6c reso
DRAFT #3 DATED JANUARY 31, 2012
INTERMEDIATE LIEN
SERIES RESOLUTION
PORT OF SEATTLE
______________________________________
RESOLUTION NO. 3658
A RESOLUTION of the Port Commission of the Port of Seattle
authorizing the issuance and sale of intermediate lien revenue
refunding bonds in one or more series for the purpose of refunding
certain outstanding revenue bonds of the Port; delegating authority
for the sale of the bonds by negotiated sale, the negotiation,
approval and execution of a bond purchase contract and the
preparation and dissemination of a preliminary official statement
and final official statement; authorizing the appointment of an
escrow agent and execution of an escrow agreement; providing for
continuing disclosure; and providing for a negotiated sale of the
bonds to J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC,
Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Backstrom McCarley Berry & Co., LLC and Drexel
Hamilton, LLC.
ADOPTED: [__________]
Prepared by:
K&L GATES LLP
Seattle, Washington
PORT OF SEATTLE
Resolution No. 3658
Table of Contents*
Page
Section 1. Definitions............................................................................................................. 4
Section 2. Plan of Finance ................................................................................................... 10
Section 3. Authorization of Series 2012 Bonds ................................................................... 10
Section 4. Bond Details........................................................................................................ 11
Section 5. Redemption and Purchase ................................................................................... 13
Section 6. Registration, Exchange and Payments ................................................................ 17
Section 7. Pledge of Available Intermediate Lien Revenues; Series 2012 Reserve
Account Deposit.................................................................................................. 22
Section 8. Defeasance .......................................................................................................... 24
Section 9 Refunding Procedures ......................................................................................... 24
Section 10. Redemption of Refunded Bonds ......................................................................... 26
Section 11. Tax Covenants .................................................................................................... 27
Section 12. Lost, Stolen, Mutilated or Destroyed Series 2012 Bonds ................................... 28
Section 13. Form of Series 2012 Bonds and Registration Certificate ................................... 28
Section 14. Execution ............................................................................................................ 31
Section 15. Designation of Refunded Bonds; Sale of Series 2012 Bonds ............................. 32
Section 16. Undertaking to Provide Ongoing Disclosure ...................................................... 35
Section 17. Bond Insurance ................................................................................................... 35
Section 18. Compliance with Parity Conditions .................................................................... 36
Section 19. Severability ......................................................................................................... 37
Section 20. Effective Date ..................................................................................................... 38
Exhibit A-1 List of Series A Refunding Candidates
Exhibit A-2 List of Series B Refunding Candidates
Exhibit A-3 List of Series C Refunding Candidates
Exhibit B Form of Escrow Deposit Agreement
* This Table of Contents and the cover page are for convenience of reference and are not
intended to be a part of this series resolution.
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RESOLUTION NO. 3658
A RESOLUTION of the Port Commission of the Port of Seattle
authorizing the issuance and sale of intermediate lien revenue
refunding bonds in one or more series for the purpose of refunding
certain outstanding revenue bonds of the Port; delegating authority
for the sale of the bonds by negotiated sale, the negotiation,
approval and execution of a bond purchase contract and the
preparation and dissemination of a preliminary official statement
and final official statement; authorizing the appointment of an
escrow agent and execution of an escrow agreement; providing for
continuing disclosure; and providing for a negotiated sale of the
bonds to J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC,
Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Backstrom McCarley Berry & Co., LLC and Drexel
Hamilton, LLC
WHEREAS, the Port has authorized the issuance of revenue bonds in one or more series
pursuant to Resolution No. 3059, as amended, of the Commission adopted on February 2, 1990,
as amended by Resolution No. 3214, adopted on March 26, 1996, Resolution No. 3241, adopted
on April 8, 1997, and Resolution No. 3436, adopted on July 11, 2000 and as amended and
restated by Resolution No. 3577 of the Commission adopted on February 27, 2007 (collectively,
the "First Lien Master Resolution"), each series being payable from theNet Revenues (as such
term is defined in the First Lien Master Resolution); and
WHEREAS, the Port currently has outstanding fifteen series of first lien revenue bonds
pursuant to the First Lien Master Resolution, as follows:
Authorizing Date of Original Principal Amount Final
Resolution Original Principal Outstanding Maturity
Number Issue Series Amount (2/2/2012) Dates
3430 08/10/2000 (B) $221,590,000 $ 29,840,000 02/01/2015
3462/3467 10/17/2001 (A) 176,105,000* 176,105,000* 04/01/2031
3462/3467 10/17/2001 (B) 251,380,000* 198,000,000* 04/01/2024
3462/3467 10/17/2001 (C) 12,205,000* 12,205,000* 12/01/2014
3462/3467 08/07/2002 (D) 68,580,000* 35,980,000* 11/01/2017
3509 08/20/2003 (A) 190,470,000* 173,085,000* 07/01/2033
3509 08/20/2003 (B) 164,900,000 146,900,000 07/01/2029
3528 06/30/2004 24,710,000 12,740,000 06/01/2017
3576 03/20/2007 (A) 27,880,000 27,880,000 10/01/2019
3576 03/20/2007 (B) 200,115,000 182,160,000 10/01/2032
3619 07/16/2009 (A) 20,705,000 20,705,000 05/01/2028
3619 07/16/2009 (B-1) 274,255,000 274,255,000 05/01/2036
3619 07/16/2009 (B-2) 22,000,325.95** 26,478,606.24** 05/01/2031
3653 12/13/2011 (A) 11,380,000 11,380,000 09/01/2017
3653 12/13/2011 (B) 97,190,000 97,190,000 09/01/2026
______________
* All or part of the Series 2001A, Series 2001B, Series 2001C, Series 2001D, and Series 2003A Bonds may be
refunded pursuant to this series resolution.
** Series 2009 B-2 Bonds are capital appreciation bonds; total principal amount outstanding includes accreted
interest through February 2, 2012.
(the "Outstanding First Lien Bonds"); and
WHEREAS, the Port has authorized the issuance of revenue bonds having a lien on Net
Revenues subordinate to the lien thereon of the Outstanding First Lien Parity Bonds in one or
more series pursuant to Resolution No. 3540, as amended, adopted on June 14, 2005 (the
"Intermediate Lien Master Resolution"); and
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WHEREAS, the Port currently has outstanding six series of intermediate lien revenue
bonds pursuant to the Intermediate Lien Master Resolution, as follows:
Principal
Authorizing Date of Original Amount
Resolution Original Principal Outstanding Final
Number Issue Series Amount (2/2/2012) Maturity Dates
3541 07/20/2005 (A) $ 404,595,000 $ 369,440,000 03/01/2035
3541 06/06/2006 (C) 40,120,000 27,425,000 09/01/2017
3563 06/28/2006 124,625,000 124,625,000 02/01/2030
3637 08/04/2010 (A) 25,200,000 23,030,000 06/01/2017
3637 08/04/2010 (B) 221,315,000 221,315,000 06/01/2040
3637 08/04/2010 (C) 128,140,000 127,545,000 02/01/2024
(the "Outstanding Intermediate Lien Bonds"); and
WHEREAS, the First Lien Master Resolution and the Intermediate Lien Master
Resolution permit the Port to issue its revenue bonds having a lien on Net Revenues and
Available Intermediate Lien Revenues (as such terms are defined in the Intermediate Lien
Master Resolution) subordinate to the lien thereon of the Intermediate Lien Bonds; and
WHEREAS, the Port currently has outstanding five series of subordinate lien revenue
bonds, as follows:
Principal
Authorizing Date of Original Amount Final
Resolution Original Principal Outstanding Maturity
Number Issue Series Amount (2/2/2012) Dates
3238 03/26/1997 $ 108,830,000 $108,830,000 09/01/2022
3354 09/01/1999 (A) 127,140,000* 121,840,000* 09/01/2024
3354 09/01/1999 (B) 116,815,000* 49,215,000* 09/01/2016
3456 (CP) 250,000,000 42,655,000 06/01/2021
3598 06/17/2008 200,715,000 200,715,000 07/01/2033
______________
* All or part of the Series 1999A and Series 1999B Bonds may be refunded pursuant to this series resolution.
(the "Outstanding Subordinate Lien Bonds"); and
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WHEREAS, the Port has outstanding certain revenue bonds described on Exhibits A-1
A-2, and A-3 attached hereto that may be defeased and refunded by a portion of the proceeds of
the Series 2012 Bonds authorized (and further defined) herein; and
WHEREAS, the Intermediate Lien Master Resolution permits the Port to issue its
revenue bonds having a lien on Available Intermediate Lien Revenues (as such term is defined in
the Intermediate Lien Master Resolution) on a parity with the lien thereon of the Outstanding
Intermediate Lien Bonds upon compliance with certain conditions; and
WHEREAS, the Port has determined that such conditions will be met; and
WHEREAS, pursuant to RCW 53.40.030, the Port Commission may delegate authority to
the chief executive officer of the Port to approve the designation of the bonds to be refunded, the
interest rates, maturity dates, redemption rights, interest payment dates, and principal amounts
under such terms and conditions as are approved by resolution; and
WHEREAS, the Port has held a public hearing on the issuance of a series of the
Series 2012 Bonds (hereinafter defined) as required by Section 147(f) of the Internal Revenue
Code, as amended; and
WHEREAS, it is deemed necessary and desirable that the Series 2012 Bonds be sold
pursuant to negotiated sale as herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE
PORT OF SEATTLE, as follows:
Section 1. Definitions. Unless otherwise defined herein, the terms used in this series
resolution, including the preamble hereto, that are defined in the Intermediate Lien Master
Resolution shall have the meanings set forth in the Intermediate Lien Master Resolution. In
addition, the following terms shall have the following meanings in this series resolution:
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Acquired Obligations mean the Government Obligations acquired by the Port pursuant to
Section 9(a) of this series resolution and the Escrow Agreement, if any, to effect the defeasance
and refunding of all or a portion of the Refunded Bonds.
Beneficial Owner means any person that has or shares the power, directly or indirectly,
to make investment decisions concerning ownership of any Series 2012 Bonds (including
persons holding Series 2012 Bonds through nominees, depositories or other intermediaries).
Bond Counsel means a firm of lawyers nationally recognized and accepted as bond
counsel and so employed by the Port for any purpose under this series resolution applicable to
the use of that term.
Bond Insurance Commitment means the commitment(s) of the Bond Insurer, if any, to
insure one or more series, or certain principal maturities thereof, of the Series 2012 Bonds.
Bond Insurance Policy means the policy(ies) of municipal bond insurance, if any,
delivered by the Bond Insurer at the time of issuance and delivery of Series 2012 Bonds to be
insured pursuant to the Bond Insurance Commitment.
Bond Insurer means the municipal bond insurer(s), if any, that has committed to insure
one or more series, or certain principal maturities thereof, of Series 2012 Bonds pursuant to the
Bond Insurance Commitment.
Bond Purchase Contract means the Bond Purchase Contract for the Series 2012 Bonds,
providing for the purchase of the Series 2012 Bonds by the Underwriters and setting forth certain
terms authorized to be approved by the Designated Port Representative as provided in Section 15
of this series resolution.
Bond Register means the registration records for the Series 2012 Bonds maintained by
the Registrar.
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Chief Executive Officer means the Chief Executive Officer of the Port, or any successor
to the functions of his/her office.
Code means the Internal Revenue Code of 1986, as amended, and all applicable
regulations and rulings relating thereto.
Continuing Disclosure Certificate means the undertaking for ongoing disclosure
executed by the Port pursuant to Section 16 of this series resolution.
Designated Port Representative, for purposes of this series resolution, means the Chief
Executive Officer of the Port, the Deputy 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
Series 2012 Bonds pursuant to Section 6 of this series resolution.
Escrow Agent means the Escrow Agent for the Refunded Bonds appointed by the
Designated Port Representative pursuant to this resolution if the Designated Port Representative
determines that an escrow will be necessary or required to carry out the plan of refunding.
Escrow Agreement means the Escrow Deposit Agreement, if any, dated as of the date of
the closing and delivery of the Refunding Bonds between the Port and the Escrow Agent to be
executed in connection with the refunding of the Refunded Bonds, substantially in the form
attached hereto as Exhibit B.
Federal Tax Certificate means the certificate(s) of that name executed and delivered by
the Designated Port Representative at the time of issuance and delivery of the Series 2012 Bonds
that are issued on a tax-exempt basis.
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First Lien Master Resolution means Resolution No. 3059, as amended, of the
Commission adopted on February 2, 1990, as amended by Resolution No. 3214, adopted on
March 26, 1996, Resolution No. 3241, adopted on April 8, 1997, and Resolution No. 3436,
adopted on July 11, 2000 and as amended and restated by Resolution No. 3577 of the
Commission adopted on February 27, 2007.
Government Obligation has the meaning given to such term in RCW Chapter 39.53, as
amended from time to time.
Intermediate Lien Master Resolution means Resolution No. 3540, as amended, of the
Commission adopted on June 14, 2005.
Letter of Representations means the blanket issuer letter of representations from the Port
to DTC, dated August 28, 1995.
MSRB means the Municipal Securities Rulemaking Board or any successors to its
functions. Until otherwise designated by the MSRB or the Commission, any information, reports
or notices submitted to the MSRB in compliance with the Rule are to be submitted through the
MSRB's Electronic Municipal Market Access system ("EMMA"), currently located at
www.emma.msrb.org.
Outstanding Intermediate Lien Bonds mean the Port's intermediate lien revenue bonds
identified in the recitals to this series resolution.
Refunded Bonds mean the Series A Refunding Candidates, Series B Refunding
Candidates, and Series C Refunding Candidates as described on Exhibits A-1, A-2, and A-3,
respectively, that are designated by the Chief Executive Officer pursuant to Section 15 of this
series resolution.
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Refunding Candidates mean the Series A Refunding Candidates, Series B Refunding
Candidates, and the Series C Refunding Candidates as described on Exhibits A-1, A-2, and A-3,
respectively.
Registered Owner means the person named as the registered owner of a Series 2012
Bond in the Bond Register.
Registrar means the fiscal agency of the State of Washington, appointed by the
Designated Port Representative for the purposes of registering and authenticating the Series 2012
Bonds, maintaining the Bond Register and effecting transfer of ownership of the Series 2012
Bonds. The term Registrar shall include any successor to the fiscal agency, if any, hereinafter
appointed by the Designated Port Representative.
Rule means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended from time to time.
Savings Target means a dollar amount at least equal to three and 75/100 percent (3.75%)
of the principal amount of the Refunded Bonds.
Series A Refunding Candidates mean the outstanding revenue bonds of the Port as
described on Exhibit A-1.
Series B Refunding Candidates mean the outstanding revenue bonds of the Port as
described on Exhibit A-2.
Series C Refunding Candidates mean the outstanding revenue bonds of the Port as
described on Exhibit A-3.
Series 2012 Bonds mean the Port of Seattle Intermediate Lien Revenue Refunding
Bonds, Series 2012A, Series 2012B, and Series 2012C, collectively, authorized to be issued by
Section 3 of this series resolution.
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Series 2012 Reserve Account Deposit means the amount that is required to be added to
the reserve account balances in the Intermediate Lien Reserve Account to satisfy the
Intermediate Lien Reserve Requirement and that is identified in a closing certificate or
certificates of the Port.
Subordinate Lien Bond Resolutions mean, collectively, Resolution No. 3238, as
amended, Resolution No. 3276, as amended; Resolution No. 3354, as amended; Resolution
No. 3456, as amended; Resolution No. 3544, as amended and Resolution No. 3598, as amended.
Underwriters mean, collectively, J.P. Morgan Securities LLC, Morgan Stanley & Co.
LLC, Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Backstrom
McCarley Berry & Co., LLC and Drexel Hamilton, LLC.
Rules of Interpretation. In this series resolution, unless the context otherwise
requires:
(a) The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any similar
terms, as used in this series resolution, refer to this series resolution as a whole and not to any
particular article, section, subdivision or clause hereof, and the term "hereafter" shall mean after,
and the term "heretofore" shall mean before the date of this series resolution;
(b) Words of the masculine gender shall mean and include correlative words of the
feminine and neuter genders and words importing the singular number shall mean and include
the plural number and vice versa;
(c) Words importing persons shall include firms, associations, partnerships (including
limited partnerships), trusts, corporations, limited liability companies and other legal entities,
including public bodies, as well as natural persons;
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(d) Any headings preceding the text of the several articles and sections of this series
resolution, and any table of contents or marginal notes appended to copies hereof, shall be solely
for convenience of reference and shall not constitute a part of this series resolution, nor shall they
affect its meaning, construction or effect;
(e) All references herein to "articles," "sections" and other subdivisions or clauses are
to the corresponding articles, sections, subdivisions or clauses hereof; and
(f) Whenever any consent or direction is required to be given by the Port, such
consent or direction shall be deemed given when given by the Designated Port Representative.
Section 2. Plan of Finance. The Refunding Candidates are callable in whole or in
part prior to their scheduled maturities and may be selected for refunding depending upon market
conditions. The final selection of the Refunding Candidates to be designated as Refunded Bonds
and to be refunded by the Series 2012 Bonds shall be made by the Chief Executive Officer
pursuant to the authority granted in Section 15 of this series resolution.
Section 3. Authorization of Series 2012 Bonds. The Port shall issue the Series 2012A
Bonds as a series for the purpose of refunding all or a portion of the Series A Refunding
Candidates, the Series 2012B Bonds as a second series for the purpose of refunding all or a
portion of the Series B Refunding Candidates, and the Series 2012C Bonds as a third series for
the purpose of refunding all or a portion of the Series C Refunding Candidates. The proceeds of
the Series 2012 Bonds shall be used for the purposes of providing the funds necessary to refund
the Refunded Bonds, deposit to the Series 2012 Reserve Account Deposit to the Intermediate
Lien Reserve Account; and pay all or a portion of the costs incidental to the foregoing and to the
issuance of the Series 2012 Bonds.
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The aggregate principal amount of the Series 2012 Bonds to be issued under this series
resolution shall not exceed $730,000,000 and shall be determined by the Chief Executive
Officer, pursuant to the authority granted in Section 15 of this series resolution.
Section 4. Series 2012 Bond Details.
(a) Series 2012A. The Series 2012A Bonds shall be designated as "Port of Seattle
Intermediate Lien Revenue Refunding Bonds, Series 2012A," shall be registered as to both
principal and interest, shall be issued in the aggregate principal amount set forth in the Bond
Purchase Contract, and shall be numbered separately in the manner and with any additional
designation as the Registrar deems necessary for purposes of identification, shall be dated their
date of delivery to the Underwriters, and shall be in the denomination of $5,000 each or any
integral multiple of $5,000 within a maturity. The Series 2012A Bonds shall bear interest from
their date of delivery to the Underwriters until the Series 2012A Bonds bearing such interest
have been paid or their payment duly provided for, at the rates, payable semiannually on the
dates, set forth in the Bond Purchase Contact and shall mature on the dates and in the principal
amounts set forth in the Bond Purchase Contract, all as approved by the Chief Executive Officer
pursuant to Section 15.
(b) Series 2012B. The Series 2012B Bonds shall be designated as "Port of Seattle
Intermediate Lien Revenue Refunding Bonds, Series 2012B," shall be registered as to both
principal and interest, shall be issued in the aggregate principal amount set forth in the Bond
Purchase Contract, and shall be numbered separately in the manner and with any additional
designation as the Registrar deems necessary for purposes of identification, shall be dated their
date of delivery to the Underwriters and shall be in the denomination of $5,000 each or any
integral multiple of $5,000 within a maturity. The Series 2012B Bonds shall bear interest from
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their date of delivery to the Underwriters until the Series 2012B Bonds bearing such interest
have been paid or their payment duly provided for, at the rates, payable on the dates, set forth in
the Bond Purchase Contract and shall mature on the dates and in the years and in the principal
amounts set forth in the Bond Purchase Contract, all as approved by Chief Executive Officer
pursuant to Section 15.
(c) Series 2012C. The Series 2012C Bonds shall be designated as "Port of Seattle
Intermediate Lien Revenue Refunding Bonds, Series 2012C," shall be registered as to both
principal and interest, shall be issued in the aggregate principal amount set forth in the Bond
Purchase Contract, and shall be numbered separately in the manner and with any additional
designation as the Registrar deems necessary for purposes of identification, shall be dated their
date of delivery to the Underwriters and shall be in the denomination of $5,000 each or any
integral multiple of $5,000 within a maturity. The Series 2012C Bonds shall bear interest from
their date of delivery to the Underwriters until the Series 2012C Bonds bearing such interest
have been paid or their payment duly provided for, at the rates, payable on the dates, set forth in
the Bond Purchase Contract and shall mature on the dates and in the years and in the principal
amounts set forth in the Bond Purchase Contract, all as approved by Chief Executive Officer
pursuant to Section 15.
(d) Limited Obligations. The Series 2012 Bonds shall be obligations only of the
Intermediate Lien Bond Fund and the Intermediate Lien Reserve Account created under the
Intermediate Lien Master Resolution and shall be payable and secured as provided in the
Intermediate Lien Master Resolution and this series resolution. The Series 2012 Bonds do not
constitute an indebtedness of the Port within the meaning of the constitutional provisions and
limitations of the State of Washington.
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Section 5. Redemption and Purchase.
(a) Optional Redemption. The Series 2012 Bonds of one or more series and
maturities may be subject to optional redemption on the dates, at the prices and under the terms
set forth in the Bond Purchase Contract all as approved by the Chief Executive Officer pursuant
to Section 15.
(b) Mandatory Redemption. The Series 2012 Bonds of one or more series and
maturities may be subject to mandatory redemption to the extent, if any, set forth in the Bond
Purchase Contract all as approved by the Chief Executive Officer pursuant to Section 15.
(c) Purchase of Series 2012 Bonds for Retirement. The Port reserves the right to use
at any time any surplus Gross Revenue available after providing for the payments required by
paragraph First through Fifth of Section 2(a) of the First Lien Master Resolution, including the
payments required by paragraph First through Eleventh of the priority for use of Gross Revenue
set forth in the Intermediate Lien Master Resolution, to purchase for retirement any of the
Series 2012 Bonds offered to the Port at any price deemed reasonable to the Designated Port
Representative.
(d) Selection of Series 2012 Bonds for Redemption. If Series 2012A Bonds and/or
Series 2012B Bonds are called for optional redemption, the series and maturities of Series 2012
Bonds to be redeemed shall be selected by the Port. If any Series 2012A Bonds and/or Series
2012B Bonds to be redeemed (optional or mandatory) then are held in book-entry-only form, the
selection of Series 2012A Bonds and/or Series 2012B Bonds to be redeemed within a maturity
shall be made in accordance with the operational arrangements then in effect at DTC (or at a
substitute depository, if applicable). If the Series 2012A Bonds and/or Series 2012B Bonds to be
redeemed are no longer held in book-entry-only form, the selection of such Series 2012A Bonds
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and/or Series 2012B Bonds to be redeemed shall be made in the following manner. If the Port
redeems at any one time fewer than all of the Series 2012A Bonds and/or Series 2012B Bonds
having the same maturity date, the particular Series 2012A Bonds and/or Series 2012B Bonds or
portions of Series 2012A Bonds and/or Series 2012B Bonds and maturity to be redeemed shall
be selected by lot (or in such other random manner determined by the Registrar) in increments of
$5,000. In the case of a Series 2012A Bonds and/or Series 2012B Bonds and maturity of a
denomination greater than $5,000, the Port and Registrar shall treat each Series 2012A Bonds
and/or Series 2012B Bonds of the applicable series and maturity as representing such number of
separate Series 2012A Bonds and/or Series 2012B Bonds each of the denomination of $5,000 as
is obtained by dividing the actual principal amount of such Series 2012A Bonds and/or Series
2012B Bonds of the applicable series and maturity by $5,000. In the event that only a portion of
the principal amount of a Series 2012A Bond and/or Series 2012B Bond is redeemed, upon
surrender of such Series 2012A Bond and/or Series 2012B Bond at the principal office of the
Registrar there shall be issued to the Registered Owner, without charge therefor, for the thenunredeemed
balance of the principal amount thereof a Series 2012A Bond and/or Series 2012B
Bond or, at the option of the Registered Owner, a Series 2012 Bond of like series, maturity and
interest rate in any of the denominations herein authorized.
If the Series 2012C Bonds are subject to redemption prior to their scheduled maturities,
the manner of selection of Series 2012C Bonds for redemption shall be set forth in the Bond
Purchase Contract.
(e) Notice of Redemption. Written notice of any redemption of Series 2012 Bonds
prior to maturity shall be given by the Registrar on behalf of the Port by first class mail, postage
prepaid, not less than 20 days nor more than 60 days before the date fixed for redemption to the
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Registered Owners of Series 2012 Bonds that are to be redeemed at their last addresses shown on
the Bond Register. This requirement shall be deemed complied with when notice is mailed to the
Registered Owners at their last addresses shown on the Bond Register, whether or not such
notice is actually received by the Registered Owners.
So long as the Series 2012 Bonds are in book-entry only form, notice of redemption shall
be given to Beneficial Owners of Series 2012 Bonds to be redeemed in accordance with the
operational arrangements then in effect at DTC (or its successor or alternate depository), 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 (which notice in the case of optional redemption may be
conditional) prepared and given by the Registrar to Registered Owners of Series 2012 Bonds
shall contain the following information: (1) the date fixed for redemption, (2) the redemption
price, (3) if fewer than all outstanding Series 2012 Bonds of a series are to be redeemed, the
identification by maturity and series (and, in the case of partial redemption, the principal
amounts) of the Series 2012 Bonds to be redeemed, (4) whether, in the case of optional
redemption, the notice of redemption is conditional and, if conditional, the conditions to
redemption, (5) that (unless the notice of optional redemption is a conditional notice, in which
case the notice shall state that such Series 2012 Bonds will become due and payable and interest
shall cease to accrue from the date fixed for redemption if and to the extent in each case funds
have been provided to the Registrar for the redemption of such Series 2012 Bonds) on the date
fixed for redemption the redemption price will become due and payable upon each Series 2012
Bond or portion called for redemption, and that, unless a conditional notice of optional
redemption has been revoked, interest shall cease to accrue from the date fixed for redemption if
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and to the extent that funds have been provided to the Registrar for the redemption of such
Series 2012 Bonds, (6) that the Series 2012 Bonds are to be surrendered for payment at the
principal office of the Registrar, (7) the CUSIP numbers of all Series 2012 Bonds being
redeemed, (8) the dated date of the Series 2012 Bonds being redeemed, (9) the rate of interest for
each Series 2012 Bond being redeemed, (10) the date of the notice, and (11) any other
information deemed necessary by the Registrar to identify the Series 2012 Bonds being
redeemed.
Upon the payment of the redemption price of Series 2012 Bonds being redeemed, each
check or other transfer of funds issued for such purpose shall bear the CUSIP number
identifying, by issue and maturity, the Series 2012 Bonds being redeemed with the proceeds of
such check or other transfer.
(f) Effect of Redemption. Unless the Port has revoked a notice of optional
redemption (or unless the Port provided a conditional notice of optional redemption and the
conditions for the optional redemption set forth therein are not satisfied), the Port shall transfer to
the Registrar amounts that, in addition to other money, if any, held by the Registrar for such
purpose, will be sufficient to redeem, on the date fixed for redemption, all of the Series 2012
Bonds to be redeemed. If and to the extent that funds have been provided to the Registrar for the
redemption of Series 2012 Bonds then from and after the date fixed for redemption for such
Series 2012 Bond or portion thereof, interest on each such Series 2012 Bond shall cease to
accrue and such Series 2012 Bond or portion thereof shall cease to be Outstanding.
(g) Amendment of Notice Provisions. The foregoing notice provisions of this section,
including but not limited to the information to be included in redemption notices and the persons
designated to receive notices, may be amended by additions, deletions and changes to maintain
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compliance with duly promulgated regulations and recommendations regarding notices of
redemption of municipal securities.
Section 6. Registration, Exchange and Payments.
(a) Registrar/Bond Register. The Port hereby adopts the system of registration
approved by the Washington State Finance Committee, which utilizes the fiscal agencies ofthe
State of Washington, for the purposes of registering and authenticating the Series 2012 Bonds,
maintaining the Bond Register and effecting transfer of ownership of the Series 2012 Bonds
(collectively, the "Registrar"). The Registrar shall keep, or causeto be kept, at its principal
corporate trust office, sufficient records for the registration and transfer of the Series 2012 Bonds
(the "Bond Register"), which shall be open to inspection by the Port. The Registrar may be
removed at any time at the option of the Designated Port Representative upon prior notice to the
Registrar, DTC (or its successor or alternate depository), each party entitled to receive notice
pursuant to the Continuing Disclosure Undertaking 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 Series 2012 Bonds transferred or exchanged in accordance with the
provisions of such Series 2012 Bonds and this series resolution and to carry out all of the
Registrar's powers and duties under this series resolution. The Registrar shall be responsible for
its representations contained in the Certificate of Authentication on the Series 2012 Bonds.
(b) Registered Ownership. Except as provided in Section 6(c) or the Continuing
Disclosure Certificate authorized pursuant to Section 16, the Port and the Registrar may deem
and treat the Registered Owner of each Series 2012 Bond as the absolute owner for all purposes,
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and neither the Port nor the Registrar shall be affected by any notice to the contrary. Payment of
any such Series 2012 Bond shall be made only as described in subsection (h) hereof, but the
transfer of such Series 2012 Bond may be registered as herein provided. All such payments
made as described in subsection (h) shall be valid and shall satisfy the liability of the Port upon
such Series 2012 Bond to the extent of the amount or amounts so paid.
(c) DTC Acceptance/Letter of Representations. The Series 2012 Bonds shall initially
be held in fully immobilized form by DTC acting as depository. To induce DTC to accept the
Series 2012 Bonds as eligible for deposit at DTC, the Port has heretofore executed and delivered
to DTC the Letter of Representations.
Neither the Port nor the Registrar will have any responsibility or obligation to DTC
participants or the persons for whom they act as nominees with respect to the Series 2012 Bonds
for the accuracy of any records maintained by DTC (or any successor or alternate depository) or
any DTC participant, the payment by DTC (or any successor or alternate depository) or any DTC
participant of any amount in respect of the principal of or interest on Series 2012 Bonds, any
notice that is permitted or required to be given to Registered Owners under this series resolution
(except such notices as shall be required to be given by the Port to the Registrar or, by the
Registrar, to DTC (or any successor or alternate depository)), the selection by DTC or by any
DTC participant of any person to receive payment in the event of a partial redemption of the
Series 2012 Bonds, or any consent given or other action taken by DTC (or any successor or
alternate depository) as the Registered Owner. So long as any Series 2012 Bonds are held in
fully immobilized form, DTC or its successor depository shall be deemed to be the owner and
Registered Owner for all purposes, and all references in this series resolution to the Registered
Owners shall mean DTC (or any successor or alternate depository) or its nominee and shall not
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mean the owners of any beneficial interest in any Series 2012 Bonds. Notwithstanding the
foregoing, if a Bond Insurance Policy is issued for any series or maturity of the Series 2012
Bonds and so long as the Bond Insurer is not in default under its Policy, the Bond Insurer shall
be deemed to be the owner, Registered Owner, and holder of all bonds of that series or maturity
for the purpose of granting consents and exercising voting rights with respect thereto and for any
other purpose identified and specified in the Bond Insurance Commitment accepted by the Port
as a condition of issuance of the Bond Insurance Policy.
(d) Use of Depository.
(1) The Series 2012 Bonds shall be registered initially in the name of
CEDE & Co., as nominee of DTC, with a single Series 2012 Bond for each series andmaturity
having the same interest rate in a denomination equal to the total principal amount of such series
and maturity. Registered ownership of such immobilized Series 2012 Bonds, or any portions
thereof, may not thereafter be transferred except (A) to any successor of DTC or its nominee, or
to any other nominee requested by an authorized representative of DTC, 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 Port pursuant to subsection (2)
below or such substitute depository's successor or nominee; 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 Port to discontinue the
system of book entry transfers through DTC or its successor (or any substitute depository or its
successor), the Port may 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.
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(3) In the case of any transfer pursuant to clause (A) or (B) of subsection (1)
above, the Registrar shall, upon receipt of all outstanding Series 2012 Bonds, together with a
written request on behalf of the Port, issue a single new Series 2012 Bond for each series and
maturity then outstanding, registered in the name of such successor or substitute depository, or
its nominee, all as specified in such written request of the Port.
(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 Port determines that it is in the best interest of the Beneficial Owners of the
Series 2012 Bonds of any series that the Series 2012 Bonds of that series be provided in
certificated form, the ownership of such Series 2012 Bonds may then be transferred to any
person or entity as herein provided, and shall no longer be held in fully immobilized form. The
Port shall deliver a written request to the Registrar, together with a supply of definitive Series
2012 Bonds (of the appropriate series and maturities) in certificated form, to issue Series 2012
Bonds in any authorized denominations. Upon receipt by the Registrar of all then outstanding
Series 2012 Bonds (of the appropriate series), together with a written request on behalf of the
Port to the Registrar, new Series 2012 Bonds of such series shall be issued in the appropriate
denominations and registered in the names of such persons as are provided in such written
request.
(e) Registration of the Transfer of Ownership or the Exchange of Series 2012 Bonds;
Change in Denominations. The transfer of any Series 2012 Bond may be registered and any
Series 2012 Bond may be exchanged, but no transfer of any Series 2012 Bond shall be valid
unless the Series 2012 Bond is surrendered to the Registrar with the assignment form appearing
on such Series 2012 Bond duly executed by the Registered Owner or such Registered Owner's
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duly authorized agent in a manner satisfactory to the Registrar. Upon such surrender, the
Registrar shall cancel the surrendered Series 2012 Bond and shall authenticate and deliver,
without charge to the Registered Owner or transferee, a new Series 2012 Bond (or Series 2012
Bonds at the option of the Registered Owner) of the same date, series, maturity and interest rate
and for the same aggregate principal amount in any authorized denomination, as and naming as
Registered Owner the person or persons listed as the assignee on the assignment form appearing
on the surrendered Series 2012 Bond, in exchange for such surrendered and canceled Series 2012
Bond. Any Series 2012 Bond may be surrendered to the Registrar, together with the assignment
form appearing on such Series 2012 Bond duly executed, and exchanged, without charge, for an
equal aggregate principal amount of Series 2012 Bonds of the same date, series, maturity and
interest rate, in any authorized denomination. The Registrar shall not be obligated to register the
transfer or exchange of any Series 2012 Bond during a period beginning at the opening of
business on the 15th day of the month next preceding any interest payment date and ending at the
close of business on such interest payment date, or, in the case of any proposed redemption of
the Series 2012 Bonds, after the mailing of notice of the call for redemption of such Series 2012
Bonds.
(f) Registrar's Ownershipof Series 2012 Bonds. The Registrar may become the
Registered Owner of any Series 2012 Bond with the same rights it would have if it were not the
Registrar, and to the extent permitted by law, may act as depository for and permit any of its
officers or directors to act as member of, or in any other capacity with respect to, any committee
formed to protect the rights of the Registered Owners of the Series 2012 Bonds.
(g) Registration Covenant. The Port covenants that, until all Series 2012 Bonds
issued on a tax-exempt basis have been surrendered and canceled, it will maintain a system for
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recording the ownership of each Series 2012 Bond that complies with the provisions of
Section 149 of the Code.
(h) Place and Medium of Payment. The principal of, premium, if any, and interest on
the Series 2012 Bonds shall be payable in lawful money of the United States of America. For so
long as all Series 2012 Bonds are in fully immobilized form with DTC, payments of principal,
premium, if any, and interest shall be made as provided in accordance with the operational
arrangements of DTC described in the Letter of Representations. In the event that the Series
2012 Bonds are no longer in fully immobilized form with DTC (or its successor or alternate
depository), interest on the Series 2012 Bonds shall be paid by check mailed to the Registered
Owners at the addresses for such Registered Owners appearing on the Bond Register on the 15th
day of the month preceding the interest payment date, and principal and premium, if any, of the
Series 2012 Bonds shall be payable by check upon presentation and surrender of such Series
2012 Bonds by the Registered Owners at the principal office of the Registrar; provided, however,
that if so requested in writing prior to the opening of business on the 15th day of the month
preceding any interest payment date by the Registered Owner of at least $1,000,000 aggregate
principal amount of Series 2012 Bonds, interest on such Series 2012 Bonds will be paid
thereafter by wire transfer on the date due to an account with a bank located within the United
States.
Section 7. Pledge of Available Intermediate Lien Revenues; Series 2012 Reserve
Account Deposit. Pursuant to the Intermediate Lien Master Resolution, the Intermediate Lien
Bond Fund and the Intermediate Lien Reserve Account have been created for the purpose of
paying and securing the payment of the principal of, premium, if any, and interest on all
outstanding Intermediate Lien Parity Bonds. The Port hereby irrevocably obligates and binds
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itself for as long as any Series 2012 Bonds remain Outstanding to set aside and pay into the
Intermediate Lien Bond Fund from Available Intermediate Lien Revenues or money in the
Revenue Fund, on or prior to the respective dates the same become due (and if such payment is
made on the due date, such payment shall be made in immediately available funds):
(1) Such amounts as are required to pay the interest scheduled to become due
on Series 2012 Bonds; and
(2) Such amounts with respect to Series 2012 Bonds as are required (A) to
pay maturing principal, (B) to make any required sinking fund payments, and (C) to redeem
Series 2012 Bonds in accordance with any mandatory redemption provisions.
Said amounts so pledged to be paid into such special funds are hereby declared to be a
prior lien and charge upon the Gross Revenue superior to all other liens and charges of any kind
or nature whatsoever except for (i) Operating Expenses, (ii) liens and charges thereon of
Permitted Prior Lien Bonds, and (iii) liens and charges equal in rank that have or may be made
thereon to pay Net Payments due pursuant to any Parity Derivative Product and to pay and
secure the payment of the principal of, premium, if any, and interest on Outstanding Intermediate
Lien Bonds and any Intermediate Lien Parity Bonds issued in the future under authority of a
Series Resolution in accordance with the provisions of Sections 4 and 5 of the Intermediate Lien
Master Resolution.
The Series 2012 Reserve Account Deposit shall be deposited in the Intermediate Lien
Reserve Account on the date of issuance of the Series 2012 Bonds. Together with existing
reserve account balances in the Intermediate Lien Reserve Account, the Series 2012 Reserve
Account Deposit shall be at least sufficient to meet the Intermediate Lien Reserve Requirement.
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Section 8. Defeasance. In the event that money and/or noncallab le Government
Obligations maturing or having guaranteed redemption prices at the option of the owner at such
time or times and bearing interest to be earned thereon in amounts (together with such money, if
any) sufficient to redeem and retire part or all of the Series 2012 Bonds in accordance with their
terms, are hereafter irrevocably set aside in a special account and pledged to effect such
redemption and retirement, and, if the Series 2012 Bonds are to be redeemed prior to maturity,
irrevocable notice, or irrevocable instructions to give notice of such redemption has been
delivered to the Registrar, then no further payments need be made into the Intermediate Lien
Bond Fund or any account therein for the payment of the principal of, premium, if any, and
interest on the Series 2012 Bonds so provided for and such Series 2012 Bonds shall then cease to
be entitled to any lien, benefit or security of the Intermediate Lien Master Resolution or this
series resolution, except the right to receive the funds so set aside and pledged and such notices
of redemption, if any, and such Series 2012 Bonds shall no longer be deemed to be Outstanding
hereunder, under the Intermediate Lien Master Resolution or under any resolution authorizing
the issuance of bonds or other indebtedness of the Port.
The Port shall provide notice of defeasance of Series 2012 Bonds to Registered Owners
of Series 2012 Bonds being defeased, to the Bond Insurer, if any, and to each party entitled to
receive notice under the Continuing Disclosure Certificate authorized pursuant to Section 16.
Section 9. Refunding Procedures.
(a) Application of Series 2012 Bond Proceeds. The net proceeds of the Series 2012
Bonds (exclusive of any amounts that may be designated by the Designated Port Representative
in a closing certificate to be allocated to pay costs of issuance or any Bond Insurance Policy
premium or to satisfy a portion of the Intermediate Lien Reserve Requirement), together with
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other available funds of the Port in the amount specified by the Designated Port Representative,
shall be utilized immediately upon receipt thereof to pay and redeem Refunded Bonds and/or
shall be paid at the direction of the Treasurer to the Escrow Agent (if the Designated Port
Representative has determined that an escrow is necessary or desirable to effect the defeasance
of all or a portion of the Refunded Bonds).
(b) Defeasance of Refunded Bonds. Subject to and in accordance with the resolutions
authorizing the issuance of the Refunded Bonds, the net proceeds of the Series 2012 Bonds so
deposited shall be utilized immediately upon receipt thereof to pay and redeem Refunded Bonds
and/or or to purchase the Government Obligations specified by the Designated Port
Representative (the "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 resolutions authorizing their issuance, by providing for the payment of the
interest on the Refunded Bonds to the dates fixed for redemption and the redemption price (the
principal amount plus any premium required) on the dates fixed for redemption of the Refunded
Bonds. Subject to compliance with all conditions set forth in the respective resolutions
authorizing the issuance of the Refunded Bonds, when the final transfers have been made for the
payment of such redemption price and interest on the Refunded Bonds, any balance then
remaining shall be transferred to the account designated by the Port and 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:
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(1) the interest on the Refunded Bonds as such becomes due on and before the
dates fixed for redemption of the Refunded Bonds; and
(2) the price of redemption of the Refunded Bonds on the dates fixed for
redemption of the Refunded Bonds.
(d) Authorizing Appointment of Escrow Agent and Verification Agent. The
Commission hereby authorizes and directs the Designated Port Representative (if the Designated
Port Representative determines that an escrow would be necessary or desirable to effect the
defeasance of all or a portion of the Refunded Bonds) to select a financial institution to act as the
escrow agent for all or a portion of the Refunded Bonds (the "Escrow Agent") and also to select
a verification agent for some or all of the Refunded Bonds.
Section 10. Redemption of Refunded Bonds. The Commission hereby calls the
Refunded Bonds for redemption on the redemption dates specified by the Designated Port
Representative in accordance with the provisions of the resolutions authorizing the issuance,
redemption and retirement of the Refunded Bonds, respectively, prior to their maturity dates.
The Designated Port Representative may cause to be disseminated a conditional notice of
redemption prior to the closing and delivery of the Series 2012 Bonds.
Said defeasance and call for redemption of the Refunded Bonds shall be irrevocable after
the closing and delivery of the Series 2012 Bonds.
If so appointed, the Escrow Agent shall be authorized and directed to provide for the
giving of irrevocable notice of the redemption of the Refunded Bonds in accordance with the
terms of resolutions authorizing the issuance of the Refunded Bonds and as described in the
Escrow Agreement. The Treasurer is authorized and directed to provide whatever assistance is
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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 9(c) of this series resolution. All such sums shall be paid
from the moneys and the Acquired Obligations pursuant to the previous section of this series
resolution, and the income therefrom and proceeds thereof.
If an Escrow Agent is appointed, the Port will ascertain that all necessary and proper fees,
compensation and expenses of the Escrow Agent for the Refunded Bonds shall be paid when
due. If an Escrow Agent is appointed, 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 Series 2012 Bonds. The
Escrow Agreement, if any, shall be substantially in the form of Exhibit B attached to this series
resolution and by this reference hereby made a part of this series resolution.
Section 11. Tax Covenants.
(a) General. The Port covenants that it will not take or permit to be taken on its
behalf any action that would adversely affect the exclusion from gross income for federal income
tax purposes of the interest on the Series 2012 Bonds issued on a tax-exempt basis and will take
or require to be taken such acts as may reasonably be within its ability and as may from time to
time be required under applicable law to continue the exclusion from gross income for federal
income tax purposes of the interest on such Series 2012 Bonds. The Port shall comply with its
covenants set forth in the Federal Tax Certificate with respect to the Series 2012 Bonds issued on
a tax-exempt basis.
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(b) No Bank Qualification. The Series 2012 Bonds shall not be qualified tax -exempt
obligations pursuant to Section 265(b) of the Code for investment by financial institutions.
Section 12. Lost, Stolen, Mutilated or Destroyed Series 2012 Bonds. In case any
Series 2012 Bond shall be lost, stolen, mutilated or destroyed, the Registrar may execute and
deliver a new Series 2012 Bond of like series, maturity, date, number and tenor to the Registered
Owner thereof upon the owner's paying the expenses and charges of the Port in connection
therewith and upon his/her filing with the Port evidence satisfactory to the Port that such Series
2012 Bond was actually lost, stolen or destroyed (including the presentation of a mutilated Series
2012 Bond) and of his/her ownership thereof, and upon furnishing the Port and the Registrar
with indemnity satisfactory to both.
Section 13. Form of Series 2012 Bonds and Registration Certificate.
The Series 2012 Bonds shall be in substantially the following form:
[DTC HEADING]
UNITED STATES OF AMERICA
NO. ______ $____________
STATE OF WASHINGTON
PORT OF SEATTLE
INTERMEDIATE LIEN REVENUE REFUNDING BOND
SERIES 2012[A][B][C]
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, solely from
the special fund of the Port known as the "Port of Seattle Revenue Intermediate Lien Bond
Fund" (the "Intermediate Lien Bond Fund") created by Resolution No. 3540,as amended (the
"Intermediate Lien Master Resolution" and together with Resolution No. 3658, asamended,
hereinafter collectively referred to as the "Bond Resolution"), thePrincipal Amount indicated
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above and to pay interest thereon from the Intermediate Lien Bond Fund from the date of initial
delivery, or the most recent date to which interest has been paid or duly provided for or until
payment of this bond at the Interest Rate set forth above, payable semiannually on the first days
of each _______ and __________ beginning on ______ 1, 201____. The principal of, premium,
if any, and interest on this bond are payable in lawful money of the United States of America.
Principal, premium, if any, and interest shall be paid as provided in the Blanket Issuer Letter of
Representations (the "Letter of Representations") by the Port to The Depository Trust Company
("DTC") (or its successor or alternate depository) or registered owner. Capitalized terms used in
this bond which are not specifically defined have the meanings given such terms in the Bond
Resolution. The Treasurer of the Port has appointed the fiscal agent for the State of Washington
as the initial registrar, authenticating and paying agent for the bonds of this series.
This bond is one of a series of bonds of the Port in the aggregate principal amount of
$__________, of like date, tenor and effect, except as to number, amount, rate of interest and
date of maturity and is issued pursuant to the Bond Resolution to refund certain outstanding Port
obligations. [Simultaneously herewith, the Port is issuing one other series of revenue bonds: its
Intermediate Lien Revenue Refunding Bonds, Series 2012[A][B][C] in the principal amount of
$_________].
The bonds of this issue maturing on and after ________ 1, ____ shall be subject to
optional redemption in advance of their scheduled maturity on and after ____________ in whole
or in part on any date at a price equal to 100% of the principal amount thereof plus accrued
interest to the date fixed for redemption.
[The bonds of this issue maturing on _______ 1, ___ shall be redeemed by the Port on
_______ 1 of the following years in the following principal amounts at a price equal to 100% of
the principal amount thereof plus accrued interest to the date fixed for redemption:
Redemption
Dates Amounts
$
* Final Maturity]
[The bonds of this series are not private activity bonds. The bonds of this series are not
"qualified tax exempt obligations" eligible for investment by financial institutions within the
meaning of Section 265(b) of the Internal Revenue Code of 1986, as amended.][The Port has
taken no action to cause the interest on this bond to be exempt from federal income taxation.]
The Port hereby covenants and agrees with the owner and holder of this bond that it will
keep and perform all the covenants of this bond and the Bond Resolution.
The Port does hereby pledge and bind itself to set aside and pay into the Intermediate
Lien Bond Fund and Intermediate Lien Reserve Account from Available Intermediate Lien
Revenues or money in the Revenue Fund the various amounts required by the Bond Resolution
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to be paid into and maintained in said Funds, all within the times provided by said Bond
Resolution.
The amounts pledged to be paid out of Gross Revenue into the Intermediate Lien Bond
Fund and Intermediate Lien Reserve Account are hereby declared to be a first and prior lien and
charge upon the Gross Revenue, subject to the payment of Operating Expenses of the Port and
subject further to the liens thereon of the Permitted Prior Lien Bonds and equal in rank to the lien
and charge upon such Gross Revenue of the amounts required to pay and secure the payment of
any Net Payments due pursuant to any Parity Derivative Product, any Outstanding Intermediate
Lien Bonds and any revenue bonds of the Port hereafter issued on a parity with the Outstanding
Intermediate Lien Bonds and the bonds of this issue.
The Port has further bound itself to establish, maintain and collect rentals, tariffs, rates
and charges in the operation of all of its business for as long as any bonds of this issue are
outstanding that it will make available, for the payment of the principal thereof and interest
thereon as the same shall become due, Available Intermediate Lien Revenues in an amount equal
to or greater than the Rate Covenant defined in the Intermediate Lien Master Resolution.
This bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication hereon shall
have been manually signed by or on behalf of the Registrar.
It is hereby certified and declared that this bond and the bonds of this issue are issued
pursuant to and in strict compliance with the Constitution and laws of the State of Washington
and resolutions of the Port and that all acts, conditions and things required to be done precedent
to and in the issuance of this bond have happened, been done and performed.
IN WITNESS WHEREOF, the Port of Seattle has caused this bond to be executed by the
manual or facsimile signatures of the President and Secretary of the Port Commission, and the
corporate seal of the Port to be impressed or a facsimile thereof imprinted hereon as of the
____ day of __________, 2012.
PORT OF SEATTLE
By /s/
President, Port Commission
ATTEST:
/s/
Secretary, Port Commission
CERTIFICATE OF AUTHENTICATION
Date of Authentication: _______________
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This bond is one of the bonds described in the within mentioned Bond Resolution and is
one of the Intermediate Lien Revenue Refunding Bonds, Series 2012[__] of the Port of Seattle,
dated ____________, 2012.
WASHINGTON STATE FISCAL AGENCY, as
Registrar
By
Authorized Signer
* * * * * * * *
In the event any Series 2012 Bonds of a series are no longer in fully immobilized form,
the form of such Series 2012 Bonds may be modified to conform to printing requirements and
the terms of this series resolution.
Section 14. Execution. The Series 2012 Bonds shall be executed on behalf of the Port
with the manual or facsimile signature of the President of its Commission, shall be attested by
the manual or facsimile signature of the Secretary thereof and shall have the seal of the Port
impressed or a facsimile thereof imprinted thereon.
Only such Series 2012 Bonds as shall bear thereon a Certificate of Authentication in the
form hereinbefore recited, manually executed by the Registrar, shall be valid or obligatory for
any purpose or entitled to the benefits of this series resolution. Such Certificate of
Authentication shall be conclusive evidence that the Series 2012 Bonds so authenticated have
been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this
series resolution.
In case either of the officers of the Port who shall have executed the Series 2012 Bonds
shall cease to be such officer or officers of the Port before the Series 2012 Bonds so signed shall
have been authenticated or delivered by the Registrar, or issued by the Port, such Series 2012
Bonds may nevertheless be authenticated, delivered and issued and upon such authentication,
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delivery and issuance, shall be as binding upon the Port as though those who signed the same had
continued to be such officers of the Port. Any Series 2012 Bond may also be signed and attested
on behalf of the Port by such persons as at the actual date of execution of such Series 2012 Bond
shall be the proper officers of the Port although at the original date of such Series 2012 Bond any
such person shall not have been such officer.
Section 15. Designation of Refunded Bonds; Sale of Series 2012 Bonds.
(a) Designation of Refunded Bonds. As outlined in Section 2 and Section 9 of this
series resolution, the Refunding Candidates may be called for redemption prior to their scheduled
maturities. All or some of the Refunding Candidates may be refunded with the proceeds of the
Series 2012 Bonds authorized by this series resolution. The Chief Executive Officer may select
some or all of the Refunding Candidates and designate those Refunding Candidates as the
"Refunded Bonds" in the Bond Purchase Contract if and to the extent that the net present value
aggregate savings with respect to all Refunded Bonds to be realized as a result of the refunding
of the Refunded Bonds, after payment of all costs of issuance of allocated to the Series 2012
Bonds), is at least equal to the Savings Target.
(b) Series 2012 Bond Sale. The Series 2012 Bonds shall be sold at negotiated sale to
the Underwriters pursuant to the terms of the Bond Purchase Contract. The Designated Port
Representative is hereby authorized to negotiate terms for the purchase of the Series 2012 Bonds
and to execute the Bond Purchase Contract, with such terms (including the designation of the
Refunded Bonds) as are approved by the Chief Executive Officer pursuant to this section and
consistent with this series resolution and the Intermediate Lien Master Resolution. The Port
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
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regular meeting date of the Commission. The Commission has determined that it would be in
the best interest of the Port to delegate to the Chief Executive Officer for a limited time the
authority to approve the designation of the Refunded Bonds and to approve the number of series,
final series designations, and with respect to each series, the final interest rates, maturity dates,
aggregate principal amount, principal amounts and prices of each maturity, redemption rights,
and other terms and conditions of the Series 2012 Bonds. The Chief Executive Officer is hereby
authorized to approve the designation of the Refunded Bonds and to approve the number of
series, final series designations and with respect to each series, the final interest rates, maturity
dates, aggregate principal amount, principal amounts of each maturity and redemption rights for
the Series 2012 Bonds in the manner provided hereafter so long as the aggregate principal
amount of the Series 2012 Bonds does not exceed the maximum principal amounts set forth in
Section 3 and so long as the Savings Target is met (as described in subsection (a) of this
Section 15).
In designating the Refunded Bonds and determining the number of series, final series
designations, final interest rates, maturity dates, aggregate principal amount, principal maturities,
redemption rights or provisions of the Series 2012 Bonds for approval, 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 the lowest true interest cost on the
Series 2012 Bonds to their maturity, including, but not limited to current financial market
conditions and current interest rates for obligations comparable in tenor and quality to the Series
2012 Bonds. Subject to the terms and conditions set forth in this section, the Designated Port
Representative is hereby authorized to execute the final form of the Bond Purchase Contract,
upon the Chief Executive Officer's approval of the Refunded Bonds, number of series, final
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series designation, final interest rates, maturity dates, aggregate principal amount, principal
maturities and redemption rights set forth therein. Following the execution of the Bond Purchase
Contract, the Chief Executive Officer or Designated Port Representative shall provide a report to
the Commission, describing the final terms of the Series 2012 Bonds approved pursuant to the
authority delegated in this section. The authority granted to the Designated Port Representative
and the Chief Executive Officer by this section shall expire on August 14, 2012. If a Bond
Purchase Contract for the Series 2012 Bonds has not been executed by August 14, 2012, the
authorization for the issuance of the Series 2012 Bonds shall be rescinded, and the Series 2012
Bonds shall not be issued nor their sale approved unless the Series 2012 Bonds shall have been
re-authorized by resolution of the Commission. The resolution reauthorizing the issuance and
sale of the Series 2012 Bonds may be in the form of a new series resolution repealing this series
resolution in whole or in part (only with respect to the Series 2012 Bonds not issued) or may be
in the form of an amendatory resolution approving a bond purchase contract or extending or
establishing new terms and conditions for the authority delegated under this section.
Upon the adoption of this series resolution, the proper officials of the Port including the
Designated Port Representative, are authorized and directed to undertake all other actions
necessary for the prompt execution and delivery of the Series 2012 Bonds to the Underwriters
thereof and further to execute all closing certificates and documents required to effect the closing
and delivery of the Series 2012 Bonds in accordance with the terms of the Bond Purchase
Contract.
The Designated Port Representative is authorized to ratify and to approve for purposes of
the Rule, on behalf of the Port, the Official Statement (and to approve and deem final any
Preliminary Official Statement) and any supplement thereto relating to the issuance and sale of
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the Series 2012 Bonds and the distribution of the Series 2012 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 Series 2012 Bonds to the Underwriters and for the proper application and use
of the proceeds of sale of the Series 2012 Bonds. In furtherance of the foregoing, the Designated
Port Representative is authorized to approve and enter into agreements for the payment of costs
of issuance, including Underwriters' discount, the fees and expenses specified in the Bond
Purchase Contract, including fees and expenses of Underwriters and other retained services,
including Bond Counsel, rating agencies, fiscal agency, escrow agent, verification agent,
financial advisory services, escrow structuring services and other expenses customarily incurred
in connection with issuance and sale of bonds.
The Designated Port Representative is authorized to ratify, executive, deliver and
approve for purposes of the Rule, on behalf of the Port, the Official Statement (and to approve,
deem final and deliver any Preliminary Official Statement) and any supplement thereto relating
to the issuance and sale of the Series 2012 Bonds and the distribution of the Series 2012 Bonds
pursuant thereto with such changes, if any, as may be deemed by him/her to be appropriate.
Section 16. Undertaking to Provide Ongoing Disclosure. The Designated Port
Representative is authorized to, in his or her discretion, execute and deliver a Continuing
Disclosure Certificate providing for an undertaking by the Port to assist the Underwriters in
complying with Rule 15c2-12 promulgated by the Securities and Exchange Commission.
Section 17. Bond Insurance. The payments of the principal of and interest on one or
more series, or principal maturities within one or more series, of the Series 2012 Bonds may be
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insured by the issuance of the Bond Insurance Policy. The Designated Port Representative may
solicit proposals from municipal bond insurance companies, and the Designated Port
Representative, in consultation with the Port's financial advisor, is hereby authorized to select
the proposal that is deemed to be the most cost effective and further to execute the Bond
Insurance Commitment with the Bond Insurer, which may include such covenants and conditions
as shall be approved by the Designated Port Representative.
Section 18. Compliance with Parity Conditions. The Commission hereby finds and
determines as required by Section 5(b) of the Intermediate Lien Master Resolution, as follows:
First: The Port is not in default of its covenant under Section 5 the of the
Intermediate Lien Master Resolution; and
Second: The Commission has been assured that prior to the issuance and del ivery
of the Series 2012 Bonds, the Port will meet the conditions set forth in Section 5(c) of the
Intermediate Lien Master Resolution and/or will deliver either:
(A) a certificate prepared as provided in the Intermediate Lien
Master Resolution and executed by the Designated Port Representative stating that Available
Intermediate Lien Revenues as First Adjusted during the Base Period were at least equal to 110
percent of Annual Debt Service in each year of the Certificate Period with respect to all
Intermediate Lien Parity Bonds then Outstanding and then proposed to be issued; or
(B) a Consultant's certificate, prepared as provided in the
Intermediate Lien Master Resolution and stating that projected Available Intermediate Lien
Revenues as First Adjusted will be at least equal to 110 percent of Annual Debt Service in each
year of the Certificate Period.
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The limitations contained in the conditions provided in Section 5(b) of the Intermediate
Lien Master Resolution having been complied with, the payments required herein to be made out
of the Available Intermediate Lien Revenues to pay and secure the payment of the principal of,
premium, if any, and interest on the Series 2012 Bonds shall constitute a lien and charge upon
such a charge and lien upon the Available Intermediate Lien Revenues equal to the lien thereon
of Outstanding Intermediate Lien Parity Bonds.
Section 19. Severability. If any one or more of the covenants or agreements provided
in this series resolution to be performed on the part of the Port shall be declared by any court of
competent jurisdiction to be contrary to law, then such covenant or covenants, agreement or
agreements, shall be null and void and shall be deemed separable from the remaining covenants
and agreements in this series resolution and shall in no way affect the validity of the other
provisions of this series resolution or of any Intermediate Lien Parity Bonds.
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Section 20. Effective Date. This series resolution shall be effective immediately upon
its adoption.
ADOPTED by the Port Commission of the Port of Seattle at a regular meeting thereof,
held this ____ day of __________, 2012, and duly authenticated in open session by the
signatures of the commissioners voting in favor thereof.
PORT OF SEATTLE
Commissioners
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EXHIBIT A-1
SERIES A REFUNDING CANDIDATES
Port of Seattle Subordinate Lien Revenue Bonds, Series 1999A*
Maturity Dates
(September 1) Principal Amounts Interest Rates
2021 $ 15,170,000 5.250%
2022 15,965,000 5.250
2024 24,450,000 5.000
2024 10,000,000 4.750
* Callable at any time on and after September 1, 2012, in whole or in part on any date,
with maturities to be selected by the Port, at a redemption price equal to 100% of the principal
amount thereof, plus interest accrued to the date fixed for redemption.
Port of Seattle Revenue Bonds, Series 2001A*
Maturity Dates
(April 1) Principal Amounts Interest Rates
2031 $ 176,105,000 5.000%
* Callable at any time on and after October 1, 2011, in whole or in part on any date, at a
redemption price equal to 100% of the principal amount thereof, plus interest accrued to the date
fixed for redemption.
Port of Seattle Revenue Bonds, Series 2003A*
Maturity Dates
(July 1) Principal Amounts Interest Rates
2015 $ 9,435,000 5.250%
2016 9,930,000 5.250
2017 10,455,000 5.250
2018 11,005,000 5.250
2033 87,505,000 5.000
* Callable at any time on and after July 1, 2013, in whole or in part on any date, at a
redemption price equal to 100% of the principal amount thereof, plus interest accrued to the date
fixed for redemption.
A-1-1
EXHIBIT A-2
SERIES B REFUNDING CANDIDATES
Port of Seattle Revenue Bonds, Series 2001B*
Maturity Dates
(April 1) Principal Amounts Interest Rates
2013 $ 11,350,000 5.625%
2014 12,010,000 5.625
2015 12,705,000 5.625
2016 13,440,000 5.625
2017 14,215,000 5.625
2018 15,040,000 5.625
2024 108,505,000 5.100
* Excepting the 2024 maturity, the Series 2001B bonds are callable at any time on and
after October 1, 2011, in whole or in part on any date, with maturities to be selected by the Port,
at a redemption price equal to 100% of the principal amount thereof, plus interest accrued to the
date fixed for redemption. The Series 2001B bond maturing in 2024 are callable at any time on
or after October 1, 2008 in whole or in part on any date, at a redemption price equal to 100% of
the principal amount thereof, plus interest accrued to the date fixed for redemption.
Port of Seattle Revenue Refunding Bonds, Series 2001C*
Maturity Dates
(December 1) Principal Amounts Interest Rates
2012 $ 3,855,000 5.500%
2013 4,060,000 5.625
2014 4,290,000 5.625
* Callable at any time on and after October 1, 2011, as a whole or in part on any date,
with maturities to be selected by the Port, at a redemption price equal to 100% of the principal
amount thereof, plus interest accrued to the date fixed for redemption.
A-2-1
EXHIBIT A-3
SERIES C REFUNDING CANDIDATES
Port of Seattle Subordinate Lien Revenue Bonds, Series 1999B*
Maturity Dates
(September 1) Principal Amounts Interest Rates
2013 $ 9,885,000 5.500%
2014 10,430,000 5.500
2015 11,005,000 5.500
2016 8,525,000 5.500
* Callable at any time on and after September 1, 2012, in whole or in part on any date,
with maturities to be selected by the Port, at a redemption price equal to 100% of the principal
amount thereof, plus interest accrued to the date fixed for redemption.
Port of Seattle Revenue Bonds, Series 2001D*
Maturity Dates
(November 1) Principal Amounts Interest Rates
2013 $ 5,485,000 5.750%
2014 5,805,000 5.750
2015 6,140,000 5.750
2016 6,490,000 5.750
2017 6,885,000 5.750
* Callable at any time on and after November 1, 2012, in whole or in part on any date,
with maturities to be selected by the Port, at a redemption price equal to 100% of the principal
amount thereof, plus interest accrued to the date fixed for redemption.
A-3-1
E X H I B I T B
E S C R O W D E P O S I T A G R E E M E N T
PORT OF SEATTLE
INTERMEDIATE LIEN REVENUE REFUNDING BONDS,
SERIES 2012A AND SERIES 2012C
THIS ESCROW DEPOSIT AGREEMENT, dated as of _____________, 2012 (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 The Bank of New York Trust
Company, N.A., as escrow agent (herein, together with any successor in such capacity, called the
"Escrow Agent"). The notice addresses of the Port and the Escrow Agent are shown on
Exhibit A attached hereto and made a part hereof.
W I T N E S S E T H :
WHEREAS, the Port heretofore has issued certain revenue bonds presently remaining
outstanding and that are not currently callable as identified and described in Exhibit B (the
"Advance Refunded Bonds"); and
WHEREAS, pursuant to Resolution No. 3658, adopted on _________(the
"Series Resolution"), the Port has determined to issue its Intermediate Lien Revenue Refunding
Bonds, Series 2012A (the "Series2012A Bonds") and Intermediate Lien Revenue Refunding
Bonds, Series 2012C (the "Series 2012C Bonds")in part for the purpose of providing funds to
pay the costs of refunding the Advance Refunded Bonds; and
WHEREAS, the Escrow Agent has reviewed the Series Resolution and this Agreement,
and is willing to serve as Escrow Agent hereunder; and
WHEREAS, Grant Thornton has prepared a verification report which is dated
__________, 2012 (the "Verification Report") relating to the source and use of funds available to
accomplish the refunding of the Advance 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 Advance Refunded Bonds; and]
WHEREAS, when Escrowed Securities have been deposited with the Escrow Agent for
the payment of all principal and interest of the Advance Refunded Bonds when due, then the
Advance Refunded Bonds shall no longer be regarded as outstanding except for the purpose of
receiving payment from the Refunding Accounts provided for such purpose; and
WHEREAS, the issuance, sale, and delivery of the Series 2012A Bonds and the
Series 2012C Bonds have been duly authorized to be issued, sold, and delivered for the purpose
of obtaining the funds required to provide for the payment of the principal of, interest on the
Advance Refunded Bonds when due as shown on Exhibit C attached hereto; and
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WHEREAS, the Port desires that, concurrently with the delivery of the Series2012A
and Series 2012C Bonds to the purchasers thereof, the proceeds of some or all of the
Series 2012A and Series 2012C Bonds, together with certain other available funds of the Port,
shall be applied to purchase certain direct noncallable obligations of or guaranteed by the United
States of America hereinafter defined as the "Escrowed Securities" for deposit to the credit of the
Refunding Account created pursuant to the terms of this Agreement and to establish a beginning
cash balance (if needed) in such Refunding Account; and
WHEREAS, the Escrowed Securities shall mature and the interest thereon shall be
payable at such times and in such amounts so as to provide moneys which, together with cash
balances from time to time on deposit in the Refunding Account, will be sufficient to pay interest
on the Advance Refunded Bonds as it accrues and becomes payable and the principal of the
Advance Refunded Bonds as it becomes due and payable; and
WHEREAS, to facilitate the receipt and transfer of proceeds of the Escrowed Securities,
particularly those in book entry form, the Port desires to establish the Refunding Account at the
corporate trust office of the Escrow Agent in; and
WHEREAS, the Escrow Agent is a party to this Agreement to acknowledge its
acceptance of the terms and provisions hereof;
NOW, THEREFORE, in consideration of the mutual undertakings, promises and
agreements herein contained, the sufficiency of which hereby are acknowledged, and to secure
the full and timely payment of principal of and the interest on the Advance 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:
Costs of Issuance Account means the account of that name created by this Agreement to
be established, held and administered by the Escrow Agent pursuant to the provisions of this
Agreement.
Escrowed Securities means the noncallable Government Obligations described in
Exhibit D attached to this Agreement, or cash or other noncallable Government Obligations
substituted therefor pursuant to Section 4.2 of this Agreement.
Government Obligations means direct, noncallable (a) United States Treasury
Obligations, (b) United States Treasury Obligations - State and Local Government Series,
(c) non-prepayable obligations which are unconditionally guaranteed as to full and timely
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payment of principal and interest by the United States of America or (d) REFCORP debt
obligations unconditionally guaranteed by the United States of America.
Paying Agent means the fiscal agency of the State of Washington, as the paying agent for
the Advance Refunded Bonds.
Refunding Account means the account created by this Agreement to be established, held
and administered by the Escrow Agent pursuant to the provisions of this Agreement.
Refunding Bonds mean, collectively, the Series 2012A Bonds and the Series 2012C
Bonds.
Section 1.2. Other Definitions.
The terms "Agreement," "Port," "Escrow Agent," "Series Resolution," "Verification
Report," "Advance Refunded Bonds," "Series 2012A Bonds" and "Series2012C 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 Advance Refunded Bonds in accordance
with applicable law.
Article 2. Deposit of Funds and Escrowed Securities
Section 2.1. Deposits in the Refunding Account and Costs of Issuance Account.
Concurrently with the sale and delivery of the Refunding Bonds, the Port shall deposit, or
cause to be deposited, with the Escrow Agent, for deposit in a Refunding Account (the
"Refunding Account"), the funds sufficient to purchasethe Escrowed Securities described on
Exhibit D and for deposit in a Costs of Issuance Account (the "Costs of Issuance Account") the
funds sufficient to pay costs of issuance of the Refunding Bonds as defined and described in
Exhibit D, and the Escrow Agent shall, upon the receipt thereof, acknowledge such receipt to the
Port in writing.
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Article 3. Creation and Operation of Refunding Account
and Costs of Issuance Account
Section 3.1. Refunding Account.
(a) Refunding Account. The Escrow Agent has created on its books a special trust
fund and irrevocable escrow to be known as the Refunding Account. The Escrow Agent agrees
that upon receipt it will deposit to the credit of the Refunding Account the funds and the
Escrowed Securities described in Exhibit D. Such deposit, all proceeds therefrom, and all cash
balances on deposit therein (a) shall be the property of the Refunding Account, (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 Advance
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 interest on the Advance Refunded Bonds, any balance then
remaining in the Refunding Account shall be transferred to the Port, and the Escrow Agent shall
thereupon be discharged from any further duties hereunder.
(b) Costs of Issuance Account. The Escrow Agent has created on its books a
special trust fund and irrevocable escrow to be known as the Costs of Issuance Account. The
Escrow Agent agrees that upon receipt it will deposit to the credit of the Costs of Issuance
Account the sum of $___ to pay those costs of issuance set forth on Exhibit D. Such deposit, all
proceeds therefrom, and all cash balances on deposit therein shall be the property of the Costs of
Issuance Account to pay those costs of issuance set forth on Exhibit D upon receipt of invoices.
If any of the $_________ deposit allocated for costs of issuance remains unspent on ________,
2012, the Escrow Agent shall transfer such unspent amount to the Port.
Section 3.2 Payment of Principal and Interest.
The Escrow Agent is hereby irrevocably instructed to transfer to the Paying Agent from
the cash balances from time to time on deposit in the Refunding Account, the amounts required
to pay the principal of the Advance Refunded Bonds at their respective maturity or redemption
dates and interest thereon to such maturity or redemption dates in the amounts and at the times
shown in Exhibit C attached hereto.
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Section 3.3 Sufficiency of Refunding Account.
The Port represents that, based upon the information provided in the Verification Report,
the successive receipts of the principal of and interest on the Escrowed Securities will assure that
the cash balance on deposit from time to time in the Refunding Account will be at all times
sufficient to provide moneys for transfer to the Paying Agent at the times and in the amounts
required to pay the interest on the Advance Refunded Bonds as such interest comes due and the
principal of the Advance Refunded Bonds as the Advance Refunded Bonds are paid on the
optional redemption date set forth in Exhibit E attached hereto. If, for any reason, at any time,
the cash balances on deposit or scheduled to be on deposit in the Refunding Account shall be
insufficient to transfer the amounts required by the Paying Agent to make the payments set forth
in Section 3.2. hereof, the Port shall timely deposit in the Refunding Account, 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 Account or the Port's failure to make additional deposits thereto.
Section 3.4 Trust Fund.
The Escrow Agent or its affiliate, shall hold at all times the Refunding Account, the
Escrowed Securities and all other assets of the Refunding Account, 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 Account 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
Account only as set forth herein. The Escrowed Securities and other assets of the Refunding
Account shall always be maintained by the Escrow Agent as trust funds for the benefit of the
owners of the Advance Refunded Bonds; and a special account thereof shall at all times be
maintained on the books of the Escrow Agent. The owners of the Advance Refunded Bonds
shall be entitled to a preferred claim and first lien upon the Escrowed Securities, the proceeds
thereof, and all other assets of the Refunding Account to which they are entitled as owners of the
Advance Refunded Bonds. The amounts received by the Escrow Agent under this Agreement
shall not be considered as a banking deposit by the Port, and the Escrow Agent shall have no
right to title with respect thereto except as a trustee and Escrow Agent under the terms of this
Agreement. The amounts received by the Escrow Agent under this Agreement shall not be
subject to warrants, drafts or checks drawn by the Port or, except to the extent expressly herein
provided, by the Paying Agent.
Article 4. Limitation on Investments
Section 4.1. Investments.
Except for the initial investment in the Escrowed Securities, and except as provided in
Section 4.2 hereof, the Escrow Agent shall not have any power or duty to invest or reinvest any
money held hereunder, or to make substitutions of the Escrowed Securities, or to sell, transfer, or
otherwise dispose of the Escrowed Securities.
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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 Account, or sell, transfer,
otherwise dispose of or request the redemption of the Escrowed Securities and apply the
proceeds therefrom to purchase Advance 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 Account 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
Advance 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 Refunding Bonds or Advance Refunded
Bonds to be an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code
of 1986, as amended. The Escrowed Securities then held by the Escrow Agent shall not be
released until the Escrow Agent shall have received the substituted Escrowed Securities.
Article 5. Application of Cash Balances
Section 5.1. In General.
Except as provided in Sections 3.2 and 4.2 hereof, no withdrawals, transfers, or
reinvestment shall be made of cash balances in the Refunding Account. Cash balances shall be
held by the Escrow Agent and as cash balances as shown on the books and records of the Escrow
Agent and shall not be reinvested by the Escrow Agent.
Any money or securities remaining on deposit with the Escrow Agent following the
payment and redemption of the Advance Refunded Bonds and the payment of all costs and
expenses thereof shall be remitted promptly to the Port.
Article 6. Redemption of Advance Refunded Bonds
Section 6.1. Call for Redemption.
The Port hereby irrevocably calls the Advance Refunded Bonds for redemption on the
dates shown on Exhibit E and as shown in the Verification Report and on Appendix A attached
hereto.
Section 6.2. Notice of Redemption.
The Escrow Agent agrees to give a notice of redemption and a notice of defeasance of the
Advance Refunded Bonds pursuant to the terms of the resolution authorizing the issuance of the
Advance Refunded Bonds and in substantially the forms attached hereto as Appendix A and
Appendix B, respectively, and as described on said Appendix A and Appendix B by delivering
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the same to the Paying Agent for distribution as described therein. The notice of defeasance
shall be given immediately following the execution of this Agreement, and the notice of
redemption shall be given in accordance with the resolution authorizing the issuance of the
Advance 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
Advance 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 Account and all
proceeds thereof, and such books shall be available for inspection during business hours and
after reasonable notice.
Section 7.2. Reports.
While this Agreement remains in effect, the Escrow Agent monthly shall prepare and
send to the Port a written report summarizing all transactions relating to the Refunding Account
during the preceding month, including, without limitation, credits to the Refunding Account as a
result of interest payments on or maturities of the Escrowed Securities and transfers from the
Refunding Account for payments on the Advance Refunded Bonds or otherwise, together with a
detailed statement of all Escrowed Securities and the cash balance on deposit in the Refunding
Account as of the end of such period.
Article 8. Concerning the Paying Agent and Escrow Agent
Section 8.1. Representations.
The Escrow Agent hereby represents that it has all necessary power and authority to enter
into this Agreement and undertake the obligations and responsibilities imposed upon it herein,
and that it will carry out all of its obligations hereunder.
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 Advance 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 Account.
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 Account 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.
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The recitals herein and in the proceedings authorizing the Series 2012A and Series 2012C
Bonds shall be taken as the statements of the Port and shall not be considered as made by, or
imposing any obligation or liability upon, the Escrow Agent.
The Escrow Agent is not a party to the proceedings authorizing the Series 2012A and
Series 2012C Bonds or the Advance Refunded Bonds and is not responsible for nor bound by
any of the provisions thereof (except as set forth herein and to the extent that the Escrow Agent
may be a place of payment and paying agent and/or a paying agent/registrar therefor). In its
capacity as Escrow Agent, it is agreed that the Escrow Agent need look only to the terms and
provisions of this Agreement.
The Escrow Agent makes no representations as to the value, conditions or sufficiency of
the Refunding Account, or any part thereof, or as to the title of the Port thereto, or as to the
security afforded thereby or hereby, and the Escrow Agent shall not incur any liability or
responsibility in respect to any of such matters.
It is the intention of the parties hereto that the Escrow Agent shall never be required to
use or advance its own funds or otherwise incur personal financial liability in the performance of
any of its duties or the exercise of any of its rights and powers hereunder.
The Escrow Agent shall not be liable for any action taken or neglected to be taken by it in
good faith in any exercise of reasonable care and diligence and believed by it to be within the
discretion or power conferred upon it by this Agreement, nor shall the Escrow Agent be
responsible for the consequences of any error of judgment; and the Escrow Agent shall not be
answerable except for its own neglect or willful misconduct, nor for any loss unless the same
shall have been through its negligence, willful misconduct or bad faith.
Unless it is specifically otherwise provided herein, the Escrow Agent has no duty to
determine or inquire into the happening or occurrence of any event or contingency or the
performance or failure of performance of the Port with respect to arrangements or contracts with
others, with the Escrow Agent's sole duty hereunder being to safeguard the Refunding Account,
to dispose of and deliver the same in accordance with this Agreement. If, however, the Escrow
Agent is called upon by the terms of this Agreement to determine the occurrence of any event or
contingency, the Escrow Agent shall be obligated, in making such determination, only to
exercise reasonable care and diligence, and in event of error in making such determination the
Escrow Agent shall be liable only for its own willful misconduct, bad faith or its negligence. In
determining the occurrence of any such event or contingency the Escrow Agent may request
from the Port or any other person such reasonable additional evidence as the Escrow Agent in its
discretion may deem necessary to determine any fact relating to the occurrence of such event or
contingency, and in this connection may make inquiries of, and consult with, among others, the
Port at any time.
Section 8.3. Compensation.
The Port shall pay to the Escrow Agent fees for performing the services hereunder and
for the expenses incurred or to be incurred by the Escrow Agent in the administration of this
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Agreement pursuant to the terms of the Fee Schedule attached hereto as Appendix B. The
Escrow Agent hereby agrees that in no event shall it ever assert any claim or lien against the
Refunding Account for any fees for its services, whether regular or extraordinary, as Escrow
Agent, or in any other capacity, or for reimbursement for any of its expenses as Escrow Agent or
in any other capacity.
Section 8.4. Successor Escrow Agents.
Any corporation, association or other entity into which the Escrow Agent may be
converted or merged, or with which it may be consolidated, or to which it may sell or otherwise
transfer all or substantially all of its corporate trust assets and business or any corporation,
association or other entity resulting from any such conversion, sale, merger, consolidation or
other transfer to which it is a party, ipso facto, shall be and become successor escrow agent
hereunder, vested with all other matters as was its predecessor, without the execution or filing of
any instrument or any further act on the part of the parties hereto, notwithstanding anything
herein to the contrary.
If at any time the Escrow Agent or its legal successor or successors should become
unable, through operation or law or otherwise, to act as escrow agent hereunder, or if its property
and affairs shall be taken under the control of any state or federal court or administrative body
because of insolvency or bankruptcy or for any other reason, a vacancy shall forthwith exist in
the office of Escrow Agent hereunder. In such event the Port, by appropriate action, promptly
shall appoint an Escrow Agent to fill such vacancy. If no successor Escrow Agent shall have
been appointed by the Port within 60 days, a successor may be appointed by the owners of a
majority in principal amount of the Advance Refunded Bonds then outstanding by an instrument
or instruments in writing filed with the Port, signed by such owners or by their duly authorized
attorneys-in-fact. If, in a proper case, no appointment of a successor Escrow Agent shall be
made pursuant to the foregoing provisions of this section within three months after a vacancy
shall have occurred, the owner of any Refunded Bond may apply to any court of competent
jurisdiction to appoint a successor Escrow Agent. Such court may thereupon, after such notice,
if any, as it may deem proper, prescribe and appoint a successor Escrow Agent.
Any successor Escrow Agent shall be a corporation organized and doing business under
the laws of the United States or the State of Washington, authorized under such laws to exercise
corporate trust powers, having a combined capital and surplus of at least [$50,000,000] and
subject to the supervision or examination by federal or state authority.
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.
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The obligations assumed by the Escrow Agent pursuant to this Agreement may be
transferred by the Escrow Agent to a successor Escrow Agent if (a) the requirements of this
Section 8.4 are satisfied; (b) the successor Escrow Agent has assumed all the obligations of the
Escrow Agent under this Agreement; and (c) all of the Escrowed Securities and money held by
the Escrow Agent pursuant to this Agreement have been duly transferred to such successor
Escrow Agent.
Article 9. Miscellaneous
Section 9.1. Notice.
Any notice, authorization, request, or demand required or permitted to be given
hereunder shall be in writing and shall be deemed to have been duly given when mailed by
registered or certified mail, postage prepaid addressed to the Port or the Escrow Agent at the
address shown on Exhibit A attached hereto. The United States Post Office registered or
certified mail receipt showing delivery of the aforesaid shall be conclusive evidence of the date
and fact of delivery. Any party hereto may change the address to which notices are to be
delivered by giving to the other parties not less than ten days prior notice thereof.
Section 9.2. Termination of Responsibilities.
Upon the taking of all the actions as described herein by the Escrow Agent, the Escrow
Agent shall have no further obligations or responsibilities hereunder to the Port, the owners of
the Advance 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
Advance 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.
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Section 9.6. Time of the Essence.
Time shall be of the essence in the performance of obligations from time to time imposed
upon the Escrow Agent by this Agreement.
Section 9.7. Notice to Moody's and S&P.
In the event that this Agreement or any provision thereof is severed, amended or revoked,
the Port shall provide written notice of such severance, amendment or revocation to Moody's
Investors Service at 7 World Trade Center, 250 Greenwich Street, New York, NY 10007,
Attention: Public Finance Rating Desk/Refunded Bonds and to Standard & Poor's Ratings
Service, a Division of The McGraw Hill Companies, 55 Water Street, New York, New York
10041, Attention: Public Finance Rating Desk/ Refunded Bonds.
Section 9.8. Amendments.
This Agreement shall not be amended except to cure any ambiguity or formal defect or
omission in this Agreement. No amendment shall be effective unless the same shall be in
writing and signed by the parties thereto. No such amendment shall adversely affect the rights of
the holders of the Advance Refunded Bonds. No such amendment shall be made without first
receiving written confirmation from the rating agencies, (if any) which have rated the Advance
Refunded Bonds that such administrative changes will not result in a withdrawal or reduction of
its rating then assigned to the Advance 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 Advance Refunded Bonds.
EXECUTED as of the date first written above.
PORT OF SEATTLE
Chief Financial and Administrative Officer
__________________________
as Authorized Signer
Exhibit A - Addresses of the Port and the Escrow Agent
Exhibit B - Description of the Advance Refunded Bonds
Exhibit C - Schedule of Debt Service on Refunded Bonds
Exhibit D - Description of Beginning Cash Deposit (if any) and Escrowed Securities
Exhibit E - Refunding Account Cash Flow
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Appendix A - Notice of Redemption
Appendix B - Notice of Defeasance
Appendix C - Fee Schedule
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EXHIBIT A
Addresses of the Port and Escrow Agent
Port: Port of Seattle
2711 Alaskan Way
Pier 69
Seattle, WA 98121
Attention: Chief Financial and Administrative Officer
Escrow Agent: The Bank of New York Mellon Trust Company, N.A.
Two Union Square
601 Union Street
Suite 520
Seattle, WA 98101
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EXHIBIT B
THE ADVANCE REFUNDED BONDS
Port of Seattle Subordinate Lien Revenue Bonds, Series 1999A
Maturity Dates
(September 1) Principal Amounts Interest Rates
2021 $ 15,170,000 5.250%
2022 15,965,000 5.250
2024 24,450,000 5.000
2024 10,000,000 4.750
Port of Seattle Subordinate Lien Revenue Bonds, Series 1999B
Maturity Dates
(September 1) Principal Amounts Interest Rates
2013 $ 9,885,000 5.500%
2014 10,430,000 5.500
2015 11,005,000 5.500
2016 8,525,000 5.500
Port of Seattle Revenue Bonds, Series 2001D
Maturity Dates
(November 1) Principal Amounts Interest Rates
2013 $ 5,485,000 5.750%
2014 5,805,000 5.750
2015 6,140,000 5.750
2016 6,490,000 5.750
2017 6,885,000 5.750
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Port of Seattle Revenue Bonds, Series 2003A
Maturity Dates
(July 1) Principal Amounts Interest Rates
2015 $ 9,435,000 5.250%
2016 9,930,000 5.250
2017 10,455,000 5.250
2018 11,005,000 5.250
2033 87,505,000 5.000
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EXHIBIT C
Schedule of Debt Service on the Advance Refunded Bonds
Principal/
Redemption
Date Interest Price Total
$ $ $
Totals: $ $ $
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EXHIBIT D
Escrow Deposit
I. Cash
II. Other Obligations
Principal
Description Maturity Date Amount Interest Rate Total Cost
$ % $
$ -- $
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EXHIBIT E
Refunding Account Cash Flow
Total Cash Reinvestment In Adjusted Cash
Receipts From Zero-Coupon Receipts From Cash
U.S. Treasury U.S. Treasury SLGS U.S. Treasury Disbursements Cash
Date Securities (Investments) Maturities From Escrow From Escrow Balance
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APPENDIX A-1
NOTICE OF REDEMPTION*
Port of Seattle
[Name of Refunded Bonds]
NOTICE IS HEREBY GIVEN that the Port of Seattle has called for redemption on
_______ 1, ____, its outstanding Revenue Bonds, ____ (the "Bonds").
The Bonds will be redeemed at a price of _________ percent (____%) of their principal
amount, plus interest accrued to _______ 1, ____. The redemption price of the Bonds is payable
on presentation and surrender of the Bonds at the office of:
The Bank of New York Wells Fargo Bank, National
Fiscal Agency Department Association
Ground Floor -or- Any branch in the State of
101 Barclay Street Washington
7 East
New York, NY 10286
Interest on all Bonds or portions thereof which are redeemed shall cease to accrue on
_______ 1, ____.
*
This notice shall be given not more than 60 nor less than 30 days prior to _______ 1, ____ by first class
mail to each registered owner of the Refunded Bonds. In addition notice shall be mailed at least 35 days prior to
_______ 1, ____ to The Depository Trust Company, New York, New York; [Underwriter of Refunded Bonds;]
[Insurer of Refunded Bonds;] Moody's Investors Service and Standard & Poor's; and to each Nationally Recognized
Municipal Securities Information Repository
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The following Bonds are being redeemed:
Maturity Years Interest Principal
(_______ 1) Rates Amounts CUSIP Nos.
$ %
By Order of the Port of Seattle
The Bank of New York, as Paying Agent
Dated: .
Under the Interest and Dividend Tax Compliance Act of 1983, payor may be required to
withhold 28% of the redemption price from any Bondowner who fails to provide to payor and
certify under penalties of perjury, a correct taxpayer identifying number (employer identification
number or social security number, as appropriate) or an exemption certificate on or before the
date the Bonds are presented for payment. Bondowners who wish to avoid the application of
these provisions should submit a completed Form W-9 when presenting their Bonds.
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APPENDIX B-1
Notice of Defeasance1
Port of Seattle
[Name of Refunded Bonds]
NOTICE IS HEREBY GIVEN to the owners of that portion of the above captioned bonds
with respect to which, pursuant to an Escrow Agreement dated ____________, by and between
the Port of Seattle (the "Port") and _________________ (the "Escrow Agent"), the Port has
deposited into an escrow account, held by the Escrow Trustee, cash and non-callable direct
obligations of the United States of America, the principal of and interest on which, when due,
will provide money to pay each year, to and including the respective maturity or redemption
dates of such bonds so provided for, the principal thereof and interest thereon (the "Defeased
Bonds"). Such Defeased Bonds are therefore deemed to be no longer outstanding pursuant to
Section ______ of Resolution No. ____ of the Port authorizing the Defeased Bonds, but will be
paid by application of the assets in such escrow.
The Defeased Bonds are described as follows:
Port of Seattle
_____________________
(Dated ________________)
Maturity Date Par Amount Call Date
(_________1) Defeased Interest Rate (at 100%) CUSIP Nos.
Year* $ %
[*New CUSIP numbers have been assigned to these bonds.]
1 *
This notice shall be given immediately by first class mail to each registered owner of the Defeased Bonds and to
each Nationally Recognized Municipal Securities Information Repository.
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Bond Numbers of __________ Defeased Bonds
Information for Individual Registered Owner
The addressee of this notice is the registered owner of Bond Certificate No. _____ of the
Defeased Bonds described above, which certificate is in the principal amount of $_________.
Of that principal amount, $__________ has been defeased as described above.
New CUSIP numbers have been assigned to maturities of the Defeased Bonds designated
above with an asterisk (*). Such Defeased Bonds must be submitted to the Fiscal Agent for the
State of Washington for reissue with the appropriate CUSIP number(s). If your bond has been
assigned a new CUSIP number, please submit it to the address listed below along with a copy of
this notice.
The Bonds should be presented as follows:
IF BY MAIL: IF BY HAND:
The Bank of New York The Bank of New York
Fiscal Agency Department Fiscal Agency Department
101 Barclay Street - 7E 101 Barclay Street
New York, New York 10286 Main Floor Window
New York, New York 10007
[Date]
_____________________, as Escrow Trustee
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APPENDIX C
Fee Schedule
Escrow Agent Fee: $_________
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CERTIFICATE
I, the undersigned, Secretary of the Port Commission (the "Commission") of the Port of
Seattle (the "Port"), DO HEREBY CERTIFY:
1. That the attached resolution numbered _____ (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 ______, 2012, 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 ____, 2012.
Secretary
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