Port :3"
of Seattle
PO. Box 1209
Seattle, Washington 98111
www.portseattle.org
206.787.3000

MINUTES OF THE
SPECIAL MEETING OF THE BOARD OF DIRECTORS
OF THE INDUSTRIAL DEVELOPMENT CORPORATION
OF THE PORT OF SEATTLE

September 11, 2012

A special meeting of the Board of Directors of the Industrial Development Corporation
(IDC) of the Port of Seattle, Washington, was held on September 11, 2012, during a
recess of the Port Commission special meeting on the same date, which convened at
10:59 am. at Port of Seattle Headquarters, Commission Chambers, 2711 Alaskan Way,
Seattle, Washington. The special meeting of the Board of Directors of the IDC convened
at 2:51 pm. Directors present included Tom Albro, Bill Bryant, John Creighton, Rob
Holland, and Gael Tarleton.

1.     Resolution No. 80, Authorizing the issuance and sale of its Special Facilities
Revenue Refunding Bonds, Series 2012 {Delta Air Lines, Inc. Project! in a
principal amount not to exceed $75,000,000

ACTION REQUESTED: Request introduction and approval of Resolution No. 80: A
Resolution of the Board of Directors of the Industrial Development Corporation of the
Port of Seattle authorizing the issuance and sale of its Special Facilities Revenue
Refunding Bonds, Series 2012 (Delta Air Lines, Inc. Project) in a principal amount not to
exceed $75,000,000; approving the documentation in connection with the issuance of
said bonds; appointing a trustee; and providing for other matters relating thereto. The
resolution also authorizes, directs, and designates the IDC board members and Port staff
to execute documents on behalf of the IDC related to the 2012 bonds.

Request documents: IDC memorandum dated August 31, 2012, and Resolution No. 80
provided by Elizabeth Morrison, Senior Manager Corporate Finance.

Presenter: Ms. Morrison.

Ms. Morrison reported that the resolution would authorize the issuance and sale of bonds
on behalf of Delta Air Lines, Inc. to refund bonds originally issued in 2001 on behalf of
Northwest Airlines, Inc. to construct capital improvements. She noted the bond structure
of the refunding bonds is virtually identical to the original bonds and that the refunding

Port of Seattle Industrial Development Corporation Minutes of September 11, 2012     Page 2 of 2

bonds would be secured by a nancing lease that provides for payments from Delta to a
bond trustee and a deed of trust that provides leasehold interest in the premises and
improvements at the Airport.  She explained that the resolution would authorize the
issuance of up to $75 million in bonds solely for refunding the outstanding bonds and
paying the costs of issuance.

In response to Director Albro, Ms. Morrison explained that the original 2001 bond
amount of $64.3 million remains outstanding and that the $75 million amount provides
for structuring of the bonds by the underwriters so as to obtain potential discounts. She
estimated that the estimate for bond issuance is closer to $66 or $67 million, assuming the
bonds are issued at par.

Motion to adopt Resolution No. 80  Albro

Second  Creighton

Motion carried:

In Favor: Albro, Bryant, Creighton, Holland, Tarleton (5)

[Clerical note  IDC resolutions do not require two readings, but can be adopted with
one reading and vote.]

2.    Adjournment

There being no further business, the special meeting of the Board of Directors of the
Industrial Develo  ent Corporation of the Port of Seattle was adjourned at 2:56 pm.

Approved
BILL BRYANT 

ASSISTANT SECRETARY