance, execution
and delivery of the Bonds to the Underwriter(s) and for the proper application and use of the
proceeds of sale of the Bonds. In furtherance of the foregoing, the Designated Port
Representative is authorized to approve and enter into agreements for the payment of costs of
issuance, including Underwriters' discount, the fees and expenses specified in the Bond Purchase
Contract or Official Notice of Sale and Approved Bid, including fees and expenses of
-28-
P:\20287_CMW\20287_9Z5 2/27/13
Underwriters and other retained services, including bond counsel, rating agencies, fiscal agency,
escrow agent, financial advisory services, escrow structuring services and other expenses
customarily incurred in connection with issuance and sale of bonds.
Section 13. Application of Bond Proceeds.
(a) Approval of Expenditures for Reimbursement from Bond Proceeds. The
Designated Port Representative is hereby authorized to defease all or a portion of the 2004A
Bonds, the 2004B Candidates, the 2004C Candidates, and the 2011 Candidate to be refunded on
or prior to issuance of the Bonds. Any such defeasance may be completed with cash, commercial
paper, or other available funds of the Port. The Port reasonably expects to reimburse any such
expenditure with the proceeds of Bonds, as described below.
(b) Application of Bond Proceeds. Th e net proceeds of the Bonds (exclusive of any
amounts that may be designated by the Designated Port Representative in a closing certificate to
be allocated to pay costs of issuance), together with other available funds of the Port in the
amount specified by the Designated Port Representative, shall be held by the Port and used at the
direction of the Designated Port Representative to pay the costs of or reimbursing the Port for the
costs of redeeming the Refunded Bonds or may be placed into the escrow account pursuant to the
terms of the Escrow Agreement to effect a defeasance of the Refunded Bonds.
(b) Defeasance of Refunded Bonds. If the Port determines to defease the Refunded
Bonds, the net proceeds of the Bonds shall be deposited with an Escrow Agent and shall be
utilized to purchase the Government Obligations specified by the Designated Port Representative
(which obligations so purchased, are herein called "Acquired Obligations") and to maintain such
necessary beginning cash balance to defease the Refunded Bonds and to discharge the other
obligations of the Port relating thereto under the 2004 Bond Resolution and the 2011 Bond
-29-
P:\20287_CMW\20287_9Z5 2/27/13
Resolution authorizing their issuance, by providing for the payment of the interest on the
Refunded Bonds to the date fixed for redemption and the redemption price (the principal amount)
on the date fixed for redemption of the Refunded Bonds. When the final transfer has been made
for the payment of such redemption price and interest on the Refunded Bonds, any balance then
remaining with the Escrow Agent shall be transferred to the account designated by the Port and
used for the purposes specified by the Designated Port Representative.
(c) Acquired Obligations. The Acquired Obligations, if any, shall be payable in such
amounts and at such times that, together with any necessary beginning cash balance, will be
sufficient to provide for the payment of:
(1) the interest on the Refunded Bonds as such becomes due on and before the
date fixed for redemption or maturity of the Refunded Bonds; and
(2) the price of redemption of the Refunded Bonds on the date fixed for
redemption of the Refunded Bonds or the maturity value of the Refunded Bonds that are
defeased to maturity.
(d) Appointing An Escrow Agent. The Commission hereby approves the appointment
of U.S. Bank National Association to act as escrow agent for the Refunded Bonds (the "Escrow
Agent").
Section 14. Redemption of Refunded Bonds. Conditioned upon the issuance , closing
and delivery of the Bonds, the Commission hereby calls the Refunded Bonds that are eligible for
redemption prior to maturity for redemption on the redemption date specified by the Designated
Port Representative in accordance with the provisions of the 2004 Bond Resolution and the 2011
Bond Resolution, as applicable, authorizing the issuance, redemption and retirement of the
Refunded Bonds, respectively, prior to their stated maturities.
-30-
P:\20287_CMW\20287_9Z5 2/27/13
Said call for redemption of the callable Refunded Bonds shall be irrevocable after the
closing and delivery of the Bonds.
The Designated Port Representative may cause to be disseminated a conditional notice of
redemption prior to the closing and delivery of the Bonds. If so appointed, the Escrow Agent
shall be authorized and directed in the Escrow Agreement to provide for the giving of irrevocable
notice of the redemption of the callable Refunded Bonds in accordance with the terms of
2004 Bond Resolution and 2011 Bond Resolution, as applicable authorizing the issuance of the
Refunded Bonds and as described in the Escrow Agreement. The Treasurer is authorized and
directed to provide whatever assistance is necessary to accomplish such redemption and the
giving of notice therefor. The costs of mailing of such notice shall be an expense of the Port.
The Port or the Escrow Agent on behalf of the Port shall be authorized and directed to
pay to the fiscal agency or agencies of the State of Washington, sums sufficient to pay, when due,
the payments specified in Section 13(c) of this resolution. All such sums shall be paid from the
moneys and the Acquired Obligations pursuant to the previous section of this resolution, and the
income therefrom and proceeds thereof.
The Port will cause all necessary and proper fees, compensation and expenses of the
Escrow Agent for the Refunded Bonds to be paid when due. The Designated Port Representative
is authorized and directed to execute and deliver the Escrow Agreement to the Escrow Agent
when the provisions thereof have been fixed and determined for closing and delivery of the
Bonds. The Escrow Agreement and Costs of Issuance Agreement, if any, shall be substantially in
the form of Exhibits A and B attached to this resolution and by this reference hereby made a part
of this resolution.
-31-
P:\20287_CMW\20287_9Z5 2/27/13
Section 15. Severability. 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 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 any Bonds.
Section 16. Effective Date. This resolution shall be effective immediately upon its
adoption.
ADOPTED by the Commission of the Port of Seattle at a meeting thereof, held this
_____ day of _____________, 2013, and duly authenticated in open session by the signatures of
the Commissioners present and voting in favor thereof.
PORT OF SEATTLE
Commissioners
-32-
P:\20287_CMW\20287_9Z5 2/27/13
CERTIFICATE
I, the undersigned, Secretary of the Port Commission (the "Commission") of the Port of
Seattle (the "Port"), DO HEREBY CERTIFY:
1. That the attached resolution numbered 3676 (the "Resolution") is a true and
correct copy of a resolution of the Port, as finally adopted at a meeting of the Commission held
on the _____ day of ____________, 2013, and duly recorded in my office.
2. 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 of the Commission was present throughout the meeting and a legally sufficient number
of members of the Commission voted in the proper manner for the adoption of said Resolution;
that all other requirements and proceedings incident to the proper adoption of said Resolution
have been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute
this certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of
_______________, 2013.
Secretary
P:\20287_CMW\20287_9Z5 2/27/13
EXHIBIT A
E S C R O W D E P O S I T A G R E E M E N T
PORT OF SEATTLE
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2013A (NON-AMT) AND
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013B
(TAXABLE)
THIS ESCROW AGREEMENT, dated as of ___________, 2013 (herein, together with
any amendments or supplements hereto, called the "Agreement") is entered into by and between
THE PORT OF SEATTLE (herein called the "Port") and U.S. BANK NATIONAL
ASSOCIATION, as escrow agent (herein, together with any successor in such capacity, called
the "Escrow Agent"). The notice addresses of the Port and the Escrow Agent are shown on
Annex A attached hereto and made a part hereof.
W I T N E S S E T H :
WHEREAS, the Port has issued and there presently remain outstanding the obligations
described in Exhibit B (the "Refunded Bonds"); and
WHEREAS, pursuant to Resolution No. ______ adopted on _______________, 2013
(the "Bond Resolution"), the Port has determined to issue its Limited Tax General Obligation
Refunding Bonds, 2013A (Non-AMT) (the "2013A Bonds") and Limited Tax General
Obligation Refunding Bonds, 2013B (Taxable) (the "2013B Bonds" and together with the 2013A
Bonds, the "Bonds") for the purpose of providing funds to pay the costs of defeasing and/or
refunding the Refunded Bonds; and
WHEREAS, the Escrow Agent has reviewed this Agreement and the Bond Resolution,
and is willing to serve as Escrow Agent; and
WHEREAS, _____________, a firm of independent certified public accountants, has
prepared a verification report which is dated _____________, 2013 (the "Verification Report")
relating to the source and use of funds available to accomplish the defeasance and/or refunding of
the Refunded Bonds, the investment of such funds and the adequacy of such funds and
investments to provide for the payment of the debt service due on the Refunded Bonds; and
WHEREAS, pursuant to the Bond Resolution, certain Refunded Bonds have been
designated for redemption prior to their scheduled maturity dates and, after provision is made for
such redemption, such Refunded Bonds will come due in such years, bear interest at such rates,
and be payable at such times and in such amounts as are set forth in Exhibit C; and certain
Refunded Bonds have been designated for defeasance and shall be paid on their scheduled
maturity dates, and will come due in such years, bear interest at such rates, and be payable at
such times and in such amounts as are set forth in Exhibit C; and
A-1
P:\20287_CMW\20287_9Z5 2/27/13
WHEREAS, when Escrowed Securities have been deposited with the Escrow Agent for
the payment of all principal and interest of the Refunded Bonds when due, then the Refunded
Bonds shall no longer be regarded as outstanding except for the purpose of receiving payment
from the funds provided for such purpose; and
WHEREAS, the Bonds have been duly authorized to be issued, sold, and delivered for
the purpose of obtaining the funds required to provide for the payment of the principal of, interest
on and redemption premium (if any) on the Bonds when due as shown on Exhibit C; and
WHEREAS, the Port desires that, concurrently with the delivery of the Bonds to the
purchasers, the proceeds of the Bonds, together with certain other available funds of the Port,
shall be applied to purchase certain direct obligations of the United States of America hereinafter
defined as (the "Escrowed Securities") for deposit to the credit of the Refunding Accounts and to
establish a beginning cash balance (if needed) in the Refunding Accounts; and
WHEREAS, simultaneously herewith, the Port is entering into a Costs of Issuance
Agreement with the Escrow Agent to provide for the payment of costs of issuance relating to the
Bonds;
NOW, THEREFORE, in consideration of the mutual undertakings, promises and
agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure
the full and timely payment of principal of and the interest on the Refunded Bonds, the Port and
the Escrow Agent mutually undertake, promise and agree for themselves and their respective
representatives and successors, as follows:
Article 1. Definitions
Section 1.1. Definitions.
Unless the context clearly indicates otherwise, the following terms shall have the
meanings assigned to them below when they are used in this Agreement:
Escrow Account Deposits mean the cash deposits from proceeds of the Series 2013A
Bonds and contributions from the Port in the amount and all as described in Exhibit D and the
cash deposit from the proceeds to the Series 2013B Bonds and contributions from the Port in the
amount and all as described in Exhibit D.
Escrowed Securities means the noncallable Government Obligations described in
Exhibit D, or cash or other noncallable obligations substituted therefor pursuant to Section 4.2 of
this Agreement.
Government Obligations means direct, noncallable (a) United States Treasury
Obligations, (b) United States Treasury Obligations - State and Local Government Series,
(c) non-prepayable obligations which are unconditionally guaranteed as to full and timely
A-2
P:\20287_CMW\20287_9Z5 2/27/13
payment of principal and interest by the United States of America or (d) REFCORP debt
obligations unconditionally guaranteed by the United States.
Paying Agent means the fiscal agency of the State of Washington, as the paying agent for
the Refunded Bonds.
Series A Refunded Bonds mean the new money portion of the Port's outstanding Limited
Tax General Obligation Bonds, Series 2004A (Non-AMT) that are being refunded by the 2013A
Bonds.
Series B Refunded Bonds mean (i) the Port's Limited Tax General Obligation Bonds,
Series 2004B (AMT) maturing on and after November 1, 2014, (ii) the following principal
amounts of the Port's Limited Tax General Obligation Refunding Bonds, Series 2004C (AMT):
Maturity Year Principal Interest
(November 1) Amounts Rates
2013 $ 255,000 5.25%
2014 265,000 5.00
2015 55,000 5.25
2016 55,000 5.25
2017 60,000 5.25
2018 65,000 5.25
2019 65,000 5.25
and (iii) the following principal amounts of the Port's Limited Tax General Obligation
Refunding Bonds, Series 2011 (AMT):
Maturity Year Principal Interest
(December 1) Amounts Rates
2025 $ 1,185,000 5.75%
all of which are being refunded by the 2013B Bonds.
2013A Bonds Refunding Accounts means the tax-exempt escrow account of that name
established pursuant to this Agreement for the purpose of defeasing and refunding the Series A
Refunded Bonds.
2013B Bonds Refunding Accounts means the taxable escrow account of that name
established pursuant to this Agreement for the purpose of defeasing and refunding the Series B
Refunded Bonds.
A-3
P:\20287_CMW\20287_9Z5 2/27/13
Refunding Accounts means the 2013A Bonds Refunding Accounts and the 2013B Bonds
Refunding Accounts.
Section 1.2. Other Definitions.
The terms "Agreement," "Port," "Escrow Agent," "Bond Resolution," "2013A Bonds",
"2013B Bonds" and "Refunded Bonds," when they are used in this Agreement, shall have the
meanings assigned to them in the preamble to this Agreement.
Section 1.3. Interpretations.
The titles and headings of the articles and sections of this Agreement have been inserted
for convenience and reference only and are not to be considered a part hereof and shall not in any
way modify or restrict the terms hereof. This Agreement and all of the terms and provisions
hereof shall be liberally construed to effectuate the purposes set forth herein and to achieve the
intended purpose of providing for the refunding of the Refunded Bonds in accordance with
applicable law.
Article 2. Deposit of Funds and Escrowed Securities
Section 2.1. Deposits in the Refunding Accounts.
Concurrently with the sale and delivery of the Bonds the Port shall deposit, or cause to be
deposited, with the Escrow Agent, for deposit in the Refunding Accounts, the funds sufficient to
purchase the Escrowed Securities described in Exhibits D-1 and D-2, and the Escrow Agent
shall, upon the receipt thereof, acknowledge such receipt to the Port in writing.
Article 3. Creation and Operation of Refunding Accounts
Section 3.1. Refunding Accounts.
The Escrow Agent is authorized and directed to create on its books two special trust
accounts and irrevocable escrows to be known as the 2013A Bonds Refunding Accounts and the
2013B Bonds Refunding Accounts (collectively, "the Refunding Accounts"). The 2013A Bonds
Refunding Accounts shall be established for the purpose of refunding the Series A Refunded
Bonds, and the 2013B Bonds Refunding Accounts shall be established for the purpose of
refunding the Series B Refunded Bonds. The Escrow Agent agrees that upon receipt it will
deposit to the credit of the 2013A Bonds Refunding Accounts certain amounts described in
Exhibit D-1 and will deposit to the credit of the 2013B Bonds Refunding Escrow Account certain
amounts described in Exhibit D-2. Such deposits, all proceeds therefrom, and all cash balances
on deposit therein (a) shall be the property of the Refunding Accounts, (b) shall be applied only
in strict conformity with the terms and conditions of this Agreement, and (c) are hereby
irrevocably pledged to the payment of the principal of and interest on the Refunded Bonds, which
payment shall be made by timely transfers of such amounts at such times as are provided for in
Section 3.2. When the final transfers have been made for the payment of such principal of and
A-4
P:\20287_CMW\20287_9Z5 2/27/13
interest on the Refunded Bonds, any balance then remaining in the Refunding Accounts shall be
transferred to the Port, and the Escrow Agent shall thereupon be discharged from any further
duties hereunder.
Section 3.2. Payment of Principal and Interest.
The Escrow Agent is hereby irrevocably instructed to transfer to the Paying Agent from
the cash balances on deposit in the Refunding Accounts, the amounts required to pay the
principal of the Refunded Bonds at their respective redemption dates and interest thereon to such
redemption dates in the amounts and at the times shown in Exhibits C-1 and C-2.
Section 3.3. Sufficiency of Refunding Accounts.
The Port represents that, the successive receipts of the principal of and interest on the
Escrowed Securities will assure that the cash balance on deposit from in the Refunding Accounts
will be at all times sufficient to provide money for transfer to the Paying Agent at the times and
in the amounts required to pay the interest on the Refunded Bonds as such interest comes due and
the principal of the Refunded Bonds as the Refunded Bonds are paid on an optional redemption
date prior to maturity, all as more fully set forth in Exhibit E. If, for any reason, at any time, the
cash balances on deposit or scheduled to be on deposit in the Refunding Accounts shall be
insufficient to transfer the amounts required by the Paying Agent to make the payments set forth
in Section 3.2., the Port shall timely deposit in the Refunding Accounts, from any funds that are
lawfully available therefor, additional funds in the amounts required to make such payments.
Notice of any such insufficiency shall be given promptly as hereinafter provided, but the Escrow
Agent shall not in any manner be responsible for any insufficiency of funds in the Refunding
Accounts or the Port's failure to make additional deposits.
Section 3.4. Trust Fund.
The Escrow Agent shall hold at all times the Refunding Accounts, the Escrowed
Securities and all other assets of the Refunding Accounts, wholly segregated from all other funds
and securities on deposit with the Escrow Agent; it shall never allow the Escrowed Securities or
any other assets of the Refunding Accounts to be commingled with any other funds or securities
of the Escrow Agent; and it shall hold and dispose of the assets of the Refunding Accounts only
as set forth herein. The Escrowed Securities and other assets of the Refunding Accounts shall
always be maintained by the Escrow Agent as trust funds for the benefit of the owners of the
Refunded Bonds; and a special account shall at all times be maintained on the books of the
Escrow Agent. The amounts received by the Escrow Agent under this Agreement shall not be
considered as a banking deposit by the Port, and the Escrow Agent shall have no right to title
with respect thereto except as a Agent and Escrow Agent under the terms of this Agreement.
A-5
P:\20287_CMW\20287_9Z5 2/27/13
Article 4. Limitation on Investments
Section 4.1. Investments.
Except for the initial investment in the Escrowed Securities, and except as provided in
Section 4.2, the Escrow Agent shall not have any power or duty to invest or reinvest any money
held hereunder, or to make substitutions of the Escrowed Securities, or to sell, transfer, or
otherwise dispose of the Escrowed Securities.
Section 4.2. Substitution of Securities.
At the written request of the Port, and upon compliance with the conditions hereinafter
stated, the Escrow Agent shall utilize cash balances in the Refunding Accounts, or sell, transfer,
otherwise dispose of or request the redemption of the Escrowed Securities and apply the proceeds
therefrom to purchase Refunded Bonds or Government Obligations which do not permit the
redemption thereof at the option of the obligor. Any such transaction may be effected by the
Escrow Agent only if (a) the Escrow Agent shall have received a written opinion from a firm of
certified public accountants that such transaction will not cause the amount of money and
securities in the Refunding Accounts to be reduced below an amount sufficient to provide for the
full and timely payment of principal of and interest on all of the remaining Refunded Bonds as
they become due, taking into account any optional redemption thereof exercised by the Port in
connection with such transaction; and (b) the Escrow Agent shall have received the unqualified
written legal opinion of its bond counsel or tax counsel to the effect that such transaction will not
cause any of the Series 2013A Bonds or Refunded Bonds to be an "arbitrage bond" within the
meaning of Section 148 of the Internal Revenue Code of 1986, as amended.
Article 5. Application of Cash Balances
Section 5.1. In General.
Limitation regarding the Series 2013A Bonds. Except as provided in Section 2.1, 3.2 and
4.2 hereof, no withdrawals, transfers or reinvestment shall be made of cash balances in the
Refunding Accounts. Cash balances shall be held by the Escrow Agent in United States currency
as cash balances as shown on the books and records of the Escrow Agent and, except as provided
herein, shall not be reinvested by the Escrow Agent; provided, however, a conversion to currency
shall not be required (i) for so long as the Escrow Agent's internal rate of return does not exceed
20%, or (ii) if the Escrow Agent's internal rate of return exceeds 20%, the Escrow Agent receives
a letter of instructions, accompanied by the opinion of nationally recognized bond counsel,
approving the assumed reinvestment of such proceeds at such higher yield.
A-6
P:\20287_CMW\20287_9Z5 2/27/13
Article 6. Redemption of Refunded Bonds
Section 6.1. Call for Redemption.
The Port hereby irrevocably calls for redemption those Refunded Bonds designated for
redemption on their earliest redemption dates, as shown in Appendix A attached hereto.
Section 6.2. Notice of Redemption/Notice of Defeasance.
The Escrow Agent agrees to give a notice of defeasance and a notice of the redemption of
the Refunded Bonds to the Paying Agent for dissemination in accordance with the terms of
Resolutions No. 3521 and 3648, of the Port Commission of the Port and in substantially the
forms attached as and as described in Appendices A and B to the Paying Agent for distribution as
described therein. The notice of defeasance shall be given immediately following the execution
of this Agreement, and the notice of redemption shall be given in accordance with the ordinance
or resolution authorizing the Refunded Bonds. The Escrow Agent hereby certifies that provision
satisfactory and acceptable to the Escrow Agent has been made for the giving of notice of
redemption of the Refunded Bonds.
Article 7. Records and Reports
Section 7.1. Records.
The Escrow Agent will keep books of record and account in which complete and accurate
entries shall be made of all transactions relating to the receipts, disbursements, allocations and
application of the money and Escrowed Securities deposited to the Refunding Accounts and all
proceeds thereof, and such books shall be available for inspection during business hours and after
reasonable notice.
Section 7.2. Reports.
While this Agreement remains in effect, the Escrow Agent annually shall prepare and
send to the Port a written report summarizing all transactions relating to the Refunding Accounts
during the preceding year, including, without limitation, credits to the Refunding Accounts as a
result of interest payments on or maturities of the Escrowed Securities and transfers from the
Refunding Accounts for payments on the Refunded Bonds or otherwise, together with a detailed
statement of all Escrowed Securities and the cash balance on deposit in the Refunding Accounts
as of the end of such period.
A-7
P:\20287_CMW\20287_9Z5 2/27/13
Article 8. Concerning the Paying Agent and Escrow Agent
Section 8.1. Representations.
The Escrow Agent hereby represents that it has all necessary power and authority to enter
into this Agreement and undertake the obligations and responsibilities imposed upon it herein,
and that it will carry out all of its obligations hereunder.
Section 8.2. Limitation on Liability.
The liability of the Escrow Agent to transfer funds for the payment of the principal of and
interest on the Refunded Bonds shall be limited to the proceeds of the Escrowed Securities and
the cash balances from time to time on deposit in the Refunding Accounts. Notwithstanding any
provision contained herein to the contrary, the Escrow Agent shall have no liability whatsoever
for the insufficiency of funds from time to time in the Refunding Accounts or any failure of the
obligors of the Escrowed Securities to make timely payment thereon, except for the obligation to
notify the Port promptly of any such occurrence.
The recitals herein and in the proceedings authorizing the Bonds shall be taken as the
statements of the Port and shall not be considered as made by, or imposing any obligation or
liability upon, the Escrow Agent.
It is the intention of the parties that the Escrow Agent shall never be required to use or
advance its own funds or otherwise incur personal financial liability in the performance of any of
its duties or the exercise of any of its rights and powers hereunder.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in any exercise of reasonable care and believed by it to be within the discretion or
power conferred upon it by this Agreement, nor shall the Escrow Agent be responsible for the
consequences of any error of judgment; and the Escrow Agent shall not be answerable except for
its own action, neglect or default, nor for any loss unless the same shall have been through its
negligence or want of good faith.
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the Port with respect to arrangements or contracts with
others, with the Escrow Agent's sole duty hereunder being to safeguard the Refunding Accounts,
to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow
Agent is called upon by the terms of this Agreement to determine the occurrence of any event or
contingency, the Escrow Agent shall be obligated, in making such determination, only to exercise
reasonable care and diligence, and in event of error in making such determination the Escrow
Agent shall be liable only for its own misconduct or its negligence. In determining the
occurrence of any such event or contingency the Escrow Agent may request from the Port or any
other person such reasonable additional evidence as the Escrow Agent in its discretion may deem
A-8
P:\20287_CMW\20287_9Z5 2/27/13
necessary to determine any fact relating to the occurrence of such event or contingency, and in
this connection may make inquiries of, and consult with, among others, the Port at any time.
Section 8.3. Successor Escrow Agents.
If at any time the Escrow Agent or its legal successor or successors should become
unable, through operation or law or otherwise, to act as Escrow Agent hereunder, or if its
property and affairs shall be taken under the control of any state or federal court or administrative
body because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist
in the office of Escrow Agent hereunder. In such event the Port, by appropriate action, promptly
shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have
been appointed by the Port within 60 days, a successor may be appointed by the owners of a
majority in principal amount of the Refunded Bonds then outstanding by an instrument or
instruments in writing filed with the Port, signed by such owners or by their duly authorized
attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be made
pursuant to the foregoing provisions of this section within three months after a vacancy shall
have occurred, the owner of any Refunded Bond may apply to any court of competent
jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice, if
any, as it may deem proper, prescribe and appoint a successor Escrow Agent.
Any successor Escrow Agent shall be a corporation organized and doing business under
the laws of the United States or any state, authorized under such laws to exercise corporate trust
powers, having a combined capital and surplus of at least $100,000,000 and subject to the
supervision or examination by federal or state authority.
Any successor Escrow Agent shall execute, acknowledge and deliver to the Port and the
Escrow Agent an instrument accepting such appointment hereunder, and the Escrow Agent shall
execute and deliver an instrument transferring to such successor Escrow Agent, subject to the
terms of this Agreement, all the rights, powers and trusts of the Escrow Agent hereunder. Upon
the request of any such successor Escrow Agent, the Port shall execute any and all instruments in
writing for more fully and certainly vesting in and confirming to such successor Escrow Agent all
such rights, powers and duties.
The obligations assumed by the Escrow Agent pursuant to this Agreement may be
transferred by the Escrow Agent to a successor Escrow Agent if (a) the requirements of this
Section 8.3 are satisfied; (b) the successor Escrow Agent has assumed all the obligations of the
Escrow Agent under this Agreement; and (c) all of the Escrowed Securities and money held by
the Escrow Agent pursuant to this Agreement have been duly transferred to such successor
Escrow Agent.
A-9
P:\20287_CMW\20287_9Z5 2/27/13
Article 9. Miscellaneous
Section 9.1. Notice.
Any notice, authorization, request, or demand required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given when mailed by registered or
certified mail, postage prepaid addressed to the Port or the Escrow Agent at the address shown on
Exhibit A attached hereto. The United States Post Office registered or certified mail receipt
showing delivery of the aforesaid shall be conclusive evidence of the date and fact of delivery.
Any party hereto may change the address to which notices are to be delivered by giving to the
other parties not less than ten days prior notice thereof.
Section 9.2. Termination of Responsibilities.
Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow
Agent shall have no further obligations or responsibilities hereunder to the Port, the owners of
the Refunded Bonds or to any other person or persons in connection with this Agreement.
Section 9.3. Binding Agreement.
This Agreement shall be binding upon the Port and the Escrow Agent and their respective
successors and legal representatives, and shall inure solely to the benefit of the owners of the
Refunded Bonds, the Port, the Escrow Agent and their respective successors and legal
representatives.
Section 9.4. Severability.
In case any one or more of the provisions contained in this Agreement shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Agreement, but this Agreement shall
be construed as if such invalid or illegal or unenforceable provision had never been contained
herein.
Section 9.5. Washington Law Governs.
This Agreement shall be governed exclusively by the provisions hereof and by the
applicable laws of the State of Washington.
Section 9.6. Time of the Essence.
Time shall be of the essence in the performance of obligations from time to time imposed
upon the Escrow Agent by this Agreement.
A-10
P:\20287_CMW\20287_9Z5 2/27/13
Section 9.7. Notice to Moody's and S&P.
In the event that this Agreement or any provision thereof is severed, amended or revoked,
the Port shall provide written notice of such severance, amendment or revocation to Moody's
Investors Service at 7 World Trade Center at 250 Greenwich Street, New York, New York,
10007, Attention: Public Finance Rating Desk/Refunded Bonds; and to Standard & Poor's
Rating Service, a Division of the McGraw Hill Companies, 55 Water Street, New York, New
York 10041, Attention: Public Finance Rating Desk/Refunded Bonds.
Section 9.8. Amendments.
This Agreement shall not be amended except to cure any ambiguity or formal defect or
omission in this Agreement. No amendment shall be effective unless the same shall be in writing
and signed by the parties thereto. No such amendment shall adversely affect the rights of the
holders of the Refunded Bonds. No such amendment shall be made without first receiving
written confirmation from the rating agencies, (if any) which have rated the Refunded Bonds that
such administrative changes will not result in a withdrawal or reduction of its rating then
assigned to the Refunded Bonds. If this Agreement is amended, prior written notice and copies
of the proposed changes shall be given to the rating agencies which have rated the Refunded
Bonds.
EXECUTED as of the date first written above.
PORT OF SEATTLE
Chief Financial and Administrative Officer
U.S. BANK NATIONAL ASSOCIATION
Authorized Signer
Exhibit A - Addresses of the Port and the Escrow Agent
Exhibit B - Descriptions of the Refunded Bonds
Exhibit C - Schedule of Debt Service on Refunded Bonds
Exhibit D - Description of Beginning Cash Deposit and Escrowed Securities
Exhibit E - Refunding Accounts Cash Flow
Appendix A - Notice of Redemption for the 2004 Bonds
Appendix B - Notice of Defeasance for the 2004 Bonds
A-11
P:\20287_CMW\20287_9Z5 2/27/13
EXHIBIT A
Addresses of the Port and the Escrow Agent
Port: Port of Seattle
2711 Alaskan Way
Pier 69
Seattle, WA 98121
Attention: Daniel S. Thomas, Chief Financial and Administrative Officer
Escrow Agent: U.S. Bank National Association
Corporate Trust Services PD-WA-T7CT
1420 Fifth Avenue, 7th Floor
Seattle, WA 98101
Attention: Carolyn Morrison, Vice President
A-A-1
P:\20287_CMW\20287_9Z5 1/4/2013
EXHIBIT B
Description of the Refunded Bonds
(the "Refunded Bonds")
Port of Seattle
Limited Tax General Obligation Bonds, Series 2004A (Non-AMT)
(the "Series 2004A Refunded Bonds")
Maturity Year Principal Interest
(November 1) Amounts Rates
2021 $ 7,870,000 5.00%
2022 12,020,000 5.00
2023 12,620,000 4.50
Port of Seattle
Limited Tax General Obligation Bonds, Series 2004B (AMT)
(the "Series 2004B Refunded Bonds")
Maturity Year Principal Interest
(November 1) Amounts Rates
2013 $ 7,760,000 5.25%
2014 8,170,000 5.00
2015 8,580,000 5.00
2016 9,005,000 5.00
2017 9,455,000 5.00
2018 9,930,000 5.00
2019 10,425,000 5.00
2020 10,945,000 4.50
2021 3,830,000 4.50
A-B-1
P:\20287_CMW\20287_9Z5 1/4/2013
Port of Seattle
Limited Tax General Obligation Refunding Bonds, Series 2004C (AMT)
(the "Series 2004C Defeased Bonds")
Maturity Year Principal Interest
(November 1) Amounts Rates
2013 $ 255,000 (1) 5.25%
2014 265,000 (1) 5.00
2015 55,000 (1) 5.25
2016 55,000 (1) 5.25
2017 60,000 (1) 5.25
2018 65,000 (1) 5.25
2019 65,000 (1) 5.25
(1) Partial defeasance of the maturity; balance remains outstanding.
Port of Seattle
Limited Tax General Obligation Refunding Bonds, Series 2011 (AMT)
(the "Series 20011 Refunded Bonds")
Maturity Year Principal Interest
(December 1) Amounts Rates
2025 $ 1,185,000 (1) 5.75%
(1) Partial refunding of the maturity; balance remains unrefunded.
A-B-2
P:\20287_CMW\20287_9Z5 1/4/2013
EXHIBIT C
Schedule of Debt Service on Refunded Bonds
I. Schedule of Debt Service on Series 2004A Refunded Bonds
Principal/
Date Interest Redemption Price Total
II. Schedule of Debt Service on Series 2004B Refunded Bonds
Principal/
Date Interest Redemption Price Total
III. Schedule of Debt Service on Series 2004C Defeased Bonds
Principal/
Date Interest Redemption Price Total
IV. Schedule of Debt Service on Series 2011 Refunded Bonds
Principal/
Date Interest Redemption Price Total
A-C-1
P:\20287_CMW\20287_9Z5 2/27/13
EXHIBIT D
Escrow Deposit
I. Cash $_____
II. Other Obligations
Principal
Description Maturity Date Amount Interest Rate Total Cost
A-D-1
P:\20287_CMW\20287_9Z5 2/27/13
EXHIBIT E
Refunding Accounts Cash Flow
Escrow Net Escrow Excess
Date Requirement Receipts Receipts Cash Balance
A-E-1
P:\20287_CMW\20287_9Z5 2/27/13
APPENDIX A-1
Notice of Redemption*
Port of Seattle
Limited Tax General Obligation Bonds, Series 2004A (Non-AMT)
NOTICE IS HEREBY GIVEN that the Port of Seattle has called for redemption on
November 1, 2013, its then outstanding Limited Tax General Obligation Bonds, Series 2004A
(Non-AMT) (the "Bonds").
The Bonds will be redeemed at a price of one hundred percent (100%) of their principal
amount, plus interest accrued to November 1, 2013. The redemption price of the Bonds is
payable on presentation and surrender of the Bonds at the office of:
The Bank of New York Mellon Wells Fargo Bank, National
Fiscal Agency Department Association
Ground Floor -or- Any branch in the State of Washington
101 Barclay Street, 7 East
New York, NY 10286
Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on
November 1, 2013.
The following Bonds are being redeemed:
Maturity Years Principal Interest CUSIP
(November 1) Amounts Rates Numbers
2021 $ 7,870,000 5.00% 735371HK5
2022 12,020,000 5.00 735371HL3
2023 12,620,000 4.50 735371HM1
The Port and Paying Agent shall not be responsible for the selection or use of the CUSIP
numbers selected, nor is any representation made as to their correctness indicated in the notice or
as printed on any Bond. They are included solely for the convenience of the holders.
* This notice shall be given not more than 60 nor less than 15 days prior to November 1, 2013 by first class
mail to each registered owner of the refunded bonds. In addition notice shall be mailed at least 35 days prior to
November 1, 2013 to The Depository Trust Company of New York, New York; Banc of America Securities LLC;
Financial Guaranty Insurance Company; Fitch Ratings, Moody's Investors Service, Standard & Poor's and to the
Municipal Securities Rulemaking Board.
Page 1Appendix A-1
P:\20287_CMW\20287_9Z5 2/27/13
By Order of Port of Seattle
The Bank of New York Mellon, as Paying Agent
Dated: .
Withholding of 28% of gross redemption proceeds of any payment made within the
United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2004
(the "Act") unless the Paying Agent has the correct taxpayer identification number (social
security or employer identification number) or exemption certificate of the payee. Please furnish
a properly completed Form W-9 or exemption certificate or equivalent when presenting your
Bonds.
Page 2Appendix A-1
P:\20287_CMW\20287_9Z5 2/27/13
APPENDIX A-2
Notice of Redemption*
Port of Seattle
Limited Tax General Obligation Bonds, Series 2004B (AMT)
NOTICE IS HEREBY GIVEN that the Port of Seattle has called for redemption on
November 1, 2013, its then outstanding Limited Tax General Obligation Bonds, Series
2004 (AMT) (the "Bonds").
The Bonds will be redeemed at a price of one hundred percent (100%) of their principal
amount, plus interest accrued to November 1, 2013. The redemption price of the Bonds is
payable on presentation and surrender of the Bonds at the office of:
The Bank of New York Mellon Wells Fargo Bank, National
Fiscal Agency Department Association
Ground Floor -or- Any branch in the State of Washington
101 Barclay Street, 7 East
New York, NY 10286
Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on
November 1, 2013.
The following Bonds are being redeemed:
Maturity Years Principal Interest CUSIP
(November 1) Amounts Rates Numbers
2014 $ 8,170,000 5.00% 735371HY5
2015 8,580,000 5.00 735371HZ2
2016 9,005,000 5.00 735371JA5
2017 9,455,000 5.00 735371JB3
2018 9,930,000 5.00 735371JCl
2019 10,425,000 5.00 735371JD9
2020 10,945,000 4.50 735371JE7
2021 3,830,000 4.50 735371JF4
The Port and Paying Agent shall not be responsible for the selection or use of the CUSIP
numbers selected, nor is any representation made as to their correctness indicated in the notice or
as printed on any Bond. They are included solely for the convenience of the holders.
* This notice shall be given not more than 60 nor less than 15 days prior to November 1, 2013 by first class
mail to each registered owner of the refunded bonds. In addition notice shall be mailed at least 35 days prior to
November 1, 2013 to The Depository Trust Company of New York, New York; UBS Financial Services Inc.;
Assured Guaranty Municipal Corp.; Fitch Ratings, Moody's Investors Service, Standard & Poor's and to the
Municipal Securities Rulemaking Board.
Page 1Appendix A-2
P:\20287_CMW\20287_9Z5 2/27/13
By Order of Port of Seattle
The Bank of New York Mellon, as Paying Agent
Dated: .
Withholding of 28% of gross redemption proceeds of any payment made within the
United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2004
(the "Act") unless the Paying Agent has the correct taxpayer identification number (social
security or employer identification number) or exemption certificate of the payee. Please furnish
a properly completed Form W-9 or exemption certificate or equivalent when presenting your
Bonds.
Page 2Appendix A-2
P:\20287_CMW\20287_9Z5 2/27/13
APPENDIX A-3
Notice of Redemption*
Port of Seattle
Limited Tax General Obligation Refunding Bonds, Series 2011 (AMT)
NOTICE IS HEREBY GIVEN that the Port of Seattle has called for redemption on
June 1, 2021, its then outstanding Limited Tax General Obligation Refunding Bonds,
Series 2011 (AMT) (the "Bonds").
The Bonds will be redeemed at a price of one hundred percent (100%) of their principal
amount, plus interest accrued to June 1, 2021. The redemption price of the Bonds is payable on
presentation and surrender of the Bonds at the office of:
The Bank of New York Mellon Wells Fargo Bank, National
Fiscal Agency Department Association
Ground Floor -or- Any branch in the State of Washington
101 Barclay Street, 7 East
New York, NY 10286
Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on
June 1, 2021.
The following Bonds are being redeemed:
Maturity Years Principal Interest CUSIP
(November 1) Amounts Rates Numbers
2025 $ 1,185,000 5.75% 735371LZ7
The Port and Paying Agent shall not be responsible for the selection or use of the CUSIP
numbers selected, nor is any representation made as to their correctness indicated in the notice or
as printed on any Bond. They are included solely for the convenience of the holders.
* This notice shall be given not more than 60 nor less than 20 days prior to June 1, 2021 by first class mail to
each registered owner of the refunded bonds. In addition notice shall be mailed at least 35 days prior to June 1, 2021
to The Depository Trust Company of New York, New York; UBS Financial Services Inc.; Assured Guaranty
Municipal Corp.; Fitch Ratings, Moody's Investors Service, Standard & Poor's and to the Municipal Securities
Rulemaking Board.
Page 1Appendix A-3
P:\20287_CMW\20287_9Z5 2/27/13
By Order of Port of Seattle
The Bank of New York Mellon, as Paying Agent
Dated: .
Withholding of 28% of gross redemption proceeds of any payment made within the
United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2004
(the "Act") unless the Paying Agent has the correct taxpayer identification number (social
security or employer identification number) or exemption certificate of the payee. Please furnish
a properly completed Form W-9 or exemption certificate or equivalent when presenting your
Bonds.
Page 2Appendix A-3
P:\20287_CMW\20287_9Z5 2/27/13
APPENDIX B-1
Notice of Defeasance*
Port of Seattle
Limited Tax General Obligation Bonds, Series 2004A (Non-AMT)
NOTICE IS HEREBY GIVEN to the owners of that portion of the above-captioned bonds
with respect to which, pursuant to an Escrow Agreement dated _________, 2013, by and
between the Port of Seattle (the "Port") and U.S. Bank National Association (the "Escrow
Agent"), the Port has deposited into an escrow account, held by the Escrow Agent, cash and non-
callable direct obligations of the United States of America, the principal of and interest on which,
when due, will provide money sufficient to pay each year, to and including the respective
maturity or redemption dates of such bonds so provided for, the principal thereof and interest
thereon (the "Defeased Bonds"). Such Defeased Bonds are therefore deemed to be no longer
outstanding pursuant to the provisions of Resolution No. 3521 of the Port, authorizing the
issuance of the Defeased Bonds, but will be paid by application of the assets of such escrow
account.
The Defeased Bonds are described as follows:
Port of Seattle
Limited Tax General Obligation Bonds, Series 2004A (Non-AMT)
(Dated February 12, 2004)
Maturity Years Principal Interest Redemption CUSIP
(November 1) Amounts Rates Date (at 100%) Numbers
2021 $ 7,870,000 5.00% 11/01/2013 735371HK5
2022 12,020,000 5.00 11/01/2013 735371HL3
2023 12,620,000 4.50 11/01/2013 735371HM1
Information for Individual Registered Owner
The addressee of this notice is the registered owner of Bond Certificate No. _____ of the
Defeased Bonds described above, which certificate is in the principal amount of $_______.
Dated: ____________, 2013.
U.S. Bank National Association, as Escrow Agent
* This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds.
In addition notice shall be mailed to The Depository Trust Company of New York, New York; Banc of America
Securities LLC; Financial Guaranty Insurance Company; Fitch Ratings, Moody's Investors Service, Standard &
Poor's, and to the Municipal Securities Rulemaking Board.
Page 1Appendix B-1
P:\20287_CMW\20287_9Z5 2/27/13
APPENDIX B-2
Notice of Defeasance*
Port of Seattle
Limited Tax General Obligation Bonds, Series 2004B (AMT)
NOTICE IS HEREBY GIVEN to the owners of that portion of the above-captioned bonds
with respect to which, pursuant to an Escrow Agreement dated _________, 2013, by and
between the Port of Seattle (the "Port") and U.S. Bank National Association (the "Escrow
Agent"), the Port has deposited into an escrow account, held by the Escrow Agent, cash and non-
callable direct obligations of the United States of America, the principal of and interest on which,
when due, will provide money sufficient to pay each year, to and including the respective
maturity or redemption dates of such bonds so provided for, the principal thereof and interest
thereon (the "Defeased Bonds"). Such Defeased Bonds are therefore deemedto be no longer
outstanding pursuant to the provisions of Resolution No. 3521 of the Port, authorizing the
issuance of the Defeased Bonds, but will be paid by application of the assets of such escrow
account.
The Defeased Bonds are described as follows:
Port of Seattle
Limited Tax General Obligation Bonds, Series 2004B (AMT)
(Dated February 12, 2004)
Maturity Years Principal Interest Redemption CUSIP
(November 1) Amounts Rates Date (at 100%) Numbers
2014 $ 8,170,000 5.00% 11/01/2013 735371HY5
2015 8,580,000 5.00 11/01/2013 735371HZ2
2016 9,005,000 5.00 11/01/2013 735371JA5
2017 9,455,000 5.00 11/01/2013 735371JB3
2018 9,930,000 5.00 11/01/2013 735371JCl
2019 10,425,000 5.00 11/01/2013 735371JD9
2020 10,945,000 4.50 11/01/2013 735371JE7
2021 3,830,000 4.50 11/01/2013 735371JF4
Information for Individual Registered Owner
The addressee of this notice is the registered owner of Bond Certificate No. _____ of the
Defeased Bonds described above, which certificate is in the principal amount of $_______.
Dated: ____________, 2013.
U.S. Bank National Association, as Escrow Agent
* This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds.
In addition notice shall be mailed to The Depository Trust Company of New York, New York; UBS Financial
Services Inc.; Assured Guaranty Municipal Corp.; Moody's Investors Service and the Municipal Securities
Rulemaking Board.
Page 1Appendix B-2
P:\20287_CMW\20287_9Z5 2/27/13
APPENDIX B-3
Notice of Defeasance*
Port of Seattle
Limited Tax General Obligation Refunding Bonds, Series 2004C (AMT)
NOTICE IS HEREBY GIVEN to the owners of that portion of the above-captioned bonds
with respect to which, pursuant to an Escrow Agreement dated _________, 2013, by and
between the Port of Seattle (the "Port") and U.S. Bank National Association (the "Escrow
Agent"), the Port has deposited into an escrow account, held by the Escrow Agent, cash and non-
callable direct obligations of the United States of America, the principal of and interest on which,
when due, will provide money sufficient to pay each year, to and including the respective
maturity or redemption dates of such bonds so provided for, the principal thereof and interest
thereon (the "Defeased Bonds"). Such Defeased Bonds are therefore deemed to be no longer
outstanding pursuant to the provisions of Resolution No. 3521 of the Port, authorizing the
issuance of the Defeased Bonds, but will be paid by application of the assets of such escrow
account.
The Defeased Bonds are described as follows:
Port of Seattle
Limited Tax General Obligation Bonds, Series 2004C (AMT)
(Dated February 12, 2004)
Original New CUSIP New CUSIP Principal
CUSIP Numbers for Numbers for Maturity Year Amounts Interest
Numbers Defeased Bonds Undefeased Portion (November 1) Defeased Rates
735371JR8 2013 $ 255,000* 5.25%
735371JS6 2014 265,000* 5.00
735371JT4 2015 55,000* 5.25
735371JU1 2016 55,000* 5.25
735371JV9 2017 60,000* 5.25
735371JW7 2018 65,000* 5.25
735371JX5 2019 65,000* 5.25
* Portion of original principal amount issued. New CUSIP numbers have been assigned to these
bonds and the undefeased portion of this maturity.
Bond Numbers of Defeased Bonds
Information for Individual Registered Owner
* This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds.
In addition notice shall be mailed to The Depository Trust Company of New York, New York; UBS Financial
Services Inc.; Assured Guaranty Municipal; Moody's Investors Service and the Municipal Securities Rulemaking
Board.
Page 1Appendix B-3
P:\20287_CMW\20287_9Z5 2/27/13
The addressee of this notice is the registered owner of Bond Certificate No. _____ of the
Defeased Bonds described above, which certificate is in the principal amount of $_________. Of
that principal amount, $__________ has been defeased as described above.
New CUSIP numbers have been assigned to maturities of the Defeased Bonds designated
above with an asterisk (*). Such Defeased Bonds must be submitted to the Fiscal Agent for the
State of Washington for reissue with the appropriate CUSIP number(s). If your bond has been
assigned a new CUSIP number, please submit it to the address listed below along with a copy of
this notice.
Dated: ____________, 2013.
U.S. Bank National Association, as Escrow Agent
Page 2Appendix B-3
P:\20287_CMW\20287_9Z5 2/27/13
APPENDIX B-4
Notice of Defeasance*
Port of Seattle
Limited Tax General Obligation Refunding Bonds, Series 2011 (AMT)
NOTICE IS HEREBY GIVEN to the owners of that portion of the above-captioned bonds
with respect to which, pursuant to an Escrow Agreement dated _________, 2013, by and
between the Port of Seattle (the "Port") and U.S. Bank National Association (the "Escrow
Agent"), the Port has deposited into an escrow account, held by the Escrow Agent, cash and non-
callable direct obligations of the United States of America, the principal of and interest on which,
when due, will provide money sufficient to pay each year, to and including the respective
maturity or redemption dates of such bonds so provided for, the principal thereof and interest
thereon (the "Defeased Bonds"). Such Defeased Bonds are therefore deemed to be no longer
outstanding pursuant to the provisions of Resolution No. 3648 of the Port, authorizing the
issuance of the Defeased Bonds, but will be paid by application of the assets of such escrow
account.
The Defeased Bonds are described as follows:
Port of Seattle
Limited Tax General Obligation Refunding Bonds, Series 2011 (AMT)
(Dated February 23, 2011)
Original New CUSIP New CUSIP
CUSIP Numbers for Numbers for Maturity Years Principal Interest
Numbers Defeased Bonds Undefeased Portion (November 1) Amounts Rates
735371LZ7 2025 $ 1,185,000* 5.75%
* Portion of original principal amount issued. New CUSIP numbers have been assigned to these
bonds and the undefeased portion of this maturity.
Bond Numbers of Defeased Bonds
Information for Individual Registered Owner
The addressee of this notice is the registered owner of Bond Certificate No. _____ of the
Defeased Bonds described above, which certificate is in the principal amount of $_________. Of
that principal amount, $__________ has been defeased as described above.
* This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds.
In addition notice shall be mailed to The Depository Trust Company of New York, New York; UBS Financial
Services Inc.; Assured Guaranty Municipal; Moody's Investors Service and the Municipal Securities Rulemaking
Board.
Page 1Appendix B-4
P:\20287_CMW\20287_9Z5 2/27/13
New CUSIP numbers have been assigned to maturities of the Defeased Bonds designated
above with an asterisk (*). Such Defeased Bonds must be submitted to the Fiscal Agent for the
State of Washington for reissue with the appropriate CUSIP number(s). If your bond has been
assigned a new CUSIP number, please submit it to the address listed below along with a copy of
this notice.
Dated: ____________, 2013.
U.S. Bank National Association, as Escrow Agent
Page 2Appendix B-4
P:\20287_CMW\20287_9Z5 2/27/13
EXHIBIT B
C O S T S O F I S S U A N C E A G R E E M E N T
PORT OF SEATTLE
LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2013A (Non-AMT) AND LIMITED TAX GENERAL OBLIGATION
REFUNDING BONDS, SERIES 2013B (TAXABLE)
THIS COSTS OF ISSUANCE AGREEMENT, dated as of _________, 2013 (herein,
together with any amendments or supplements hereto, called the "Agreement"), is entered into by
and between the PORT OF SEATTLE, (herein called the "Port") and U.S. BANK NATIONAL
ASSOCIATION, as Escrow Agent (herein, together with any successor in such capacity, called
the "Escrow Agent").
W I T N E S S E T H :
WHEREAS, pursuant to Resolution No. _______ adopted on _______ ____, 2013 (the
"Bond Resolution"), the Port has determined to issue its Limited Tax General Obligation
Refunding Bonds, 2013 (the "Bonds") for the purpose of providing funds to pay the costs of
refunding certain outstanding bonds of the Port; and
WHEREAS, simultaneously herewith, the Port is entering into an Escrow Deposit
Agreement, dated _______________, 2013 under which the Escrow Agent will hold invested
proceeds of the Bonds in order to pay and redeem the refunded bonds under the terms set forth
therein; and
WHEREAS, certain proceeds of the Bonds will be delivered to the Escrow Agent on the
date of issuance of the Bonds that are required to be disbursed to pay costs of issuance of the
Bonds; and
WHEREAS, the Escrow Agent has agreed, without additional compensation to disburse
the Bond proceeds received to pay costs of issuance under the terms of this Agreement;
Section 1. Deposit in the Costs of Issuance Fund.
The Escrow Agent has created on its books a special trust fund and escrow fund to be
known as the Costs of Issuance Fund. The Escrow Agent agrees that upon receipt it will deposit
to the credit of the Costs of Issuance Fund Account the sum of $_______ to pay those costs of
issuance set forth on Exhibit A. Such deposit, all proceeds therefrom, and all cash balances on
deposit therein shall be the property of the Costs of Issuance Fund to pay those costs of issuance
set forth on Exhibit A upon receipt of invoices. If any of the $________ deposit allocated for
costs of issuance for the Bonds remains unspent on ________, 201_, the Escrow Agent shall
B-1
P:\20287_CMW\20287_9Z5 2/27/13
transfer such unspent amount to the Port, and this Agreement shall be deemed fully performed
and terminated.
Section 2. Investments.
The Escrow Agent shall not have any power or duty to invest or reinvest any money held
hereunder.
Section 3. Limitation on Liability.
The liability of the Escrow Agent to transfer funds for the payment of the costs of
issuance identified herein shall be limited to the proceeds of the Bonds delivered to the Escrow
Agent.
Section 4. Compensation.
The Port shall pay to the Escrow Agent fees for performing the services hereunder and
under the Escrow Agreement for the expenses incurred or to be incurred by the Escrow Agent in
the administration of this Agreement and the Escrow Agreement pursuant to the terms of the Fee
Schedule attached as Exhibit B. The Escrow Agent hereby agrees that in no event shall it ever
assert any claim or lien against funds held under the Escrow Agreement for any fees for its
services, whether regular or extraordinary, as Escrow Agent, or in any other capacity, or for
reimbursement for any of its expenses as Escrow Agent or in any other capacity.
Section 5. Notice.
Any notice, authorization, request, or demand required or permitted to be given hereunder
shall be in writing and shall be deemed to have been duly given when mailed by registered or
certified mail, postage prepaid addressed to the Port and the Escrow Agent at the address shown
on Exhibit A to the Escrow Agreement.
Section 6. Washington Law Governs.
This Agreement shall be governed exclusively by the provisions hereof and by the
applicable laws of the state of Washington.
B-2
P:\20287_CMW\20287_9Z5 2/27/13
EXECUTED as of the date first written above.
PORT OF SEATTLE
Chief Financial and Administrative Officer
U.S. BANK NATIONAL ASSOCIATION
Authorized Signer
Exhibit A - Costs of Issuance Schedule
Exhibit B - Fee Schedule
B-3
P:\20287_CMW\20287_9Z5 2/27/13
EXHIBIT A
Costs of Issuance
Escrow Agent Fee (U.S. Bank National
Association) ........................................................ $
Bond Counsel Fee (K&L Gates LLP) ......................
[Verification Agent Fee (__________)] ..................
Official Statement Printing/Distribution .................
Rating Agency Fees ([Moody's, S&P, Fitch]) .........
Total: ................................................................... $
B-A-1
P:\20287_CMW\20287_9Z5 2/27/13
EXHIBIT B
Fee Schedule
B-B-1
P:\20287_CMW\20287_9Z5 2/27/13
Limitations of Translatable Documents
PDF files are created with text and images are placed at an exact position on a page of a fixed size.
Web pages are fluid in nature, and the exact positioning of PDF text creates presentation problems.
PDFs that are full page graphics, or scanned pages are generally unable to be made accessible, In these cases, viewing whatever plain text could be extracted is the only alternative.