RESOLUTION NO. 80

A RESOLUTION ofthe 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.

WHEREAS, on June 5, 2001, the Board of Directors (the "Board") of the Industrial

Development Corporation of the Port of Seattle (the "Development Corporation") issued its

Special Facilities Revenue Bonds, 2001 (Northwest Airlines, Inc. Project) (the "2001 Bonds") in

the aggregate principal amount of $64,300,000 for the purpose of nancing certain industrial

development facilities (the "Project") by Northwest Airlines, Inc.; and

WHEREAS, subsequent to the issuance of the 2001 Bonds, Northwest Airlines, Inc.

merged into Delta Air Lines, Inc. (the "Company"); and

WHEREAS, after due consideration it appears to the Board that the 2001 Bonds, which

remain outstanding in the principal amount of $64,300,000, may be refunded by the proceeds of

special facilities revenue refunding bonds at a substantial savings; and

WHEREAS, the 2001 Bonds may be redeemed at any time on or aer April 1, 2012 at a

price of 100% of the principal amount thereof; and

WHEREAS, on August 16, 2012, the Development Corporation held an open public

hearing on the issuance of said special facilities revenue refunding bonds pursuant to notice

published in The Seattle Times on August 1, 2012; and

WHEREAS, forms for the following documents ("Financing Documents") relating to the

proposed issue of bonds and the use of bond proceeds have been prepared and are on le with the

Secretary ofthe Board:

(a)    A Financing Lease (the "Financing Lease"), to be dated as of October 1, 2012,

proposed to be made and entered into between the Company and the Development Corporation;

(b)   A Sublease (the "Sublease"), to be dated as of October 1, 2012, proposed to be

made and entered into between the Development Corporation and the Company;

(c)    An Indenture of Trust (the "Indenture") to be dated as of October 1, 2012,

proposed to be made and entered into between the Development Corporation and US. Bank

National Association, a national banking association with trust powers having its main corporate

trust ofces and place of business in the city of St. Paul, Minnesota, as trustee (the "Trustee"),

authorizing the issuance of and setting forth the terms and conditions of the said special facilities

revenue refunding bonds, assigning the Development Corporation's interest in the Financing

Lease and the Sublease, and setting forth the proposed recitals, covenants and agreements of the

parties with respect thereto;

(d)   The Leasehold Deed of Trust and Security Agreement (the "Leasehold Deed of

Trust") and Assignment of Leasehold Deed of Trust and Security Agreement from the

Development Corporation to the Trustee (the "Assignment");

(e)    A Bond Purchase Agreement (the "Bond Purchase Agreement") proposed to be

made and entered into between Citigroup Global Markets Inc. (the "Underwriter") and the

Development Corporation;

(1)    An Indemnication and Compensation Agreement, between the Development

Corporation and the Company (the "Indemnication and Compensation Agreement");

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(g)   A Letter of Representation ("Letter of Representation") from the Company as

required under the Bond Purchase Agreement;

(h)   An Escrow Deposit Agreement ("Escrow Agreement") between the Development

Corporation and US. Bank National Association, in its capacity as escrow agent, with respect to

certain proceeds of the Bonds; and

(i)     A Guaranty from the Company to the Trustee (the "Guaranty"); and

WHEREAS, pursuant to the foregoing Financing Documents, the Development

Corporation hereby determines that the issuance of its Special Facilities Revenue Refunding

Bonds, Series 2012 (Delta Air Lines, Inc. Project) in an aggregate principal amount not to exceed

$75,000,000 (the "Bonds"), is in the public interest and consistent with the Act;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE

INDUSTRIAL DEVELOPMENT CORPORATION OF THE PORT OF SEATTLE, as follows:

Section 1.    Findings of the Development Corporation.  The Board hereby nds as

follows:

(a)    Refunding the 2001 Bonds, the issuance and sale of the Bonds, the execution and

delivery of the Financing Lease, the Sublease, the Leasehold Deed of Trust, the Assignment, the

Indenture, the Bond Purchase Agreement, the Escrow Agreement and the Indemnication and

Compensation Agreement, and the performance of all covenants and agreements of the

Development Corporation contained in the Financing Lease, the Sublease, the Leasehold Deed of

Trust, the Assignment, the Indenture, the Bond Purchase Agreement, the Escrow Agreement and

the Indemnication and Compensation Agreement and all other acts and things required under

the Constitution and laws of the State of Washington to make the Financing Lease, the Sublease,

the Leasehold Deed of Trust, the Assignment, the Indenture, the Bond Purchase Agreement, the


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Escrow Agreement, the Indemnication and Compensation Agreement and the Bonds valid and

binding,  limited obligations of the Development Corporation enforceable against the

Development Corporation in accordance with their terms, respectively, are authorized by the Act;

(b)   The issuance and sale of the Bonds and the use of the Bond proceeds to refund the

2001 Bonds and pay costs of issuance are in conformity with and satisfy the guidelines of the

Development Corporation with respect to the issuance of industrial revenue bonds under the Act;

and

(c)    In reliance upon delivery of an approving legal opinion from Bond Counsel,

K&L Gates LLP, the Board hereby nds and determines that the interest on the Bonds will be

exempt from income taxation by the federal government, subject to certain customary exceptions.

Section 2.    Authorization and Approval.  The Development Corporation is hereby

authorized to refund the 2001 Bonds and permit the use of the Bond proceeds for such purpose

and to pledge and assign the Financing Lease payments and revenues therefrom and its interest in

the Financing Lease and the Sublease to the Trustee hereinaer appointed, all as provided in the

Sublease, the Financing Lease and the Indenture. The forms of the Financing Documents are

approved subject to such modications as are deemed appropriate and approved by the President

or Vice President of the Board of Directors or Development Corporation Representative

(hereinafter appointed) and counsel for the Development Corporation, which approval shall be

conclusively evidenced by execution and delivery of the Financing Lease, the Sublease, the

Assignment, the Indenture, the Bond Purchase Agreement, the Escrow Agreement, the

Indemnication and Compensation Agreement, and the Bonds by the President, Vice President

or Secretary of the Board or Development Corporation Representative as therein required. The

Financing Lease, the Sublease, the Escrow Agreement, the Indemnication and Compensation

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Agreement and the Assignment are hereby directed to be executed in the name and on behalf of

the Development Corporation by the President or Vice President of the Board or a Development

Corporation Representative, but only to be delivered upon execution thereof by the Company, as

applicable.  The Indenture is directed to be executed in the name and on behalf of the

Development Corporation by the President, Vice President or Secretary of the Board or a

Development Corporation Representative, and delivered to the Trustee.

Section 3.    Authorization of Bonds.  To remd the 2001 Bonds, the Development

Corporation does hereby authorize the issuance, sale and delivery of the Bonds, in an aggregate

principal amount not to exceed $75,000,000, in the form set forth in the Indenture, pursuant to

the terms set forth therein. The Bonds shall mature and bear interest as provided in the Bond

Purchase Agreement. Payments of principal and interest shall be made as provided in the

Indenture.  The Bonds shall be subject to redemption prior to their scheduled maturities as

provided in the Indenture.

Section 4.    Sale of Bonds. The proposal of the Underwriter to purchase the Bonds

pursuant to the Bond Purchase Agreement in accordance with the terms set forth in the Bond

Purchase Agreement is hereby accepted. The Bond Purchase Agreement shall be executed in the

name and on behalf of the Development Corporation by the President or Vice President of the

Board or a Development Corporation Representative, but shall be delivered only upon execution

thereof by the Underwriter and the execution of the Letter of Representation by the Company.

Section 5.    Execution and Delivery of Bonds. The President or Vice President and

Secretary of the Board of Directors of the Development Corporation are authorized and directed

to execute by facsimile or manual signatures for and on behalf of the Development Corporation

the Bonds as provided in the Indenture and to deliver such Bonds to the Trustee hereinaer


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named for authentication and thereafter to deliver the Bonds to the Underwriter upon the

simultaneous payment ofthe purchase price as specied in the Bond Purchase Agreement.

Section 6.   Appointment of Trustee.  US. Bank National Association, St. Paul,

Minnesota, is hereby designated as Trustee for the Bonds. The Development Corporation does

request and authorize the Trustee on behalf of the Development Corporation to authenticate the

Bonds and the President or the Vice President of the Board or a Development Corporation

Representative is authorized to execute a formal request to authenticate for and on behalf of the

Development Corporation.

Section 7.    Further Documents and Certicates.  The Development Corporation

Representative, as hereinafter dened, and such other ofcers of the Development Corporation

as may be appropriate, are authorized and directed to execute any and all documents and do any

and all things determined necessary to effect the accomplishment of the issuance, sale and

delivery of the Bonds and to deliver the necessary documents to the proper parties as requested to

carry out the intended purposes of this resolution. In addition, the Development Corporation

Representative is authorized to approve the appointment of a successor Trustee and approve

amendments as authorized by Section 7.01 and Article VIII, respectively, of the Indenture.

"Development Corporation Representative" means the Chief Executive Ofcer of the Port of

Seattle (the "Port") or the Chief Financial and Administrative Ofcer of the Port (or the

successor in function(s) to such person(s)) or such other person as may be directed by resolution

of the Board or any other employee of the Port designated in writing by any of the foregoing as a

Development Corporation Representative.

Section 8.    Limitations on Liabilig. Nothing contained in this resolution nor in the

Bonds, the Sublease, the Financing Lease, the Leasehold Deed of Trust, the Assignment, the

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Indenture, the Escrow Agreement, the Bond Purchase Agreement, nor any other instrument, shall

be construed with respect to the Development Corporation or the Port of Seattle (the "Port") as

incurring a pecuniary liability or charge upon the general credit of the Development Corporation

or the Port or against the taxing power of the Port, nor shall the breach of any agreement

contained in this resolution, the Bonds, the Financing Lease, the Sublease, the Leasehold Deed of

Trust, the Assignment, the Indenture, the Escrow Agreement, the Bond Purchase Agreement, or

any other instrument or document executed in connection therewith impose any pecuniary

liability upon the Development Corporation or the Port or any charge upon the general credit of

the Port or the taxing power ofthe Port.

ADOPTED by the Board of Directors of the Industrial Development Corporation of the

Port of Seattle this 11th day of September, 2012.

INDUSTRIAL DEVELOPMENT
CORPORATION OF THE PORT OF
SEATTLE


President, Board of Directors 
GAEI. TARLETON


Secretary, Board of Directors
TOM ALBRO






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CERTIFICATE

I, the undersigned, Secretary of the Board of Directors (the "Board") of the Industrial

Development Corporation of the Port of Seattle (the "Development Corporation"), DO HEREBY

CERTIFY:

1.     That the attached Resolution No. 80 (the "Resolution") is a true and correct copy

of a resolution of the Development Corporation as adopted at a special meeting of the Board held

on September 11, 2012.

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

legal quorum was present throughout the meeting and a legally sufcient number of members of

the Board voted in the proper manner for the adoption of the Resolution; that all other

requirements and proceedings incident to the proper adoption of the Resolution have been duly

lllled, carried out and otherwise observed, and that I am authorized to execute this certicate.

IN WITNESS WHEREOF, I have hereunto set my hand this H" day of September,

2012.
M
Secretary, Board of Directors
TOM ALBRO







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