PORT OF SEATTLE 
MEMORANDUM 

COMMISSION AGENDA             Item No.      6a 
Date of Meeting     June 22, 2010 
DATE:    June 16, 2010 
TO:      Tay Yoshitani, Chief Executive Officer 
FROM:    Elizabeth Morrison, Sr. Manager, Corporate Finance 
Diane Campbell, Sr. Financial Analyst 
SUBJECT:  Resolution No. 3637, as amended, authorizing the issuance and sale of
Intermediate Lien Revenue Bonds and Revenue Refunding Bonds, in multiple
series in the aggregate principal amount of not to exceed $600,000,000. 

ACTIONS REQUESTED: 
1.  Amend Resolution No. 3637. 
2.  Second Reading and Final Passage of Resolution No. 3637, as amended, authorizing the
issuance and sale of Intermediate Lien Revenue and Refunding Bonds, Series 2010 in the
aggregate principal amount of not to exceed $600,000,000 to refund existing debt and to
fund a portion of the five-year Capital Improvement Program at Seattle-Tacoma
International Airport. 
SYNOPSIS: 
Commission authorization is requested to issue Intermediate Lien Revenue and Refunding Bonds,
Series 2010, in an amount not to exceed $600,000,000 (including a reserve fund, capitalized
interest and cost of issuance) to refund existing debt for an estimated present value savings of $10
million, to reduce the Port's exposure to letter-of-credit (LOC) banks and to fund a portion of the
five-year Capital Improvement Program at Seattle-Tacoma International Airport. No Bond
proceeds may be expended on projects without appropriate Commission Authorization. Bond
proceeds may be used for other projects if such use is in compliance with tax regulations and Port
policy. 
BACKGROUND:
The 2010-2014 Draft Plan of Finance, presented to the Commission on November 10, 2009, 
included the issuance of new Revenue Bonds which, along with other sources, will fund the fiveyear
Capital Improvement Program (CIP) at the Seattle-Tacoma International Airport. The
financial impacts of the CIP and the anticipated bond funding were included in the Airport's
long-term forecast of financial results and cost per enplaned passenger.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
June 8, 2010 
Page 2 of 5 

On May 11, the Commission was briefed on the recommended issuance of Intermediate Lien
Revenue and Refunding Bonds, Series 2010 (the Bonds) to provide a portion of the funding
needs for the Airport CIP and to refund certain outstanding bonds for interest savings. 
Proceeds of the Bonds will be used to fund approximately $140,000,000 of capital projects. A
list of projects and the current estimate of Bond funding is attached in Exhibit A. No Bond
proceeds may be expended on projects without appropriate project authorization. Bond proceeds
may be used for other projects if such use is in compliance with tax regulations and Port policy. 
Proceeds of the Bonds will also be used to refund certain outstanding bonds. At this time, staff
recommends refunding the following: 
First Lien Revenue Bonds, Series 1998A and 2000B  refund for savings. The total
amount to be refunded is $153.6 million. At current rates, the present value savings is
estimated to be $10.1 million (nominal savings is $13.2 million). This translates into an
annual savings of approximately 5 cents for each enplaned passenger at SeaTac Airport.
Subordinate Lien Revenue Bonds, Series 2005  refund for risk avoidance. The bonds
are currently backed by and LOC provided by Fortis/BNP Paribas which expires in
August, 2010. The current low fee and low interest rates have resulted in a low cost of
capital for variable rate bonds, but the LOC market has changed significantly in the past
two years. Changes include higher fees and additional terms and conditions imposed on
the Port. While variable rate debt continues to be a useful debt management and assetliability
management tool, the use of LOCs currently poses challenges and staff
recommends that this particular bond issue be refunded as long-term fixed rate debt. 
The list of refunding candidates previously presented is listed in Exhibit B and includes the
current refunding plan. 
The Bonds will be issued as fixed rate, intermediate lien revenue bonds substantially similar to
the Series 2005 and 2006 Intermediate Lien Revenue Bonds and are payable from Available
Intermediate Lien Revenues (revenues available after the payment of debt service on the Port's
First Lien bonds and any required deposits to the debt service reserves for First Lien bonds).
Consistent with the lien structure discussed with the Commission on May 11, 2010, the refunded
bonds are being refunded as Intermediate Lien bonds because they are primarily Airport related. 

RESOLUTION NO. 3637, as amended: 
The Bonds will be issued in multiple series based on their tax status: governmental purpose
bonds exempt from all federal income tax, private activity bonds exempt from regular federal
income tax, but subject to the Alternative Minimum Tax (AMT) and private activity exempt
from all federal tax under the "AMT holiday" provided in the economic stimulus bill of 2009.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
June 8, 2010 
Page 3 of 5 

Because one or more series of the Bonds will be private activity bonds, the Port is required to
hold a Tax Equity and Fiscal Responsibility Act (TEFRA) hearing; the hearing is scheduled for 
June 21.
Resolution No. 3637, as amended, provides for a contribution to the Intermediate Lien Reserve
Account, which when added to the contributions for existing Intermediate Lien Bonds will be 
sufficient to meet the Intermediate Lien Reserve Requirement. The Requirement equals average
annual debt service on all outstanding Intermediate Lien Bonds including the Bonds. 
The Resolution delegates to the Port's Chief Executive Officer the authority to approve interest
rates, maturity dates, redemption rights, interest payment dates, and principal maturities for the
Bonds (these are generally set at the time of pricing and dictated by market conditions at that
time). Commission parameters that limit the delegation in the form of a maximum interest rate,
maximum bond size and expiration date for the delegated authority will be established at Second
Reading. If the Bonds cannot be sold within these parameters prior to September 20, 2010,
further Commission action would be required. 
The Resolution is amended as follows: 
Establish the delegation parameters: 
o  Maximum size: $ 600,000,000 
o  Maximum interest rate: 5.75% 
o  Minimum savings rate: 2.75% 
Appoint the Bank of New York Trust Company, N.A., as escrow agent 
Minor administrative changes to clarify languages or correct minor errors 
Upon adoption, Resolution No. 3637, as amended, will authorize the Designated Port
Representative (the Chief Executive Officer or the Chief Financial Officer) to approve the Bond
Purchase Contract, the Official Statement, escrow agreement, pay the cost of issuance and take
other action appropriate for the prompt execution and delivery of the Bonds. The Bonds will be
sold through negotiated sale to Morgan Stanley & Co. Inc., Barclays Capital, Goldman Sachs &
Co. and Seibert Brandford Shank & Co., LLC. Seattle Northwest Securities Corporation, Inc. is
serving as Financial Advisor on the transaction.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
June 8, 2010 
Page 4 of 5 

Exhibit A 
Bond Projects ($ mil.) 
Airfield pavement                             17.9 
Storm water and sewer pipes                      3.5 
Baggage handling improvements                  13.0 
Vertical circulation renewal and replacement            79.0 
Preconditioned Air                             6.0 
Other Airport Improvements                     20.7 
140.1 
Note: Amounts reflect update as of Quarter 1, 2010 

Exhibit B 
Potential Refunding Candidates 
Bond Series          Refunded     Purpose          Current Plan 
Par ($ mil.) 
2010 Bonds 
1998A First Lien          25.4       Savings    Refund now 
2000B First Lien         128.2      Savings     Refund now 
2005 Subordinate Lien      62.9    Risk Avoidance Refund Now 
Potential for 2010Bonds
2001B First Lien         108.5      Savings     Monitor for refunding when
savings target achieved  
possibly refund now 
Future Refunding 
1998 A&B PFC        165.1     Savings    Refund as PFC bonds

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer 
June 8, 2010 
Page 5 of 5 

OTHER DOCUMENTS ASSOCIATED WITH THIS REQUEST: 
Resolution No. 3637, as amended, Intermediate Lien Series Resolution. 

PREVIOUS COMMISION ACTIONS OR BRIEFINGS: 
June 1, 2010-Commission approved First Reading of Resolution No. 3637 
May 11, 2010- Commission Briefing on Intermediate Lien Revenue Bonds, Series 2010 
November 10, 2009-Commision Briefing on the 2010-2014 Draft Plan of Finance