PORT OF SEATTLE 
MEMORANDUM 

COMMISSION AGENDA    Item No.   6d
Date of Meeting    June 1, 2010
DATE:   May 14, 2010
TO:     Tay Yoshitani, Chief Executive Officer
FROM:   Elizabeth Morrison, Sr. Manager, Corporate Finance
SUBJECT: First Reading of Resolution No. 3637 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 $350,000,000 -
$600,000,000 *.
*Preliminary, subject to change 

ACTION REQUESTED: 
First Reading of Resolution No. 3637 authorizing the issuance and sale of Intermediate Lien
Revenue Bonds, Series 2010 in the aggregate principal amount of not to exceed $350,000,000-
$600,000,000 (preliminary) 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 Bonds, Series 2010, in
an amount estimated at between $350 million to $600 million (including a reserve fund and cost of
issuance) to refund existing debt 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.
On May 11, the Commission was briefed on the recommended issuance of Intermediate Lien
Revenue 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.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer
May 14, 2010
Page 2 of 4

Proceeds of the Bonds will be used to fund approximately $146,000,000 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. As part of the
Port's on-going debt management, staff looks for opportunities to reduce interest costs by
refunding bonds at lower interest rates. Candidates for refunding are identified in Exhibit B. In
addition, the Port may choose to refund for other reasons such as risk management. Staff, in
consultation with the Port's financial advisor and bond counsel, is evaluating the refunding of
Subordinate Lien Revenue Bonds, Series 2005 from variable rate demand bonds to fixed rate
bonds in order to reduce the Port's exposure to letter-of-credit bank risk.
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 Airport related.

RESOLUTION NO. 3637: 
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.
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 2.
Resolution No. 3637 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, further Commission action would
be required.

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer
May 14, 2010
Page 3 of 4

Upon adoption, Resolution No. 3637 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.

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
Electrical Ground Service Equipment                5.6
Other Terminal Improvements                   20.7 
145.7
Note: Amounts reflect update as of Quarter 1, 2010

Exhibit B 
Potential Refunding Candidates
Bond Series          Refunded Par ($ mil.)     Purpose     Savings Rate (1)
1998A First Lien            25.4          Savings        8.8
2000B First Lien            128.2         Savings         6.1
2001B First Lien            108.5         Savings         1.0
1998 A&B PFC          165.1       Savings       6.8
2005 Subordinate Lien        62.9       Risk Avoidance      N/A
Total                   490.1
(1) Subject to market changes

COMMISSION AGENDA 
Tay Yoshitani, Chief Executive Officer
May 14, 2010
Page 4 of 4

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

PREVIOUS COMMISION ACTIONS OR BRIEFINGS: 
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