PORT OF SEATTLE 
MEMORANDUM 

COMMISSION AGENDA             Item No.      6a 
Date of Meeting     June 2, 2009 
DATE:    May 15, 2009 
TO:      Tay Yoshitani, Chief Executive Officer 
FROM:    Elizabeth Morrison, Sr. Manager, Corporate Finance 
SUBJECT:  First Reading of Resolution No. 3619 authorizing the issuance and sale of 
Revenue Bonds, Series 2009A and Series 2009B in the aggregate principal
amount of not to exceed $425,000,000. 

BACKGROUND
On May 13, 2008, the Commission authorized funding for the construction of the Consolidated
Rental Car Facility (CRCF). Source of funding at the time of authorization was expected to be
customer facility charges (CFCs) and stand-alone CFC-backed bonds to be issued in 2008. CFC
cash was expected to fund a portion of the project and construction of the facility began in June
2008.
On July 1, 2008, the Commission passed Resolution No. 3600, as amended, authorizing the
issuance of CFCbacked revenue bonds to fund all of the CRCF project costs. These bonds
would have been secured solely by CFC revenues. Due to deteriorating bond market conditions 
resulting from the U.S. financial crisis, the Port decided not to proceed with the bond issue at that
time. Credit markets in general and the taxable municipal market in particular worsened toward
the end of 2008 and the Port suspended this transaction until credit markets improved, although
the project continued to be funded with CFC collections and funds on hand. 
On December 15, 2008, the Commission approved the suspension of the project for up to one
year, and staff began developing an alternative financing strategy. 
On May 12, 2009, staff presented a funding plan to fully fund the CRCF project with an
estimated opening Customer Facility Charge of $6.50. The plan includes the issuance of Port
Revenue Bonds and the issuance of Bond Anticipation Notes in form of lines of credit with Bank
of America and U. S. Bank. 

FIRST LIEN REVENUE BONDS, SERIES 2009 
The Series 2009 Bonds (the "Bonds") will be issued to provide funding for the CRCF. They will
be issued as fixed rate bonds on parity with the Port's currently outstanding First Lien Revenue
Bonds pursuant to the Port's Amended and Restated Master Resolution No. 3577. Bonds issued

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
May 15, 2009 
Page 2 of 3 

pursuant to Resolution No. 3577 are secured by Port's Gross Revenues after the payment of
Operating Expenses. Debt service on the Bonds may be paid from CFC Revenues available after
the payment of obligations under the CFC Revenue Note, but CFC Revenue is not included in 
Gross Revenues as defined in Resolution No. 3577 and is not pledged to the Bonds. Therefore,
CFCs are not included in the calculation of First Lien debt service coverage for the purposes of
meeting the First Lien Rate Covenant or for meeting the Coverage Requirement for the issuance
of additional Parity Bonds. The minimum coverage requirement for First Lien Bonds is 1.35x
debt service. Separately, the Port has a management target of First Lien coverage of 1.8x. Based
on the Report of the Independent Consultant, during the forecast period of 2009-2018, First Lien
coverage is forecast to exceed 1.8x.
The Bonds will is issued with final maturities no less than 10 years and to 30 years. Subject to
market conditions, a portion of the Bonds will be issued as Capital Appreciation Bonds (CABs)
with interest payments deferred until the payment of principal; the balance of the Bonds will pay
current interest semiannually. 
The currently noted not to exceed amount of $425,000,000 is set at a level to provide flexibility
for accessing the market as effectively as possible. For example, if interest rates are low enough
and CABs are not available at reasonable rates, the Port might be able to issue bonds to pay nearterm
interest (capitalized interest). This would have the effect of reducing the CFC rate but
increasing the bond size; the annual debt service would be similar. The maximum par amount
will be established at second reading and may be less than $425,000,000. 

RESOLUTION NO. 3619 
The Bonds will be issued in two series, Series A (non-AMT) will be governmental purpose
bonds with interest exempt from federal income tax and will be issued to fund qualifying project
elements including the off-site roadway improvements. Interest on the Series B (taxable) Bonds
will be subject to income tax and will fund non-qualifying project elements including the rental
car facility, bus maintenance facility and bus acquisitions. Unlike tax-exempt bonds, taxable
bonds typically are sold without the ability to call the bonds at par; the ability to redeem bonds
early is typically accomplished by a make-whole call, so the Port will not have the ability to
achieve savings through refunding the taxable Bonds if interest rates drop in the future. 
Resolution No. 3619 establishes a Debt Service Reserve for each series of Bonds estimated to be 
in an amount equal to 10% of the original par value of each series. 
The Resolution delegates to the Port's Chief Executive Officer the Commission's authority to
approve interest rates, maturity dates, redemption rights, interest payment dates, and principal
maturities for the Bonds (these are generally set at the time of pricing and dictated by market
conditions at that time). Commission parameters that limit the delegation in the form of a
maximum interest rate, maximum bond size and expiration date for the delegated authority will
be established at Second Reading. If the Bonds cannot be sold within these parameters, further
Commission action would be required.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
May 15, 2009 
Page 3 of 3 

Upon adoption, Resolution No. 3619 will approve, by reference, the Bond Purchase Contract and 
the Official Statement. The Bonds will be sold through negotiated sale to Barclays Capital,
Goldman Sachs & Co., Morgan Stanley & Co. Inc. and Seibert Brandford Shank & Co., LLC.
Seattle Northwest Securities Corporation, Inc. is serving as Financial Advisor on the transaction. 

REQUESTED ACTION 
First Reading of Resolution No. 3619 authorizing the issuance and sale of Revenue Bonds, Series
2009A and Series 2009B in the aggregate principal amount of not to exceed $425,000,000.