6a Reso 3637 clean
INTERMEDIATE LIEN
SERIES RESOLUTION
PORT OF SEATTLE
______________________________________
RESOLUTION NO. 3637
A RESOLUTION of the Port Commission of the Port of Seattle
authorizing the issuance and sale of intermediate lien revenue and
refunding bonds in one or more series for the purpose of refunding
certain outstanding revenue bonds of the Port and for the purpose
of financing or refinancing capital improvements to aviation
facilities; delegating authority for the sale of the bonds and the
preparation and dissemination of a preliminary official statement
and final official statement; authorizing the appointment of an
escrow agent and execution of an escrow agreement; providing for
continuing disclosure; and providing for a negotiated sale of the
bonds to Morgan Stanley & Co. Incorporated, Barclays Capital
Inc., Goldman, Sachs & Co. and Siebert Brandford Shank & Co.,
LLC.
ADOPTED: JUNE 22, 2010
Prepared by:
K&L GATES LLP
Seattle, Washington
PORT OF SEATTLE
Resolution No. 3637
Table of Contents*
Page
Section 1. Definitions............................................................................................................. 4
Section 2. Plan of Finance ..................................................................................................... 8
Section 3. Authorization of Series 2010 Bonds ..................................................................... 9
Section 4. Bond Details........................................................................................................ 10
Section 5. Redemption and Purchase ................................................................................... 10
Section 6. Registration, Exchange and Payments ................................................................ 14
Section 7. Pledge of Available Intermediate Lien Revenues; Series 2010 Reserve
Account Deposit.................................................................................................. 19
Section 8. Defeasance .......................................................................................................... 20
Section 9 Refunding Procedures ......................................................................................... 21
Section 10. Redemption of Refunded Bonds ......................................................................... 23
Section 11. Disposition of Improvement Bond Proceeds ...................................................... 24
Section 12. Tax Covenants .................................................................................................... 26
Section 13. Lost, Stolen, Mutilated or Destroyed Series 2010 Bonds ................................... 26
Section 14. Form of Series 2010 Bonds and Registration Certificate ................................... 26
Section 15. Execution ............................................................................................................ 29
Section 16. Designation of Refunded Bonds; Sale of Series 2010 Bonds ............................. 30
Section 17. Undertaking to Provide Ongoing Disclosure ...................................................... 33
Section 18. Compliance with Parity Conditions .................................................................... 38
Section 19. Bond Insurance ................................................................................................... 39
Section 20. Severability ......................................................................................................... 40
Section 21. Effective Date ..................................................................................................... 40
Exhibit A List of Refunding Candidates
Exhibit B List of Projects
Exhibit C Form of Escrow Deposit Agreement
* This Table of Contents and the cover page are for convenience of reference and are not
intended to be a part of this series resolution.
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RESOLUTION NO. 3637
A RESOLUTION of the Port Commission of the Port of Seattle
authorizing the issuance and sale of intermediate lien revenue and
refunding bonds in one or more series for the purpose of refunding
certain outstanding revenue bonds of the Port and for the purpose
of financing or refinancing capital improvements to aviation
facilities; delegating authority for the sale of the bonds and the
preparation and dissemination of a preliminary official statement
and final official statement; authorizing the appointment of an
escrow agent and execution of an escrow agreement; providing for
continuing disclosure; and providing for a negotiated sale of the
bonds to Morgan Stanley & Co. Incorporated, Barclays Capital
Inc., Goldman, Sachs & Co. and Siebert Brandford Shank & Co.,
LLC.
WHEREAS, the Port of Seattle (the "Port"), a municipal corporationof the State of
Washington, owns and operates aviation facilities that are in need of capital expansion and
improvement (herein further defined as the "Projects"); and
WHEREAS, to undertake the Projects, the Port has determined to issue revenue bonds
(hereinafter defined as the "Series 2010 Bonds"); and
WHEREAS, the Port has authorized the issuance of revenue bonds in one or more series
pursuant to Resolution No. 3059, as amended, of the Commission adopted on February 2, 1990,
as amended by Resolution No. 3214, adopted on March 26, 1996, Resolution No. 3241, adopted
on April 8, 1997, and Resolution No. 3436, adopted on July 11, 2000 and as amended and
restated by Resolution No. 3577 of the Commission adopted on February 27, 2007 (collectively,
the "FirstLien Master Resolution"), each series being payable from the Gross Revenue of the
Port after payment of Operating Expenses (as such terms are defined in the First Lien Master
Resolution); and
WHEREAS, the Port has issued and currently has outstanding fourteen series of first lien
revenue bonds pursuant to the First Lien Master Resolution, as follows:
Currently
Resolution Date of Original Outstanding Final
Number Issue Principal Amt. (06/02/10) Maturity Dates
3215 04/01/1996 (B) 74,520,000 38,325,000 09/1/2017
3275 05/01/1998 (A) 73,180,000 38,945,000(1) 06/1/2017
3430 08/10/2000 (A) 130,690,000 130,690,000(1) 02/1/2030
3430 08/10/2000 (B) 221,590,000 175,200,000 02/1/2024
3430 09/06/2000 (D) 28,085,000 3,475,000 02/1/2011
3462/3467 10/17/2001 (A) 176,105,000 176,105,000 04/1/2031
3462/3467 10/17/2001 (B) 251,380,000 208,165,000(1) 04/1/2024
3462/3467 10/17/2001 (C) 12,205,000 12,205,000 12/1/2014
3462/3467 08/07/2002 (D) 68,580,000 45,445,000 11/1/2017
3509 08/20/2003 (A) 190,470,000 188,190,000 07/1/2033
3509 08/20/2003 (B) 164,900,000 146,900,000 07/1/2029
3528 06/30/2004 24,710,000 17,500,000 06/1/2017
3576/3577 03/20/2007 (A) 27,880,000 27,880,000 10/01/2019
3576/3577 03/20/2007 (B) 200,115,000 196,465,000 10/01/2027
3619 07/16/2009 (A) 20,705,000 20,705,000 05/01/2028
3619 07/16/2009 (B) 297,701,978 296,255,326 05/01/2036
(1) All or part of the Series 1998A Bonds, the Series 2000A Bonds, and the Series 2001B Bonds may be refunded
pursuant to this series resolution.
(the "Outstanding First Lien Bonds"); and
WHEREAS, each of the resolutions authorizing the issuance of the Outstanding First
Lien Bonds permits the Port to issue its revenue bonds having a lien on Net Revenues (as such
term is defined in the First Lien Master Resolution) subordinate to the lien thereon of the
Outstanding First Lien Bonds; and
WHEREAS, the Port has authorized the issuance of revenue bonds in one or more series
pursuant to Resolution No. 3540, as amended, of the Commission, adopted on June 14, 2005 (the
"Intermediate Lien Master Resolution"); and
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WHEREAS, the Port has issued and currently has outstanding three series of intermediate
lien revenue bonds pursuant to the Intermediate Lien Master Resolution, as follows:
Currently
Resolution Date of Original Outstanding Final
Number Issue Principal Amt. (06/02/10) Maturity Dates
3541 07/20/2005 (A) $ 404,595,000 $ 380,475,000 03/01/2035
3541 06/06/2006 (C) 40,120,000 35,730,0000 09/01/2017
3563 06/28/2006 124,625,000 124,625,000 02/01/2030
(the "Outstanding Intermediate Lien Bonds")
WHEREAS, the Port has outstanding certain revenue bonds described on Exhibit A
attached hereto (together, the "Refunding Candidates") that may be defeased and refunded by a
portion of the proceeds of the Series 2010 Bonds authorized (and further defined) herein; and
WHEREAS, the Intermediate Lien Master Resolution permits the Port to issue its
revenue bonds having a lien on Available Intermediate Lien Revenues (as such term is defined in
the Intermediate Lien Master Resolution) on a parity with the lien thereon of the Outstanding
Intermediate Lien Bonds upon compliance with certain conditions; and
WHEREAS, the Port has determined that such conditions will be met; and
WHEREAS, pursuant to RCW 53.40.030, the Port Commission may delegate authority to
the chief executive officer of the Port to approve the designation of the bonds to be refunded, the
interest rates, maturity dates, redemption rights, interest payment dates, and principal amounts
under such terms and conditions as are approved by resolution; and
WHEREAS, the Port has held a public hearing on the issuance of a series of the
Series 2010 Bonds (hereinafter defined) as required by Section 147(f) of the Internal Revenue
Code, as amended; and
WHEREAS, it is deemed necessary and desirable that the Series 2010 Bonds be sold
pursuant to negotiated sale as herein provided;
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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 series
resolution, including the preamble hereto, that are defined in the Intermediate Lien Master
Resolution shall have the meanings set forth in the Intermediate Lien Master Resolution. In
addition, the following terms shall have the following meanings in this series resolution:
Annual Disclosure Report has the meaning given such term in Section 17(b) of this
series resolution.
Bond Insurance Commitment means the commitment(s) of the Insurer, if any, to insure
one or more series, or certain principal maturities thereof, of the Series 2010 Bonds.
Bond Insurance Policy means the policy(ies) of municipal bond insurance, if any,
delivered by the Insurer at the time of issuance and delivery of Series 2010 Bonds to be insured
pursuant to the Bond Insurance Commitment.
Bond Purchase Contract means the Bond Purchase Contract providing for the purchase
of the Series 2010 Bonds by the Underwriters and setting forth certain terms authorized to be
approved by the Chief Executive Officer as provided in Section 16 of this series resolution.
Bond Register means the registration records for the Series 2010 Bonds maintained by
the Registrar.
Build America Bonds means bonds issued under authority of Section 54AA of the Code,
enacted by the American Recovery and Reinvestment Act of 2009.
Capitalized Interest Account Series 2010 means the account or accounts established by
the Port pursuant to this series resolution for the purpose of holding certain proceeds of
Improvement Bonds to be used to pay interest on certain Series 2010 Bonds during construction.
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Chief Executive Officer means the Chief Executive Officer of the Port, or any successor
to the functions of his/her office.
Code means the Internal Revenue Code of 1986, as amended, and all applicable
regulations and rulings relating thereto.
Construction Account 2010[A][B][C][D] means the account or accounts by that name
maintained in the office of the Treasurer for the purpose of holding funds, including a portion of
the proceeds of the Improvement Bonds, of the respective series, to be used for the Projects.
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
Series 2010 Bonds pursuant to Section 6 of this series resolution.
Escrow Agent means the Escrow Agent for the Refunded Bonds appointed by the
Designated Port Representative pursuant to this series resolution.
Escrow Agreement means the Escrow Deposit Agreement dated as of the date of the
closing and delivery of one or more series of the Series 2010 Bonds between the Port and the
Escrow Agent to be executed in connection with the refunding of the Refunded Bonds,
substantially in the form attached hereto as Exhibit C.
First Lien Master Resolution means Resolution No. 3059, as amended, of the
Commission adopted on February 2, 1990, as amended by Resolution No. 3214, adopted on
March 26, 1996, Resolution No. 3241, adopted on April 8, 1997, and Resolution No. 3436,
adopted on July 11, 2000 and as amended and restated by Resolution No. 3577 of the
Commission adopted on February 27, 2007.
Government Obligations has the meaning given to such term in RCW Chapter 39.53, as
amended.
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Improvement Bonds mean the new money portion of the Series 2010 Bonds of one or
more series issued pursuant to this series resolution for purpose of paying a portion of the cost of
the Projects.
Insurer means the bond insurance company or companies, if any, selected pursuant to
Section 18 of this series resolution to issue the Bond Insurance Policy.
Intermediate Lien Master Resolution means Resolution No. 3540, as amended, of the
Commission adopted on June 14, 2005.
Letter of Representations means the blanket issuer letter of representations from the Port
to DTC, dated August 28, 1995.
MSRB means the Municipal Securities Rulemaking Board or any successors to its
functions. Until otherwise designated by the MSRB or the SEC, any information, reports or
notices submitted to the MSRB in compliance with the Rule are to be submitted through the
MSRB's Electronic Municipal Market Access system ("EMMA"), currently located at
www.emma.msrb.org.
Outstanding Intermediate Lien Bonds mean Port's revenue bonds identified in the
recitals to this series resolution.
Projects mean the projects listed in Exhibit B hereto.
Refunded Bonds mean those Refunding Candidates designated by the Chief Executive
Officer pursuant to authority delegated by Section 16 of this series resolution.
Refunding Bonds mean a portion of one or more series of the Series 2010 Bonds issued
pursuant to this series resolution for the purpose of refunding the Refunded Bonds.
Refunding Candidates mean all or any portion of the revenue bonds identified on
Exhibit A to this series resolution.
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Registrar means the fiscal agency of the State of Washington, appointed by the Treasurer
for the purposes of registering and authenticating the Series 2010 Bonds, maintaining the Bond
Register and effecting transfer of ownership of the Series 2010 Bonds. The term Registrar shall
include any successor to the fiscal agency, if any, hereinafter appointed by the Treasurer.
Rule means Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act
of 1934, as amended from time to time.
Savings Target means a dollar amount equal to at least two and 75/100 percent (2.75%)
of the outstanding principal of those Refunded Bonds, originally issued as fixed rate bonds.
SEC means the Securities and Exchange Commission.
Series 2010 Bonds mean the Port of Seattle Intermediate Lien Revenue and Refunding
Bonds, Series 2010[A/B/C/D], collectively authorized to be issued by Section 3 of this series
resolution.
Series 2010 Reserve Account Deposit means the amount that is required to be added to
the reserve account balances in the Intermediate Lien Reserve Account in order to satisfy the
Intermediate Lien Reserve Requirement and that is identified in a closing certificate or
certificates of the Port.
Tax and Arbitrage Certificate means the federal tax certificate of the Port pertaining to
the tax exemption of interest on the Series 2010 Bonds issued on a tax-exempt basis and the
payment of any rebate amount to the United States.
Underwriters mean, collectively, Morgan Stanley & Co. Incorporated, Barclays Capital
Inc., Goldman, Sachs & Co. and Siebert Brandford Shank & Co., LLC.
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Rules of Interpretation. In this series resolution, unless the context otherwise
requires:
(a) The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any similar
terms, as used in this series resolution, refer to this series 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 series resolution;
(b) Words of the masculine gender shall mean and include correlative words of the
feminine and neuter genders and words importing the singular number shall mean and include
the plural number and vice versa;
(c) Words importing persons shall include firms, associations, partnerships (including
limited partnerships), trusts, corporations, limited liability companies 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 series
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 series resolution, nor shall they
affect its meaning, construction or effect;
(e) All references herein to "articles," "sections" and other subdivisions or clauses are
to the corresponding articles, sections, subdivisions or clauses hereof; and
(f) Whenever any consent or direction is required to be given by the Port, such
consent or direction shall be deemed given when given by the Designated Port Representative.
Section 2. Plan of Finance. The Refunding Candidates are callable in whole or
in part prior to their scheduled maturities and may be selected for refunding depending upon
market conditions. The final selection of the maturities, if any, within each series of the
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Refunding Candidates designated as Refunded Bonds to be refunded by the Refunding Bonds
shall be made by the Chief Executive Officer pursuant to the authority granted in Section 16 of
this series resolution.
The Port is undertaking and intends to undertake improvements to its airport facilities
described on Exhibit B and at the locations described therein (the "Projects"), attached hereto
and incorporated by this reference herein. A portion of the costs of the Projects are expected to
be paid, refinanced or reimbursed with the proceeds of the Improvement Bonds.
Section 3. Authorization of Series 2010 Bonds. The Port shall issue one or more
series of bonds (collectively, the "Series 2010 Bonds") consisting of the Improvement Bonds and
the Refunding Bonds, if any. The proceeds of the Improvement Bonds shall be used to provide
part of the funds necessary to (i) pay (or pay subordinate lien commercial paper notes issued to
pay), or to reimburse the Port, for all or a portion of the costs of the Projects; (ii) capitalize
interest on all or a portion of the Series 2010 Bonds for all or a portion of the construction period
of the Projects; (iii) deposit the Series 2010 Reserve Account Deposit to the Intermediate Lien
Reserve Account; and (iv) pay all or a portion of the costs incidental to the foregoing and to the
issuance of the Improvement Bonds. The proceeds of the Refunding Bonds, if any, shall be used
for the purpose of providing the funds necessary to (i) refund the Refunded Bonds; (ii) deposit a
portion of the Series 2010 Reserve Account Deposit to the Intermediate Lien Reserve Account;
and (iii) pay all or a portion of the costs incidental to the foregoing and to the issuance of the
Refunding Bonds.
The aggregate principal amount of the Series 2010 Bonds to be issued under this series
resolution shall not exceed $600,000,000 and shall be determined by the Chief Executive
Officer, pursuant to the authority granted in Section 16 of this series resolution.
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Section 4. Bond Details. The Series 2010 Bonds shall be designated as "Port of
Seattle Intermediate Lien Revenue and Refunding Bonds, Series 2010," with each series further
identified by a letter identifier, A, B, C, etc., shall be registered as to both principal and interest,
shall be issued in the aggregate principal amount set forth in the Bond Purchase Contract, and
shall be numbered separately in the manner and with any additional designation as the Registrar
deems necessary for purposes of identification, shall be dated their date of delivery, shall be in
the denomination of $5,000 each or any integral multiple of $5,000 within a series and maturity,
shall bear interest from their date of delivery until the Series 2010 Bonds bearing such interest
have been paid or their payment duly provided for. The Series 2010 Bonds of a series shall be
issued in the aggregate principal amount, shall bear interest at the per annum rates, payable on
the interest payment dates and shall mature in the principal amounts on the principal payment
dates set forth in the Bond Purchase Contract and as approved by the Chief Executive Officer
pursuant to Section 16 of this series resolution.
The Series 2010 Bonds shall be obligations only of the Intermediate Lien Bond Fund and
the Intermediate Lien Reserve Account created under the Intermediate Lien Master Resolution
and shall be payable and secured as provided in the Intermediate Lien Master Resolution and this
series resolution. The Series 2010 Bonds do not constitute an indebtedness of the Port within the
meaning of the constitutional provisions and limitations of the State of Washington.
Section 5. Redemption and Purchase.
(a) Optional Redemption. The Series 2010 Bonds of each series may be subject to
optional redemption on the dates, at the prices and under the terms set forth in the Bond Purchase
Contract and as approved by the Chief Executive Officer pursuant to Section 16 of this series
resolution.
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(b) Mandatory Redemption. The Series 2010 Bonds of each series may be subject to
mandatory redemption to the extent, if any, set forth in the Bond Purchase Contract and as
approved by the Chief Executive Officer pursuant to Section 16 of this series resolution.
(c) Purchase of Series 2010 Bonds for Retirement. The Port reserves the right to use
at any time any surplus Gross Revenue available after providing for the payments required by
paragraph First through Eleventh of Section 2 of the Intermediate Lien Master Resolution to
purchase for retirement any of the Series 2010 Bonds of any series offered to the Port at any
price deemed reasonable to the Designated Port Representative.
(d) Selection of Series 2010 Bonds for Redemption. If Series 2010 Bonds are called
for optional redemption, the maturities of Series 2010 Bonds to be redeemed shall be selected by
the Port. If any Series 2010 Bonds originally issued as tax-exempt bonds to be redeemed
(optional or mandatory) then are held in book-entry-only form, the selection of Series 2010
Bonds within that series to be redeemed within a maturity shall be made in accordance with the
operational arrangements then in effect at DTC. If the Series 2010 Bonds originally issued as
tax-exempt bonds to be redeemed are no longer held in book-entry-only form, the selection of
such Series 2010 Bonds to be redeemed shall be made in the following manner. If the Port
redeems at any one time fewer than all of the Series 2010 Bonds having the same maturity date,
portions of Series 2010 Bonds of such maturity to be redeemed shall be selected by lot (or in
such other random manner determined by the Registrar) in increments of $5,000. In the case of a
Series 2010 Bond of a maturity having a denomination greater than $5,000, the Port and
Registrar shall treat each Series 2010 Bond of that maturity as representing such number of
separate Series 2010 Bonds each of the denomination of $5,000 as is obtained by dividing the
actual principal amount of such Series 2010 Bond of that maturity by $5,000. In the event that
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only a portion of the principal amount of a Series 2010 Bond is to be redeemed, upon surrender
of such Series 2010 Bond at the principal office of the Registrar there shall be issued to the
Registered Owner, without charge therefor, for the then-unredeemed balance of the principal
amount thereof a Series 2010 Bond or, at the option of the Registered Owner, Series 2010 Bonds
of like series, maturity and interest rate in any of the denominations herein authorized. The
manner of selection for redemption of Series 2010 Bonds issued as taxable bonds shall be as set
forth in the Bond Purchase Contract.
(e) Notice of Redemption. Written notice of any redemption of Series 2010 Bonds
prior to maturity 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 Series 2010 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 Owners.
So long as the Series 2010 Bonds are in book-entry only form, notice of redemption shall
be given to Beneficial Owners of Series 2010 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
Series 2010 Bonds (or portion thereof) to be redeemed shall contain the following information:
(1) the redemption date, (2) the redemption price, (3) if fewer than all outstanding Series 2010
Bonds of a series are to be redeemed, the identification by maturity (and, in the case of partial
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redemption, the principal amounts) of the Series 2010 Bonds to be redeemed, (4) that (unless a
notice of optional redemption is a conditional notice, in which case the notice shall state that
interest shall cease to accrue from the date fixed for redemption only if and to the extent that
funds have been provided to the Registrar for the redemption of such Series 2010 Bonds) on the
date fixed for redemption the redemption price will become due and payable upon each
Series 2010 Bond or portion called for redemption, and that interest shall cease to accrue from
the date fixed for redemption, (5) that such Series 2010 Bonds are to be surrendered for payment
at the principal office of the Registrar, (6) the CUSIP numbers of all Series 2010 Bonds being
redeemed, (7) the dated date of the Series 2010 Bonds being redeemed, (8) the rate of interest for
each Series 2010 Bond (or portion thereof) being redeemed, (9) the date of the notice, and
(10) any other information deemed necessary by the Registrar to identify the Series 2010 Bonds
(or portion thereof) being redeemed.
Upon the payment of the redemption price of Series 2010 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 Series 2010 Bonds (or portion thereof) being redeemed
with the proceeds of such check or other transfer.
(f) Effect of Redemption. On or prior to each date on which Series 2010 Bonds are
subject to mandatory redemption and on or priror each date on which Series 2010 Bonds have
been scheduled for optional redemption, unless the Port has revoked a notice of optional
redemption (or unless the Port provided a conditional notice of optional redemption and the
conditions for optional 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 for such purpose,
will be sufficient to redeem, on the date fixed for redemption, all the Series 2010 Bonds to be
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redeemed. If and to the extent that funds have been provided to the Registrar for the optional
redemption of Series 2010 Bonds, then such Series 2010 Bonds (or portions thereof) shall
become due and payable on the date fixed for redemption and interest on such Series 2010 Bond
shall cease to accrue from and after such date.
(g) 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 to maintain
compliance with duly promulgated regulations and recommendations regarding notices of
redemption of municipal securities.
Section 6. Registration, Exchange and Payments.
(a) Registrar/Bond Register. The Port hereby specifies and adopts the system of
registration and transfer for the Series 2010 Bonds approved by the Washington State Finance
Committee from time to time through the appointment of state fiscal agencies for the purposes of
registering and authenticating the Series 2010 Bonds, maintaining the Bond Register and
effecting transfer of ownership of the Series 2010 Bonds. The Registrar shall keep, or cause to
be kept, at its principal corporate trust office, sufficient records for the registration and transfer
of the Series 2010 Bonds (the "Bond Register"), which shall be open to inspection by the Port.
The Registrar may be removed at any time at the option of the Treasurer upon prior notice to the
Registrar, DTC, each party entitled to receive notice pursuant to Section 17 and a successor
Registrar appointed by the Treasurer. 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 Series 2010 Bonds transferred or exchanged in accordance with the
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provisions of such Series 2010 Bonds and this series resolution and to carry out all of the
Registrar's powers and duties underthis series resolution and the Intermediate Lien Master
Resolution. The Registrar shall be responsible for its representations contained in the Certificate
of Authentication on the Series 2010 Bonds.
(b) Registered Ownership. Except as provided in Section 6(c) and Section 16, the
Port and the Registrar may deem and treat the Registered Owner of each Series 2010 Bond as the
absolute owner for all purposes, and neither the Port nor the Registrar shall be affected by any
notice to the contrary. Payment of any such Series 2010 Bond shall be made only as described in
subsection (g) hereof, but the transfer of such Series 2010 Bond may be registered as herein
provided. All such payments made as described in subsection (g) shall be valid and shall satisfy
the liability of the Port upon such Series 2010 Bond to the extent of the amount or amounts so
paid.
(c) DTC Acceptance/Letter of Representations. The Series 2010 Bonds shall initially
be held in fully immobilized form by DTC acting as depository. To induce DTC to accept the
Series 2010 Bonds as eligible for deposit at DTC, the Port has heretofore executed and delivered
to DTC the 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 with respect to the Series 2010 Bonds
for the accuracy of any records maintained by DTC or any DTC participant, the payment by
DTC or any DTC participant of any amount in respect of the principal of or interest on
Series 2010 Bonds, any notice that is permitted or required to be given to Registered Owners
under this series resolution (except such notices as shall be required to be given by the Port to the
Registrar or, by the Registrar, to DTC), the selection by DTC or by any DTC participant of any
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person to receive payment in the event of a partial redemption of the Series 2010 Bonds, or any
consent given or other action taken by DTC as the Registered Owner. Except as provided in the
Port's undertaking for ongoing disclosure with respect to the Series 2010 Bonds or as otherwise
provided in a Bond Insurance Policy or Bond Insurance Commitment related thereto, so long as
any Series 2010 Bonds are held in fully immobilized form hereunder, DTC or its successor
depository shall be deemed to be the owner and Registered Owner for all purposes, and all
references in this series resolution to the Registered Owners shall mean DTC or its nominee and
shall not mean the owners of any beneficial interest in any Series 2010 Bonds.
(d) Use of Depository.
(1) The Series 2010 Bonds shall be registered initially in the name of "Cede &
Co."(or such other name as may be requested by an authorized representative of DTC), as
nominee of DTC, with a single Series 2010 Bond for each series and maturity in a denomination
corresponding to the total principal therein designated to mature on such date. Registered
ownership of such immobilized Series 2010 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 a 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 a Designated Port
Representative to discontinue the system of book-entry transfers through DTC or its successor
(or any substitute depository or its successor), a Designated Port Representative may appoint a
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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 Series 2010 Bonds, together with a
written request from a Designated Port Representative, issue a single new Series 2010 Bond for
each series and maturity of the Series 2010 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 a 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) a Designated Port Representative determines that it is in the best interest of the Beneficial
Owners of the Series 2010 Bonds of a series that such owners be able to obtain such bonds in the
form of Series 2010 Bond certificates, the ownership of such Series 2010 Bonds may then be
transferred to any person or entity 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 Series 2010 Bonds, to authenticate and deliver
Series 2010 Bonds of the same series as herein provided in any authorized denomination. Upon
receipt by the Registrar of all then Outstanding Series 2010 Bonds together with a written
request on behalf of a Designated Port Representative to the Registrar, new Series 2010 Bonds
shall be authenticated and delivered in the appropriate denominations and registered in the names
of such persons as are requested in such written request.
(e) Registration of the Transfer of Ownership or the Exchange of Series 2010 Bonds;
Change in Denominations. The tra nsfer of any Series 2010 Bond may be registered and any
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Series 2010 Bond may be exchanged, but no transfer of any Series 2010 Bond shall be valid
unless the Series 2010 Bond is surrendered to the Registrar with the assignment form appearing
on such Series 2010 Bond duly executed by the Registered Owner or such Registered Owner's
duly authorized agent in a manner satisfactory to the Registrar. Upon such surrender, the
Registrar shall cancel the surrendered Series 2010 Bond and shall authenticate and deliver,
without charge to the Registered Owner or transferee, a new Series 2010 Bond (or Series 2010
Bonds at the option of the Registered Owner) of the same date, series, 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 Series 2010 Bond, in exchange for such surrendered and canceled Series 2010
Bond. Any Series 2010 Bond may be surrendered to the Registrar, together with the assignment
form appearing on such Series 2010 Bond duly executed, and exchanged, without charge, for an
equal aggregate principal amount of Series 2010 Bonds of the same date, series, maturity and
interest rate, in any authorized denomination. The Registrar shall not be obligated to register the
transfer or exchange of any Series 2010 Bond during a period beginning at the opening of
business on the 15th day of the month next preceding any interest payment date and ending at the
close of business on such interest payment date, or, in the case of any proposed redemption of
the Series 2010 Bonds, after the selection of such Series 2010 Bonds for redemption.
(f) Registrar's Ownership of Series 2010 Bonds. TheRegistra r may become the
Registered Owner of any Series 2010 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 rights of the Registered Owners of the Series 2010 Bonds.
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(g) Place and Medium of Payment. Both principal of and interest on the Series 2010
Bonds shall be payable in lawful money of the United States of America. Interest on the
Series 2010 Bonds shall be calculated on the basis of a 360-day year and twelve 30-day months.
For so long as all Series 2010 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.
In the event that the Series 2010 Bonds are no longer in fully immobilized form, interest
on the Series 2010 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 Series 2010
Bonds shall be payable by check upon presentation and surrender of such Series 2010 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 Series 2010 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 7. Pledge of Available Intermediate Lien Revenues; Series 2010 Reserve
Account Deposit. Pursuant to the Intermediate Lien Master Resolution, the Intermediate Lien
Bond Fund and the Intermediate Lien Reserve Account have been created for the purpose of
paying and securing the payment of the principal of, premium, if any, and interest on all
outstanding Intermediate Lien Parity Bonds. The Port hereby irrevocably obligates and binds
itself for as long as any Series 2010 Bonds remain Outstanding to set aside and pay into the
Intermediate Lien Bond Fund from Available Intermediate Lien Revenues or money in the
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Revenue Fund, on or prior to the respective dates the same become due (and if such payment is
made on the due date, such payment shall be made in immediately available funds):
(1) Such amounts as are required to pay the interest scheduled to become due
on Series 2010 Bonds; and
(2) Such amounts with respect to Series 2010 Bonds as are required (A) to
pay maturing principal, (B) to make any required sinking fund payments, and (C) to redeem
Series 2010 Bonds in accordance with any mandatory redemption provisions.
Said amounts so pledged to be paid into such special funds are hereby declared to be a
prior lien and charge upon the Gross Revenue superior to all other liens and charges of any kind
or nature whatsoever except for Operating Expenses and except for the liens and charges thereon
of Permitted Prior Lien Bonds and except for liens and charges equal in rank that have or may be
made thereon to pay Net Payments due pursuant to any Parity Derivative Product and to pay and
secure the payment of the principal of, premium, if any, and interest on Outstanding Intermediate
Lien Bonds and any Intermediate Lien Parity Bonds issued in the future under authority of a
Series Resolution in accordance with the provisions of Sections 4 and 5 of the Intermediate Lien
Master Resolution.
The Series 2010 Reserve Account Deposit shall be deposited in the Intermediate Lien
Reserve Account on the date of issuance of the Series 2010 Bonds. T aking into account reserve
account balances in the Intermediate Lien Reserve Account, the Series 2010 Reserve Account
Deposit shall be at least sufficient to meet the Intermediate Lien Reserve Requirement.
Section 8. Defeasance. In the event that money and/or noncallable Government
Obligations maturing or having guaranteed redemption prices at the option of the owner at such
time or times and bearing interest to be earned thereon in amounts (together with such money, if
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any) sufficient to redeem and retire part or all of the Series 2010 Bonds in accordance with their
terms, are hereafter irrevocably set aside in a special account and pledged to effect such
redemption and retirement, and, if the Series 2010 Bonds are to be redeemed prior to maturity,
irrevocable notice, or irrevocable instructions to give notice of such redemption has been
delivered to the Registrar, then no further payments need be made into the Intermediate Lien
Bond Fund or any account therein for the payment of the principal of, premium, if any, and
interest on the Series 2010 Bonds so provided for and such Series 2010 Bonds shall then cease to
be entitled to any lien, benefit or security of the Intermediate Lien Master Resolution or this
series resolution, except the right to receive the funds so set aside and pledged and such notices
of redemption, if any, and such Series 2010 Bonds shall no longer be deemed to be Outstanding
hereunder, under the Intermediate Lien Master Resolution or under any resolution authorizing
the issuance of bonds or other indebtedness of the Port.
Within 45 days after any defeasance of Series 2010 Bonds, the Port shall provide notice
of defeasance of Series 2010 Bonds to Registered Owners of Series 2010 Bonds being defeased
and to each party entitled to receive notice in accordance with Section 17 of this series
resolution.
Section 9. Refunding Procedures.
(a) Application of Refunding Bond Proceeds. The net proceeds of the Refunding
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 or any Bond Insurance Policy
premium or to satisfy a portion of the Series 2010 Reserve Account Deposit), together with other
available funds of the Port in the amount specified by the Designated Port Representative, shall
be paid at the direction of the Treasurer to the Escrow Agent.
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(b) Defeasance of Refunded Bonds. The net proceeds of the Refunding Bonds so
deposited shall be utilized immediately upon receipt thereof 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 resolution authorizing their issuance, by providing for the payment of the interest on
the Refunded Bonds to the dates fixed for redemption and the redemption price (the principal
amount) on the redemption date s for the Refunded Bonds. When the final transfers have been
made for the payment of such redemption price and interest on the Refunded Bonds, any balance
then remaining shall be transferred to the account designated by the Port and to be used for the
purposes specified by the Designated Port Representative.
(c) Acquired Obligations. The Acquired Obligations shall bear interest and shall
mature 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
dates fixed for redemption of the Refunded Bonds; and
(2) the price of redemption of the Refunded Bonds on the dates fixed for
redemption of the Refunded Bonds.
If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit shall be
insufficient to transfer the amounts required to make such payments, the Port shall timely deposit
additional funds in the amounts required to make such payments.
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(d) Authorizing Appointment of Escrow Agent. The Commission hereby authorizes
and directs the Designated Port Representative to select a financial institution to act as the
escrow agent for the Refunded Bonds (the "Escrow Agent").
Section 10. Redemption of Refunded Bonds. The Commission hereby calls the
Refunded Bonds for redemption on the redemption dates specified in the Escrow Agreement in
accordance with the provisions of the resolutions authorizing the issuance, redemption and
retirement of the Refunded Bonds, respectively, prior to their fixed maturities.
Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after
the delivery of the proceeds of the Refunding Bonds (and/or Acquired Obligations purchased
with such proceeds) to the Escrow Agent.
The Escrow Agent shall be authorized and directed to provide for the giving of
irrevocable notice of the redemption of the Refunded Bonds in accordance with the terms of
resolutions 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 Escrow Agent 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 9(c) of this series resolution. All such sums shall be paid from the moneys and the
Acquired Obligations deposited with said Escrow Agent pursuant to the previous section of this
series resolution, and the income therefrom and proceeds thereof.
The Port will ascertain that all necessary and proper fees, compensation and expenses of
the Escrow Agent for the Refunded Bonds shall be paid when due. The Designated Port
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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 Series 2010 Bonds. The Escrow Agreement shall be substantially in the form of
Exhibit C attached to this series resolution and by this reference hereby made a part of this series
resolution.
Section 11. Disposition of Improvement Bond Proceeds. The proceeds of the
Improvement Bonds, net of Underwriters' discount and premium for any Bond Insurance Policy,
shall be applied as follows:
(a) A sum specified by the Designated Port Representative to the Treasurer prior to
the closing and delivery of the Improvement Bonds shall be deposited in the Capitalized Interest
Account-Series 2010 (hereinafter authorized to be created);
(b) The portion of the Series 2010 Reserve Account Deposit specified by the
Designated Port Representative in a closing certificate shall be deposited to the Intermediate
Lien Reserve Account; and
(c) The remainder of the proceeds of the Improvement Bonds shall be paid into the
Construction Account2010[A][B][C][D] (hereinafter authorized to be created).
The Treasurer of the Port is hereby authorized and directed to create a special account,
the "Port of Seattle 2010 Capitalized Interest Account" (the "Capitalized Interest
Account-Series 2010") for the purpose of holding Improvement Bond proceeds and interest
earnings thereon to be used and disbursed to pay interest on the Improvement Bonds through the
date or dates specified by the Designated Port Representative.
The Treasurer of the Port is hereby authorized and directed to create a special fund or
funds or account(s) of the Port, designated as the "Port of Seattle Construction Account,
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2010[A][B][C][D]" (the "Construction Account2010[A][B][C][D]"), as appropriate, for each
series designation. The money on deposit in the Construction Account2010[A][B][C][D] and
the interest earnings thereon shall be utilized to pay (or pay subordinate lien commercial paper
notes issued to pay) or reimburse the Port for the costs of the Projects and costs incidental
thereto, and costs incurred in connection with the issuance and sale of the Improvement Bonds of
the respective series, to the extent designated by the Designated Port Representative.
All or part of the proceeds of the Improvement Bonds may be temporarily deposited in or
with such institutions or invested in such obligations as may now or hereafter be permitted to
port districts of the State of Washington by law and that will mature or otherwise be subject to
liquidation at the option of the Port prior to the date on which such money shall be needed.
In the event that it shall not be possible or practicable to accomplish all of the Projects,
the Port may apply the proceeds of the Improvement Bonds to pay the costs of such portion
thereof or such other projects [as the Port] shall determine to be in the best interests of the Port,
subject to the limitations set forth in the Tax and Arbitrage Certificate. Any part of the proceeds
of the Improvement Bonds remaining in the Construction Account-2010[A][B][C][D] after all
costs referred to in this section have been paid may be used to acquire, construct, equip and make
other improvements to the Facilities of the Port subject to the limitations of the Tax and
Arbitrage Certificate or may be transferred to the Intermediate Lien Bond Fund for the uses and
purposes therein provided.
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Section 12. Tax Covenants.
(a) Tax Covenant. The Port covenants to undertake all actions required to maintain
the tax-exempt status of interest on the Series 2010 Bonds issued as tax-exempt bonds under
Section 103 of the Code as set forth in the Tax and Arbitrage Certificate.
(b) No Bank Qualification. The Series 2010 Bonds shall not be qualified tax-exempt
obligations pursuant to Section 265(b) of the Code for investment by financial institutions.
Section 13. Lost, Stolen, Mutilated or Destroyed Series 2010 Bonds. In case any
Series 2010 Bond shall be lost, stolen, mutilated or destroyed, the Registrar may execute and
deliver a new Series 2010 Bond of like series, maturity, 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
Series 2010 Bond was actually lost, stolen or destroyed (including the presentation of a mutilated
Series 2010 Bond) and of his/her ownership thereof, and upon furnishing the Port and the
Registrar with indemnity satisfactory to both.
Section 14. Form of Series 2010 Bonds and Registration Certificate.
The Series 2010 Bonds shall be in substantially the following form:
[DTC HEADING]
UNITED STATES OF AMERICA
NO. ______ $____________
STATE OF WASHINGTON
PORT OF SEATTLE
INTERMEDIATE LIEN REVENUE AND REFUNDING BOND
SERIES 2010[A][B][C][D]
Maturity Date: ________, _____ CUSIP No. _______
Interest Rate:
Registered Owner: Cede & Co.
Principal Amount:
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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, solely from
the special fund of the Port known as the "Port of SeattleRevenue Intermediate Lien Bond
Fund" (the "Intermediate Lien Bond Fund") created by Resolution No. 3540, as amended (the
"Intermediate Lien Master Resolution" andtogether with Resolution No. 3637, as amended,
hereinafter collectively referred to as the "Bond Resolution") the Principal Amount indicated
above and to pay interest thereon from the Intermediate Lien Bond Fund from the date of initial
delivery, 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 semiannually on the first days
of each _______ and __________ beginning on ______ 1, 200____. The principal of, premium,
if any, and interest on this bond are payable in lawful money of the United States of America.
Principal, premium, if any, and interest shall be paid as provided in the Blanket Issuer Letter of
Representations (the "Letter of Representations") by the Port to The Depository Trust Company
("DTC"). Capitalized terms used in this bond whichare not specifically defined have the
meanings given such terms in the Bond Resolution. The Treasurer of the Port has appointed the
fiscal agent for the State of Washington as the initial registrar, authenticating and paying agent
for the bonds of this series.
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 finance airport capital
improvements and refund certain outstanding Port obligations. [Simultaneously herewith, the
Port is issuing one other series of revenue bonds: its Intermediate Lien Revenue and Refunding
Bonds, Series 2010[A][B][C][D] in the principal amount of $_________].
The bonds of this issue maturing on and after ________ 1, ____ shall be subject to
optional redemption in advance of their scheduled maturity on and after ____________ in whole
or in part on any date at a price of par plus accrued interest to the date fixed for redemption.
[The bonds of this issue maturing on _______ 1, ___ sh all be redeemed by the Porton
_______ 1 of the following years in the following principal amounts at a price of par plus
accrued interest to the date fixed for redemption:
Redemption
Dates Amounts
$
* Final Maturity]
The bonds of this series are not private activity bonds. The bonds of this series are not
"qualified tax exempt obligations" eligible for investment by financial institutions withinthe
meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended.
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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 does hereby pledge and bind itself to set aside and pay into the Intermediate
Lien Bond Fund and Intermediate Lien Reserve Account from Available Intermediate Lien
Revenues or money in the Revenue Fund the various amounts required by the Bond Resolution
to be paid into and maintained in said Funds, all within the times provided by said Bond
Resolution.
The amounts pledged to be paid out of Gross Revenue into the Intermediate Lien Bond
Fund and Intermediate Lien Reserve Account are hereby declared to be a first and prior lien and
charge upon the Gross Revenue, subject to the liens thereon of the Permitted Prior Lien Bonds
and subject further to payment of the Operating Expenses of the Port and equal in rank to the lien
and charge upon such Gross Revenue of the amounts required to pay and secure the payment of
any Net Payments due pursuant to any Parity Derivative Product, any Outstanding Intermediate
Lien Bonds and any revenue bonds of the Port hereafter issued on a parity with the Outstanding
Intermediate Lien Bonds and the bonds of this issue.
The Port has further bound itself to establish, maintain and collect rentals, tariffs, rates
and charges in the operation of all of its business for as long as any bonds of this issue are
outstanding that it will make available, for the payment of the principal thereof and interest
thereon as the same shall become due, Available Intermediate Lien Revenues in an amount equal
to or greater than the Rate Covenant defined in the Intermediate Lien Master 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 or a facsimile thereof imprinted hereon as of the
____ day of __________, 2010.
PORT OF SEATTLE
By /s/
President, Port Commission
ATTEST:
/s/
Secretary, Port Commission
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CERTIFICATE OF AUTHENTICATION
Date of Authentication: _______________
This bond is one of the bonds described in the within mentioned Resolution and is one of
the Intermediate Lien Revenue and Refunding Bonds, Series 2010[__] of the Port of Seattle,
dated ____________, 2010.
WASHINGTON STATE FISCAL AGENCY, as
Registrar
By
Authorized Signer
* * * * * * * *
In the event any Series 2010 Bonds of a series are no longer in fully immobilized form,
the form of such Series 2010 Bonds may be modified to conform to printing requirements and
the terms of this series resolution.
Section 15. Execution. The Series 2010 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 or a facsimile thereof imprinted thereon.
Only such Series 2010 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 series resolution. Such Certificate of
Authentication shall be conclusive evidence that the Series 2010 Bonds so authenticated have
been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this
series resolution.
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In case either of the officers of the Port who shall have executed the Series 2010 Bonds
shall cease to be such officer or officers of the Port before the Series 2010 Bonds so signed shall
have been authenticated or delivered by the Registrar, or issued by the Port, such Series 2010
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 Series 2010 Bond may also be signed and attested
on behalf of the Port by such persons as at the actual date of execution of such Series 2010 Bond
shall be the proper officers of the Port although at the original date of such Series 2010 Bond any
such person shall not have been such officer.
Section 16. Designation of Refunded Bonds; Sale of Series 2010 Bonds.
(a) Designation of Refunded Bonds. As outlined in Section 2 and Section 9 of
this series resolution, the Refunding Candidates may be called for redemption prior to their
scheduled maturities. All or some of the Refunding Candidates may be refunded with the
proceeds of the Series 2010 Bonds authorized by this series resolution. The Chief Executive
Officer may select some or all of the Refunding Candidates and designate those Refunding
Candidates as the "Refunded Bonds" in the Bond Purchase Contract if and to the extent that the
net present value aggregate savings with respect to Refunded Bonds originally issued as fixed
rate bonds to be realized as a result of the refunding of the Refunded Bonds, after payment of all
costs of issuance of the allocable Refunding Bonds), exceed the Savings Target.
(b) Series 2010 Bond Sale. The Series 2010 Bonds shall be sold at negotiated sale to
the Underwriters pursuant to the terms of the Bond Purchase Contract. The Designated Port
Representative is hereby authorized to negotiate terms for the purchase of the Series 2010 Bonds
and to execute the Bond Purchase Contract, with such terms (including the designation of the
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Refunded Bonds and the Series 2010 Reserve Account Deposit) as are approved by the Chief
Executive Officer pursuant to this section and consistent with this series resolution and the
Intermediate Lien Master Resolution. The Commission has been advised by its 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 Chief Executive
Officer for a limited time the authority to designate one or more series as Build America Bonds,
to approve the number of series and within each series, the final interest rates, maturity dates,
aggregate principal amount, principal amounts and prices of each maturity, redemption rights,
and other terms and conditions of the Series 2010 Bonds. The Chief Executive Officer is hereby
authorized to designate one or more series as Build America Bonds, to approve the number of
series and within each series, the final interest rates, maturity dates, aggregate principal amount,
principal amounts of each maturity and redemption rights for the Series 2010 Bonds in the
manner provided hereafter so long as the aggregate principal amount of the Series 2010 Bonds
does not exceed the maximum principal amounts set forth in Section 3 and so long as the true
interest cost for the Series 2010 Bonds (in the aggregate) does not exceed 5.75%.
In determining the final interest rates, maturity dates, aggregate principal amount,
principal maturities, redemption rights of the Series 2010 Bonds and the Series 2010 Reserve
Account Deposit, the Chief Executive Officer, in consultation with Port staff and the Port's
financial advisor, shall take into account those factors that, in his judgment, will result in the
lowest true interest cost on the Series 2010 Bonds to their maturity, including, but not limited to
current financial market conditions and current interest rates for obligations comparable in tenor
and quality to the Series 2010 Bonds. Subject to the terms and conditions set forth in this
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section, the Designated Port Representative is hereby authorized to execute the final form of the
Bond Purchase Contract, upon the Chief Executive Officer's approval of the final interest rates,
maturity dates, aggregate principal amount, principal maturities and redemption rights set forth
therein. Following the execution of the Bond Purchase Contract, the Chief Executive Officer
shall provide a report to the Commission, describing the final terms of the Series 2010 Bonds
approved pursuant to the authority delegated in this section. The authority granted to the Chief
Executive Officer and the Designated Port Representative by this section shall expire on
September 20, 2010. If a Bond Purchase Contract for the Series 2010 Bonds has not been
executed by September 20, 2010, the authorization for the issuance of the Series 2010 Bonds
shall be rescinded, and the Series 2010 Bonds shall not be issued nor their sale approved unless
the Series 2010 Bonds shall have been re-authorized by resolution of the Commission. The
resolution reauthorizing the issuance and sale of the Series 2010 Bonds may be in the form of a
new series resolution repealing this series resolution in whole or in part (only with respect to the
Series 2010 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.
Upon the adoption of this series 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 Series 2010 Bonds to the Underwriters
thereof and further to execute all closing certificates and documents required to effect the closing
and delivery of the Series 2010 Bonds in accordance with the terms of the Bond Purchase
Contract.
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The Designated Port Representative is authorized to ratify and to approve for purposes of
the Rule, on behalf of the Port, the Official Statement (and any Preliminary Official Statement)
and any supplement thereto relating to the issuance and sale of the Series 2010 Bonds and the
distribution of the Series 2010 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 representative are
hereby authorized and directed to do everything necessary for the prompt issuance, execution
and delivery of the Series 2010 Bonds to the Underwriters and for the proper application and use
of the proceeds of sale of the Series 2010 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, including fees and expenses of 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 17. Undertaking to Provide Ongoing Disclosure.
(a) Contract/Undertaking. This section constitutes the Port's written undertaking for
the benefit of the beneficial owners of the Series 2010 Bonds to assist the Underwriters in
complying with the Rule. For purposes of this section, "beneficial owner" means any person
who has the power, directly or indirectly, to vote or consent with respect to, or to dispose of
ownership of, any Series 2010 Bonds, including persons holding Series 2010 Bonds through
nominees or depositories.
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(b) Financial Statements/Operating Data.
(1) Annual Disclosure Report. The Port covenants and agrees that not later
than six months after the end of each fiscal year (the "Submission Date"), commencing
June 30, 2011 for the fiscal year ending December 31, 2010, the Port shall provide or cause to be
provided to the MSRB, if any, an annual report (the "Annual Disclosure Report") that is
consistent with the requirements of part (2) of this subsection (b). The Port may adjust such date
if the Port changes its fiscal year by providing written notice of the change of fiscal year and the
new reporting date to the MSRB. The Annual Disclosure Report may be submitted as a single
document or as separate documents comprising a package and may include by reference other
information as provided in part (2) of this subsection (b); provided that any audited annual
financial statements may be submitted separately from the balance of the Annual Disclosure
Report and later than the Submission Date if such audited financial statements are not available
by the Submission Date. If the Port's fiscal year changes, the Port shall give notice of such
change in the same manner as notice is to be given of the occurrence of an event listed in
subsection 17(c) hereof, and if for any fiscal year the Port does not furnish an Annual Disclosure
Report to the MSRB, if any, by the Submission Date, the Port shall send to the MSRB notice of
its failure to furnish such report pursuant to Section 17(d).
(2) Content of Annual Disclosure Reports. The Port's Annual Disclosure
Report shall contain or include by reference the following:
(A) Audited financial statements. Audited financial statements, except
that if any audited financial statements are not available by the Submission Date, the Annual
Disclosure Report shall contain unaudited financial statements in a format similar to the audited
financial statements most recently prepared for the Port, and the Port's audited financial
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statements shall be filed in the same manner as the Annual Disclosure Report when and if they
become available.
(B) Operating Data and Financial Information. Updated versions of
the type of information contained in the Official Statement and identified in a closing certificate
executed by the Designated Port Representative and referencing this section.
In lieu of providing the information in such Annual Disclosure Report, the Port may
cross-reference to other documents available to the public on the MSRB's internet website and,
if such document is a final official statement within the meaning of the Rule, available from the
MSRB. The Port shall identify clearly each document so included by reference.
(c) Material Events. The Port agrees to provide or cause to be provided, in a timely
manner to the MSRB notice of the occurrence of any of the following events with respect to the
Series 2010 Bonds, if material:
Principal and interest payment delinquencies;
Non-payment related defaults;
Unscheduled draws on debt service reserves reflecting financial
difficulties;
Unscheduled draws on credit enhancements reflecting financial
difficulties;
Substitution of credit or liquidity providers, or their failure to
perform;
Adverse tax opinions or events affecting the tax-exempt status of
the Series 2010 Bonds;
Modifications to rights of owners;
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Optional, contingent or unscheduled Series 2010 Bond calls other
than scheduled sinking fund redemptions for which notice is given pursuant to
Exchange Act Release 34-23856;
Defeasances;
Release, substitution or sale of property securing the repayment of
the Series 2010 Bonds; and
Rating changes.
Solely for purposes of information, but without intending to modify this agreement, with
respect to the notice regarding property securing the repayment of the Series 2010 Bonds, the
Port will state in its Preliminary and Final Official Statements that there is no property securing
the repayment of the Series 2010 Bonds. The Port shall promptly determine whether the events
described above are material.
(d) Notice Upon Failure to Provide Financial Data. The Port agrees to provide or
cause to be provided, in a timely manner, to the MSRB notice of its failure to provide the annual
financial information described in subsection (b) above on or prior to the Submission Date.
(e) Format for Filings with the MSRB. All notices, financial information and
operating data required by this undertaking to be provided to the MSRB must be in an electronic
format as prescribed by the MSRB. All documents provided to the MSRB pursuant to this
undertaking must be accompanied by identifying information as prescribed by the MSRB.
(f) Termination/Modification. The Port's obligations to provide annual financial
information and notices of material events shall terminate upon the legal defeasance (if notice of
such defeasance is given as provided above) or payment in full of all of the Series 2010 Bonds.
This section, or any provision hereof, shall be null and void if the Port (1) obtains an opinion of
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nationally recognized bond counsel to the effect that those portions of the Rule which require
this section, or any such provision, have been repealed retroactively or otherwise do not apply to
the Series 2010 Bonds; and (2) notifies the MSRB, if any, of such opinion and the cancellation of
this section. Notwithstanding any other provision of this series resolution, the Port may amend
this Section 17 (including the items in the closing certificate referenced above) and any provision
of this Section 17 may be waived, in accordance with the Rule; provided that (A) if the
amendment or waiver relates to the provisions of subsections (b)(1), (b)(2) or (c) above, it may
only be made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature or status of an obligated person
with respect to the Series 2010 Bonds, or the type of business conducted; (B) the undertaking, as
amended or taking into account such waiver, would, in the opinion of nationally recognized bond
counsel, have complied with the requirements of the Rule at the time of the original issuance of
the Series 2010 Bonds, after taking into account any amendments or interpretations of the Rule,
as well as any change in circumstances; and (C) the amendment or waiver does not, in the
opinion of nationally recognized bond counsel, materially impair the interests of the beneficial
owners of the Series 2010 Bonds.
In the event of any amendment of or waiver of a provision of this Section 17, the Port
shall describe such amendment in the next Annual Disclosure Report, and shall include, as
applicable, a narrative explanation of the reason for the amendment or waiver and its impact on
the type (or in the case of a change of accounting principles, on the presentation) of financial
information or operating data being presented by the Port. In addition, if the amendment relates
to the accounting principles to be followed in preparing financial statements, (i) notice of such
change shall be given in the same manner as for a material event under Subsection (c), and
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(ii) the Annual Disclosure Report for the year in which the change is made should present a
comparison (in narrative form and also, if feasible, in quantitative form) between the financial
statements as prepared on the basis of the new accounting principles and those prepared on the
basis of the former accounting principles.
(f) Registered Owner's and Beneficial Owners' Remedies Under this Section. A
Registered Owner's and thebeneficial owners' right to enforce the provisions of this section
shall be limited to a right to obtain specific enforcement of the Port's obligations hereunder, and
any failure by the Port to comply with the provisions of this undertaking shall not be a default
under this series resolution.
(g) Additional Information. Nothing in this Section 17 shall be deemed to prevent the
Port from disseminating any other information, using the means of dissemination set forth in this
Section 17 or any other means of communication, or including any other information in any
Annual Disclosure Report or notice of occurrence of a material event, in addition to that which is
required by this Section 17. If the Port chooses to include any information in any Annual
Disclosure Report or notice of the occurrence of a material event in addition to that specifically
required by this Section 17, the Port shall have no obligation under this series resolution to
update such information or to include it in any future Annual Disclosure Report or notice of
occurrence of a material event.
Section 18. Compliance with Parity Conditions. The Commission hereby finds and
determines as required by Section 5(b) of the Intermediate Lien Master Resolution, as follows:
First: The Port is not in default under the of the Intermediate Lien Master
Resolution; and
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Second: The Commission has been assured that prior to the issuance and delivery
of the Series 2010 Bonds, the Port will meet the conditions set forth in Section 5(c) of the
Intermediate Lien Master Resolution or will deliver either.
(A) a certificate will be prepared as provided below and
executed by the Designated Port Representative stating that Available Intermediate Lien
Revenues as First Adjusted during the Base Period were at least equal to 110 percent of Annual
Debt Service in each year of the Certificate Period with respect to all Intermediate Lien Parity
Bonds then Outstanding and then proposed to be issued; or
(B) a Consultant's certificate, will be prepared as provided in
the Intermediate Lien Master Resolution stating that projected Available Intermediate Lien
Revenues as First Adjusted will be at least equal to 110 percent of Annual Debt Service in each
year of the Certificate Period.
The limitations contained in the conditions provided in Section 5(b) of the Intermediate
Lien Master Resolution having been complied with, the payments required herein to be made out
of the Available Intermediate Lien Revenues to pay and secure the payment of the principal of,
premium, if any, and interest on the Series 2010 Bonds shall constitute a lien and charge upon
such a charge and lien upon the Available Intermediate Lien Revenues equal to the lien thereon
of Outstanding Intermediate Lien Parity Bonds.
Section 19. Bond Insurance. The payments of the principal of and interest on one or
more series, or principal maturities within one or more series, of the Series 2005 Bonds may be
insured by the issuance of the Bond Insurance Policy. The Designated Port Representative, with
the assistance of the Underwriters, shall solicit proposals from municipal bond insurance
companies, and the Designated Port Representative, in consultation with the Port's financial
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advisor, is hereby authorized to select the proposal that is deemed to be the most cost effective
and further to execute the Bond Insurance Commitment and other agreements with the Insurer,
which may include such covenants and conditions as shall be approved by the Designated Port
Representative.
Section 20. Severability. If any one or more of the covenants or agreements provided
in this series 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 series resolution and shall in no way affect the validity of the other
provisions of this series resolution or of any Intermediate Lien Parity Bonds.
Section 21. Effective Date. This series resolution shall be effective immediately upon
its adoption.
ADOPTED by the Port Commission of the Port of Seattle at a regular meeting thereof,
held this ____ day of __________, 2010, and duly authenticated in open session by the
signatures of the commissioners voting in favor thereof.
PORT OF SEATTLE
Commissioners
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EXHIBIT A
Refunding Candidates
Port of Seattle Revenue Refunding Bonds, Series 1998A*
Maturity Dates
(June 1) Principal Amounts Interest Rates
2011 $ 2,020,000 5.250
2012 6,320,000 5.375
2013 6,650,000 5.375
2014 7,015,000 5.125
2017 3,385,000 5.000
* Callable at any time on and after August 1, 2009, in whole or in part at a redemption
price of par.
Port of Seattle Revenue Bonds, Series 2000B*
Maturity Dates
(February 1) Principal Amounts Interest Rates
2016 $ 11,205,000 6.000%
2017 11,895,000 6.000
2018 12,615,000 5.750
2019 13,365,000 5.750
2020 14,160,000 5.800
2021 15,005,000 5.800
2024 50,000,000 5.625
*Callable at any time on and after August 1, 2010, in whole or in part at a redemption
price of par.
A-1
Port of Seattle Revenue Bonds, Series 2001B (AMT)*
Maturity Dates
(April 1) Principal Amounts Interest Rates
2011 $10,165,000 5.500%
2012 10,735,000 5.500
2013 11,350,000 5.625
2014 12,010,000 5.625
2015 12,705,000 5.625
2016 13,440,000 5.625
2017 14,215,000 5.625
2018 15,040,000 5.625
2024 108,505,000 5.100
*the Bonds maturing in the years 2011 through 2018 are callable at any time on and after
October 1, 2011, in whole or in part at a redemption price of par. The 2024 maturity is callable
on and after October 1, 2008, in whole or in part at a redemption price of par.
Port of Seattle Passenger Facility Charge Revenue Bonds, 1998A (Non-AMT)
Maturity Dates Principal Interest
(December 1) Amounts Rates
2016 $ 670,000 5.00%
2017 14,380,000 5.00
2023 72,420,000 5.00
*Callable at 101% any time on and after December 1, 2008, 100.5% on and after
December 1, 2009 and at 100% on and after December 1, 2010.
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Port of Seattle Passenger Facility Charge Revenue Bonds, 1998B (AMT)
Maturity Years
(December 1) Principal Amounts Interest Rates
2010 $10,030,000 5.250%
2011 10,555,000 5.250
2012 11,110,000 5.250
2013 11,690,000 5.375
2014 12,325,000 5.250
2016 25,955,000 5.300
*Callable at 101% any time on and after December 1, 2008, 100.5% on and after
December 1, 2009 and at 100% on and after December 1, 2010.
Port of Seattle Subordinate Lien Revenue Bond, 2005
Maturity Years
(March 1) Principal Amounts Interest Rates
2035 $62,925,000 VR
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Exhibit B
Projects
Seattle-Tacoma International Airport
Airfield pavement 17,900,000
Storm water and sewer pipes 3,500,000
Baggage handling improvements 13,000,000
Vertical circulation renewal and replacement 79,000,000
(elevators and escalators)
Preconditioned Air 6,000,000
Other Airport Improvements 20,700,000
140,100,000
B-1
E X H I B I T C
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
INTERMEDIATE LIEN REVENUE AND REFUNDING BONDS, SERIES 2010
THIS ESCROW DEPOSIT AGREEMENT, dated as of August ____, 2010 (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 TheBank of New York Trust
Company, N.A., 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
Exhibit A attached hereto and made a part hereof.
W I T N E S S E T H :
WHEREAS, the Port heretofore has issued certain revenue bonds presently remaining
outstanding as identified and described in Exhibit B (the "Refunded Bonds"); and
WHEREAS, pursuant to Resolution No. 3637, adopted on June 22, 2010 (the
"Series Resolution"), the Port has determined to issue its Intermediate Lien Revenue and
Refunding Bonds, Series 2010 (the "Series 2010 Bonds") in part for the purpose of providing
funds to pay the costs of refunding the Refunded Bonds; and
WHEREAS, the Escrow Agent has reviewed the Series Resolution and this Agreement,
and is willing to serve as Escrow Agent hereunder; and
[WHEREAS, Grant Thornton LLP of Minneapolis, Minnesota, have prepared a
verification report which is dated August ___, 2010 (the "Verification Report") relating to the
source and use of funds available to accomplish the 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, 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 escrow funds provided for such purpose; and
WHEREAS, the issuance, sale, and delivery of the Series 2010 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 the Refunded Bonds when due as shown
on Exhibit C attached hereto; and
WHEREAS, the Port desires that, concurrently with the delivery of the Series 2010
Bonds to the purchasers thereof, the proceeds of the Series 2010 Bonds, together with certain
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other available funds of the Port, shall be applied to purchase certain direct noncallable
obligations of or guaranteed by the United States of America hereinafter defined as the
"Escrowed Securities" for deposit to the credit of the Escrow Fund created pursuant to the terms
of this Agreement and to establish a beginning cash balance (if needed) in such Escrow Fund;
and
WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be
payable at such times and in such amounts so as to provide moneys which, together with cash
balances from time to time on deposit in the Escrow Fund, will be sufficient to pay interest on
the Refunded Bonds as it accrues and becomes payable and the principal of the Refunded Bonds
as it becomes due and payable; and
WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities,
particularly those in book entry form, the Port desires to establish the Escrow Fund at the
corporate trust office of the Escrow Agent in; and
WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its
acceptance of the terms and provisions hereof;
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 Fund means the fund created by this Agreement to be established, held and
administered by the Escrow Agent pursuant to the provisions of this Agreement.
Escrowed Securities means the noncallable Government Obligations described in
Exhibit D attached to this Agreement, or cash or other noncallable Government 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
payment of principal and interest by the United States of America or (d) REFCORP debt
obligations unconditionally guaranteed by the United States of America.
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Paying Agent means the fiscal agency of the State of Washington, as the paying agent for
the Refunded Bonds.
Section 1.2. Other Definitions.
The terms "Agreement," "Port," "Escrow Agent," "Series Resolution," "Verification
Report," "RefundedBonds," and "Series 2010 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 Escrow Fund.
Concurrently with the sale and delivery of the Series 2010 Bonds the Port shall deposit,
or cause to be deposited, with the Escrow Agent, for deposit in the Escrow Fund, the funds
sufficient to purchase the Escrowed Securities described in Exhibit D attached hereto, and the
Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Port in writing.
Article 3. Creation and Operation of Escrow Fund
Section 3.1. Escrow Fund.
The Escrow Agent has created on its books a special trust fund and irrevocable escrow to
be known as the Escrow Fund (the "Escrow Fund"). The Escrow Agent hereby agrees that upon
receipt thereof it will deposit to the credit of the Escrow Fund the funds and the Escrowed
Securities described in Exhibit D attached hereto. Such deposit, all proceeds therefrom, and all
cash balances from time to time on deposit therein (a) shall be the property of the Escrow Fund,
(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 hereof. When the final transfers have been made for the
payment of such principal of and interest on the Refunded Bonds, any balance then remaining in
the Escrow Fund shall be transferred to the Port, and the Escrow Agent shall thereupon be
discharged from any further duties hereunder.
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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 from time to time on deposit in the Escrow Fund, the amounts required to pay
the principal of the Refunded Bonds at their respective maturity or redemption dates and interest
thereon to such maturity or redemption dates in the amounts and at the times shown in Exhibit C
attached hereto.
Section 3.3. Sufficiency of Escrow Fund.
The Port represents that, based upon the information provided in the Verification Report,
the successive receipts of the principal of and interest on the Escrowed Securities will assure that
the cash balance on deposit from time to time in the Escrow Fund will be at all times sufficient to
provide moneys 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 the optional redemption date set forth in Exhibit E
attached hereto. If, for any reason, at any time, the cash balances on deposit or scheduled to be
on deposit in the Escrow Fund shall be insufficient to transfer the amounts required by the
Paying Agent to make the payments set forth in Section 3.2. hereof, the Port shall timely deposit
in the Escrow Fund, 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 Escrow Fund or the Port's failure to make additional
deposits thereto.
Section 3.4. Trust Fund.
The Escrow Agent or its affiliate, shall hold at all times the Escrow Fund, the Escrowed
Securities and all other assets of the Escrow Fund, 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 Escrow Fund to be commingled with any other funds or securities of the
Escrow Agent; and it shall hold and dispose of the assets of the Escrow Fund only as set forth
herein. The Escrowed Securities and other assets of the Escrow Fund 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 thereof shall at all times be maintained on the books of the Escrow Agent. The
owners of the Refunded Bonds shall be entitled to a preferred claim and first lien upon the
Escrowed Securities, the proceeds thereof, and all other assets of the Escrow Fund to which they
are entitled as owners of the Refunded Bonds. 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 trustee and Escrow Agent under the
terms of this Agreement. The amounts received by the Escrow Agent under this Agreement shall
not be subject to warrants, drafts or checks drawn by the Port or, except to the extent expressly
herein provided, by the Paying Agent.
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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 hereof, 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 Escrow Fund, 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 Escrow Fund 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 2010 Bonds or Refunded Bonds to be an "arbitrage bond" within the
meaning of Section 148 of the Internal Revenue Code of 1986, as amended. The Escrowed
Securities then held by the Escrow Agent shall not be released until the Escrow Agent shall have
received the substituted Escrowed Securities.
Article 5. Application of Cash Balances
Section 5.1. In General.
Except as provided in Sections 3.2 and 4.2 hereof, no withdrawals, transfers, or
reinvestment shall be made of cash balances in the Escrow Fund. Cash balances shall be held by
the Escrow Agent and as cash balances as shown on the books and records of the Escrow Agent
and shall not be reinvested by the Escrow Agent.
Any money or securities remaining on deposit with the Escrow Agent following the
payment and redemption of the refunded Bonds and the payment of all costs and expenses
thereof shall be remitted promptly to the Port.
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Article 6. Redemption of Refunded Bonds
Section 6.1. Call for Redemption.
The Port hereby irrevocably calls the Refunded Bonds for redemption on the dates shown
on Exhibit E and as shown in the Verification Report and on Appendix A attached hereto.
Section 6.2. Notice of Redemption.
The Escrow Agent agrees to give a notice of redemption and a notice of defeasance of the
Refunded Bonds pursuant to the terms of the resolution authorizing the issuance of the Refunded
Bonds and in substantially the forms attached hereto as Appendix A and Appendix B,
respectively, and as described on said Appendix A and Appendix B by delivering the same 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 resolution authorizing the issuance of 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 Escrow Fund 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 monthly shall prepare and
send to the Port a written report summarizing all transactions relating to the Escrow Fund during
the preceding month, including, without limitation, credits to the Escrow Fund as a result of
interest payments on or maturities of the Escrowed Securities and transfers from the Escrow
Fund 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 Escrow Fund as of the end of such
period.
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.
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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 Escrow Fund. 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 Escrow Fund 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 Series 2010 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.
The Escrow Agent is not a party to the proceedings authorizing the Series 2010 Bonds or
the Refunded Bonds and is not responsible for nor bound by any of the provisions thereof
(except as set forth herein and to the extent that the Escrow Agent may be a place of payment
and paying agent and/or a paying agent/registrar therefor). In its capacity as Escrow Agent, it is
agreed that the Escrow Agent need look only to the terms and provisions of this Agreement.
The Escrow Agent makes no representations as to the value, conditions or sufficiency of
the Escrow Fund, or any part thereof, or as to the title of the Port thereto, or as to the security
afforded thereby or hereby, and the Escrow Agent shall not incur any liability or responsibility in
respect to any of such matters.
It is the intention of the parties hereto 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 diligence 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 neglect or willful misconduct, nor for any loss unless the same
shall have been through its negligence, willful misconduct or bad 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 Escrow Fund, 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 willful misconduct, bad faith or its negligence. In
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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 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. Compensation.
The Port shall pay to the Escrow Agent fees for performing the services hereunder and
for the expenses incurred or to be incurred by the Escrow Agent in the administration of this
Agreement pursuant to the terms of the Fee Schedule attached hereto as Appendix B. The
Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the
Escrow Fund 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 8.4. Successor Escrow Agents.
Any corporation, association or other entity into which the Escrow Agent may be
converted or merged, or with which it may be consolidated, or to which it may sell or otherwise
transfer all or substantially all of its corporate trust assets and business or any corporation,
association or other entity resulting from any such conversion, sale, merger, consolidation or
other transfer to which it is a party, ipso facto, shall be and become successor escrow agent
hereunder, vested with all other matters as was its predecessor, without the execution or filing of
any instrument or any further act on the part of the parties hereto, notwithstanding anything
herein to the contrary.
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 the State of Washington, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least [$50,000,000] and
subject to the supervision or examination by federal or state authority.
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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 8.4 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.
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.
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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.
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, 250 Greenwich Street, New York, NY 10007,
Attention: Public Finance Rating Desk/Refunded Bonds and to Standard & Poor's Ratings
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.
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EXECUTED as of the date first written above.
PORT OF SEATTLE
Chief Financial Officer
THE BANK OF NEW YORK TRUST
COMPANY N.A.
as Authorized Signer
Exhibit A - Addresses of the Port and the Escrow Agent
Exhibit B - Description of the Refunded Bonds
Exhibit C - Schedule of Debt Service on Refunded Bonds
Exhibit D - Description of Beginning Cash Deposit (if any) and Escrowed Securities
Exhibit E - Escrow Fund Cash Flow
Appendix A - Notice of Redemption
Appendix B - Notice of Defeasance
Appendix C Fee Schedule
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EXHIBIT A
Addresses of the Port and Escrow Agent
Port: Port of Seattle
2711 Alaskan Way
Pier 69
Seattle, WA 98121
Attention: Chief Financial Officer
Escrow Agent: The Bank of New York Trust Company, N.A.
Two Union Square
601 Union St Ste 520
Seattle WA 98101
Attention: Vice President
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EXHIBIT B
THE REFUNDED BONDS
Port of Seattle
Revenue Refunding Bonds, Series 1998A
Maturity Dates
(June 1) Principal Amounts Interest Rates
2011 $ 2,880,000 5.250
2012 9,000,000 5.375
2013 9,465,000 5.375
2014 9,985,000 5.125
2017 4,820,000 5.000
Port of Seattle
Revenue Refunding Bonds, Series 2000B
Maturity Dates
(February 1) Principal Amounts Interest Rates
2011 $ 8,300,000 6.000%
2012 8,815,000 6.000
2013 9,355,000 6.000
2014 9,935,000 6.000
2015 10,550,000 6.000
2016 11,205,000 6.000
2017 11,895,000 6.000
2018 12,615,000 5.750
2019 13,365,000 5.750
2020 14,160,000 5.800
2021 15,005,000 5.800
2024 50,000,000 5.625
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Port of Seattle Revenue Bonds, Series 2001B (AMT)
Maturity Dates
(April 1) Principal Amounts Interest Rates
2011 $10,165,000 5.500%
2012 10,735,000 5.500
2013 11,350,000 5.625
2014 12,010,000 5.625
2015 12,705,000 5.625
2016 13,440,000 5.625
2017 14,215,000 5.625
2018 15,040,000 5.625
2024 108,505,000 5.100
Port of Seattle Passenger Facility Charge Revenue Bonds, 1998A (Non-AMT)
Maturity Dates Principal Interest
(December 1) Amounts Rates
2016 $ 670,000 5.00%
2017 14,380,000 5.00
2023 72,420,000 5.00
Port of Seattle Passenger Facility Charge Revenue Bonds, 1998B (AMT)
Maturity Years
(December 1) Principal Amounts Interest Rates
2010 $10,030,000 5.250%
2011 10,555,000 5.250
2012 11,110,000 5.250
2013 11,690,000 5.375
2014 12,325,000 5.250
2016 25,955,000 5.300
Port of Seattle Subordinate Lien Revenue Bond, 2005
Maturity Years
(March 1) Principal Amounts Interest Rates
2035 $62,925,000 VR
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EXHIBIT C
Schedule of Debt Service on the Refunded Bonds
Principal/
Redemption
Date Interest Price Total
$ $ $
Totals: $ $ $
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EXHIBIT D
Escrow Deposit
I. Cash
II. Other Obligations
Principal
Description Maturity Date Amount Interest Rate Total Cost
$ % $
$ -- $
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EXHIBIT E
Escrow Fund Cash Flow
Total Cash Reinvestment In Adjusted Cash
Receipts From Zero-Coupon Receipts From Cash
U.S. Treasury U.S. Treasury SLGS U.S. Treasury Disbursements Cash
Date Securities (Investments) Maturities From Escrow From Escrow Balance
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APPENDIX A-1
NOTICE OF REDEMPTION*
Port of Seattle
[Name of Refunded Bonds]
NOTICE IS HEREBY GIVEN that the Port of Seattle has called for redemption on
_______ 1, ____, its outstanding Revenue Bonds, ____ (the "Bonds").
The Bonds will be redeemed at a price of _________ percent (____%) of their principal
amount, plus interest accrued to _______ 1, ____. The red emption price of the Bonds is payable
on presentation and surrender of the Bonds at the office of:
The Bank of New York Wells Fargo Bank, National
Fiscal Agency Department Association
Ground Floor -or- Any branch in the State of
101 Barclay Street Washington
7 East
New York, NY 10286
Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on
_______ 1, ____.
*
This notice shall be given not more than 60 nor less than 30 days prior to _______ 1, ____ by first class
mail to each registered owner of the Refunded Bonds. In addition notice shall be mailed at least 35 days prior to
_______ 1, ____ to The Depository Trust Company, New York, New York; [Underwriter of Refunded Bonds;]
[Insurer of Refunded Bonds;] Moody's Investors Service and Standard & Poor's; and to each Nationally Recognized
Municipal Securities Information Repository
Page 1 - Appendix A-1
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The following Bonds are being redeemed:
Maturity Years Interest Principal
(_______ 1) Rates Amounts CUSIP Nos.
$ %
By Order of the Port of Seattle
The Bank of New York, as Paying Agent
Dated: .
Under the Interest and Dividend Tax Compliance Act of 1983, payor may be required to
withhold 28% of the redemption price from any Bondowner who fails to provide to payor and
certify under penalties of perjury, a correct taxpayer identifying number (employer identification
number or social security number, as appropriate) or an exemption certificate on or before the
date the Bonds are presented for payment. Bondowners who wish to avoid the application of
these provisions should submit a completed Form W-9 when presenting their Bonds.
Page 2 - Appendix A-1
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APPENDIX B-1
Notice of Defeasance1
Port of Seattle
[Name of Refunded Bonds]
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 ____________, by and between
the Port of Seattle (the "Port") and _________________ (the "Escrow Agent"), the Port has
deposited into an escrow account, held by the Escrow Trustee, cash and non-callable direct
obligations of the United States of America, the principal of and interest on which, when due,
will provide money 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
Section ______ of Resolution No .3637 of the Port authorizing the Defeased Bonds, but will be
paid by application of the assets in such escrow.
The Defeased Bonds are described as follows:
Port of Seattle
_____________________
(Dated ________________)
Maturity Date Par Amount Call Date
(_________1) Defeased Interest Rate (at 100%) CUSIP Nos.
Year* $ %
[*New CUSIP numbers have been assigned to these bonds.]
1 *
This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds and to
each Nationally Recognized Municipal Securities Information Repository.
Page 1 - Appendix B
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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.
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.
The Bonds should be presented as follows:
IF BY MAIL: IF BY HAND:
The Bank of New York The Bank of New York
Fiscal Agency Department Fiscal Agency Department
101 Barclay Street - 7E 101 Barclay Street
New York, New York 10286 Main Floor Window
New York, New York 10007
[Date]
_____________________, as Escrow Trustee
Page 2 - Appendix B
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APPENDIX C
Fee Schedule
Escrow Agent Fee: $_________
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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 numbered 3637 (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 22nd day of June, 2010, 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 22nd day of June, 2010.
Secretary
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