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PORT OF SEATTLE ______________________________________ RESOLUTION NO. 3676 A RESOLUTION of the Port Commission of the Port of Seattle, authorizing the sale and issuance of limited tax general obligation refunding bonds of the Port in the aggregate principal amount of not to exceed $115,000,000; and authorizing a Designated Port Representative to approve certain matters relating to the bonds including the manner of sale of the bonds; approval of the bid offering, acceptance of bids for the bonds (if the GO refunding bonds are sold by competitive sale) or a purchase contract (if the bonds are sold by negotiated sale), execution of all documents and actions necessary to sell and deliver the bonds, preparation and dissemination of a preliminary official statement and final official statement; appointing an escrow agent and authorizing the execution of an escrow agreement; and providing for continuing disclosure. ADOPTED: __________, 2013 Prepared by: K&L GATES LLP Seattle, Washington PORT OF SEATTLE RESOLUTION NO. 3676 TABLE OF CONTENTS* Page Section 1. Definitions............................................................................................................. 5 Section 2. Authorization and Description of Bonds ............................................................ 10 Section 3. Redemption ......................................................................................................... 11 Section 4. Registration, Exchange and Payments ................................................................ 14 Section 5. Bond Fund ........................................................................................................... 19 Section 6. Defeasance .......................................................................................................... 20 Section 7. Tax Covenants .................................................................................................... 20 Section 8. Lost, Stolen or Destroyed Bonds ........................................................................ 21 Section 9. Form of Bonds and Registration Certificate ....................................................... 21 Section 10. Execution ............................................................................................................ 24 Section 11. Ongoing Disclosure............................................................................................. 25 Section 12. Sale of Bonds ...................................................................................................... 25 Section 13. Application of Bond Proceeds ............................................................................ 29 Section 14. Redemption of Refunded Bonds ......................................................................... 30 Section 15. Severability ......................................................................................................... 32 Section 16. Effective Date ..................................................................................................... 32 Exhibit A Form of Escrow Agreement Exhibit B Form of Costs of Issuance Agreement * This Table of Contents and the Cover Page are for convenience of reference and are not intended to be a part of this resolution. RESOLUTION NO. 3676 A RESOLUTION of the Port Commission of the Port of Seattle, authorizing the sale and issuance of limited tax general obligation refunding bonds of the Port in the aggregate principal amount of not to exceed $115,000,000; and authorizing a Designated Port Representative to approve certain matters relating to the bonds including the manner of sale of the bonds; approval of the bid offering, acceptance of bids for the bonds (if the GO refunding bonds are sold by competitive sale) or a purchase contract (if the bonds are sold by negotiated sale), execution of all documents and actions necessary to sell and deliver the bonds, preparation and dissemination of a preliminary official statement and final official statement; appointing an escrow agent and authorizing the execution of an escrow agreement; and providing for continuing disclosure. WHEREAS, the Port of Seattle (the "Port"), a municipal corporation of the State of Washington, owns and operates a system of marine terminals and properties and Seattle-Tacoma International Airport; and WHEREAS, the Port is authorized by RCW 53.36.030 and ch. 39.46 to issue general obligation bonds payable from, inter alia, regular tax levies of the Port; and WHEREAS, the Port has issued its Limited Tax General Obligation Bonds, Series 2004A (Non-AMT) under date of February 12, 2004, pursuant to Resolution No. 3521, as amended (the "2004 Bond Resolution") in the original principal amount of $32,510,000 which remain outstanding, as follows: Maturity Year Principal Interest (November 1) Amounts Rates 2021 $ 7,870,000 5.00% 2022 12,020,000 5.00 2023 12,620,000 4.50 (the "2004A Bonds"); and WHEREAS, the 2004A Bonds are subject to redemption at the option of the Port on and after November 1, 2013 in whole or in part, and if in part, with maturities to be selected by the Port at the price of par, plus accrued interest to the date fixed for redemption; and WHEREAS, the Port has issued its Limited Tax General Obligation Bonds, Series 2004B (AMT) dated February 12, 2004, pursuant to the 2004 Bond Resolution in the original principal amount $134,970,000 which remain outstanding, as follows: Maturity Year Principal Interest (November 1) Amounts Rates 2013 $ 7,760,000 5.25% 2014 8,170,000 5.00 2015 8,580,000 5.00 2016 9,005,000 5.00 2017 9,455,000 5.00 2018 9,930,000 5.00 2019 10,425,000 5.00 2020 10,945,000 4.50 2021 3,830,000 4.50 (the "2004B Bonds"); and WHEREAS, the 2004B Bonds maturing on and after November 1, 2014 (the "2004B Candidates") are subject to redemption at the option of the Port on and after November 1, 2013 in whole or in part, and if in part, with maturities to be selected by the Port at the price of par, plus accrued interest to the date fixed for redemption; and WHEREAS, the Port has issued its Limited Tax General Obligation Refunding Bonds, Series 2004C (AMT) under date of February 12, 2004, pursuant to the 2004 Bond Resolution in the original principal amount of $131,330,000 which remain outstanding, as follows: -2- P:\20287_CMW\20287_9Z5 2/20/13 Maturity Year Principal Interest (November 1) Amounts Rates 2013 $ 13,405,000 5.25% 2014 14,110,000 5.00 2015 2,830,000 5.25 2016 2,980,000 5.25 2017 3,135,000 5.25 2018 3,300,000 5.25 2019 3,470,000 5.25 (the "2004C Bonds"); and WHEREAS, the 2004C Bonds are not subject to optional redemption prior to their maturities; and WHEREAS, after due consideration the Port has determined to defease portions of each maturity of the outstanding 2004C Bonds: Maturity Year Principal Interest (November 1) Amounts Rates 2013 $ 255,000 5.25% 2014 265,000 5.00 2015 55,000 5.25 2016 55,000 5.25 2017 60,000 5.25 2018 65,000 5.25 2019 65,000 5.25 (the "2004C Candidates"); and WHEREAS, the Port has issued its Limited Tax General Obligation Refunding Bonds, Series 2011 (AMT) under date of February 23, 2011, pursuant to pursuant to Resolution No. 3648 (the "2011 Bond Resolution") in the original principal amount of $74,000,000 which remain outstanding, as follows: -3- P:\20287_CMW\20287_9Z5 2/20/13 Maturity Year Principal Interest (December 1) Amounts Rates 2013 $ 3,785,000 4.00% 2014 3,935,000 5.00 2015 4,130,000 5.00 2016 4,335,000 5.00 2017 4,555,000 5.25 2018 4,795,000 5.25 2019 5,045,000 5.25 2020 5,305,000 5.25 2021 5,590,000 5.25 2022 5,880,000 5.50 2023 6,210,000 5.50 2024 6,550,000 5.75 2025 6,920,000 5.75 (the "2011 Bonds"); and WHEREAS, the 2011 Bonds maturing on and after December 1, 2021 are subject to redemption at the option of the Port on and after June 1, 2021 in whole or in part, and if in part, with maturities to be selected by the Port at the price of par, plus accrued interest to the date fixed for redemption; and WHEREAS, after due consideration the Port has determined to defease a portion of the 2011 Bonds maturing in 2025: Maturity Year Principal Interest (December 1) Amount Rate 2025 $ 1,185,000 5.75% (the "2011 Candidate"); and WHEREAS, after due consideration it appears to the Port that all or a portion of the 2004A Bonds, the 2004B Candidates, the 2004C Candidates, and the 2011 Candidate (together, the "Candidates") may be defeased and/or refunded, through the issuance of two series of limited tax general obligation refunding bonds authorized herein; and -4- P:\20287_CMW\20287_9Z5 2/20/13 WHEREAS, the Commission wishes to delegate authority to approve the manner of sale, selection of the Underwriter(s) (hereinafter defined), the sale date or dates, the final principal amounts of the bonds, interest rates, designations of the bonds, principal maturities, redemption provisions, and the true interest cost of such bonds to be fixed under such terms and conditions as are approved by this resolution; 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 resolution shall have the following meanings: Acquired Obligations means the Government Obligations acquired by the Port under the terms of this resolution and the Escrow Agreement, if any, to effect the defeasance and refunding of the Refunded Bonds. Approved Bid means the winning bid submitted for a series of the Bonds if such series is sold by Competitive Sale. Bond Fund means the Port of Seattle Limited Tax General Obligation Bond Redemption Fund, 2013 created in the office of the Treasurer of the Port by Section 5 of this resolution. Bond Purchase Contract means, if the Bonds of a series shall be sold by Negotiated Sale, the Bond Purchase Contract for one or both series of the Bonds, providing for the purchase of Bonds by the Underwriters and setting forth certain terms approved by the Designated Port Representative as provided in Section 12 of this resolution. Bond Register means the registration books maintained by the Registrar containing the name and mailing address of the owner of each Bond or nominee of such owner and the principal amount and number of Bonds held by each owner or nominee. -5- P:\20287_CMW\20287_9Z5 2/20/13 Bonds mean, together, the 2013A Bonds and the 2013B Bonds. Candidates mean the 2004A Bonds, the 2004B Candidates, the 2004C Candidates and the 2011 Candidate. Code means the Internal Revenue Code of 1986, as amended, and shall include all applicable regulations and rulings relating thereto. Commission means the Commission of the Port, or any successor thereto as provided by law. Competitive Sale means the process by which the Bonds (or a portion of them) are sold through the public solicitation of bids from underwriting firms. Costs of Issuance Agreement means the Costs of Issuance Agreement(s), if any, dated as of the date of the closing and delivery of the Bonds between the Port and the Escrow Agent to be executed in connection with paying the costs of issuance of the Refunded Bonds, substantially in the form attached hereto as Exhibit B. Designated Port Representative means the Chief Executive Officer of the Port or the Chief Financial and Administrative Officer of the Port (or the successor in function to such person(s)) or such other person as may be directed by resolution of the Commission. 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 Bonds pursuant to Section 4 hereof. Escrow Agent means U.S. Bank National Association. Escrow Agreement means the Escrow Deposit Agreement(s), if any, dated as of the date of the closing and delivery of the Bonds between the Port and the Escrow Agent to be executed -6- P:\20287_CMW\20287_9Z5 2/20/13 in connection with the refunding of the Refunded Bonds, substantially in the form attached hereto as Exhibit A. Federal Tax Certificate means the certificate of that name executed and delivered by the Port at the time of issuance and delivery of the 2013A Bonds. Government Obligations has the meaning given such term in RCW Ch. 39.53, as now or hereafter amended. Letter of Representations means the blanket issuer letter of representations from the Port to DTC. Negotiated Sale means the process by which the Bonds (or a portion of them) are sold by negotiation to one or more underwriting firms. Official Notice of Sale means, if the Bonds of a series shall be sold by Competitive Sale, the notice of bond sale authorized to be given in Section 12 of this resolution. Official Statement means the final Official Statement delivered to the initial purchasers of the Bonds. Port means the Port of Seattle, a municipal corporation of the State of Washington, as now or hereafter constituted, or the corporation, authority, board, body, commission, department or officer succeeding to the principal functions of the Port or to whom the powers vested in the Port shall be given by law. Refunded Bonds mean the Candidates designated by the Designated Port Representative pursuant to Section 12 of this resolution. Registered Owner means the person named as the registered owner of a Bond in the Bond Register. -7- P:\20287_CMW\20287_9Z5 2/20/13 Registrar means, the fiscal agency of the State of Washington appointed by the Treasurer for the purposes of registering and authenticating the Bonds, maintaining the Bond Register and effecting transfer of ownership of the Bonds. The term Registrar shall include any successor to the fiscal agency, if any, hereafter appointed by the Treasurer. Rule means the SEC's Rule 15c2-12 under the Securities Exchange Act of 1934, as the same may be amended from time to time. Savings Target means a dollar amount equal to at least four percent (4.0%) of the outstanding principal of the Refunded Bonds. SEC means the United States Securities and Exchange Commission. Treasurer means the Chief Financial Officer of the Port, or any other public officer as may hereafter be designated pursuant to law to have the custody of Port funds. 2004 Bond Resolution means Resolution No. 3521, as amended, adopted by the Commission on December 9, 2003 and authorizing the issuance of the 2004A Bonds, 2004B Bonds, and the 2004C Bonds. 2004A Bonds mean the Port of Seattle Limited Tax General Obligation Bonds, Series 2004A (Non-AMT) issued pursuant to the 2004 Bond Resolution, which remain outstanding in the aggregate amount of $32,510,000 as shown in the recitals to this resolution. 2004B Bonds mean the Port of Seattle Limited Tax General Obligation Bonds, Series 2004B (AMT) issued pursuant to the 2004 Bond Resolution, which remain outstanding in the aggregate amount of $78,100,000 as shown in the recitals to this resolution. 2004B Candidates mean the 2004B Bonds maturing on and after November 1, 2014. -8- P:\20287_CMW\20287_9Z5 2/20/13 2004C Bonds mean the Port of Seattle Limited Tax General Obligation Refunding Bonds, Series 2004C (AMT) issued pursuant to the 2004 Bond Resolution, which remain outstanding in the aggregate amount of $43,230,000 as shown in the recitals to this resolution. 2011 Bond Resolution means Resolution No. 3648, adopted by the Commission on February 1, 2011 and authorizing the issuance of the 2011 Bonds. 2011 Bonds mean the Port of Seattle Limited Tax General Obligation Refunding Bonds, Series 2011 (AMT) issued pursuant to the 2011 Bond Resolution, which remain outstanding in the aggregate amount of $67,035,000 as shown in the recitals to this resolution. 2011 Candidates mean those 2011 Bonds identified as the 2011 Candidate in the recitals to this resolution. 2013A Bonds mean the Port of Seattle Limited Tax General Obligation Refunding Bonds, Series 2013A (Non-AMT), authorized to be issued in Section 2(a) of this resolution. 2013B Bonds mean the Port of Seattle Limited Tax General Obligation Refunding Bonds, Series 2013B (Taxable), authorized to be issued in Section 2(b) of this resolution. Underwriter means, the underwriter(s) of the Bonds if the Bonds of a series are sold by Negotiated Sale or the successful bidder(s) submitting the Approved Bid if the Bonds of a series are sold by Competitive Sale. Rules of Interpretation. In this resolution, unless the context otherwise requires: (a) The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any similar terms, as used in this resolution, refer to this 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 resolution; -9- P:\20287_CMW\20287_9Z5 2/20/13 (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 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 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 resolution, nor shall they affect its meaning, construction or effect; and (e) All references herein to "articles," "sections" and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof. Section 2. Authorization and Description of Bonds. (a) 2013A Bonds. The Port shall issue its limited tax general obligation refunding bonds in order to (1) refund all or a portion of the 2004A Bonds and (2) pay all or a portion of costs of issuance. The 2013A Bonds shall be designated as the "Port of Seattle, Limited Tax General Obligation Refunding Bonds, Series 2013A (Non-AMT)" with such additional designations for identification purposes as may be approved by the Designated Port Representative at the time of marketing and sale of the 2013A Bonds. (b) 2013B Bonds. The Port shall issue its limited tax general obligation refunding bonds in order to (1) refund all or a portion of the 2004B Candidates, the 2004C Candidates and the 2011 Candidate; and (2) pay all or a portion of costs of issuance. The 2013B Bonds shall be designated as the "Port of Seattle, Limited Tax General Obligation Refunding Bonds, -10- P:\20287_CMW\20287_9Z5 2/20/13 Series 2013B (Taxable)" with such additional designations for identification purposes as may be approved by the Designated Port Representative at the time of marketing and sale of the 2013B Bonds. (c) Bond Terms. The 2013A Bonds and the 2013B Bonds shall be referred to together as the "Bonds". The Bonds shall be issued in the aggregate principal amount of not to exceed $115,000,000, shall be dated as of the date of their delivery, shall be fully registered as to both principal and interest; shall be in the denomination of $5,000 or any integral multiple thereof, provided that no Bond shall represent more than one series and maturity within a series; shall be numbered separately and in the manner and with any additional designation as the Registrar deems necessary for purposes of identification and control, and shall bear interest from their date of delivery until the Bonds bearing such interest have been paid or their payment is duly provided for. The Bonds shall be issued in the aggregate principal amount, shall bear interest at the per annum rates, payable semiannually on May 1 and November 1, commencing on May 1, 2013, and shall mature in the principal amounts set forth in the Bond Purchase Contract or Official Notice of Sale and Approved Bid and as approved by the Designated Port Representative pursuant to Section 12 of this resolution. The Bonds of any of the maturities may be combined and issued as term bonds, subject to mandatory redemption as provided in the Bond Purchase Contract or Official Notice of Sale and Approved Bid. Section 3. Redemption. (a) Optional Redemption. The Bonds of each series may be subject to optional redemption on the dates, and under the terms set forth in the Bond Purchase Contract or Official Notice of Sale and Approved Bid relating to such series and as approved by the Designated Port Representative pursuant to Section 12. -11- P:\20287_CMW\20287_9Z5 2/20/13 (b) Mandatory Redemption. The Bonds of each series may be subject to mandatory redemption if and to the extent, if any, set forth in the Bond Purchase Contract or Official Notice of Sale and Approved Bid relating to such series and as approved by the Designated Port Representative pursuant to Section 12. (c) Selection of Bonds for Redemption. The manner of selection of Bonds of each series for redemption shall be set forth in the Official Statement relating to the issuance and sale of the Bonds and as approved by the Designated Port Representative pursuant to Section 12. (d) Notice of Redemption. Written notice of any redemption of Bonds prior to maturity (which notice, in the case of an optional redemption, may be conditional) 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 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 Owner. So long as the Bonds are in book-entry only form, notice of redemption shall be given to beneficial owners of 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 Bonds shall contain the following information: (1) the date fixed for redemption, (2) the redemption price, (3) if fewer than all outstanding Bonds are to be redeemed, the identification by maturity and series (and, in the case of partial redemption, the principal amounts) of the -12- P:\20287_CMW\20287_9Z5 2/20/13 Bonds to be redeemed, (4) that (unless the notice of redemption is a conditional notice, in which case the notice shall state that such Bond will become due and payable and interest shall cease to accrue on the date fixed for redemption if and to the extent that funds have been provided to the Registrar for the redemption of Bonds) on the date fixed for redemption the redemption price will become due and payable upon each Bond or portion called for redemption, and that interest shall cease to accrue from the date fixed for redemption, (5) that the Bonds are to be surrendered for payment at the principal office of the Registrar, (6) the CUSIP numbers of all Bonds being redeemed, (7) the dated date of the Bonds being redeemed, (8) the rate of interest for each Bond being redeemed, (9) the date of the notice, and (10) any other information deemed necessary by the Registrar to identify the Bonds being redeemed. Upon the payment of the redemption price of 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 Bonds being redeemed with the proceeds of such check or other transfer. (e) Effect of Redemption. Unless the Port has revo ked a notice of optional redemption (or unless the Port provided a conditional notice and the conditions for 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, will be sufficient to redeem, on the date fixed for redemption, all the Bonds to be redeemed. If and to the extent that funds have been provided to the Registrar for the redemption of Bonds then from and after the date fixed for redemption for such Bond, interest on each such Bond shall cease to accrue. (f) 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 in order to -13- P:\20287_CMW\20287_9Z5 2/20/13 maintain compliance with duly promulgated regulations and recommendations regarding notices of redemption of municipal securities. (g) Purchase. The Port reserves th e right to purchase any of the Bonds offered to the Port at any price deemed reasonable by the Designated Port Representative at any time. To the extent the Port purchases for cancellation or optionally redeems any Bonds that are term Bonds, the Port may reduce the mandatory sinking fund requirements of such Bonds of the same maturity, in like aggregate principal amount for the year as specified in the final Official Statement. Section 4. Registration, Exchange and Payments. (a) Registrar/Bond Register. The Port hereby specifies and adopts the system of registration and transfer for the Bonds approved by the Washington State Finance Committee from time to time through the appointment of state fiscal agencies. The Port shall cause a bond register to be maintained by the Registrar. So long as any Bonds remain outstanding, the Registrar shall make all necessary provisions to permit the exchange and registration of transfer of Bonds at its principal corporate trust office. The Registrar may be removed at any time at the option of the Designated Port Representative upon prior notice to the Registrar, DTC, each party entitled to receive notice pursuant to Section 11 and a successor Registrar appointed by the Designated Port Representative. 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 Bonds transferred or exchanged in accordance with the provisions of such Bonds and this resolution and to carry out all of the Registrar's powers and duties under this -14- P:\20287_CMW\20287_9Z5 2/20/13 resolution. The Registrar shall be responsible for its representations contained in the Certificate of Authentication on the Bonds. (b) Registered Ownership. The Port and the Registrar, each in its discretion, may deem and treat the Registered Owner of each Bond as the absolute owner thereof for all purposes (except as provided in Section 11 of this resolution), and neither the Port nor the Registrar shall be affected by any notice to the contrary. Payment of any such Bond shall be made only as described in Section 4(h) hereof, but such Bond may be transferred as herein provided. All such payments made as described in Section 4(h) shall be valid and shall satisfy and discharge the liability of the Port upon such Bond to the extent of the amount or amounts so paid. (c) DTC Acceptance/Letter of Representations. To induce DTC to accept the Bonds as eligible for deposit at DTC, the Port has executed and delivered to DTC a 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 (or any successor depository) with respect to the Bonds in respect of the accuracy of any records maintained by DTC (or any successor depository) or any DTC participant, the payment by DTC (or any successor depository) or any DTC participant of any amount in respect of the principal of or interest on Bonds, any notice which is permitted or required to be given to Registered Owners under this resolution (except such notices as shall be required to be given by the Port to the Registrar or to DTC (or any successor depository), or any consent given or other action taken by DTC (or any successor depository) as the Registered Owner. For so long as any Bonds are held in fully immobilized form hereunder, DTC or its successor depository shall be deemed to be the Registered Owner for all purposes hereunder, and all references herein to the Registered Owners shall mean DTC (or -15- P:\20287_CMW\20287_9Z5 2/20/13 any successor depository) or its nominee and shall not mean the owners of any beneficial interest in such Bonds. If any Bond shall be duly presented for payment and funds have not been duly provided by the Port on such applicable date, then interest shall continue to accrue thereafter on the unpaid principal thereof at the rate stated on such Bond until such Bond is paid. (d) Use of Depository. (1) The Bonds shall be registered initially in the name of "Cede & Co.," as nominee of DTC, with one Bond for each series maturing on each of the maturity dates for the Bonds in a denomination corresponding to the total principal therein designated to mature on such date. Registered ownership of such immobilized 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 the 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 the Designated Port Representative to discontinue the system of book-entry transfers through DTC or its successor (or any substitute depository or its successor), the Designated Port Representative may hereafter appoint a 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 Bonds, together with a written request -16- P:\20287_CMW\20287_9Z5 2/20/13 on behalf of the Designated Port Representative, issue a single new Bond for each series and maturity of the 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 the 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) the Designated Port Representative determines that it is in the best interest of the beneficial owners of the Bonds that such owners be able to obtain such bonds in the form of Bond certificates, the ownership of such Bonds may then be transferred to any persons or entities 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 Bonds for each series, to issue Bonds as herein provided in any authorized denomination. Upon receipt by the Registrar of all then outstanding Bonds together with a written request on behalf of the Designated Port Representative to the Registrar, new Bonds shall be issued in the appropriate denominations and registered in the names of such persons or entities as are requested in such written request. (e) Registration of Transfer of Ownership or Exchange; Change in Denominations. The transfer of any Bond may be registered and Bonds may be exchanged, but no transfer of any such Bond shall be valid unless such Bond is surrendered to the Registrar with the assignment form appearing on such Bond duly executed by the Registered Owner or such Registered Owner's duly authorizedagent in a manner satisfactory to the Registrar. Upon such surrender, the Registrar shall cancel the surrendered Bond and shall authenticate and deliver, without charge to the Registered Owner or transferee therefor, a new Bond (or Bonds at the option of the new -17- P:\20287_CMW\20287_9Z5 2/20/13 Registered Owner) of the same series, date, 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 Bond, in exchange for such surrendered and canceled Bond. Any Bond may be surrendered to the Registrar and exchanged, without charge, for an equal aggregate principal amount of Bonds of the same series, date, maturity and interest rate, in any authorized denomination or denominations. The Registrar shall not be obligated to register the transfer or to exchange any Bond during the 15 days preceding the date any such Bond is to be redeemed. (f) Registrar's Ownership of Bonds. The Reg istrar may become the Registered Owner of any 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 right of the Registered Owners of Bonds. (g) Registration Covenant. The Port covenants that, until all of the Bonds have been surrendered and canceled, it will maintain a system for recording the ownership of the Bonds that complies with the provisions of Section 149 of the Code. (h) Place and Medium of Payment. Both principal of and interest on the Bonds shall be payable in lawful money of the United States of America. Interest on the Bonds shall be calculated on the basis of a 360-day year, consisting of twelve 30-day months. For so long as all 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. -18- P:\20287_CMW\20287_9Z5 2/20/13 In the event that the Bonds are no longer in fully immobilized form, interest on the 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 Bonds shall be payable by check upon presentation and surrender of such 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 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 5. Bond Fund. A special fund of the Port designated the "Port of Seattle Limited Tax General Obligation Bond Redemption Fund, 2013" (the "Bond Fund") is hereby authorized to be created in the office of the Treasurer of the Port for the purpose of paying and securing the payment of the Bonds. The Bond Fund may be maintained as a single account or multiple accounts at the option of the Port and may be re-designated in accordance with the accounting procedures then followed by the Port. The Bond Fund shall be held separate and apart from all other funds and accounts of the Port and shall be a trust fund for the owners, from time to time, of the Bonds. The taxes levied for the purpose of paying principal of and interest on the Bonds and other legally available funds to be used to pay the Bonds shall be deposited in the Bond Fund no later than the date such funds are required for the payment of principal of and interest on the Bonds. The Port hereby further irrevocably covenants that it will budget and make annual levies of ad valorem taxes upon all of the taxable property within the boundaries of the Port subject to taxation within and as a part of the tax levy permitted to be levied by the Port without a vote of -19- P:\20287_CMW\20287_9Z5 2/20/13 the electors, in amounts sufficient (together with other legally available funds) to pay the principal of and interest on the Bonds as the same shall become due. The full faith, credit and resources of the Port are hereby irrevocably pledged for the annual levy and collection of such taxes and for the prompt payment of such principal and interest. The Bonds are general obligations of the Port. Section 6. Defeasance. In the event that money and/or Government Obligations maturing at such time or times and bearing interest to be earned thereon in amounts (together with such money, if necessary) sufficient to redeem and retire part or all of the Bonds authorized hereunder in accordance with their terms, are set aside in a special account of the Port to effect such redemption and retirement, and such moneys and the principal of and interest on such obligations are irrevocably set aside and pledged for such purpose, then no further payments need be made into the Bond Fund of the Port for the payment of the principal of and interest on the Bonds so provided for, and such Bonds shall cease to be entitled to any lien, benefit or security of this resolution except for the right to receive the moneys so set aside and pledged, and such Bonds shall be deemed not to be outstanding hereunder. The Registrar shall provide notice of defeasance of Bonds to registered owners and to each party entitled to receive notice pursuant to Section 11. Section 7. Tax Covenants. (a) The 2013A Bonds. The Port shall comply with the terms of the Federal Tax Certificate. (b) No Designation under Section 265(b) of the Code. The Bonds are not "qualified tax-exempt obligations" under Section 265(b)(3) of the Code for banks, thrift institutions and other financial institutions. -20- P:\20287_CMW\20287_9Z5 2/20/13 Section 8. Lost, Stolen or Destroyed Bonds. In case any Bond or Bonds shall be lost, stolen or destroyed, the Registrar may execute and deliver a new Bond or Bonds of like series, 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 Bond was actually lost, stolen or destroyed and of his/her ownership thereof, and upon furnishing the Port with indemnity satisfactory to the Port. Section 9. Form of Bonds and Registration Certificate. The Bonds of each series shall be in substantially the following form: [DTC Legend] UNITED STATES OF AMERICA NO. ______ $____________ STATE OF WASHINGTON PORT OF SEATTLE LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013[A (NON-AMT)][B (TAXABLE)] Maturity Date: CUSIP No. _______ Interest Rate: Registered Owner: CEDE & Co. Principal Amount: 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 the Principal Amount indicated above and to pay interest thereon from the Bond Fund from ___________, 2013, 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 on May 1, 2013, and semiannually thereafter on the first days of each November and May. The principal of, premium, if any, and interest on this bond are payable in lawful money of the United States of America. Principal and interest on this bond shall be paid as provided in the Blanket Issuer Letter of -21- P:\20287_CMW\20287_9Z5 2/20/13 Representations (the "Letter of Representations") from the Port to The Depository Trust Company ("DTC"). The Port has specified and adopted the registration system for the bonds of this issue specified by the State Finance Committee, and the fiscal agency of the State will act as the registrar, authenticating agent and paying agent (the "Registrar"). Capitalized terms used in this bond which are not specifically defined have the meanings given such terms in the Resolution No. _____ of the Port Commission (the "Bond Resolution"). 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 refund certain outstanding Port obligations. Simultaneously herewith, the Port is issuing one other series of general obligation bonds: its Limited Tax General Obligation Refunding Bonds, Series 2013 [A (Non-AMT)][B (Taxable)] in the principal amount of $_________. The bonds of this issue maturing on and prior to ____________ are not subject to redemption in advance of their scheduled maturity. [The bonds of this issue maturing on and after _____________ are subj ect to redemption at the option of the Port on and after ___________][in whole or in part on any date, and if in part, with maturities to be selected by the Port at the price of par plus accrued interest to the date fixed for redemption][as described in the [Bond Purchase Contract][Official Notice of Sale and Approved Bid] for the bonds of this issue/___________]. [Unless previously redeemed pursuant to the foregoing optional redemption provisions, the bonds of this issue maturing in the year ____ are sub ject to mandatory redemption on ______________ of the following years at a price of par plus accrued interest to the date fixed for redemption: Year Amount $ * * Final maturity] [The interest on this bond is not exempt from federal income taxation.][The bonds of this issue are not private activity bonds and are not "qualified tax exempt obligations" eligible for investment by financial institutions within the meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended.] 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 has irrevocably covenanted in the Bond Resolution that it will budget and make annual levies of ad valorem taxes upon all of the taxable property within the boundaries of the Port subject to taxation within and as a part of the tax levy permitted to be levied by the Port without a vote of the electors, in amounts sufficient (together with other legally available funds) to pay the principal of and interest on the bonds of this issue as the same shall become due. The -22- P:\20287_CMW\20287_9Z5 2/20/13 full faith, credit and resources of the Port are irrevocably pledged for the annual levy and collection of such taxes and for the prompt payment of such principal and interest. The bonds of this issue are general obligations of the Port. The pledge of tax levies may be discharged prior to maturity of the bonds of this by making provision for the payment thereof on the terms and conditions set forth in the Bond 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, imprinted or otherwise reproduced hereon as of the ____ day of ________, 2013. PORT OF SEATTLE By /s/ President, Port Commission [SEAL] ATTEST: /s/ Secretary, Port Commission The Certificate of Authentication printed on the Bonds shall be substantially in the following form: -23- P:\20287_CMW\20287_9Z5 2/20/13 CERTIFICATE OF AUTHENTICATION Date of Authentication: ____________________ This bond is one of the bonds described in the within mentioned Bond Resolution and is one of the Limited Tax General Obligation Refunding Bonds, Series 2013 [A (Non-AMT)][B (Taxable)] of the Port of Seattle, dated __________, 2013. WASHINGTON STATE FISCAL AGENCY, Registrar By Authorized Signer Section 10. Execution. The 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, imprinted or otherwise reproduced thereon. Only such 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 resolution. Such Certificate of Authentication shall be conclusive evidence that the Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this resolution. In case either of the officers of the Port who shall have executed the Bonds shall cease to be such officer or officers of the Port before the Bonds so signed shall have been authenticated or delivered by the Registrar, or issued by the Port, such 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 Bond may also be signed and attested on behalf of the Port by such persons as at the actual -24- P:\20287_CMW\20287_9Z5 2/20/13 date of execution of such Bond shall be the proper officers of the Port although at the original date of such Bond any such person shall not have been such officer. Section 11. Ongoing Disclosure. The Designated Port Representative is authorized to, in his or her discretion, execute and deliver an agreement for ongoing disclosure providing for an undertaking by the Port to assist the Underwriter(s) in complying with Rule 15c2-12 promulgated by the SEC. Section 12. Sale of Bonds. (a) Designation of Refunded Bonds. All or some of the 2004A Bonds may be refunded with the proceeds of the 2013A Bonds authorized by this resolution. All or some of the 2004B Candidates, the 2004C Candidates and the 2011 Candidate may be refunded with the proceeds of the 2013B Bonds authorized by this resolution. The Commission has been advised by the Port's 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 Designated Port Representative for a limited time the authority with respect to each series to approve the Candidates that will be the Refunded Bonds, the manner of sale, selection of the Underwriter(s), the date of sale, final interest rates, maturity dates, aggregate principal amount, principal amounts and prices of each maturity, redemption rights, and other terms and conditions of the Bonds. The Designated Port Representative is hereby authorized to approve with respect to each series, the Candidates that will be the Refunded Bonds, the date of sale, the final interest rates, maturity dates, aggregate principal amount, principal amounts of each maturity and redemption rights for the Bonds in the manner provided hereafter (A) so long as the aggregate principal amount of the Bonds does not -25- P:\20287_CMW\20287_9Z5 2/20/13 exceed $115,000,000, and (B) so long as the Savings Target is met with respect to the Bonds in the aggregate. In determining the Candidates that will be the Refunded Bonds, the manner of sale, selection of the Underwriter(s), date or dates of sale, the final interest rates, maturity dates, aggregate principal amount, principal maturities, redemption rights of the Bonds, the Designated Port Representative, in consultation with Port staff and the Port's financial advisor, shall take into account those factors that, in his judgment, will result in terms favorable to the Port considering financial market conditions, interest rates and terms for obligations comparable in terms, tenor and quality to the Bonds of each series. Subject to the terms and conditions set forth in this section, the Designated Port Representative is hereby authorized to execute the final form of one or more Bond Purchase Contracts or Official Notice of Sale and Approved Bid(s), upon the Designated Port Representative's approval of the Candidates that will be the Refunded Bonds, date of sale, the final interest rates, maturity dates, aggregate principal amount, principal maturities and redemption rights set forth therein. Following the execution of a Bond Purchase Contract or Official Notice of Sale and Approved Bid, the Designated Port Representative shall provide a report to the Commission, describing the final terms of the Bonds approved pursuant to the authority delegated in this section. The authority granted to the Designated Port Representative by this section shall expire on September 30, 2013. If a Bond Purchase Contract or Official Notice of Sale and Approved Bid for the Bonds of a series has not been approved and/or executed within such period, the authorization for the issuance of the Bonds of that series shall be rescinded, and the Bonds of that series shall not be issued nor their sale approved unless such Bonds shall have been re-authorized by resolution of the Commission. The resolution reauthorizing the issuance and sale of the Bonds may be in the form of a new resolution repealing -26- P:\20287_CMW\20287_9Z5 2/20/13 this resolution in whole or in part (only with respect to the 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. (b) Bond Sale. The Designated Port Representative is hereby authorized to determine whether the Bonds shall be sold by Negotiated Sale or by a Competitive Sale. If the Bonds of a series are sold by Negotiated Sale, then upon the selection of one or more underwriters, the Designated Port Representative shall negotiate the terms of sale for the Bonds of that series, including the terms described in this Section 12, in a contract of sale (a "Bond Purchase Contract"). If the Bonds of a series are sold by Competitive Sale, sealed bids will be received by the Designated Port Representative or the Competitive Sale will be undertaken by electronic means, in the manner and on such date and time as the Designated Port Representative hereafter shall determine. The Designated Port Representative will approve the bid offering to purchase the Bonds at the lowest true interest cost to the Port at such price as shall be determined at the time of sale by the Designated Port Representative, plus accrued interest to the date of delivery, on all the terms and conditions set out in the applicable Official Notice of Sale. All bids submitted for the purchase of Bonds of a series shall be as set forth in the applicable Official Notice of Sale or otherwise as established by the Designated Port Representative which will be furnished upon request made to the Designated Port Representative. Such bids may be accompanied by surety bond or a cashier's or certified check, as a good faith deposit, made payable to the order of the Port. The Port reserves the right to reject any and all bids and to waive any irregularity or informality in any bid. Subject to the terms and conditions set forth in this section, the Designated Port Representative is hereby authorized to accept an Approved Bid in a Competitive Sale and/or -27- P:\20287_CMW\20287_9Z5 2/20/13 execute the final form of a Bond Purchase Contract in a Negotiated Sale, upon his approval of the Candidates to be refunded, the final principal amounts of the Bonds (within the parameters required to achieve the Savings Target), date of the Bonds, interest rates, payment dates, redemption provisions (provided that the Bonds shall not be subject to optional redemption in less than 5 years from the date of issue), and maturity dates of such Bonds set forth therein. (c) Delivery; Documentation. Upon the adoption of this 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 Bonds to the Underwriter(s) thereof and further to execute all closing certificates and documents required to effect the closing and delivery of the Bonds in accordance with the terms of the Bond Purchase Contract or Official Notice of Sale and Approved Bid. The Designated Port Representative is authorized to deem final and to approve for purposes of the Rule, on behalf of the Port, any Preliminary Official Statement and Official Statement and any supplement thereto relating to the issuance and sale of the Bonds and the distribution of the 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 representatives are hereby authorized and directed to do everything necessary for the prompt issuance, execution and delivery of the Bonds to the Underwriter(s) and for the proper application and use of the proceeds of sale of the 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 or Official Notice of Sale and Approved Bid, including fees and expenses of -28- P:\20287_CMW\20287_9Z5 2/20/13 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 13. Application of Bond Proceeds. (a) Approval of Expenditures for Reimbursement from Bond Proceeds. The Designated Port Representative is hereby authorized to defease all or a portion of the 2004A Bonds, the 2004B Candidates, the 2004C Candidates, and the 2011 Candidate to be refunded on or prior to issuance of the Bonds. Any such defeasance may be completed with cash, commercial paper, or other available funds of the Port. The Port reasonably expects to reimburse any such expenditure with the proceeds of Bonds, as described below. (b) Application of Bond Proceeds. Th e net proceeds of the 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), together with other available funds of the Port in the amount specified by the Designated Port Representative, shall be held by the Port and used at the direction of the Designated Port Representative to pay the costs of or reimbursing the Port for the costs of redeeming the Refunded Bonds or may be placed into the escrow account pursuant to the terms of the Escrow Agreement to effect a defeasance of the Refunded Bonds. (b) Defeasance of Refunded Bonds. If the Port determines to defease the Refunded Bonds, the net proceeds of the Bonds shall be deposited with an Escrow Agent and shall be utilized 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 2004 Bond Resolution and the 2011 Bond -29- P:\20287_CMW\20287_9Z5 2/20/13 Resolution authorizing their issuance, by providing for the payment of the interest on the Refunded Bonds to the date fixed for redemption and the redemption price (the principal amount) on the date fixed for redemption of the Refunded Bonds. When the final transfer has been made for the payment of such redemption price and interest on the Refunded Bonds, any balance then remaining with the Escrow Agent shall be transferred to the account designated by the Port and used for the purposes specified by the Designated Port Representative. (c) Acquired Obligations. The Acquired Obligations, if any, shall be payable 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 date fixed for redemption or maturity of the Refunded Bonds; and (2) the price of redemption of the Refunded Bonds on the date fixed for redemption of the Refunded Bonds or the maturity value of the Refunded Bonds that are defeased to maturity. (d) Appointing An Escrow Agent. The Commission hereby approves the appointment of U.S. Bank National Association to act as escrow agent for the Refunded Bonds (the "Escrow Agent"). Section 14. Redemption of Refunded Bonds. Conditioned upon the issuance , closing and delivery of the Bonds, the Commission hereby calls the Refunded Bonds that are eligible for redemption prior to maturity for redemption on the redemption date specified by the Designated Port Representative in accordance with the provisions of the 2004 Bond Resolution and the 2011 Bond Resolution, as applicable, authorizing the issuance, redemption and retirement of the Refunded Bonds, respectively, prior to their stated maturities. -30- P:\20287_CMW\20287_9Z5 2/20/13 Said call for redemption of the callable Refunded Bonds shall be irrevocable after the closing and delivery of the Bonds. The Designated Port Representative may cause to be disseminated a conditional notice of redemption prior to the closing and delivery of the Bonds. If so appointed, the Escrow Agent shall be authorized and directed in the Escrow Agreement to provide for the giving of irrevocable notice of the redemption of the callable Refunded Bonds in accordance with the terms of 2004 Bond Resolution and 2011 Bond Resolution, as applicable 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 Port or the Escrow Agent on behalf of the Port 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 13(c) of this resolution. All such sums shall be paid from the moneys and the Acquired Obligations pursuant to the previous section of this resolution, and the income therefrom and proceeds thereof. The Port will cause all necessary and proper fees, compensation and expenses of the Escrow Agent for the Refunded Bonds to be paid when due. The Designated Port 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 Bonds. The Escrow Agreement and Costs of Issuance Agreement, if any, shall be substantially in the form of Exhibits A and B attached to this resolution and by this reference hereby made a part of this resolution. -31- P:\20287_CMW\20287_9Z5 2/20/13 Section 15. Severability. If any one or more of the covenants or agreements provided in this 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 resolution and shall in no way affect the validity of the other provisions of this resolution or of any Bonds. Section 16. Effective Date. This resolution shall be effective immediately upon its adoption. ADOPTED by the Commission of the Port of Seattle at a meeting thereof, held this _____ day of _____________, 2013, and duly authenticated in open session by the signatures of the Commissioners present and voting in favor thereof. PORT OF SEATTLE Commissioners -32- P:\20287_CMW\20287_9Z5 2/20/13 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 3676 (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 _____ day of ____________, 2013, 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 _____ day of _______________, 2013. Secretary P:\20287_CMW\20287_9Z5 2/20/13 EXHIBIT A 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 LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013A (NON-AMT) AND LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013B (TAXABLE) THIS ESCROW AGREEMENT, dated as of ___________, 2013 (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 U.S. BANK NATIONAL ASSOCIATION, 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 Annex A attached hereto and made a part hereof. W I T N E S S E T H : WHEREAS, the Port has issued and there presently remain outstanding the obligations described in Exhibit B (the "Refunded Bonds"); and WHEREAS, pursuant to Resolution No. ______ adopted on _______________, 2013 (the "Bond Resolution"), the Port has determined to issue its Limited Tax General Obligation Refunding Bonds, 2013A (Non-AMT) (the "2013A Bonds") and Limited Tax General Obligation Refunding Bonds, 2013B (Taxable) (the "2013B Bonds" and together with the 2013A Bonds, the "Bonds") for the purpose of providing funds to pay the costs of defeasing and/or refunding the Refunded Bonds; and WHEREAS, the Escrow Agent has reviewed this Agreement and the Bond Resolution, and is willing to serve as Escrow Agent; and WHEREAS, _____________, a firm of independent certified public accountants, has prepared a verification report which is dated _____________, 2013 (the "Verification Report") relating to the source and use of funds available to accomplish the defeasance and/or 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, pursuant to the Bond Resolution, certain Refunded Bonds have been designated for redemption prior to their scheduled maturity dates and, after provision is made for such redemption, such Refunded Bonds will come due in such years, bear interest at such rates, and be payable at such times and in such amounts as are set forth in Exhibit C; and certain Refunded Bonds have been designated for defeasance and shall be paid on their scheduled maturity dates, and will come due in such years, bear interest at such rates, and be payable at such times and in such amounts as are set forth in Exhibit C; and A-1 P:\20287_CMW\20287_9Z5 2/20/13 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 funds provided for such purpose; and WHEREAS, the 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 and redemption premium (if any) on the Bonds when due as shown on Exhibit C; and WHEREAS, the Port desires that, concurrently with the delivery of the Bonds to the purchasers, the proceeds of the Bonds, together with certain other available funds of the Port, shall be applied to purchase certain direct obligations of the United States of America hereinafter defined as (the "Escrowed Securities") for deposit to the credit of the Refunding Accounts and to establish a beginning cash balance (if needed) in the Refunding Accounts; and WHEREAS, simultaneously herewith, the Port is entering into a Costs of Issuance Agreement with the Escrow Agent to provide for the payment of costs of issuance relating to the Bonds; 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 Account Deposits mean the cash deposits from proceeds of the Series 2013A Bonds and contributions from the Port in the amount and all as described in Exhibit D and the cash deposit from the proceeds to the Series 2013B Bonds and contributions from the Port in the amount and all as described in Exhibit D. Escrowed Securities means the noncallable Government Obligations described in Exhibit D, or cash or other noncallable 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 A-2 P:\20287_CMW\20287_9Z5 2/20/13 payment of principal and interest by the United States of America or (d) REFCORP debt obligations unconditionally guaranteed by the United States. Paying Agent means the fiscal agency of the State of Washington, as the paying agent for the Refunded Bonds. Series A Refunded Bonds mean the new money portion of the Port's outstanding Limited Tax General Obligation Bonds, Series 2004A (Non-AMT) that are being refunded by the 2013A Bonds. Series B Refunded Bonds mean (i) the Port's Limited Tax General Obligation Bonds, Series 2004B (AMT) maturing on and after November 1, 2014, (ii) the following principal amounts of the Port's Limited Tax General Obligation Refunding Bonds, Series 2004C (AMT): Maturity Year Principal Interest (November 1) Amounts Rates 2013 $ 255,000 5.25% 2014 265,000 5.00 2015 55,000 5.25 2016 55,000 5.25 2017 60,000 5.25 2018 65,000 5.25 2019 65,000 5.25 and (iii) the following principal amounts of the Port's Limited Tax General Obligation Refunding Bonds, Series 2011 (AMT): Maturity Year Principal Interest (December 1) Amounts Rates 2025 $ 1,185,000 5.75% all of which are being refunded by the 2013B Bonds. 2013A Bonds Refunding Accounts means the tax-exempt escrow account of that name established pursuant to this Agreement for the purpose of defeasing and refunding the Series A Refunded Bonds. 2013B Bonds Refunding Accounts means the taxable escrow account of that name established pursuant to this Agreement for the purpose of defeasing and refunding the Series B Refunded Bonds. A-3 P:\20287_CMW\20287_9Z5 2/20/13 Refunding Accounts means the 2013A Bonds Refunding Accounts and the 2013B Bonds Refunding Accounts. Section 1.2. Other Definitions. The terms "Agreement," "Port," "Escrow Agent," "Bond Resolution," "2013A Bonds", "2013B Bonds" and "Refunded 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 Refunding Accounts. Concurrently with the sale and delivery of the Bonds the Port shall deposit, or cause to be deposited, with the Escrow Agent, for deposit in the Refunding Accounts, the funds sufficient to purchase the Escrowed Securities described in Exhibits D-1 and D-2, and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the Port in writing. Article 3. Creation and Operation of Refunding Accounts Section 3.1. Refunding Accounts. The Escrow Agent is authorized and directed to create on its books two special trust accounts and irrevocable escrows to be known as the 2013A Bonds Refunding Accounts and the 2013B Bonds Refunding Accounts (collectively, "the Refunding Accounts"). The 2013A Bonds Refunding Accounts shall be established for the purpose of refunding the Series A Refunded Bonds, and the 2013B Bonds Refunding Accounts shall be established for the purpose of refunding the Series B Refunded Bonds. The Escrow Agent agrees that upon receipt it will deposit to the credit of the 2013A Bonds Refunding Accounts certain amounts described in Exhibit D-1 and will deposit to the credit of the 2013B Bonds Refunding Escrow Account certain amounts described in Exhibit D-2. Such deposits, all proceeds therefrom, and all cash balances on deposit therein (a) shall be the property of the Refunding Accounts, (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. When the final transfers have been made for the payment of such principal of and A-4 P:\20287_CMW\20287_9Z5 2/20/13 interest on the Refunded Bonds, any balance then remaining in the Refunding Accounts shall be transferred to the Port, and the Escrow Agent shall thereupon be discharged from any further duties hereunder. 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 on deposit in the Refunding Accounts, the amounts required to pay the principal of the Refunded Bonds at their respective redemption dates and interest thereon to such redemption dates in the amounts and at the times shown in Exhibits C-1 and C-2. Section 3.3. Sufficiency of Refunding Accounts. The Port represents that, the successive receipts of the principal of and interest on the Escrowed Securities will assure that the cash balance on deposit from in the Refunding Accounts will be at all times sufficient to provide money 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 an optional redemption date prior to maturity, all as more fully set forth in Exhibit E. If, for any reason, at any time, the cash balances on deposit or scheduled to be on deposit in the Refunding Accounts shall be insufficient to transfer the amounts required by the Paying Agent to make the payments set forth in Section 3.2., the Port shall timely deposit in the Refunding Accounts, 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 Refunding Accounts or the Port's failure to make additional deposits. Section 3.4. Trust Fund. The Escrow Agent shall hold at all times the Refunding Accounts, the Escrowed Securities and all other assets of the Refunding Accounts, 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 Refunding Accounts to be commingled with any other funds or securities of the Escrow Agent; and it shall hold and dispose of the assets of the Refunding Accounts only as set forth herein. The Escrowed Securities and other assets of the Refunding Accounts 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 shall at all times be maintained on the books of the Escrow Agent. 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 Agent and Escrow Agent under the terms of this Agreement. A-5 P:\20287_CMW\20287_9Z5 2/20/13 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, 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 Refunding Accounts, 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 Refunding Accounts 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 2013A Bonds or Refunded Bonds to be an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended. Article 5. Application of Cash Balances Section 5.1. In General. Limitation regarding the Series 2013A Bonds. Except as provided in Section 2.1, 3.2 and 4.2 hereof, no withdrawals, transfers or reinvestment shall be made of cash balances in the Refunding Accounts. Cash balances shall be held by the Escrow Agent in United States currency as cash balances as shown on the books and records of the Escrow Agent and, except as provided herein, shall not be reinvested by the Escrow Agent; provided, however, a conversion to currency shall not be required (i) for so long as the Escrow Agent's internal rate of return does not exceed 20%, or (ii) if the Escrow Agent's internal rate of return exceeds 20%, the Escrow Agent receives a letter of instructions, accompanied by the opinion of nationally recognized bond counsel, approving the assumed reinvestment of such proceeds at such higher yield. A-6 P:\20287_CMW\20287_9Z5 2/20/13 Article 6. Redemption of Refunded Bonds Section 6.1. Call for Redemption. The Port hereby irrevocably calls for redemption those Refunded Bonds designated for redemption on their earliest redemption dates, as shown in Appendix A attached hereto. Section 6.2. Notice of Redemption/Notice of Defeasance. The Escrow Agent agrees to give a notice of defeasance and a notice of the redemption of the Refunded Bonds to the Paying Agent for dissemination in accordance with the terms of Resolutions No. 3521 and 3648, of the Port Commission of the Port and in substantially the forms attached as and as described in Appendices A and B 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 ordinance or resolution authorizing 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 Refunding Accounts 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 annually shall prepare and send to the Port a written report summarizing all transactions relating to the Refunding Accounts during the preceding year, including, without limitation, credits to the Refunding Accounts as a result of interest payments on or maturities of the Escrowed Securities and transfers from the Refunding Accounts 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 Refunding Accounts as of the end of such period. A-7 P:\20287_CMW\20287_9Z5 2/20/13 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. 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 Refunding Accounts. 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 Refunding Accounts 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 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. It is the intention of the parties 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 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 action, neglect or default, nor for any loss unless the same shall have been through its negligence or want of good 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 Refunding Accounts, 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 misconduct or its negligence. In 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 A-8 P:\20287_CMW\20287_9Z5 2/20/13 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. Successor Escrow Agents. 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 any state, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $100,000,000 and subject to the supervision or examination by federal or state authority. 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 8.3 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. A-9 P:\20287_CMW\20287_9Z5 2/20/13 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. 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. A-10 P:\20287_CMW\20287_9Z5 2/20/13 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 at 250 Greenwich Street, New York, New York, 10007, Attention: Public Finance Rating Desk/Refunded Bonds; and to Standard & Poor's Rating 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. EXECUTED as of the date first written above. PORT OF SEATTLE Chief Financial and Administrative Officer U.S. BANK NATIONAL ASSOCIATION Authorized Signer Exhibit A - Addresses of the Port and the Escrow Agent Exhibit B - Descriptions of the Refunded Bonds Exhibit C - Schedule of Debt Service on Refunded Bonds Exhibit D - Description of Beginning Cash Deposit and Escrowed Securities Exhibit E - Refunding Accounts Cash Flow Appendix A - Notice of Redemption for the 2004 Bonds Appendix B - Notice of Defeasance for the 2004 Bonds A-11 P:\20287_CMW\20287_9Z5 2/20/13 EXHIBIT A Addresses of the Port and the Escrow Agent Port: Port of Seattle 2711 Alaskan Way Pier 69 Seattle, WA 98121 Attention: Daniel S. Thomas, Chief Financial and Administrative Officer Escrow Agent: U.S. Bank National Association Corporate Trust Services PD-WA-T7CT 1420 Fifth Avenue, 7th Floor Seattle, WA 98101 Attention: Carolyn Morrison, Vice President A-A-1 P:\20287_CMW\20287_9Z5 1/4/2013 EXHIBIT B Description of the Refunded Bonds (the "Refunded Bonds") Port of Seattle Limited Tax General Obligation Bonds, Series 2004A (Non-AMT) (the "Series 2004A Refunded Bonds") Maturity Year Principal Interest (November 1) Amounts Rates 2021 $ 7,870,000 5.00% 2022 12,020,000 5.00 2023 12,620,000 4.50 Port of Seattle Limited Tax General Obligation Bonds, Series 2004B (AMT) (the "Series 2004B Refunded Bonds") Maturity Year Principal Interest (November 1) Amounts Rates 2013 $ 7,760,000 5.25% 2014 8,170,000 5.00 2015 8,580,000 5.00 2016 9,005,000 5.00 2017 9,455,000 5.00 2018 9,930,000 5.00 2019 10,425,000 5.00 2020 10,945,000 4.50 2021 3,830,000 4.50 A-B-1 P:\20287_CMW\20287_9Z5 1/4/2013 Port of Seattle Limited Tax General Obligation Refunding Bonds, Series 2004C (AMT) (the "Series 2004C Defeased Bonds") Maturity Year Principal Interest (November 1) Amounts Rates 2013 $ 255,000 (1) 5.25% 2014 265,000 (1) 5.00 2015 55,000 (1) 5.25 2016 55,000 (1) 5.25 2017 60,000 (1) 5.25 2018 65,000 (1) 5.25 2019 65,000 (1) 5.25 (1) Partial defeasance of the maturity; balance remains outstanding. Port of Seattle Limited Tax General Obligation Refunding Bonds, Series 2011 (AMT) (the "Series 20011 Refunded Bonds") Maturity Year Principal Interest (December 1) Amounts Rates 2025 $ 1,185,000 (1) 5.75% (1) Partial refunding of the maturity; balance remains unrefunded. A-B-2 P:\20287_CMW\20287_9Z5 1/4/2013 EXHIBIT C Schedule of Debt Service on Refunded Bonds I. Schedule of Debt Service on Series 2004A Refunded Bonds Principal/ Date Interest Redemption Price Total II. Schedule of Debt Service on Series 2004B Refunded Bonds Principal/ Date Interest Redemption Price Total III. Schedule of Debt Service on Series 2004C Defeased Bonds Principal/ Date Interest Redemption Price Total IV. Schedule of Debt Service on Series 2011 Refunded Bonds Principal/ Date Interest Redemption Price Total A-C-1 P:\20287_CMW\20287_9Z5 2/20/13 EXHIBIT D Escrow Deposit I. Cash $_____ II. Other Obligations Principal Description Maturity Date Amount Interest Rate Total Cost A-D-1 P:\20287_CMW\20287_9Z5 2/20/13 EXHIBIT E Refunding Accounts Cash Flow Escrow Net Escrow Excess Date Requirement Receipts Receipts Cash Balance A-E-1 P:\20287_CMW\20287_9Z5 2/20/13 APPENDIX A-1 Notice of Redemption* Port of Seattle Limited Tax General Obligation Bonds, Series 2004A (Non-AMT) NOTICE IS HEREBY GIVEN that the Port of Seattle has called for redemption on November 1, 2013, its then outstanding Limited Tax General Obligation Bonds, Series 2004A (Non-AMT) (the "Bonds"). The Bonds will be redeemed at a price of one hundred percent (100%) of their principal amount, plus interest accrued to November 1, 2013. The redemption price of the Bonds is payable on presentation and surrender of the Bonds at the office of: The Bank of New York Mellon Wells Fargo Bank, National Fiscal Agency Department Association Ground Floor -or- Any branch in the State of Washington 101 Barclay Street, 7 East New York, NY 10286 Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on November 1, 2013. The following Bonds are being redeemed: Maturity Years Principal Interest CUSIP (November 1) Amounts Rates Numbers 2021 $ 7,870,000 5.00% 735371HK5 2022 12,020,000 5.00 735371HL3 2023 12,620,000 4.50 735371HM1 The Port and Paying Agent shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Bond. They are included solely for the convenience of the holders. * This notice shall be given not more than 60 nor less than 15 days prior to November 1, 2013 by first class mail to each registered owner of the refunded bonds. In addition notice shall be mailed at least 35 days prior to November 1, 2013 to The Depository Trust Company of New York, New York; Banc of America Securities LLC; Financial Guaranty Insurance Company; Fitch Ratings, Moody's Investors Service, Standard & Poor's and to the Municipal Securities Rulemaking Board. Page 1Appendix A-1 P:\20287_CMW\20287_9Z5 2/20/13 By Order of Port of Seattle The Bank of New York Mellon, as Paying Agent Dated: . Withholding of 28% of gross redemption proceeds of any payment made within the United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2004 (the "Act") unless the Paying Agent has the correct taxpayer identification number (social security or employer identification number) or exemption certificate of the payee. Please furnish a properly completed Form W-9 or exemption certificate or equivalent when presenting your Bonds. Page 2Appendix A-1 P:\20287_CMW\20287_9Z5 2/20/13 APPENDIX A-2 Notice of Redemption* Port of Seattle Limited Tax General Obligation Bonds, Series 2004B (AMT) NOTICE IS HEREBY GIVEN that the Port of Seattle has called for redemption on November 1, 2013, its then outstanding Limited Tax General Obligation Bonds, Series 2004 (AMT) (the "Bonds"). The Bonds will be redeemed at a price of one hundred percent (100%) of their principal amount, plus interest accrued to November 1, 2013. The redemption price of the Bonds is payable on presentation and surrender of the Bonds at the office of: The Bank of New York Mellon Wells Fargo Bank, National Fiscal Agency Department Association Ground Floor -or- Any branch in the State of Washington 101 Barclay Street, 7 East New York, NY 10286 Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on November 1, 2013. The following Bonds are being redeemed: Maturity Years Principal Interest CUSIP (November 1) Amounts Rates Numbers 2014 $ 8,170,000 5.00% 735371HY5 2015 8,580,000 5.00 735371HZ2 2016 9,005,000 5.00 735371JA5 2017 9,455,000 5.00 735371JB3 2018 9,930,000 5.00 735371JCl 2019 10,425,000 5.00 735371JD9 2020 10,945,000 4.50 735371JE7 2021 3,830,000 4.50 735371JF4 The Port and Paying Agent shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Bond. They are included solely for the convenience of the holders. * This notice shall be given not more than 60 nor less than 15 days prior to November 1, 2013 by first class mail to each registered owner of the refunded bonds. In addition notice shall be mailed at least 35 days prior to November 1, 2013 to The Depository Trust Company of New York, New York; UBS Financial Services Inc.; Assured Guaranty Municipal Corp.; Fitch Ratings, Moody's Investors Service, Standard & Poor's and to the Municipal Securities Rulemaking Board. Page 1Appendix A-2 P:\20287_CMW\20287_9Z5 2/20/13 By Order of Port of Seattle The Bank of New York Mellon, as Paying Agent Dated: . Withholding of 28% of gross redemption proceeds of any payment made within the United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2004 (the "Act") unless the Paying Agent has the correct taxpayer identification number (social security or employer identification number) or exemption certificate of the payee. Please furnish a properly completed Form W-9 or exemption certificate or equivalent when presenting your Bonds. Page 2Appendix A-2 P:\20287_CMW\20287_9Z5 2/20/13 APPENDIX A-3 Notice of Redemption* Port of Seattle Limited Tax General Obligation Refunding Bonds, Series 2011 (AMT) NOTICE IS HEREBY GIVEN that the Port of Seattle has called for redemption on June 1, 2021, its then outstanding Limited Tax General Obligation Refunding Bonds, Series 2011 (AMT) (the "Bonds"). The Bonds will be redeemed at a price of one hundred percent (100%) of their principal amount, plus interest accrued to June 1, 2021. The redemption price of the Bonds is payable on presentation and surrender of the Bonds at the office of: The Bank of New York Mellon Wells Fargo Bank, National Fiscal Agency Department Association Ground Floor -or- Any branch in the State of Washington 101 Barclay Street, 7 East New York, NY 10286 Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on June 1, 2021. The following Bonds are being redeemed: Maturity Years Principal Interest CUSIP (November 1) Amounts Rates Numbers 2025 $ 1,185,000 5.75% 735371LZ7 The Port and Paying Agent shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation made as to their correctness indicated in the notice or as printed on any Bond. They are included solely for the convenience of the holders. * This notice shall be given not more than 60 nor less than 20 days prior to June 1, 2021 by first class mail to each registered owner of the refunded bonds. In addition notice shall be mailed at least 35 days prior to June 1, 2021 to The Depository Trust Company of New York, New York; UBS Financial Services Inc.; Assured Guaranty Municipal Corp.; Fitch Ratings, Moody's Investors Service, Standard & Poor's and to the Municipal Securities Rulemaking Board. Page 1Appendix A-3 P:\20287_CMW\20287_9Z5 2/20/13 By Order of Port of Seattle The Bank of New York Mellon, as Paying Agent Dated: . Withholding of 28% of gross redemption proceeds of any payment made within the United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2004 (the "Act") unless the Paying Agent has the correct taxpayer identification number (social security or employer identification number) or exemption certificate of the payee. Please furnish a properly completed Form W-9 or exemption certificate or equivalent when presenting your Bonds. Page 2Appendix A-3 P:\20287_CMW\20287_9Z5 2/20/13 APPENDIX B-1 Notice of Defeasance* Port of Seattle Limited Tax General Obligation Bonds, Series 2004A (Non-AMT) 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 _________, 2013, by and between the Port of Seattle (the "Port") and U.S. Bank National Association (the "Escrow Agent"), the Port has deposited into an escrow account, held by the Escrow Agent, cash and non- callable direct obligations of the United States of America, the principal of and interest on which, when due, will provide money sufficient 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 the provisions of Resolution No. 3521 of the Port, authorizing the issuance of the Defeased Bonds, but will be paid by application of the assets of such escrow account. The Defeased Bonds are described as follows: Port of Seattle Limited Tax General Obligation Bonds, Series 2004A (Non-AMT) (Dated February 12, 2004) Maturity Years Principal Interest Redemption CUSIP (November 1) Amounts Rates Date (at 100%) Numbers 2021 $ 7,870,000 5.00% 11/01/2013 735371HK5 2022 12,020,000 5.00 11/01/2013 735371HL3 2023 12,620,000 4.50 11/01/2013 735371HM1 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 $_______. Dated: ____________, 2013. U.S. Bank National Association, as Escrow Agent * This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds. In addition notice shall be mailed to The Depository Trust Company of New York, New York; Banc of America Securities LLC; Financial Guaranty Insurance Company; Fitch Ratings, Moody's Investors Service, Standard & Poor's, and to the Municipal Securities Rulemaking Board. Page 1Appendix B-1 P:\20287_CMW\20287_9Z5 2/20/13 APPENDIX B-2 Notice of Defeasance* Port of Seattle Limited Tax General Obligation Bonds, Series 2004B (AMT) 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 _________, 2013, by and between the Port of Seattle (the "Port") and U.S. Bank National Association (the "Escrow Agent"), the Port has deposited into an escrow account, held by the Escrow Agent, cash and non- callable direct obligations of the United States of America, the principal of and interest on which, when due, will provide money sufficient 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 deemedto be no longer outstanding pursuant to the provisions of Resolution No. 3521 of the Port, authorizing the issuance of the Defeased Bonds, but will be paid by application of the assets of such escrow account. The Defeased Bonds are described as follows: Port of Seattle Limited Tax General Obligation Bonds, Series 2004B (AMT) (Dated February 12, 2004) Maturity Years Principal Interest Redemption CUSIP (November 1) Amounts Rates Date (at 100%) Numbers 2014 $ 8,170,000 5.00% 11/01/2013 735371HY5 2015 8,580,000 5.00 11/01/2013 735371HZ2 2016 9,005,000 5.00 11/01/2013 735371JA5 2017 9,455,000 5.00 11/01/2013 735371JB3 2018 9,930,000 5.00 11/01/2013 735371JCl 2019 10,425,000 5.00 11/01/2013 735371JD9 2020 10,945,000 4.50 11/01/2013 735371JE7 2021 3,830,000 4.50 11/01/2013 735371JF4 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 $_______. Dated: ____________, 2013. U.S. Bank National Association, as Escrow Agent * This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds. In addition notice shall be mailed to The Depository Trust Company of New York, New York; UBS Financial Services Inc.; Assured Guaranty Municipal Corp.; Moody's Investors Service and the Municipal Securities Rulemaking Board. Page 1Appendix B-2 P:\20287_CMW\20287_9Z5 2/20/13 APPENDIX B-3 Notice of Defeasance* Port of Seattle Limited Tax General Obligation Refunding Bonds, Series 2004C (AMT) 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 _________, 2013, by and between the Port of Seattle (the "Port") and U.S. Bank National Association (the "Escrow Agent"), the Port has deposited into an escrow account, held by the Escrow Agent, cash and non- callable direct obligations of the United States of America, the principal of and interest on which, when due, will provide money sufficient 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 the provisions of Resolution No. 3521 of the Port, authorizing the issuance of the Defeased Bonds, but will be paid by application of the assets of such escrow account. The Defeased Bonds are described as follows: Port of Seattle Limited Tax General Obligation Bonds, Series 2004C (AMT) (Dated February 12, 2004) Original New CUSIP New CUSIP Principal CUSIP Numbers for Numbers for Maturity Year Amounts Interest Numbers Defeased Bonds Undefeased Portion (November 1) Defeased Rates 735371JR8 2013 $ 255,000* 5.25% 735371JS6 2014 265,000* 5.00 735371JT4 2015 55,000* 5.25 735371JU1 2016 55,000* 5.25 735371JV9 2017 60,000* 5.25 735371JW7 2018 65,000* 5.25 735371JX5 2019 65,000* 5.25 * Portion of original principal amount issued. New CUSIP numbers have been assigned to these bonds and the undefeased portion of this maturity. Bond Numbers of Defeased Bonds Information for Individual Registered Owner * This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds. In addition notice shall be mailed to The Depository Trust Company of New York, New York; UBS Financial Services Inc.; Assured Guaranty Municipal; Moody's Investors Service and the Municipal Securities Rulemaking Board. Page 1Appendix B-3 P:\20287_CMW\20287_9Z5 2/20/13 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. Dated: ____________, 2013. U.S. Bank National Association, as Escrow Agent Page 2Appendix B-3 P:\20287_CMW\20287_9Z5 2/20/13 APPENDIX B-4 Notice of Defeasance* Port of Seattle Limited Tax General Obligation Refunding Bonds, Series 2011 (AMT) 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 _________, 2013, by and between the Port of Seattle (the "Port") and U.S. Bank National Association (the "Escrow Agent"), the Port has deposited into an escrow account, held by the Escrow Agent, cash and non- callable direct obligations of the United States of America, the principal of and interest on which, when due, will provide money sufficient 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 the provisions of Resolution No. 3648 of the Port, authorizing the issuance of the Defeased Bonds, but will be paid by application of the assets of such escrow account. The Defeased Bonds are described as follows: Port of Seattle Limited Tax General Obligation Refunding Bonds, Series 2011 (AMT) (Dated February 23, 2011) Original New CUSIP New CUSIP CUSIP Numbers for Numbers for Maturity Years Principal Interest Numbers Defeased Bonds Undefeased Portion (November 1) Amounts Rates 735371LZ7 2025 $ 1,185,000* 5.75% * Portion of original principal amount issued. New CUSIP numbers have been assigned to these bonds and the undefeased portion of this maturity. 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. * This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds. In addition notice shall be mailed to The Depository Trust Company of New York, New York; UBS Financial Services Inc.; Assured Guaranty Municipal; Moody's Investors Service and the Municipal Securities Rulemaking Board. Page 1Appendix B-4 P:\20287_CMW\20287_9Z5 2/20/13 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. Dated: ____________, 2013. U.S. Bank National Association, as Escrow Agent Page 2Appendix B-4 P:\20287_CMW\20287_9Z5 2/20/13 EXHIBIT B C O S T S O F I S S U A N C E A G R E E M E N T PORT OF SEATTLE LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013A (Non-AMT) AND LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, SERIES 2013B (TAXABLE) THIS COSTS OF ISSUANCE AGREEMENT, dated as of _________, 2013 (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 U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent (herein, together with any successor in such capacity, called the "Escrow Agent"). W I T N E S S E T H : WHEREAS, pursuant to Resolution No. _______ adopted on _______ ____, 2013 (the "Bond Resolution"), the Port has determined to issue its Limited Tax General Obligation Refunding Bonds, 2013 (the "Bonds") for the purpose of providing funds to pay the costs of refunding certain outstanding bonds of the Port; and WHEREAS, simultaneously herewith, the Port is entering into an Escrow Deposit Agreement, dated _______________, 2013 under which the Escrow Agent will hold invested proceeds of the Bonds in order to pay and redeem the refunded bonds under the terms set forth therein; and WHEREAS, certain proceeds of the Bonds will be delivered to the Escrow Agent on the date of issuance of the Bonds that are required to be disbursed to pay costs of issuance of the Bonds; and WHEREAS, the Escrow Agent has agreed, without additional compensation to disburse the Bond proceeds received to pay costs of issuance under the terms of this Agreement; Section 1. Deposit in the Costs of Issuance Fund. The Escrow Agent has created on its books a special trust fund and escrow fund to be known as the Costs of Issuance Fund. The Escrow Agent agrees that upon receipt it will deposit to the credit of the Costs of Issuance Fund Account the sum of $_______ to pay those costs of issuance set forth on Exhibit A. Such deposit, all proceeds therefrom, and all cash balances on deposit therein shall be the property of the Costs of Issuance Fund to pay those costs of issuance set forth on Exhibit A upon receipt of invoices. If any of the $________ deposit allocated for costs of issuance for the Bonds remains unspent on ________, 201_, the Escrow Agent shall B-1 P:\20287_CMW\20287_9Z5 2/20/13 transfer such unspent amount to the Port, and this Agreement shall be deemed fully performed and terminated. Section 2. Investments. The Escrow Agent shall not have any power or duty to invest or reinvest any money held hereunder. Section 3. Limitation on Liability. The liability of the Escrow Agent to transfer funds for the payment of the costs of issuance identified herein shall be limited to the proceeds of the Bonds delivered to the Escrow Agent. Section 4. Compensation. The Port shall pay to the Escrow Agent fees for performing the services hereunder and under the Escrow Agreement for the expenses incurred or to be incurred by the Escrow Agent in the administration of this Agreement and the Escrow Agreement pursuant to the terms of the Fee Schedule attached as Exhibit B. The Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against funds held under the Escrow Agreement 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 5. 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 and the Escrow Agent at the address shown on Exhibit A to the Escrow Agreement. Section 6. Washington Law Governs. This Agreement shall be governed exclusively by the provisions hereof and by the applicable laws of the state of Washington. B-2 P:\20287_CMW\20287_9Z5 2/20/13 EXECUTED as of the date first written above. PORT OF SEATTLE Chief Financial and Administrative Officer U.S. BANK NATIONAL ASSOCIATION Authorized Signer Exhibit A - Costs of Issuance Schedule Exhibit B - Fee Schedule B-3 P:\20287_CMW\20287_9Z5 2/20/13 EXHIBIT A Costs of Issuance Escrow Agent Fee (U.S. Bank National Association) ........................................................ $ Bond Counsel Fee (K&L Gates LLP) ...................... [Verification Agent Fee (__________)] .................. Official Statement Printing/Distribution ................. Rating Agency Fees ([Moody's, S&P, Fitch]) ......... Total: ................................................................... $ B-A-1 P:\20287_CMW\20287_9Z5 2/20/13 EXHIBIT B Fee Schedule B-B-1 P:\20287_CMW\20287_9Z5 2/20/13
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