PORT OF SEATTLE 
MEMORANDUM 

COMMISSION AGENDA                 Item No.      6c 
ACTION ITEM                 Date of Meeting  September 11, 2012 

DATE:    August 31, 2012 
TO:      Tay Yoshitani, Chief Executive Officer 
FROM:    Elizabeth Morrison, Sr. Manager Corporate Finance 
SUBJECT:  Resolution No. 3667, Approving the Issuance by the Industrial Development
Corporation (IDC) of the Port of Seattle of its Special Facilities Revenue
Refunding Bonds, 2012 (Delta Air Lines, Inc. Project). 

ACTION REQUESTED: 
Request First and Second Reading and Final Passage of Resolution No. 3667: A Resolution of
the Port Commission of the Port of Seattle approving the issuance by the Industrial Development
Corporation of the Port of Seattle of its Special Facilities Revenue Refunding Bonds, Series 2012
(Delta Air Lines, Inc. Project) in a principal amount not to exceed $75,000,000 for the purpose of
refunding the Development Corporation's Special Facilities Revenue Bonds, 2001 (Northwest
Airlines, Inc. Project); and approving the resolution of said Development Corporation
authorizing said bonds and other documentation in connection with the issuance of said bonds.
The Resolution also authorizes the Chief Executive Officer or the Chief Financial and
Administrative Officer to execute documents related to the 2012 bonds on behalf of the Port. 
BACKGROUND: 
In May 2001, under Resolution No. 3424, the Port of Seattle approved the issuance of the 2001 
bonds by the IDC for leasehold acquisition and construction of a two-bay wide-body
maintenance hangar facility and cargo handling and ground service equipment maintenance
facilities by Northwest Airlines at Sea-Tac International Airport in the amount of $64,300,000.
The 2001 bonds were nonrecourse to the Port and to the IDC. The Port of Seattle, as the creating
municipality of the IDC, was required by state law to approve agreements by the IDC to issue
2001 bonds. 
When Delta Air Lines and Northwest Airlines merged in 2008, Delta assumed the hangar lease
and the obligations for the 2001 bonds. Delta has now applied to the IDC to refund the entire
outstanding principal balance of the 2001 bonds ($64,300,000) for the purpose of reducing
interest costs over the life of the bonds. The 2012 bonds will have a final maturity in 2030;
consistent with the 2001 bonds. Bond proceeds will be used solely to refund the 2001 bonds and
to pay any costs associated with the issuance of the 2012 bonds; there will be no additional
proceeds. Delta Air Lines has submitted a letter supporting this transaction.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
August 31, 2012 
Page 2 of 2 

The structure of the transaction is identical to that of the 2001 bonds. The 2012 bonds authorized
in IDC Resolution No. 80 are nonrecourse to the Port and to the IDC. The 2012 bonds are
structured using a Sublease of the property by Delta to the IDC and a Financing Lease of the
property by the IDC back to Delta. Lease payments from Delta under the Financing Lease will
be assigned to the Trustee who will make debt service payments to the bondholders. Delta's
obligations under the Financing Lease will be secured by a Leasehold Deed of Trust by Delta in
favor of the IDC, to be assigned to the Trustee, of Delta's leasehold interest under the Port
hangar lease and the Project. In a separate Guaranty Agreement, Delta Air Lines will provide the
Trustee a guarantee of payment of debt service on the bonds; the IDC is not a party to that
agreement. All costs associated with this transaction are paid by Delta and Delta selects the
underwriter and Trustee. Delta also pays the costs of the Port's bond counsel and pays a fee to
the IDC. The IDC fee is calculated based on the final bond sale and estimated to be
approximately $150,000. 
The 2012 bonds are expected to be issued as fixed rate bonds in minimum denominations of
$100,000 with one or more maturities. The 2012 bonds will be Private Activity Bonds exempt
from regular federal income tax, but subject to alternative minimum tax (AMT). Bond pricing is
expected to occur the week of September 17, 2012. Delta selected Citigroup Global Markets Inc.
to serve as underwriter on the bonds, U.S. Bank as the Trustee, and K&L Gates LLP as bond
counsel on the transaction. 
RESOLUTION NO. 3667: 
Resolution No. 3667, when adopted, approves the adoption by the IDC of IDC Resolution
No. 80 authorizing the issuance and sale of its Special Facilities Revenue Refunding Bonds,
Series 2012 (Delta Air Lines Inc. Project); approving the documentation in connection with the
issuance of said bonds; appointing a trustee; and providing for other matters relating thereto.
The resolution also authorizes the Chief Executive Officer or Chief Financial and Administrative
Officer to execute documents related to the 2012 bonds on behalf of the Port. An IDC meeting is
scheduled to be held on September 11, 2012. 
OTHER DOCUMENTS ASSOCIATED WITH THIS REQUEST: 
Resolution No. 3667 
Letter from Delta Air Lines dated August 20, 2012 
PREVIOUS COMMISSION ACTIONS OR BRIEFINGS: 
August 14, 2012  The Commission received a preliminary briefing on the bond
refunding.