Reso 3619

SERIES RESOLUTION
PORT OF SEATTLE

RESOLUTION NO. 3619, AS AMENDED
A RESOLUTIOIV of the Port Commission of the Port of Seattle
authorizing the issuance and sale of Revenue Bonds, Series 2009A
and Series 2009B, in the aggregate principal amount of not to
exceed $425,000,000 for the purposes of financing the design,
construction and equipping of the Consolidated Rental Car Facility
and related Project elements; fixing the date, forms, and maximum
true interest cost for the Series 2009 Bonds; authorizing the Chief
Executive Officer of the Port to approve the interest rates, maturity
dates, redemption rights and principal amounts for the Series 2009
Bonds under the terms and conditions set forth herein; providing
for ongoing disclosure; and providing for a negotiated sale of the
Series 2009  Bonds  to  Barclays  Capital     Inc.,  Goldman,
Sachs & Co., Morgan Stanley & Co. Incorporated, and Siebert
Brandford Shank & Co., LLC.

ADOPTED: JuW
4
,2009
Prepared by:
K&L PRESTON GATESELLISLLP
Seattle, Washington

Port of Seattle
Resolution No.3619. As Amended
Table of contents*
Page
Section 1.     Definitions ............................................................................................................3
Section 2.     Plan of Finance ................................................................................................... 12
Section 3.     Authorization of Series 2009 Bonds...................................................................13
Section 4.     Bond Details .......................................................................................................14
Section 5.     Redemption and Purchase ..................................................................................16
Section 6.     Registration. Exchange and Payments................................................................20
Section 7.     Series 2009 Bond Fund and Series 2009A Reserve Requirements .................... 25
Section 8.     Defeasance..........................................................................................................35
Section 9.     Disposition of Series 2009A and Series 2009B Bond Proceeds ........................36
Section 10.   Tax Covenants ....................................................................................................39
Section 11.   Lost. Stolen. Mutilated or Destroyed Series 2009 Bonds................................... 39
Section 12.   Forms of Series 2009 Bonds and Registration Certificate .................................40
Section 13.   Execution ............................................................................................................43
Section 14.   Additional Covenant; Defaults and Remedies....................................................44
Section 15.   Sale of Series 2009 Bonds ..................................................................................45
Section 16.   Compliance with Parity Conditions....................................................................48
Section 17.   Undertaking to Provide Ongoing Disclosure......................................................48
Section 1 8.    Bond Insurance ...................................................................................................49
Section 19.   Severability .........................................................................................................49
Section 20.   Effective Date .....................................................................................................50




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.
RESOLUTION NO. 3619, AS AMENDED
A RESOLUTION of the Port Commission of the Port of Seattle
authorizing the issuance and sale of Revenue Bonds, Series 2009A
and Series 2009B, in the aggregate principal amount of not to
exceed $425,000,000 for the purposes of financing the design,
construction and equipping of the Consolidated Rental Car Facility
and related Project elements; fixing the date, forms, and maximum
true interest cost for the Series 2009 Bonds; authorizing the Chief
Executive Officer of the Port to approve the interest rates, maturity
dates, redemption rights and principal amounts for the Series 2009
Bonds under the terms and conditions set forth herein; providing
for ongoing disclosure; and providing for a negotiated sale of the
Series2009  Bonds  to  Barclays  Capital    Inc.,  Goldman,
Sachs & Co., Morgan Stanley & Co. Incorporated, and Siebert
Brandford Shank & Co., LLC.
WHEREAS, the Port of Seattle (the "Port"),  a municipal corporation of the State of
Washington, owns and operates a system of marine terminals and aviation facilities that are in
need of capital expansion and improvement; and
WHEREAS, to undertake the herein defined "Project," the Port has determined to issue
two series of revenue bonds (hereinafter defined as the "Series 2009A Bonds" and 2009B
Bonds"); and
WHEREAS, the Port has issued and currently has outstanding twelve series of first lien
Currently
Resolution      Date of                   Original        Outstanding          Final
Number       Issue      Series   Principal Amt.    (0510 112009)    Maturity Dates
73,180,000    $ 28,805,000       0610 112017
221,590,000     183,015,000       0210 112024
28,085,000        6,765,000       0210 11201 1
176,105,000     176,105,000       0410 112031
25 1,380,000      2 17,785,000        0410 112024
12,205,000       12,205,000       12/01/2014
68,580,000       49,760,000        11/01/2017
190,470,000     188,190,000       0710 112033
164,900,000     153,875,000       0710 112029
24,710,000       19,105,000       0610 112017
27,880,000       27,880,000        1010112032
200,115,000      198,215,000       1010112032
(the "Outstanding Parity Bonds"); and
WHEREAS, each of the resolutions authorizing the issuance of the Outstanding Parity
Bonds permits the Port to issue its revenue bonds having a lien on Net Revenues (as such term is
defined in the Master Resolution) on a parity with the lien thereon of the Outstanding Parity
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 interest rates, maturity dates, redemption
rights, interest payment dates, and principal amounts under such terms and conditions as are
approved by resolution; and
WHEREAS, it is necessary that the date, form, maximum aggregate principal amount for
all bonds to be issued pursuant to this series resolution (hereinafter together defined as the
"Series 2009 Bonds"), and the maximum true interest cost of the Series 2009 Bonds be fixed,
that the determination of maturities, interest rates, redemption rights and principal amount of

each series, and that the lien thereof on the Net Revenues of the Port be established as herein
provided; and
WHEREAS, it is deemed necessary and desirable that the Series 2009 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 Master Resolution shall have
the meanings set forth in the Master Resolution. In addition, the following terms shall have the
following meanings in this series resolution:
Annual Disclosure Report has the meaning given such term in Section 17 of this series
resolution.
Beneficial Owner means any person that has or shares the power, directly or indirectly,
to make investment decisions concerning ownership of any Series 2009 Bonds (including
persons holding Series 2009 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 cornrnitment(s) of the Bond Insurer, if any, to
insure one or more series, or certain principal maturities thereof, of the Series 2009 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 2009 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 2009 Bonds pursuant to the
Bond Insurance Commitment.
Bond Purchase Contracts means the Bond Purchase Contract or separate purchase
contract(s) for Series 2009 Bonds of each series, providing for the purchase of the Series 2009
Bonds by the Underwriters and setting forth certain terms authorized to be approved by the Chief
Executive Officer as provided in Section 15 of this series resolution.
Bond Register means the registration records for the Series 2009 Bonds maintained by
the Registrar.
Bus Maintenance Facility means and refers to all or a portion of a facility to be
constructed by the Port on Port-owned property that will be used for the repair, maintenance and
fbeling of buses utilized in the operation of the Common Transportation System.  The Bus
Maintenance Facility is a component of the Common Transportation System.
Chief Executive Officer means the Chief Executive Officer of the Port, or any successor
to the functions of his office.
Code means the Internal Revenue Code of  1986, as amended, together with
corresponding and applicable final, temporary or proposed regulations or revenue rulings issued
or amended with respect thereto by the U.S. Treasury Department or .the Internal Revenue
Service, to the extent applicable to the Series 2009 Bonds.
Commission means the Commission of the Port, or any successor thereto as provided by
law.
Common Transportation System means and refers to the system of equipment and
associated improvements by which rental car customers will be transported to and from the

Airport terminals fromlto the Consolidated Rental Car Facility.  The Common Transportation
System will include the Bus Maintenance Facility and other real and personal' property and may
include allocable portions of other Airport operation components.
Consolidated Rental Car Facility means the consolidated rental car facility being
financed, designed and planned and to be constructed and equipped by the Port.
Consolidated Rental  Car Facility Site means that parcel  of land on which the
Consolidated Rental Car Facility is to be constructed.
Construction Fund-2009A  means the account of that name maintained within the CFC
Fund pursuant to Section 9(a) of this resolution.
Construction Fund-2009B  means the account of that name maintained within the CFC
Fund pursuant to Section 9(b) of this resolution.
Continuing Disclosure Certificate means the undertaking for ongoing disclosure
executed by the Port pursuant to Section 17 of this series resolution.
Default has the meaning given such term in Section 14(b) of this series resolution.
Designated Port Representative means the Chief Executive Officer of the Port, the
Deputy Chief Executive Officer of the Port or the Chief Financial 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
2009 Bonds pursuant to Section 6 hereof.
Federal Tax CertijZcate 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 2009A
Bonds.
Fitch means Fitch Ratings, Inc., organized and existing under the laws of the State of
Delaware, its successors and their assigns, and, if such organization shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating agency, Fitch shall be
deemed to refer to any other nationally-recognized securities rating agency (other than S&P or
Moody's) designated by the Designated Port Representative.
Future Parity Bonds means those revenue bonds or other revenue obligations that are
issued by the Port in the future as Parity Bonds.
Government Obligations has the meaning given to such term in RCW Chapter 39.53, as
amended.
Letter of Representations means the blanket issuer letter of representations from the Port
to DTC, dated August 28, 1995.
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.
Moody's means Moody's Investors Service, Inc., a corporation duly organized and
existing under and by virtue of the laws of the State of Delaware, and its successors and assigns,
except that if such corporation shall be dissolved or liquidated or shall no longer perform the
functions of a securities rating agency, then the term Moody's shall be deemed to refer to any

other nationally recognized securities rating agency (other than Fitch or S&P) selected by the
Designated Port Representative.
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.emina.msrb.org.
Outstanding Parity Bonds means, collectively, the Port's outstanding Revenue Bonds,
Series 1994A  issued  pursuant  to  Resolution  No. 3155,  as  amended,  Revenue  Bonds,
Series 1996B  issued  pursuant  to  Resolution  No. 3215,  as  amended;  Revenue  Bonds,
Series 1997A issued pursuant to Resolution No. 3242, as amended; Revenue Refunding Bonds,
Series 1998A  issued  pursuant  to  Resolution  No. 3275,  as  amended;  Revenue  Bonds,
Series 2000A and Series 2000B and Revenue Refunding Bonds, Series 2000D issued pursuant to
Resolution No. 343 0, as amended; Revenue Bonds, Series 2001 A and Series2001 B and Revenue
Refunding Bonds, Series 2001C issued pursuant to Resolution No. 3462, as amended and
Resolution No. 3467, as amended; Revenue Bonds, Series 2003A and Series 2003B issued
pursuant to Resolution No. 3509, as amended; and Revenue Bonds, Series 2004 issued pursuant
to Resolution No. 3528, as amended, Revenue Bonds, Series 2007A and Series 2007B issued
pursuant to Resolution No. 3576.
Port means the Port of Seattle, a municipal corporation of the State of Washington, as
now or hereafter constituted, or the corporation, authority, board, body, commission, department
or officer succeeding to the principal functions of the Port or to whom the powers vested in the
Port shall be given by law.
Project means the 2009A Project and the 2009B Project.
Qualified Insurance means any non-cancelable municipal bond insurance policy or
surety bond issued by any insurance company licensed to conduct an insurance business in any
state of the United States (or by a service corporation acting on behalf of one or more such
insurance companies) (i) which insurance company or companies, as of the time of issuance of
such policy or surety bond, are rated in one of the two highest Rating Categories by one or more
of the Rating Agencies for unsecured debt or insurance underwriting or claims paying ability or
(ii) by issuing its policies causes obligations insured thereby to be rated in one of the two highest
Rating Categories by one or more of the Rating Agencies.
Qualified Letter of Credit means any irrevocable letter of credit issued by a financial
institution, which institution maintains an office, agency or branch in the United States and as of
the time of issuance of such letter of credit, is rated in one of the two highest long-term Rating
Categories by one or more of the Rating Agencies.
Rating Agency means Fitch, Moody's or S&P.
Rating Category means the generic rating categories of a Rating Agency, without regard
to any refinement or gradation of such rating category by a numerical modifier or otherwise.
Registered Owner means the person named as the registered owner of a Series 2009
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 2009
Bonds, maintaining the Bond Register and effecting transfer of ownership of the Series 2009
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 SEC under the Securities Exchange Act
of 1934, as amended from time to time.
S&P means Standard & Poor's Ratings Services, a Division of The McGraw-Hill
Companies, and its successors and assigns, except that if such corporation shall be dissolved or
liquidated or shall no longer perform the functions of a securities rating agency, then the term
S&P shall be deemed to refer to any other nationally recognized securities rating agency (other
than Moody's orFitch) selected by the Designated Port Representative.
Series 2009 Bonds means, collectively, the Series 2009A Bonds and 2009B Bonds.
Series 2009A Bond Fund means the Port of Seattle Revenue Bond Fund, Series 2009A
created in the office of the Treasurer by Section 7(a)(l) of this series resolution.
Series 2009A Bun& means the Port of Seattle Revenue Bonds, Series 2009A[-I][-21,
authorized to be issued by Section 3(a) of this series resolution.
Series 2009A Debt Service Reserve Requirement is the dollar amount equal to the least
of:
(a)     Maximum Annual Debt Service for the Series 2009A Bonds,
(b)     10% of the initial principal amount of Series 2009A Bonds, and
(c)     125% of average annual debt service for Series 2009A Bonds; provided, however,
that the dollar amount required shall not be greater than the Tax Maximum.
The Series 2009A Debt Service Reserve Requirement shall be adjusted accordingly and
remain in effect until a payment of principal of 2009A Bonds when the Series 2009A Debt
Service Reserve Requirement shall be re-calculated.
Series 2009A Debt Service Reserve Fund means the fund of that name created by
Section 7(b)(l) of this series resolution.
Series 2009B Bond Fund means the Port of Seattle Revenue Bond Fund, Series 2009B
created in the office of the Treasurer by Section 7(a)(2) of this series resolution.
Series 2009B Bonds means the Port of Seattle Revenue Bonds, Series 2009B[-:I][-21
(Taxable), authorized to be issued by Section 3(b) of this series resolution.
Series 2009B Debt Service Reserve Requirement is the dollar amount set forth in the
Bond Purchase Contract for the Series 2009B Bonds.
The Series 2009B Debt Service Reserve Requirement shall be adjusted accordingly and
remain in effect until a payment of principal of Series 2009B Bonds when the Series 2009B Debt
Service Reserve Requirement shall be re-calculated.
Series 2009B Debt Service Reserve Fund means the fund of that name created by
Section 7(b)(2) of this series resolution.
Subordinate Lien  Bond Resolutions  means, collectively, Resolution No. 3238, as
amended, Resolution No. 3276, as amended; Resolution No. 3354, as amended; Resolution
No. 3456, as amended; Resolution No. 3510, as amended; Resolution 3544, as amended and
Resolution No. 3620.
Surety Bond means one or more of the surety bond(s), if any, issued by the Surety Bond
Issuer on the date of issuance of the Series 2009 Bonds of either series for the purpose of
satisfying all or a portion of the Series 2009A Debt Service Reserve Requirement and/or the
Series 2009B Debt Service Reserve Requirement; provided that the Surety Bond meets the
requirements for "Qualified Insurance." There may be more than one Surety Bond.
Surety Bond Agreement means any Agreement between the Port and .the Surety Bond
Issuer with respect to the Surety Bond.
Surety Bond Issuer means the surety bond issuer(s), if any, issuing a surety bond for the
purpose of satisQing all or a portion of the Series 2009A Debt Service Reserve Requirement
and/or the Series 2009B Debt Service Reserve Requirement.  There may be more than one
Surety Bond Issuer.
2009A Project means the planning, design, development, construction and equipping of
Off-Site Roadway Improvements and improvements to the Airport terminals and terminal
curbsides made exclusively for the benefit of the Common Transportation System.
2009B Project means a portion of design, construction and equipping of a Consolidated
Rental  Car  Facility  on  the  Consolidated  Rental  Car  Facility  Site,  and  the  Common
Transportation System including acquisition of buses.
Tax Maximum means the maximum dollar amount permitted by the Internal Revenue
Code of 1986, as amended, including applicable regulations thereunder, to be allocated to a bond
reserve account from bond proceeds without requiring a balance to be invested at a restricted
yield.
Treasurer means the Chief Financial Officer of the Port, or any other public officer as
may hereafter be designated pursuant to law to have the custody of Port funds.
Underwriters mean, collectively, Barclays Capital Inc., Goldman, Sachs & Co., Morgan
Stanley & Co. Incorporated, and Siebert Brandford Shank & Co., LLC.
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;

-1 1-
P \20287_CMW0287_8HN   06/09/09

(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;
(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.
(0  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 Port is undertaking the planning and design and
sitework  for  and  will  be  undertaking the  construction,  equipping  and  operation  of  the
Consolidated Rental Car Facility on the Consolidated Rental Car Facility Site and a Bus
Maintenance  Facility  and  will  be  acquiring  buses  and  making  related  improvements.
Components of the foregoing include the 2009A Project and the 2009B Project. A portion of the
costs of the Project are expected to be financed with available funds of the Port and with interim
financing obligations. The balance of .the costs of the Project will be financed or refinanced with
the proceeds of the Series 2009 Bonds (hereinafter authorized). The costs of the 2009A Project

may be financed on a tax-exempt basis, and the costs of the 2009B Project shall be financed on a
taxable basis.
Section 3.     Authorization of Series 2009 Bonds.
(a)     Series 2009A. The Port shall issue the Series 2009A Bonds for the purpose of
providing part of the funds necessary to (1) pay (or pay subordinate lien commercial paper notes
issued to pay) or to reimburse the Port for all or a portion of the costs of the 2009A Project;
(2) make a deposit, if any, to the Series 2009A Debt Service Reserve Fund or purchase a Surety
Bond therefor; and (3) pay all or a portion of the costs incidental to the foregoing and to the
issuance of the Series 2009A Bonds, including all or a portion of the cost of purchasing .the Bond
Insurance Policy, if any.   The Designated Port Representative may designate one or more
subseries of Series 2009A Bonds, with each subseries identified by a sequential numerical
modifier (e.g. Series 2009A-1, Series 2009A-2, etc.).  One or more subseries of Series 2009A
Bonds may be designated as Capital Appreciation Bonds in the Bond Purchase Contract for all or
a portion of their term.   If any Series 2009A Bonds are designated as Capital Appreciation
Bonds, such Series 2009A Bonds shall have the initial principal amount and shall accumulate
Accreted Values as set forth in the Bond Purchase Contract.
(b)     Series 2009B. The Port shall issue the Series 2009 Bonds for the purpose of
providing part of the funds necessary to (1) pay (or pay subordinate lien commercial paper notes
issued to pay) or to reimburse the Port for all or a portion of the costs of the 2009B Project;
(2) make a deposit, if any, to the Series 2009B Debt Service Reserve Fund (which may be a
proportionate allocation of the Series 2009B Debt Service Reserve Requirement) or purchase a
Surety Bond therefor; and (3) pay all or a portion of the costs incidental to the foregoing and to
the issuance of the Series 2009B Bonds, including all or a portion of the cost of purchasing .the

Bond Insurance Policy, if any. The Designated Port Representative may designate one or more
subseries of Series 2009B Bonds, with each subseries identified by a sequential numerical
modifier (e.g. Series 2009B-1, Series 2009B-2, etc.).  One or more subseries of Series 2009B
Bonds may be designated as Capital Appreciation Bonds in the Bond Purchase Contract for all or
a portion of their term.  If any Series 2009B Bonds are designated as Capital Appreciation
Bonds, such Series 2009B Bonds shall have the initial principal amount and shall accumulate
Accreted Values as set forth in the Bond Purchase Contract.
(c)     Maximum Principal Amount.   The aggregate principal amount of Series 2009
Bonds to be issued for each Series shall be determined by the Chief Executive Officer, pursuant
to the authority granted in Section 15. The aggregate principal amount of the Series 2009 Bonds
to be issued under this series resolution shall not exceed $425,000,000.
Section 4.     Bond Details.
(a)     Series 2009A.  The Series 2009A Bonds shall be designated as "Port of Seattle
Revenue Bonds, Series 2009A," 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,
shall be in the denomination of $5,000 each or any integral multiple of $5,000 within a maturity
and subseries, if any, and  shall be designated as current interest Series 2009 Bonds or as Capital
Appreciation Bonds bearing or accumulating interest as and at the rates set forth in the Bond
Purchase Contract and as approved by the Chief Executive Officer pursuant to Section 15. The
Series 2009A Bonds that are current interest bonds shall bear interest from their date of delivery
to the Underwriters until the Series 2009A Bonds bearing such interest have been paid or their
payment duly provided for, payable semiannually on the days 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 and as approved by the Chief Executive Officer pursuant to Section 15.  The Series
2009A Bonds that are Capital Appreciation Bonds shall have the initial principal amounts, shall
be payable on the date(s) set forth in the Bond Purchase Contract and shall mature with Accreted
Values as set forth in the Bond Purchase Contract all as approved by the Chief Executive Officer
pursuant to Section 15.
The Series 2009A Bonds shall be obligations only of the Series 2009A Bond Fund and
the Series 2009A Debt Service Reserve Fund and shall be payable and secured as provided
herein.   The Series 2009A Bonds do not constitute an indebtedness of the Port within the
meaning of the constitutional provisions and limitations of the State of Washington.
(b)    Series 2009B.  The Series 2009B Bonds shall be designated as "Port of Seattle
Revenue Bonds, Series 2009B (Taxable)," 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 including any subseries designation pursuant to
Section 3, shall be dated their date of delivery to the Underwriters, shall be in the denomination
of $5,000 each or any integral multiple of $5,000 within a maturity and subseries, if any, and
shall be designated as current interest Series 2009 Bonds or as Capital Appreciation Bonds
bearing or accumulating interest as and at the rates set forth in the Bond Purchase Contract and
as approved by the Chief Executive Officer pursuant to Section 15.  The Series 2009B Bonds
that are current interest bonds shall bear interest from their date of delivery to the Underwriters
until the Series 2009B Bonds bearing  such interest have been paid  or their payment  duly

provided for, 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 the Chief Executive Officer pursuant to Section 15. The Series 2009B Bonds
that are Capital Appreciation Bonds shall have the initial principal amounts, shall be payable on
the date(s) set forth in the Bond Purchase Contract and shall mature with Accreted Values as set
forth in the Bond Purchase Contract all as approved by the Chief Executive Officer pursuant to
Section 15.
The Series 2009B Bonds shall be obligations only of the Series 2009B Bond Fund and
Series 2009B Debt Service Reserve Fund shall be payable and secured as provided herein. The
Series 2009B Bonds do not constitute an indebtedness of the Port within the meaning of the
constitutional provisions and limitations of the State of Washington.
Section 5.     Redemption and Purchase.
(a)     Optional Redemption.  One or more series or subseries of  Series 2009 Bonds
shall 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.  One or more series or subseries of Series 2009 Bonds
shall 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 2009 Bondsfor 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 Master Resolution, including the payments
required by paragraph First through Seventh of the priority for use of Gross Revenue set forth in

the Subordinate Lien Bond Resolutions, to purchase for retirement any of the Series 2009 Bonds
offered to the Port at any price deemed reasonable to the Designated Port Representative.
(d)     Selection of Series 2009 Bonds for Redemption.  If Series 2009 Bonds are called
for optional redemption, the series and maturities of Series 2009 Bonds to be redeemed shall be
selected by the Port.  If any Series 2009 Bonds to be redeemed (optional or mandatory) then are
held in book-entry-only form, the selection of Series 2009 Bonds to be redeemed within a
maturity shall be made in accordance with the operational arrangements then in effect at DTC. If
the Series 2009 Bonds to be redeemed are no longer held in book-entry-only form, the selection
of such Series 2009 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 2009 Bonds of a series having the same
maturity date, the particular Series 2009 Bonds or portions of Series 2009 Bonds of such series
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 2009 Bond of a series and
maturity of a denomination greater than $5,000, the Port and Registrar shall treat each Series
2009 Bond of that series and maturity as representing such number of separate Series 2009
Bonds each of the denomination of $5,000 as is obtained by dividing the actual principal amount
of such Series 2009 Bond of that series and maturity by $5,000. In the event that only a portion
of the principal amount of a Series 2009 Bond is redeemed, upon surrender of such Series 2009
Bond at the principal office of the Registrar there shall be issued to the Registered Owner,
without charge therefor, for the then-unredeemed balance of the principal amount thereof a
Series 2009 Bond or, at the option of the Registered Owner, Series 2009 Bonds of like series,
maturity and interest rate in any of the denominations herein authorized.   The selection

procedures for taxable Series 2009 Bonds may be specified in the Bond Purchase Contract to
reflect the requirements thereof.
(e)     Notice of Redemption.  Written notice of any redemption of Series 2009 Bonds
prior to maturity shall be given by the Registrar on behalf of the Port by first class mail, postage
prepaid, not less than 30 days nor more than 60 days before the date fixed for redemption to the
Registered Owners of Series 2009 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 2009 Bonds are in book-entry only form, notice of redemption shall
be given to beneficial owners of Series 2009 Bonds to be redeemed in accordance with the
operational arrangements then in effect at DTC, and neither the Port nor the Registrar shall be
obligated or responsible to confirm that any notice of redemption is, in fact, provided to
beneficial owners.
Each notice of redemption (which notice may be conditional) prepared and given by the
Registrar to Registered Owners of Series 2009 Bonds shall contain the following information:
(1) the redemption date, (2) the redemption price, (3) if fewer than all outstanding Series 2009
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 2009 Bonds to be redeemed, (4) whether
the notice of redemption is conditional and the conditions for redemption, (5) that (unless the
notice of  optional redemption is a conditional notice, in which case the notice shall state that
interest shall cease to accrue from the date fixed for redemption if and to the extent that funds
have been provided to the Registrar for the redemption of Series 2009 Bonds) on the date fixed

for redemption the redemption price will become due and payable upon each Series 2009 Bond
or portion called for redemption, and that interest shall cease to accrue from the date fixed for
redemption, (6) that the Series 2009 Bonds are to be surrendered for payment at the principal
office of the Registrar, (7) the CUSIP numbers of all Series 2009 Bonds being redeemed, (8) the
dated date of the Series 2009 Bonds being redeemed, (9) the rate of interest for each Series 2009
Bond being redeemed, (10) the date of the notice, and (11) any other information deemed
necessary by the Registrar to identify the Series 2009 Bonds being redeemed.
Upon the payment of the redemption price of Series 2009 Bonds being redeemed, each
check or other transfer of fkds issued for such purpose shall bear the CUSIP number
identifying, by issue and maturity, the Series 2009 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 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 the Series 2009 Bonds to be
redeemed. If and to the extent that funds have been provided to the Registrar for the redemption
of Series 2009 Bonds then from and after the date fixed for redemption for such Series 2009
Bond or portion thereof, interest on each such Series 2009 Bond shall cease to accrue and such
Series 2009 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

-19-
P \20287_CMW\20287_8HN  06109109

compliance with duly promulgated regulations and recommendations regarding notices of
redemption of municipal securities.
Section 6.     Registration, Exchange and Payments.
(a)     RegistradBond  Register.   The Port hereby adopts the system of registration
approved by the Washington State Finance Committee, which utilizes the fiscal agencies of the
State of Washington, for the purposes of registering and authenticating the Series 2009 Bonds,
maintaining the Bond Register and effecting transfer of ownership of .the Series 2009 Bonds
(collectively, the "Registrar").   The Registrar shall keep, or cause to be kept, at its principal
corporate trust office, sufficient records for the registration and transfer of the Series 2009 Bonds
(the "Bond  Register"),  which shall be  open to inspection by  the Port.   The Registrar is
authorized, on behalf of the Port, to authenticate and deliver Series 2009 Bonds transferred or
exchanged in accordance with the provisions of such Series 2009 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 2009 Bonds.
(b)     Registered Ownership.  Except as provided in Section 6(c) or the Continuing
Disclosure Certificate authorized pursuant to Section 17, the Port and the Registrar may deem
and treat the Registered Owner of each Series 2009 Bond as the absolute owner for all purposes,
and neither the Port nor the Registrar shall be affected by any notice to the contrary. Payment of
any such Series 2009 Bond shall be made only as described in subsection (h) hereof, but the
transfer of such Series 2009 Bond may be registered as herein provided.  All such payments
made as described in subsection (h) shall be valid and shall satisQ the liability of the Port upon
such Series 2009 Bond to the extent of the amount or amounts so paid.
(c)     DTC Acceptance/Letter of Representations. The Series 2009 Bonds shall initially
be held in fully immobilized form by DTC acting as depository. To induce DTC to accept the
Series 2009 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 2009 Bonds
for the accuracy of any records maintained by DTC or any DTC participant, the payment by
DTC or any DTC participant of any amount in respect of the principal of or interest on Series
2009 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), 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 2009 Bonds, or any consent
given or other action taken by DTC as the Registered Owner. So long as any Series 2009 Bonds
are held in fully immobilized form hereunder, 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 its nominee and shall not mean the owners of any
beneficial interest in any Series 2009 Bonds. Notwithstanding the foregoing, if a Bond Insurance
Policy is issued for any series or maturity of the Series 2009 Bonds, 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  2009  Bonds  shall  be  registered  initially  in  the  name  of
CEDE & Co., as nominee of DTC, with a single Series 2009 Bond for each series and maturity
in a denomination equal to the total principal amount of such series and maturity.  Registered
ownership of such immobilized Series 2009 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 (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.
(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 2009 Bonds, together with a
written request on behalf of the Port, issue a single new Series 2009 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 2009
Bonds of any series that the Series 2009 Bonds of that series be provided in certificated form, the
ownership of such Series 2009 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 2009 Bonds (of the
appropriate  series)  in  certificated  form, to  issue  Series  2009  Bonds  in  any  authorized
denominations. Upon receipt by the Registrar of all then outstanding Series 2009 Bonds (of the
appropriate series), together with a written request on behalf of the Port to the Registrar, new
Series 2009 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 2009 Bonds;
Change in Denominations. The transfer of any Series 2009 Bond may be registered and any
Series 2009 Bond may be exchanged, but no transfer of any Series 2009 Bond shall be valid
unless the Series 2009 Bond is surrendered to the Registrar with the assignment form appearing
on such Series 2009 Bond duly executed by the Registered Owner or such Registered Owner's
duly authorized agent in a manner satisfactory to the Registrar.  Upon such surrender, the
Registrar shall cancel the surrendered Series 2009 Bond and shall authenticate and deliver,
without charge to the Registered Owner or transferee, a new Series 2009 Bond (or Series 2009
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 2009 Bond, in exchange for such surrendered and canceled Series 2009
Bond. Any Series 2009 Bond may be surrendered to the Registrar, together with the assignment
form appearing on such Series 2009 Bond duly executed, and exchanged, without charge, for an

equal aggregate principal amount of Series 2009 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 2009 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 2009 Bonds, after the mailing of notice of the call of such Series 2009 Bonds for
redemption.
(f)     Registrar's Ownership of Series 2009 Bonds.  The Registrar may become the
Registered Owner of any Series 2009 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 2009 Bonds.
(g)     Registration Covenant. The Port covenants that, until all Series 2009 Bonds have
been surrendered and canceled, it will maintain a system for recording the ownership of each
Series 2009 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 2009 Bonds shall be payable in lawfUl money of the United States of America. For so
long as all Series 2009 Bonds are in fully immobilized form, 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 2009 Bonds are no
longer in fully immobilized form, interest on the Series 2009 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 2009 Bonds shall be payable by check upon presentation and
surrender of such Series 2009 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 2009  Bonds,  interest  will  be  paid
thereafter by wire transfer on the date due to an account with a bank located within the United
States.
Section 7.     Series 2009 Bond Fund and Series 2009A Reserve Requirements.
(a)     Series 2009 Bond Funds.
(1)     Series 2009A Bond Fund. A special fund of the Port designated the "Port
of Seattle Revenue Bond Fund, Series 2009A" (the "Series 2009A Bond Fund") is hereby
authorized to be created in the office of the Treasurer for the purpose of paying and securing the
payment of the Series 2009A Bonds. The Series 2009A Bond Fund shall be held separate and
apart from all other funds and accounts of the Port and shall be a trust fund for the owners of the
Series 2009 Bonds.
The Series 2009A Bonds shall be obligations only of the Series 2009A Bond Fund and
the Series 2009A Debt Service Reserve Fund and shall be payable and secured as provided
herein.  The Series 2009A Bonds do not constitute an indebtedness of the Port within the
meaning of the constitutional and statutory provisions and limitations of the laws of the State of
Washington.
The Port hereby irrevocably obligates and binds itself for so long as any Series 2009A
Bonds remain Outstanding to set aside and pay into the Series 2009A Bond Fund from Net
Revenues or money in the Revenue Fund, on or prior to the respective dates on which the same
become due:
(A)    such amounts as are required to pay the interest scheduled to
become due and redemption premium, if any, on Outstanding Series 2009A Bonds; and
(B)    such amounts as are required to pay maturing principal or principal
being redeemed of Outstanding Series 2009A Bonds.
(2)     Series 2009B Bond Fund. A special fund of .the Port designated the "Port
of Seattle Revenue Bond Fund, Series 2009B" (the "Series 2009B Bond Fund")  is hereby
authorized to be created in the office of the Treasurer for the purpose of paying and securing the
payment of the Series 2009B Bonds. The Series 2009B Bond Fund shall be held separate and
apart from all other funds and accounts of the Port and shall be a trust fund for the owners of the
Series 2009 Bonds.
The Series 2009B Bonds shall be obligations only of the Series 2009B Bond Fund and
the Series 2009B Debt Service Reserve Fund and shall be payable and secured as provided
herein.  The Series 2009B Bonds do not constitute an indebtedness of the Port within the
meaning of the constitutional and statutory provisions and limitations of the laws of the State of
Washington.
The Port hereby irrevocably obligates and binds itself for so long as any Series 2009B
Bonds remain Outstanding to set aside and pay into the Series 2009B Bond Fund from Net
Revenues or money in the Revenue Fund, on or prior to the respective dates on which the same
become due:
(A)    such amounts as are required to pay the interest scheduled to
become due and redemption premium, if any, on Outstanding Series 2009B Bonds; and
(B)    such amounts as are required to pay maturing principal or principal
being redeemed of Outstanding Series 2009B Bonds.
(b)     Series 2009 Reserve Funds.
(1)     Series 2009A Debt Service Reserve Fund.   A Series 2009A Debt Service
Reserve Fund (the "Series 2009A Debt Service Reserve Fund) is hereby authorized to be
created for the purpose of securing the payment of the principal of, premium, if any, and interest
on the Series 2009A Bonds. The Series 2009A Debt Service Reserve Requirement shall be fully
funded on the date of issuance of the Series 2009A Bonds.
The Designated Port Representative may decide to utilize a Surety Bond to satisfy the
Series 2009A Debt Service Reserve Requirement; provided that the Surety Bond meets the
qualifications for Qualified Insurance. Upon such election, the Designated Port Representative is
hereby authorized to execute and deliver a Surety Bond Agreement with a Surety Bond Issuer to
effect the delivery of the Surety Bond.
The Series 2009A Debt Service Reserve Requirement shall be maintained by deposits of
cash and/or qualified investments, a Qualified Letter of Credit or Qualified Insurance, or a
combination of the foregoing. To the extent that the Port obtains a Qualified Letter of Credit or
Qualified Insurance in substitution for cash or securities in the Series 2009A Debt Service
Reserve Fund, all or a portion of the money on hand in the Series 2009A Debt Service Reserve
Fund shall be transferred to the fund or account, specified by the Designated Port Representative
within the limitations permitted by the Federal Tax Certificate.  In computing the amount on
hand in the Series 2009A Debt Service Reserve Fund, Qualified Insurance and/or a Qualified
Letter of Credit shall be valued at the lower of the face amount thereof and the amount available
to be drawn thereunder, and all other obligations purchased as an investment of moneys therein
shall be valued on a marked to market basis, valued at least once annually.  As used herein, the
term "cash"  shall include U.S. currency, cash equivalents and evidences thereof, including
demand deposits, certified or cashier's check; and the deposit to the Series 2009A Debt Service
Reserve Fund may be satisfied by the transfer of qualified investments to such account.  If a
deficiency in the Series 2009A Debt Service Reserve Requirement shall exist as a result of the
foregoing valuation, such deficiency shall be made up within a year thereof.
If the balance on hand in the Series 2009A Debt Service Reserve Fund is sufficient to
satisfy the Series 2009A Debt Service Reserve Requirement, interest earnings shall be applied as
provided in the following sentences.  Whenever there is a sufficient amount in the Series 2009
Bond Fund and the Series 2009A Debt Service Reserve Fund to pay the principal of, premium, if
any, and interest on all Outstanding Series 2009A Bonds, the money in the Series 2009A Debt
Service Reserve Fund may be used to pay such principal and interest. So long as the money left
remaining on deposit in the Series 2009A Debt Service Reserve Fund is equal to the Series
2009A Debt Service Reserve Requirement, money in the Series 2009A Debt Service Reserve
Fund may be transferred to the fund or account specified in writing by the Designated Port
Representative within the limitations permitted by the Federal Tax Certificate.  The Port also
may transfer out of the Series 2009A Debt Service Reserve Fund any money required to prevent
any Series 2009A Bonds from becoming "arbitrage bonds" under the Code.
If a deficiency in the Series 2009A Bond Fund shall occur, such deficiency shall be made
up from the Series 2009A Debt Service Reserve Fund by the withdrawal of cash therefrom for
that purpose and by the sale or redemption of obligations held in the Series 2009A Debt Service
Reserve Fund, in such amounts as will provide cash in the Series 2009A Debt Service Reserve
Fund sufficient to make up any such deficiency with respect to the Series 2009A Bonds, and if a

-28-
P:\20287_CMW0287_8HN  06/09/09
deficiency still exists immediately prior to an interest payment date and after the transfer of cash
from the Series 2009A Debt Service Reserve Fund to the Series 2009A Bond Fund, the Port shall
then draw from any Qualified Letter of Credit or Qualified Insurance then credited to the Series
2009A Debt Service Reserve Fund for the Series 2009A Bonds in sufficient amount to make up
the deficiency.   Such draw shall be made at such times and under such conditions as the
agreement for such Qualified Letter of Credit or such Qualified Insurance shall provide.
Reimbursement may be made to the issuer of any Qualified Letter of Credit or Qualified
Insurance in accordance with the reimbursement agreement related thereto, and after making
necessary provision for the payments required to be made in paragraphs First and Second of
Section 2(a) of the Master Resolution.  If the Port shall have failed to make any payment
required to be made under such reimbursement agreement for the Series 2009A Bonds, the issuer
shall be entitled to exercise all remedies available at law or under this series resolution; provided,
however, that no acceleration of the Series 2009A Bonds shall be permitted, and no remedies
that adversely affect Registered Owners of the Series 2009A Bonds shall be permitted.  Any
deficiency created in the Series 2009A Debt Service Reserve Fund by reason of any such
withdrawal shall be made up within one year from Qualified Insurance or a Qualified Letter of
Credit or out of Net Revenues (or out of any other moneys on hand legally available for such
purpose), in 12 equal monthly installments, after first making necessary provision for all
payments required to be made into the Series 2009A Bond Fund within such year.
In making the payments and credits to the Series 2009A Debt Service Reserve Fund
required by this Section 7(b)(l), to the extent that the Port has obtained Qualified Insurance or a
Qualified Letter of Credit for specific amounts required pursuant to this section to be paid out of
the Series 2009A Debt Service Reserve Fund such amounts then available to be drawn under

such Qualified Insurance or a Qualified Letter of Credit shall be credited against the amounts .
required to be maintained in the Series 2009A Debt Service Reserve Fund by this Section 7(b)(l)
to the extent that such payments and credits to be made are to be made or insured by the issuer of
such Qualified Insurance, or are to be made or guaranteed by a Qualified Letter of Credit. In the
event of termination of a Qualified Letter of Credit, if the issuer of the Qualified Insurance or the
Qualified Letter of Credit shall be insolvent or no longer in existence or if the letter of credit or
insurance  otherwise  ceases  to  be  a  Qualified  Letter  of  Credit  or  Qualified  Insurance,
respectively, the Series 2009A Debt Service Reserve Requirement shall be satisfied (A) within
one year after the termination, insolvency or incapacity, with other Qualified Insurance or
another Qualified Letter of Credit, or (B) within ,threeyears (in three equal annual installments)
after the termination, insolvency or incapacity, out of Net Revenues (or out of other money on
hand and legally available for such purpose) after first making necessary provisions for all
payments required to be made into the Series 2009A Bond Fund.
(2)     Series 2009B Debt Service Reserve Fund.   A Series 2009B Debt Service
Reserve Fund (the "Series 2009B Debt Service Reserve Fund") is hereby authorized to be
created for the purpose of securing the payment of the principal of, premium, if any, and interest
on the Series 2009B Bonds. The Series 2009B Debt Service Reserve Requirement shall be fully
funded on the date of issuance of the Series 2009B Bonds.
The Designated Port Representative may decide to utilize a Surety Bond to satisfy the
Series 2009B Debt Service Reserve Requirement; provided that the Surety Bond meets the
qualifications for Qualified Insurance. Upon such election, the Designated Port Representative is
hereby authorized to execute and deliver a Surety Bond Agreement with a Surety Bond Issuer to
effect the delivery of the Surety Bond.

The Series 2009B Debt Service Reserve Requirement shall be maintained by deposits of
cash andlor qualified investments, a Qualified Letter of Credit or Qualified Insurance, or a
combination of the foregoing. To the extent that the Port obtains a Qualified Letter of Credit or
Qualified Insurance in substitution for cash or securities in the Series 2009B Debt Service
Reserve Fund, all or a portion of the money on hand in the Series 2009B Debt Service Reserve
Fund shall be transferred to the fund or account, specified by the Designated Port Representative.
In computing .the amount on hand in the Series 2009B Debt Service Reserve Fund, Qualified
Insurance andlor a Qualified Letter of Credit shall be valued at the lower of the face amount
thereof and the amount available to be drawn thereunder, and all other obligations purchased as
an investment of moneys therein shall be valued on a marked to market basis, valued at least
once annually. As used herein, the term "cash" shall include U.S. currency, cash equivalents and
evidences thereof, including demand deposits, certified or cashier's check; and the deposit to the
Series 2009B Debt  Service Reserve Fund  may be  satisfied by  the transfer of qualified
investments to such account.   If a deficiency in the Series 2009B Debt Service Reserve
Requirement shall exist as a result of the foregoing valuation, such deficiency shall be made up
within a year thereof.
If the balance on hand in the Series 2009B Debt Service Reserve Fund is sufficient to
satisfy the Series 2009B Debt Service Reserve Requirement, interest earnings shall be applied as
provided in the following sentences.  Whenever there is a sufficient amount in the Series 2009
Bond Fund and the Series 2009B Debt Service Reserve Fund to pay the principal of, premium, if
any, and interest on all Outstanding Series 2009B Bonds, the money in the Series 2009B Debt
Service Reserve Fund may be used to pay such principal and interest. So long as the money left
remaining on deposit in the Series 2009B Debt Service Reserve Fund is equal to the
Series 2009B Debt Service Reserve Requirement, money in the Series 2009B Debt Service
Reserve Fund may be transferred to the fund or account specified in writing by the Designated
Port Representative.
If a deficiency in the Series 2009B Bond Fund shall occur, such deficiency shall be made
up from the Series 2009B Debt Service Reserve Fund by the withdrawal of cash therefrom for
that purpose and by the sale or redemption of obligations held in the Series 2009B Debt Service
Reserve Fund, in such amounts as will provide cash in the Series 2009B Debt Service Reserve
Fund sufficient to make up any such deficiency with respect to the Series 2009B Bonds, and if a
deficiency still exists immediately prior to an interest payment date and after the transfer of cash
from the Series 2009B Debt Service Reserve Fund to the Series 2009B Bond Fund, the Port shall
then draw from any Qualified Letter of Credit or Qualified Insurance then credited to the
Series 2009B Debt Service Reserve Fund for the Series 2009B Bonds in sufficient amount to
make up the deficiency. Such draw shall be made at such times and under such conditions as the
agreement for such Qualified Letter of Credit or such Qualified Insurance shall provide.
Reimbursement may be made to the issuer of any Qualified Letter of Credit or Qualified
Insurance in accordance with the reimbursement agreement related thereto, and after making
necessary provision for the payments required to be made in paragraphs First and Second of
Section 2(a) of the Master Resolution.  If the Port shall have failed to make any payment
required to be made under such reimbursement agreement for the Series 2009B Bonds, the issuer
shall be entitled to exercise all remedies available at law or under this series resolution; provided,
however, that no acceleration of the Series 2009B Bonds shall be permitted, and no remedies that
adversely affect Registered Owners of the Series 2009B Bonds shall be permitted.   Any
deficiency created in the Series 2009B Debt Service Reserve Fund by reason of any such
withdrawal shall be made up within one year from Qualified Insurance or a Qualified Letter of
Credit or out of ]Vet Revenues (or out of any other moneys on hand legally available for such
purpose), in 12 equal monthly installments, after first making necessary provision for all
payments required to be made into the Series 2009B Bond Fund within such year.
In making the payments and credits to the Series 2009B Debt Service Reserve Fund
required by this Section 7(b)(2), to the extent that the Port has obtained Qualified Insurance or a    ,
Qualified Letter of Credit for specific amounts required pursuant to this section to be paid out of
the Series 2009B Debt Service Reserve Fund such amounts then available to be drawn under
such Qualified Insurance or a Qualified Letter of Credit shall be credited against the amounts
required to be maintained in the Series 2009B Debt Service Reserve Fund by this Section 7(b)(2)
to the extent that such payments and credits to be made are to be made or insured by the issuer of
such Qualified Insurance, or are to be made or guaranteed by a Qualified Letter of Credit. In the
event of termination of a Qualified Letter of Credit, if the issuer of the Qualified Insurance or the
Qualified Letter of Credit shall be insolvent or no longer in existence or if the letter of credit or
insurance  otherwise  ceases  to  be  a  Qualified  Letter  of  Credit  or  Qualified  Insurance,
respectively, the Series 2009B Debt Service Reserve Requirement shall be satisfied (A) within
one year after the termination, insolvency or incapacity, with other Qualified Insurance or
another Qualified Letter of Credit, or (B) within three years (in three equal annual installments)
after the termination, insolvency or incapacity, out of Net Revenues (or out of other money on
hand and legally available for such purpose) after first making necessary provisions for all
payments required to be made into the Series 2009B Bond Fund.
(c)     Pledge and Lien.  The Port does hereby pledge and bind itself to set aside from
Net Revenues, and to pay into the Series 2009A Bond Fund, the Series 2009B Bond Fund, the

Series 2009A Debt Service Reserve Fund and the Series 2009B Debt Service Reserve Fund the
various amounts required herein to be paid into and maintained in said Funds, all within the
times provided herein.  Said amounts so pledged to be paid into the Series 2009A Bond Fund,
the Series 2009B Bond Fund, the Series 2009A Debt Service Reserve Fund and the Series 2009B
Debt Service Reserve Fund are hereby declared to be an equal and prior lien and charge upon the
Gross Revenue superior to all other charges of any kind or nature whatsoever, except for
Operating Expenses and except that the amounts so pledged are of equal lien to the lien and
charge thereon of the Outstanding Parity Bonds, and to any lien and charge thereon which may
hereafter be made to pay and secure the payment of the principal of, premium, if any, and
interest on any Future Parity Bonds.
(d)     Use of Excess Money.  Money in the Series 2009 Bond Fund not needed to pay
the interest or principal and interest next coming due on any Outstanding Series 2009 Bonds or
to maintain required reserves therefor may be used to purchase or redeem and retire Series 2009
Bonds within the limitations provided herein and in Section 2 of the Master Resolution. Money
in the Series 2009A Bond Fund, the Series 2009B Bond Fund, the Series 2009A Debt Service
Reserve Fund and the Series 2009B Debt Service Reserve Fund and money in the Revenue Fund
of the Port may be invested in any investments legal for port districts and, with respect to the
Series 2009A Bond Fund and the Series 2009A Debt Service Reserve Fund, subject to the
limitations set forth in the Federal Tax Certificate.
(e)     Surety Bond Agreement.  The Designated Port Representative may solicit bids
from surety bond issuers, and the Designated Port Representative is hereby authorized to select a
proposal and to execute the Surety Bond Agreement(s), which may include such covenants and
conditions as shall be approved by .the Designated Port Representative.
Section 8.     Defeasance.  Except as set forth in the Bond Purchase Contract, one or
more series or subseries of the Series 2009 Bonds shall be subject to defeasance as follows.  In
the event that money and/or noncallable Government Obligations maturing or having guaranteed
redemption prices at the option of the owner thereof 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 2009 Bonds of any series 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 2009 Bonds (or portion thereof) of such series 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 Series 2009
Bond Fund or any account therein for the payment of the principal of, premium, if any, and
interest on such Series 2009 Bonds (or portion thereof) so provided for and the Series 2009
Bonds of such series shall then cease to be entitled to any lien, benefit or security of the 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 2009 Bonds (or portion thereof) shall no
longer be deemed to be Outstanding hereunder, under the Master Resolution or under any
resolution authorizing the issuance of bonds or other indebtedness of the Port.
Within 45 days after any defeasance of Series 2009 Bonds, the Port shall provide notice
of defeasance of Series 2009 Bonds to Registered Owners of Series 2009 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 17.

Section 9.     Disposition of Series 2009A and Series 2009B Bond Proceeds.
(a)     Series 2009A Bond Proceeds.  The proceeds of the Series 2009A Bonds, net of
Underwriters' discount, shallbe applied as follows:
(I)    A sum specified by the Designated Port Representative to the Treasurer
prior to the closing and delivery of the Series 2009A Bonds shall be deposited in the Capitalized
Interest Account-Series 2009A (hereinafter authorized to be created);
(2)     That portion of the Bond Insurance Policy premium for (or allocable to)
the Series 2009A Bonds, if any, shall be paid to the Bond Insurer:
(3)     The Series 2009A Debt Service Reserve Requirement shall be deposited to
the  Series 2009A  Debt  Service Reserve Fund  or,  if designated  by  the  Designated Port
Representative, all or a portion of the cost of purchasing the Surety Bond, if,any,for (or allocable
to) the Series 2009A Bonds shall be paid to the Surety Bond Issuer; and
(4)     The remainder of the proceeds of the 2009A Bonds shall be paid into the
Construction Fund-2009A   (hereinafter authorized to be created).
The Treasurer of the Port is hereby authorized and directed to create a special account,
the  "Port  of  Seattle  2009A  Capitalized  Interest  Account"  (the  "Capitalized  Interest
Account-Series 2009A") for the purpose of holding Series 2009A Bond proceeds and interest
earnings thereon to be used and disbursed to pay interest on the Series 2009A Bonds through the
date or dates specified by the Designated Port Representative.
The Treasurer of the Port is hereby authorized and directed to create a special fund or
account of the Port, designated as the "Port  of Seattle Construction Fund, 2009A"  (the
"Construction Fund2009A").  The money on deposit in the Construction Fund-2009A   and
the interest earnings thereon shall be utilized to pay (or pay subordinate lien commercial paper
notes issued to pay) or reimburse the Port for the costs of the Series 2009A Projects and costs
incidental  thereto,  and  costs  incurred  in  connection  with  the  issuance  and  sale  of  the
Series 2009A Bonds, to the extent designated by the Designated Port Representative.
All or part of the proceeds of the Series 2009A Bonds may be temporarily invested in or
with such institutions or in such obligations as may now or hereafter be permitted to port districts
of the State of Washington by law and that will mature or otherwise be subject to liquidation at
the option of the owner thereof prior to the date on which such money shall be needed.
In the event that it shall not be possible or practicable to accomplish all of the 2009A
Project, the Port may apply the proceeds of the Series 2009A Bonds to pay the costs of such
portion thereof or such other projects as the Commission shall determine to be in the best
interests of the Port, subject to the limitations set forth in the Federal Tax Certificate. Any part
of the proceeds of the Series 2009A Bonds remaining in the Construction Fund-2009A and the
Series 2009A Capitalized Interest Account after all costs referred to in this section have been
paid may be used to acquire, construct, equip and make other improvements to the Facilities of
the Port subject to the limitations of the Federal Tax Certificate or may be transferred to the
Series 2009 Bond Fund for the uses and purposes therein provided.
(b)     Series 2009B Bond Proceeds.  The proceeds of the Series 2009B Bonds, net of
Underwriters' discount, shallbe applied as follows:
(1)     A sum specified by the Designated Port Representative to the Treasurer
prior to the closing and delivery of the Series 2009B Bonds shall be deposited in the Capitalized
Interest Account-Series 2009B (hereinafter authorized to be created);
(2)     That portion of the Bond Insurance Policy premium for (or allocable to)
the Series 2009B Bonds, if any, shall be paid to the Bond Insurer;

(3)     The Series 2009A Debt Service Reserve Requirement shall be deposited to
the  Series 2009A  Debt  Service Reserve  Fund  or, if  designated  by  the  Designated  Port
Representative, all or a portion of the cost of purchasing the Surety Bond, if any, for (or allocable
to) the Series 2009A Bonds shall be paid to the Surety Bond Issuer; and
(4)      The remainder of the proceeds of the 2009B Bonds shall be paid into the
Construction Fund-2009B   (hereinafter authorized to be created).
The Treasurer of the Port is hereby authorized and directed to create a special account,
the  "Port  of  Seattle  2009B  Capitalized  Interest  Account"  (the  "Capitalized  Interest
Account-Series 2009B") for the purpose of holding Series 2009B Bond proceeds and interest
earnings thereon to be used and disbursed to pay interest on the Series 2009BBonds through the
date or dates specified by the Designated Port Representative.
The Treasurer of the Port is hereby authorized and directed to create a special fund or
account of the Port, designated as the "Port  of Seattle Construction Fund, 2009B" (the
"Construction Fund-2009B")   within the CFC Fund. The money on deposit in the Construction
Fund2009B shall be utilized to pay (or pay subordinate lien commercial paper notes issued to
pay) or reimburse the Port for the costs of the 2009B Project and costs incidental thereto, and
costs incurred in connection with the issuance and sale of the Series 2009B Bonds, to the extent
designated by the Designated Port Representative.
All or part of the proceeds of the Series 2009B Bonds may be temporarily invested in or
with such institutions or in such obligations as may now or hereafter be permitted to port districts
of the State of Washington by law and that will mature or otherwise be subject to liquidation at
the option of the owner thereof prior to the date on which such money shall be needed.

In the event that it shall not be possible or practical to accomplish all of the 2009B
Project, the Port may apply the proceeds of the Series 2009B Bonds to pay the costs of such
portion thereof or such other projects as the Commission shall determine to be in the best
interests of the Port.
Any part of the proceeds of the Series 2009 Bonds remaining in the Construction Fund-
2009B and the Capitalized Interest Account-Series  2009B after all costs referred to in this
section have been paid may be used to acquire, construct, equip and make other improvements to
the Facilities of the Port or may be transferred to the Series 2009 Bond Fund for the uses and
purposes therein provided.
Section 10.   Tax Covenants.
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 2009A Bonds 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 2009A Bonds.  The Port shall comply with its covenants set forth in the Federal Tax
Certificate.
Section 11.   Lost, Stolen, Mutilated or Destroyed Series 2009 Bonds.  In case any
Series 2009 Bond shall be lost, stolen, mutilated or destroyed, the Registrar may execute and
deliver a new Series 2009 Bond of like series, date, number and tenor to the Registered Owner
thereof upon the owner's paying the expenses and charges of the Port in connection therewith
and upon hislher filing with the Port evidence satisfactory to the Port that such Series 2009 Bond
was actually lost, stolen or destroyed (including the presentation of a mutilated Series 2009
Bond) and of hisher ownership thereof, and upon furnishing the Port and the Registrar with
indemnity satisfactory to both.
Section 12.   Forms of Series 2009 Bonds and Registration Certificate.
(a)     Series 2009 Bonds. The Series 2009 Bonds shall be in substantially the following
form with modifications to reflect a particular series or subseries and whether such Series 2009
Bonds are current interest Series 2009 Bonds or Capital Appreciation Bonds:
[STATEMENT OF INSURANCE]
UNITED STATES OF AMERICA
NO.                                                  $
STATE OF WASHINGTON
PORT OF SEATTLE
REVENUE BOND, SERIES 2009[A/B][-11[-21[TAXABLE]
Maturity Date:                  9-                                       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 Bond Fund, Series 2009" (the
"Series  2009  Bond Fund")  created  by  Resolution No.  3619,  as amended  (together with
Resolution No. 3059, as amended, and as amended and restated by Resolution No. 3577,
hereinafter collectively referred to as the "Bond Resolution")  [the Principal Amount indicated
above and to pay interest thereon from the Series 2009 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 .] [The Accreted Values when
due]The principal of, premium, if any, and interest on this bond are payable in lawful money of
the United States of America.  Both principal 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").   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 finance capital improvements
to its marine and aviation facilities.  Simultaneously herewith, the Port is issuing its Revenue
Bonds, Series 2009-   in the principal amount of $           ,
[The bonds of this issue maturing on and after
7 -
shall be subject to
optional redemption in advance of their scheduled maturity on and after                in whole
or in part on any date at the following prices.
Redemption            Redemption
Periods                  Prices

[Unless redeemed pursuant to the foregoing optional redemption provisions, the bonds of
this series maturing on             7 -
shall be redeemed by the Port on              of the
following years in the following principal amounts at a price of par 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.II[The Port has
taken no action to cause the interest on this bond to be excluded from federal income taxation.]
So long as this bond is held by DTC or its nominee, the manner of selection of bonds of
this issue within a maturity for redemption and transfer of bonds and the provision of notice of
redemption  shall be  governed by  the  Letter of Representations  and DTC's operational
arrangements. Except as provided in the Bond Resolution, the Port and Registrar shall deem the
person in whose name this bond is registered to be the absolute owner hereof for the purpose of
receiving payment of the principal of, premium, if any, and interest on the bond and for any and
all other purposes whatsoever.
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 from Gross Revenue after
payment of Operating Expenses, and to pay into the Series 2009[A/][B] Bond Fund and the
Series 2009[A][B] Reserve Fund the various amounts required by the Bond Resolution to be paid
into and maintained in said Funds, all within the times provided by said Bond Resolution.
Said amounts so pledged to be paid out of Gross Revenue into the Series 2009[A][B]
Bond Fund and Series 2009[A][B] Debt Service Reserve Fund are hereby declared to be a first
and prior lien and charge upon the Gross Revenue, subject to payment of the Operating Expenses
of the Port and equal in rank to the lien and charge upon such Gross Revenue of the amounts
required to pay and secure the payment of the Outstanding Parity Bonds, the Series 2009[A][B]
Bonds and any revenue bonds of the Port hereafter issued on a parity with the bonds of this issue.
The Port has further bound itself to maintain all of its properties and facilities that
contribute in some measure to such Gross Revenue in good repair, working order and condition,
to operate the same in an efficient manner and at a reasonable cost, and 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, Net Revenues (as the same are
defined in the Bond Resolution) in an amount equal to or greater than the Rate Covenant defined
in the 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 or otherwise
reproduced hereon as of the      day of             ,2009.
PORT OF SEATTLE
BY           Is/
President, Port Commission
ATTEST:
Is1
Secretary, Port Commission

CERTIFICATE OF AUTHENTICATION
Date of Authentication:
This bond is one of the bonds described in the within mentioned Bond Resolution and is
one of the Revenue Bonds, Series 2009[A][B][-l][-21  [Taxable] of the Port of Seattle, dated
,2009.
WASHINGTON STATE FISCAL AGENCY, as
Registrar
BY
Authorized Signer
In the event any Series 2009 Bonds are no longer in fully immobilized form, the form of
such Series 2009 Bonds may be modified to conform to printing requirements and the terms of
this series resolution.
Section 13.   Execution. The Series 2009 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 or otherwise reproduced thereon.
Only such Series 2009 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 2009 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 2009 Bonds
shall cease to be such officer or officers of the Port before the Series 2009 Bonds so signed shall
have been authenticated or delivered by the Registrar, or issued by the Port, such Series 2009

-43-                       P:\20287_CMW0287_8HN  06109109

Bonds may nevertheless be authenticated, delivered and issued and upon such authentication,
delivery and issuance, shall be as binding upon the Port as though those who signed the same had
continued to be such officers of the Port. Any Series 2009 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 2009 Bond
shall be the proper officers of the Port although at the original date of such Series 2009 Bond any
such person shall not have been such officer.
Section 14.   Additional Covenant; Defaults and Remedies.
(a)     Disposal of Income Properties.  In the event of voluntary or involuntary sale,
lease, or other conveyance, transfer or disposal of all or substantially all of the marine or aviation
properties,  assets  or  facilities,  the  Port  shall  require  that  contemporaneously  with  such
disposition, there shall be paid into a special fund a sum which shall be sufficient to defease all
Series 2009 Bonds then Outstanding; provided, however, that such defeasance will not be
required so long as the Port maintains primary responsibility for the management and operation
of the affected facilities and provided further that all Gross Revenue from such facilities
continues to be pledged to all Series 2009 Bonds then Outstanding.
(b)     Defaults and Remedies.  The Port hereby finds and determines that the failure or
refusal of the Port or any of its officers to perform the covenants and obligations of this series
resolution will endanger the operation of the Facilities and the application of Gross Revenue and
such other moneys, funds and securities to the purposes herein set forth. Any one or more of the
following shall constitute a Default under this series resolution:
(1)     The Port shall fail to make payment of the principal of any Series 2009
Bond when the same shall become due and payable whether by maturity or scheduled
redemption prior to maturity; or
(2)     The Port shall fail to make payments of any installment of interest on any
Series 2009 Bond when the same shall become due and payable; or
(3)     The Port shall default in the observance or performance of any other
covenants other than conditions, or agreements on the part of the Port contained in Section 17 of
this series resolution, and such default shall have continued for a period of 90 days.
In determining whether a payment default has occurred or whether a payment on the
Series 2009 Bonds has been made under this series resolution, no effect shall be given to
payments made under the Bond Insurance Policy, if any. Upon the occurrence and continuation
of any Default, the Registered Owners of the Series 2009 Bonds shall be entitled to exercise the
remedies specified in Section 21 of the Master Resolution; but only with respect to the Series
2009 Bonds.
Section 15.   Sale of Series 2009 Bonds; Approval of Official Statement.  The Series
2009 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 2009 Bonds and to execute and deliver the Bond Purchase
Contract, with such terms (including the designation of the amount to be deposited to the Series
2009A Debt Service Reserve Fund, which shall be an amount at least necessary to satisfy the
Series 2009A Debt Service Reserve Requirement and the Series 2009B Debt Service Reserve
Fund, which shall be an amount at least necessary to satisfy the Series 2009B Debt Service
Reserve Requirement) as are approved by the Chief Executive Officer pursuant to this section
and consistent with this series resolution and Resolution No. 3436, as amended.   The
Commission has been advised by the Underwriters that market conditions are fluctuating and, as
a result, the most favorable market conditions may occur on a day other than a regular meeting
date of the Commission. The Commission has determined that it would be in the best interest of
the Port to delegate to the Chief Executive Officer for a limited time the authority to approve the
final interest rates, maturity dates, aggregate principal amounts for each series, principal amounts
of each maturity, redemption rights and other terms and conditions of the Series 2009 Bonds.
The Chief Executive Officer is hereby authorized to approve the final interest rates, maturity
dates, aggregate principal amounts (including initial principal amounts), principal maturities (or
Accreted Values), and redemption rights for one or more series of the Series 2009 Bonds in the
manner provided hereafter so long as the aggregate principal amount of the Series 2009 Bonds
does not exceed $425,000,000, and so long as the true interest cost for the Series 2009 Bonds (in
the aggregate) does not exceed 8.50%.
In determining the final interest rates, maturity dates, aggregate principal amounts,
principal maturities, redemption rights of the Series 2009 Bonds and the amount of the deposit to
the Series 2009A Debt Service Reserve Fund and Series 2009B Debt Service Reserve Fund, the
Chief Executive Officer, 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 2009 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
2009 Bonds. Subject to the terms and conditions set forth in this Section 15, 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 final interest rates, maturity dates, aggregate
principal amounts, principal maturities, redemption rights and the amount of -the deposit to the
Series 2009A Debt Service Reserve Fund and Series 2009B Debt Service Reserve Fund set forth
therein.  Following the execution of the Bond Purchase Contract, the Chief Executive Officer
shall provide a report to the Commission, describing the final terms of the Series 2009 Bonds
approved pursuant to the authority delegated in this section. The authority granted to the Chief
Executive Officer and the Designated Port Representative by this Section 15 shall expire 60 days
after the date of approval of this series resolution.  If a Bond Purchase Contract for any one or
more series of the Series 2009 Bonds has not been executed within 60 days after the date of final
approval of this series resolution, the authorization for the issuance of such series of Series 2009
Bond shall be rescinded, and such Series 2009 Bonds shall not be issued nor their sale approved
unless the issuance of such Series 2009 Bonds shall have been re-authorized by resolution of the
Commission.  The resolution re-authorizing the issuance and sale of such Series 2009 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 2009 Bonds not issued) or may be in the form of an amendatory
resolution approving a bond purchase contract or establishing terms and conditions for the
authority delegated under this Section 15.
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 2009 Bonds to the Underwriters
thereof and further to execute all closing certificates and documents required to effect the closing
and delivery of the Series 2009 Bonds in accordance with the terms of the Bond Purchase
Contracts.
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 2009 Bonds and the distribution of the Series 2009 Bonds
pursuant thereto with such changes, if any, as may be deemed by hirnher to be appropriate.
Section 16.   Compliance with Parity Conditions.  The Commission hereby finds and
determines as required by Section 5 of the Master Resolution, as follows:
First:  The Port is not and has not been in default of its covenant under Section 7
of the Master Resolution for the immediately preceding fiscal year (2008); and
Second: The Commission has been assured that prior to the issuance and delivery
of the Series 2009 Bonds, the Port will be able to execute a certificate (prepared as prescribed by
the Master Resolution) demonstrating fulfillment of the Coverage Requirement, commencing on
the first full fiscal year following the earlier of (1) the Date of Commercial Operation of the
Facilities to be financed with the proceeds of the Series 2009 Bonds as reasonably estimated by
the Port or (2) the date on which any portion of interest on the Series 2009 Bonds will not be
paid from the proceeds thereof and for the following two fiscal years.
The limitations contained in the conditions provided in Section 5 of the Master
Resolution having been complied with, the payments required herein to be made out of the Net
Revenues to pay and secure the payment of the principal of, premium, if any, and interest on the
Series 2009 Bonds shall constitute a lien and charge upon such Net Revenues equal in rank to .the
lien and charge thereon of the Outstanding Parity Bonds.
Section 17.   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 18.   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 2009 Bonds may be
insured by the issuance of the Bond Insurance Policy. The Designated Port Representative shall
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 19.   Severabilitv. 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
:---1
agreements, shall be null and void and shall be deemed separable from the remainingmvenantg
. . *
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 Parity Bonds.
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  q  ~  dof &u,a  y      , 2009, and duly authenticated in open session by the
signatures of the commissioners voting in favor thereof and the seal of the commission duly
affixed.




PXlRCU DAWS
A        I
U             - commissi$ers
JOHN CRE~GHTON
CERTIFICATE

I, the undersigned, Secretary of the Port Commission (the "Commission") of the Port of
Seatlle (the "Port"), DO HEREBY CERTIFY:
1.      That the attached resolution numbered 3619 as amended (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 p d a yof  d-&k~_  ,2009, 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
& ,2009.
Secretary xiom -HARA,

Limitations of Translatable Documents

PDF files are created with text and images are placed at an exact position on a page of a fixed size.
Web pages are fluid in nature, and the exact positioning of PDF text creates presentation problems.
PDFs that are full page graphics, or scanned pages are generally unable to be made accessible, In these cases, viewing whatever plain text could be extracted is the only alternative.