RESOLUTION NO. 3667

A RESOLUTION of the Port Commission of the Port of Seattle
approving the issuance by the Industrial Development Corporation
of the Port of Seattle of its Special Facilities Revenue Refunding
Bonds, Series 2012 (Delta Air Lines, Inc. Project) in a principal
amount not to exceed $75,000,000 for the purpose of refunding the
Development Corporation's Special Facilities Revenue Bonds,
2001 (Northwest Airlines, Inc. Project); and approving the
resolution of said Development Corporation authorizing said bonds
and other documentation in connection with the issuance of said
bonds.

WHEREAS, the Port of Seattle (the "Port"), by Resolution No. 2845, has approved and

authorized the creation of the Industrial Development Corporation of the Port of Seattle (the

"Development Corporation") pursuant to Chapter 39.84 RCW, as amended (the "Act") to act on

behalf of the Port to issue special facilities revenue bonds for the purpose of nancing the costs

of qualied industrial development facilities within the meaning ofthe Act; and

WHEREAS, the Development Corporation, by Resolution No. 80 (the "Bond

Resolution"), adopted on September 11, 2012, has authorized the issuance and sale 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"), the proceeds of which will be used to

refund for savings the Development Corporation's Special Facilities Revenue Bonds, 2001

(Northwest Airlines, Inc. Project); and

WHEREAS, the Act requires that the governing body of the creating municipality

approve the resolution of the Development Corporation authorizing the issuance of bonds by the

Development Corporation; and

WHEREAS, the Port Commission has reviewed the Bond Resolution and intends, by

adoption of this resolution, to approve the same and its agreement to issue the Bonds upon the

terms set forth therein and in the various agreements approved therein in accordance with the

Act;

NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE

PORT OF SEATTLE, as follows:

Section 1.    The issuance of the Bonds in an amount not to exceed $75,000,000 and for

the purposes therein described and referred to in the preamble of this resolution and in the Bond

Resolution and the agreements to issue the Bonds therein expressed and approved, copies of

which are on le among the records of this meeting, are hereby approved by the Port as creating

municipality and planning jurisdiction in accordance with RCW 39.84.060 and 39.84.100. The

Chief Executive Ofcer and the Chief Financial and Administrative Ofcer of the Port are each

hereby authorized and approved to execute certicates and documents relating to the Bonds on

behalf of the Port.











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Section 2.    This resolution shall take effect immediately from and aer its adoption.

ADOPTED by the Commissioners of the Port of Seattle in open session held this 11th

day of September, 2012, and duly authenticated in open session by the signatures of the

Commissioners voting in favor thereof and the seal of the Commission duly afxed.

ORT OF SEATTLE
T'DMALBRO

GAE". TARLETO N


3!". BRYANT


ROB HOLLAND

Commissioners









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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 No. 3667 (herein called the "Resolution") is

a true and correct copy of a resolution of the Port as adopted at a regular meeting of the

Commission held on the 11th day of September, 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 Commission 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 fullled, carried out and otherwise observed, and that I am authorized

to execute this certicate.

IN WITNESS WHEREOF, I have hereunto set           "4%
my hand this    day of
6243mm, 2012.

CREIGHTON
etary, Port Commission
g3TOM ALBRO


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