6f Attachment Commercial Paper Program
Item No. 6f_attach
Meeting Date: September 22, 2020
RESOLUTION NO. 3456, as amended
\.
A RESOLUTION of the Port Commission of the Port of Seattle,
authorizing the sale of Subordinate Lien Revenue Notes (Commercial
Paper), in series from time to time in an aggregate principal amount
not to exceed $250,000,000, for the purpose of financing and
refinancing capital improvements, including refunding outstanding
notes, within the Port, for working capital and for paying maturing
revenue notes of the same series and/or reimbursing one or more
credit providers for advances made therefor; providing a method of
determining the dates, forms, terms, maturities, and interest rates of
each series of such notes; authorizing the execution and delivery of
one or more bank reimbursement notes; approving the form of and
authorizing the execution, delivery and performance of various
agreements relating to said notes; and making certain other covenants
and agreements with respect thereto.
Prepared by:
PREsTON GATES & ELLIS I.LP
Seattle, Washington
Adopted: .J,u...2..J.e , 2001
TABLE OF CONTENTS
ARTICLE I.
DEFINITIONS; INTERPRETATION
Section 1.01. Definitions.............................................................................................................4
Section 1.02. 'Interpretation.......................................................................................................26
ARTICLE II.
ISSUANCE, CONDITIONS AND TERMS OF NOTES
Section 2.01. Plan ofFin'ance.................................................................................................... 27
Section 2.02. Authorization of Notes; Terms.......................................-..................................... 28
Section 2.03. Execution............................................................................................................. 31
Section 2.04. Authentication ..................................................................................................... 31
Section 2.05. Registration .........................................................................................................31
Section 2.06. Mutilated, Destroyed, Lost or Stolen Master Notes ............................................35
Section 2.07. Acts of Registered Owners; Evidence of Ownership .......................................... 35
Section 2.08. Determination of Interest Rates...........................................................................36
Section 2.09. Interest Rate on Reimbursement Note ................................................................37
Section 2.10. Form ofNotes......................................................................................................38
Section 2.11. Defeasance ..........................................................................................................40
ARTICLE ID.
ISSUANCE; DELIVERY AND PAYMENT PROCEDURES
Section 3.01. Authorization and Delivery of Notes in Book-Entry Form.................................41
Section 3.02. Authorization and Delivery of Notes in Certificated Form.................................42
Section 3.03. Reliance on Instructions ......................................................................................43
Section 3.04. Lilllitation on Issuance ........................................................................................43
Section 3.05. Note Payment Account; Draws on Credit Facility..............................................45
Section 3.06. Payment of Matured Notes..................................................................................47
Section 3.07. Bank Repayment Accounts .................................................................................49
Section 3.08. Delivery and Application of Note Proceeds........................................................49
ARTICLE IV.
PAYMENT OF NOTES; DISPOSITION OF NOTE PROCEEDS
Section 4.01. Payment of Notes ................................................................................................ 50
Section 4.02. Use of Moneys in the Subordinate Lien Note Fund and Moneys Drawn-
Under Credit Facilities ........................................................................................54
Section 4.03. Enforcement of Rights ........................................................................................ 55
Section 4.04. Permitted Prior Lien Bonds and Future Subordinate Lien Parity Bonds ............ 55
Section 4.05. Covenants ............................................................................................................ 59
Section 4.06. Derivative Products .............................................................................................61
Section 4.07. Disposition of Note Proceeds .............................................................................. 63
Section 4.08. Tax Covenants .....................................................................................................66
Section 4.09. Defaults and Remedies ......................................................................................... 66
Section 4.10. Compliance with Parity Conditions ....................................................................71
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ARTICLEV.
THE DEALER; THE REGISTRAR; SALE OF NOTES; EXECUTION OF
AGREEMENTS
Section 5.01. Appointment.of Dealer........................................................................................72
Section 5.02. Additional Duties of Registrar ............................................................................72
Section 5.03. Reimbursement Agreement .................................................................................72
Section 5.04. Approval of Financing Documents .....................................................................73
Section 5.05. Specific Authorizations .......................................................................................74
ARTICLE VI.
MISCELLANEOUS
Section 6.01. Contract; Severability..........................................................................................74
Section 6.02. Notice ..................................................................................................................74
Section 6.03. References to Bank..............................................................................................74
Section 6.04. Notices.................................................................................................................75
Section 6.05. Notices to Rating Agencies .................................................................................76
Section 6.06. Amendments Without Registered Owners' Consent ..........................................77
Section 6.07. Amendments With Registered Owners Consent .................................................78
Section 6.08. Amendments With Bank'sConsent; Consent of Issuers of Credit Facility ........78
Section 6.09. Immediate Effect .........................................;.......................................................78
Exhibit A-List of Series B Projects
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RESOLUTION NO. 3456, as amended
A RESOLUTION of the Port ,Commission of the Port of Seattle,
authorizing the sale of Subordinate Lien Revenue Notes (Commercial
Paper), in series from time to time in an aggregate principal amount
not to exceed $250,000,000, for the purpose of financing and
refinancing capital improvements, incJuding refunding, outstanding
notes, within the Port, for working capital and for paying maturing
revenue notes of the same series and/or reimbursing one or more
credit providers for advances made therefor; providing a method of
determining the dates, forms, terms, maturities, and interest rates of
each seri~s of such notes; authorizing the execution and delivery of
one or more bank reimbursement notes; approving the form of and
authorizing the execution, delivery and performance of various
agreements relating to said notes; and making certain other covenants
and agreements with respect thereto.
WHEREAS, the Port of Seattle (the "Port"), a municipal corporation of the State of
Washington, owns and operates Seattle-Tacoma International Airport (the "Airport") and a
system of marine terminals and properties; and
WHEREAS, the Port has authorized the issuance of revenue bonds in one or more series
to finance improvements to these facilities pursuant to Resolution No. 3059, adopted on
February 2, 1990, and most recently amended by Resolution No. 3436, adopted on July 11, 2000
(the "Master Resolution"); and
WHEREAS, the Port has issued and currently ha's outstanding seventeen series of first
lien revenue bonds pursuant to the Master Resolution, as follows:
Currently
Resolution Date of Original Outstanding Final
Number Issue Principal Amt. (April 1, 2001) Maturity Dates
3060 2/1/90 (A) $66,240,492.05 $ 2,625,492.05 12/1/03
3060 2/1/90 (B) 59,969,771.35 13,969,771.35 12/1/14
3111 4/1/92 (A) 25,450,000.00 3,965,000.00 11/1/05
3111 4/1/92 (B) 115,440,000.00 73,165,000.00 11/1/17
3120 2/1/93 (B) 60,750,000.00 3,340,000.00 11/1/01
3155 2/1/94 (A) 27,135,000.00 25,120,000.00 12/1/11
3155 2/1/94 (B) 50,000,000.00 45,885,000.00 5/1/19
3155 2/1/94 (C) 51,755,000.00 31,850,000.00 7/1/09
3215 4/1/96 (A) 31,820,000.00 31,820,000.00 9/1/21
3215 4/1/96 (B) 74,520,000.00 68,355,000.00 9/1/17
3242 5/1/97 (A) 120,375,000.00 120,375,000.00 10/1/22
3242 5/1/97 (B) 19,985,000.00 16,790,000.00 10/1/05
3275 5/1/98 (A) 73,180,000.00 72,150,000.00 6/1/17
3430 8/10/00 (A) 130,690,000.00 130,690,000.00 2/1/30
3430 8/10/00 (B) 221,590,000.00 221,590,000.00 2/1/24
3430 8/10/00. (C) 11,500,000.00 9,335,000.00 2/1/05
3430 9/6/00 (D) 28,085,000.00 25,935,000.00 2/1/11
(the "Outstanding First Lien Bonds"); and
WHEREAS, each of the resolutions authorizing the issuance of the Outstanding First
Lien Bonds permits the Port to issue its revenue obligations having a lien on Net Revenues (as
such term is defined in the Master Resolution) subordinate to the lien thereon of the Outstanding
First Lien Bonds; and
WHEREAS, pursuant to/Resolution No. 3255, as amended, the Port of Seattle authorized
the issuance of up to $100,000,000 of SubordinateLien Revenue Notes (Commercial Paper) (the
"1997 Program'');and
WHEREAS, payment of the principal of and interest on the 1997 Program was made
from drawings under an irrevocable direct pay letter of credit issued by Bank of America,
National Association, now known as Bank of America N.A. ("Bank of America"); and
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WHEREAS, the Port has issued and currently has outstanding five series of subordinate
lien revenue bonds, as follows:
Authorizing Date of Currently
Resolution Original Original Outstanding Final
Number Issue Principal Amt. (April 1, 2001) Maturity Dates
32381 3/26/97 $ 108,830,000 $ 108,830,000 9/1/22
32552 (CP) 100,000,000 100,000,000 11/1/17
32763 5/1/98 27,930,000 24,840,000 8/1/17
3354 9/1/99 (A) 127,140,000 127,140,000 9/1/24
3354 9/1/99 (B) 116,815,000 116,815,000 9/1/24
(the "Outstanding Subordinate Lien Bonds"); and
WHEREAS, each of the resolutions, as amended, authorizing the issuance of the
Outstanding Subordinate Lien Bonds (identified in the chart above) authorized the Port to issue
revenue obligations on a parity of lien therewith under certain conditions; and
WHEREAS, the Port has determined that such conditions will be met; and
WHEREAS, the Airport and marine facilities of the Port are in need of additional capital
expansion and improvement; and
WHEREAS, the Port has determined to replace its original 1997 Program to meet
additional financial needs; and
WHEREAS, the Port Commission has held a public hearing on the issuance of two series
of revenue obligations as required by Section 147(f) of the Internal Revenue Code, as amended;
NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE
PORT OF SEATTLE, WASIDNGTON, as follows:
1 Amended by Resolution No. 3351, as amended, adopted on August 24, 1999. The Subordinate Lien Revenue
Bonds, 1997 were remarketed on September 1, 1999.
2 Amended by Resolution No. 3352, as amended, adopted on August 24, 1999.
3 Amended by Resolution No. 3353, as amended, adopted on August 24, 1999.
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ARTICLE I.
DEFINITIONS; INTERPRETATION
Section 1.01. Definitions. Unless the context otherwise requires, the following tenns
shall have the following meanings:
Accreted Value means (1) with respect to any Capital Appreciation Bonds, as of any date
of calculation, the sum of the amount set forth in a Subordinate Lien Resolution as the amount
representing the initial principal amount of such Subordinate Lien Parity Bonds plus the interest
accumulated, compounded and unpaid thereon as of the most recent compounding date, or
(2) with respect to Original Issue Discount Bonds, as of the date of calculation, the amount
representing the initial public offering price of such Subordinate Lien Parity Bonds plus the
amount of discounted principal which has accreted since the date of issue. In each case the
Accreted Value shall be determined in accordance with the provisions of the Subordinate Lien
Resolution authorizing the issuance ofsuch Subordinate Lien Parity Bonds.
Aggregate Annual Debt Service means the sum of (a) Annual Debt Service for all
Subordinate Lien Parity Bonds, and (b) annual debt service for all Subordinate Lien Parity Bonds
authorized but unissued under a Subordinate Lien Resolution unless such unissued Subordinate
Lien Parity Bonds are authorized to provide permanent financing in connection with the issuance
of short-term obligations and, without duplication, Annual Debt Service with respect to any
Derivative Product.
Aggregate Interest Coverage means, with respect to any Notes payable from drawings
under a Credit Facility (and including, if applicable, all currently outstanding notes issued under
the 1997 Program until such outstanding notes are paid and retired) that is an irrevocable direct
pay letter of credit, as of any date, the aggregate amount of Interest Coverage determined with
respect to all Notes payable from drawings under that direct pay letter of credit, including Notes
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then proposed to be issued as additional Notes payable from drawings under a Credit Facility
that is an irrevocable direct pay letter of credit, including all Interest Periods then in effect.
Alternate Credit Facility or Facilities means one or more policy(ies) of municipal bond
insura~ce, letter of credit, surety bond, line of credit, guarantee or other financial instrument or
any combination of the foregoing, which obligates a third party to make payment or provide
funds for the payment of financial obligations of the Port, including but not limited to payment
of the scheduled principal of and interest on one or more Notes. An Alternate Credit Facility
may, but is not required to provide only liquidity support rather than liquidity and credit support.
There may be one or more Credit Facilities outstanding at any time providing for the payment of
the principal of and interest on Notes. Ten days' prior notice of any proposed substitution or
assignment of an Alternate Credit Facility shall be given by the Registrar to the Registered
Owners.
Annual Debt Service means the total amount of Debt Service for any series of
Subordinate Lien Parity Bonds outstanding and, without duplication, with respect to any
Derivative Product, in any fiscal year or Base Period.
Authorized Denominations means $100,000 and any integral multiple of $5,000 in
excess thereof.
Available Revenue means the Gross Revenue of the Port after providing for the payments
set forth in paragraphs First, Second, Third and Fourth of Section 4.0l(b) of this resolution.
Notwithstanding the foregoing. the Port may adopt a resolution obligating and binding the Port
to set aside and pay any part or parts of, or all of, or a fixed proportion of, or a fixed amount of
other receipts (not previously included in Gross Revenue) at any time as additional security for
any one or more series of Subordinate Lien Parity Bonds.
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Balloon Maturity Bonds means the Subordinate Lien Revenue Bonds, Series 1997, the
Subordinate Lien Revenue Bonds, Series 1999A and Series 1999B, the Notes, the
Reimbursement Notes and any Future Subordinate Lien Parity Bonds which are so designated in
the Subordinate Lien Resolution pursuant to which such Future Subordinate Lien Parity Bonds
are issued. Commercial paper (obligations with a maturity of not more than 270 days from the
date of issuance) shall be deemed to be Balloon Maturity Bonds. Balloon Maturity Bonds may
include indebtedness bearing fixed or variable rates of interest during their term.
Bank means Bank of America, N.A. with respect to the Letter of Credit - Bank of
America, and Bayerische Landesbank Girozentrale, acting through its New York Branch, with
respect to the Letter of Credit - Bayerische, and the term also shall incJude the issuer of any
Alternate Credit Facility.
Base Period means any consecutive 12-month period selected by the Port out of the 30-
month period next preceding the date of issuance of an additional series of Future Subordinate
Lien Parity Bonds.
Beneficial Owner means the beneficial owner of all or a portion of a Note while the Note
is in fu11y immobilized form.
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 resolution applicable to the use
of that term.
Business Day, with respect to any Note, means a day (a) other than a day on which banks
in Seattle, Washington or New York, New York or the city in which demands for payment are to
be presented under any Credit Facility are authorized or required to remain closed and (b) on
which the New York Stock Exchange is not closed.
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Capital Appreciation Bonds means Subordinate Lien Parity Bonds all or a portion of the
interest on which is compounded, accumulated and payable only upon redemption or on the
maturity date of such Subordinate Lien Parity Bonds. If so provided in the Subordinate Lien
Resolution authorizing their issuance, Subordinate Lien Parity Bonds may be deemed to be
Capital Appreciation Bonds for only a portion of their term. On the date on which Subordinate
Lien Parity Bonds no longer are Capital Appreciation Bonds, they shall be deemed Outstanding
in a principal amount equal to their Accreted Value.
Capital Fund - A means the account by that name maintained by the Port or in the office
of the Treasurer of the Port for the purpose of holding certain proceeds of the Series A Notes.
Capital Fund - B means the account by that name maintained by the Port or in the office
of the Treasurer of the Port for the purpose of holding certain proceeds of the Series B Notes.
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 Notes.
Commission means the Commission which is the general governing authority of the Port,
or any successor thereto as provided by law.
Consultantmeans at any time an independent consultant nationally recognized in marine
or aviation matters or an engineer or engineering firm or other expert appointed by the Port to
perform the duties of the Consultant as required by this resolution. For the purposes of
delivering any certificate required by Section 4.04 hereof and making the calculation required by
Section 4.04 hereof, the term Consultant shall also include any independent national public
accounting firm appointed by the Port to make such calculation or to provide such certificate or
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nationally recognized financial advisor appointed by the Port for purposes of making such
caJculation.
Costs ofConstruction means all costs paid or incurred by the Port in connection.with the
acquisition and construction of capital additions, improvements and betterments to and
extensions of the Facilities, and the placing of the same in operation, including, but without
limiting the generality of the foregoing, paying all or a portion of the interest_ on the series of
Subordinate Lien Parity Bonds or any portion thereof issued to finance or refinance the costs of
such improvements or to pay maturing Subordinate Lien Parity Bonds of such series during the
period of construction of such improvements and for a period of time thereafter; paying amounts
required to meet any reserve requirement for the fund or account established or maintained for
such series of Subordinate Lien Parity Bonds from the proceeds thereof; paying or reimbursing
the Port or any fund thereof or any other person for expenses incident and properly allocable to
the acquisition and construction of said improvements and the placing of the same in operation;
and all other items of expense incident and properly allocable to the acquisition and construction
of said additions and improvements, the financing of the same and the placing of the same in
operation.
Credit Facility means either Letter of Credit-Bayerische and Letter of Credit-Bank of
America and/or any Alternate Credit Facility then in effect. The term "Credit Facility" is not
intended to include the ''Total Unutilized Commitment" (as such term is defined in the
Reimbursement Agreement - Bayerische).
Date ofCommercial Operation means the date upon which any Facilities are first ready
for normal continuous operation or, if portions of the Facilities are placed in normal continuous
operation at different times, shall mean the midpoint of the dates of continuous operation of all
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portions of such Facilities, as estimated by the Port or, if used with reference to Facilities to be
acquired, shall mean the date on which such acquisition is final.
Dealer means each dealer for Notes pursuant to a Dealer Agreement. Lehman Brothers
Inc. is herein appointed as the initial Dealer for the Notes.
Dealer Agreement means an agreement of that name between the Port and a Dealer.
Debt Service means, for any period of time,
(a) with respect to any outstanding Original Issue Discount Bonds or Capital
Appreciation Bonds which are not designated as Balloon Maturity Bonds in the Subordinate Lien
Resolution authorizing their issuance, the principal amount thereof equal to the Accreted Value
thereof maturing or scheduled for redemption in such period, and the interest payable during
such period;
(b) with respect to any outstanding Fixed Rate Bonds, an amount equal to
(1) the principal amount of such outstanding Fixed Rate Bonds due or subject to mandatory
redemption during such period and for which no sinking fund installments have been established,
(2) the amount of any payments required to be made during such period into any sinking fund
established for the payment of the principal of any such outstanding Fixed Rate Bonds, plus
(3) all interest payable during such period on any such Fixed Rate Bonds outstanding and with
respect to outstanding Fixed Rate Bonds with mandatory sinking fund requirements, calculated
on the assumption that mandatory sinking fund installments will be applied to the redemption or
retirement of such outstanding Fixed Rate Bonds on the date specified in the Subordinate Lien
Resolution authorizing such Fixed Rate Bonds; and
(c) with respect. to all other series of Subordinate Lien Parity Bonds
outstanding, other than Fixed Rate Bonds, Original Issue Discount Bonds or Capital
-9- P:ISC\SCOA5 01/06126
Appreciation Bonds, specifically incJuding but not limited to Balloon Maturity Bonds and
Subordinate Lien Parity Bonds bearing variable rates of interest, an amount for any period equal
to the amount which would have been payable for principal and interest on such Subordinate
Lien Parity Bonds during such period computed ,on the assumption that the amount of
Subordinate Lien Parity Bonds outstanding as of the date of such computation would be
amortized (i) in accordance with the mandatory redemption provisions, if any, set forth in the
Subordinate Lien Resolution authorizing the issuance of such Subordinate Lien Parity Bonds, or
if mandatory redemption provisions are not provided, during a period commencing on the date of
computation and ending on the date 30 years after the date of issuance to provide for essentially
level annual debt service of principal and interest over such period and (ii) at an interest rate
equal to the yield to maturity set forth in the 40-Bond Index published in the edition of The Bond
Buyer (or comparable publication or such other similar index selected by the Port with the
approval of the Consultant, if applicable) selected by the Port and published within 10 days prior
to the date of calculation or, if such calculation is being made in connection with the certificate
required by Section 4.04 hereof, then 10 or fewer days prior to the date of such certificate.
(d) with respect to Derivative Products, the Port Payments required by
contract to be paid to a Reciprocal Payor under any existing Derivative Product, offset by the
Reciprocal Payments during the same period during the relevant period, on the assumption that if
any such payment is not fixed at the time of execution of the Derivative Product, the amount of
such payment will be calculated at the Estimated Average Derivative Rate prevailing during the
remaining term of the Derivative Product.
With respect to any Subordinate Lien Parity Bonds payable in other than U. S. Dollars,
Debt Service shall be calculated as provided in the Subordinate Lien Resolution authorizing the
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issuance of such Bonds. Debt Service shall be net of any interest funded out of Subordinate Lien
Parity Bond proceeds. Debt Service also shall be net of any principal funded out of Subordinate
Lien Parity Bond proceeds an~ shall be net of any principal and/or interest (not including any
amounts deposited to any reserve account for payment of principal and/or interest) funded from
proceeds of any Permitted Prior Lien Bonds or any other obligations thereafter issued for such
purposes. Debt Service shall include reimbursement obligations (and interest accruing thereon)
to providers of Credit Facilities to the extent authorized in a Subordinate Lien Resolution.
Derivative Facility means a letter of credit, an insurance policy, a surety bond or other
credit enhancement device, given, issued or posted as security for obligations under one or more
Derivative Products.
Derivative Payment Date means any date specified in the Derivative Product on which a
Port Payment is due and payable under the Derivative Product.
Derivative Product means a written contract or agreement between the Port and a
Reciprocal Payor, which provides that the Port's obligations thereunder will be conditioned on
the absence of: (i) a failure by the Reciprocal Payor to make any payment required thereunder
when due and payable, and (ii) a default thereunder with respect to the financial status of the
Reciprocal Payor; and
(a) under which the Port is obligated to pay, on one or more scheduled and
specified Derivative Payment Dates, the Port Payments in exchange for the Reciprocal Payor's
obligation to pay or to cause to be paid to the Port, on the same scheduled and specified
Derivative Payment Dates, the Reciprocal Payments; i.e., the contract must provide for net
payments;
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(b) for which the Port's obligations to make all or any portion of Port
Payments may be secured by a pledge of and lien on Net Revenues on an equal and ratable basis
with the outstanding Subordinate Lien Parity Bonds;
(c) under which Reciprocal Payments are to be made directly into a bond fund
for outstanding Subordinate Lien Parity Bonds;
(d) for which the Port Payments are either specified to be one or more fixed
/
amounts or are determined according to a formula set forth in the Derivative Product; and
(e) for which the Reciprocal Payments are either specified to be one or more
fixed amounts or are determined according to a formula set forth in the Derivative Product.
Derivative Product Account means the Derivative Product Account, if any, created and
established under Section 4.06(d) hereof.
Designated Port Representative means the Executive Director of the Port, the Deputy
Executive Director 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 appointed by such person in writing
delivered to each Bank and the Registrar.
Drawing means a request for funds as specified in a Credit Facility.
DTC means The Depository Trust Company, New York, New York, as depository for the
Notes or any successor or substitute depository for such Notes.
Electronic Means means telecopy, telegraph, telex, facsimile transmission, time sharing
terminal or any electronic means of communication that produces a written record.
Estimated Average Derivati.ve Rate means:
(a) as to the variable rate payments to be made by a party under any
Derivative Product,
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(i) if the Port is the variable rate payor, the greater of the thenprevailing
value of the fonnula set forth in the Derivative Product by which the variable rate
payments to be paid by the Port are determined or the average of such variable rate fonnula
during the immediately preceding 12 months; or
(ii) if the Reciprocal Payor is the variable rate payor, the lesser of the
then-prevailing value of the fonnu]a set forth in the Derivative Product by which the variable
rate payments to be paid by the Reciprocal Payor are determined or the average of such variable'
rate fonnula during the immediately preceding 12 months; and
(b) when the variable rate to be used in a Derivative Product is a designated
hedge of one or more specified maturities of the variable rate Subordinate Lien Parity Bonds, the
variable rate or rates under the Derivative Product wil1 be deemed to be the same rate or rates
estimated for. the specified maturity or maturities of the specified Subordinate Lien Parity Bonds;
and
(c) if two or more Derivative Products each specify the same index and
fonnu]a for determining and setting their respective variable rates, on the same dates, and for the
same periods of time, and with respect to identical derivative principal amounts, all such
Derivative Products shall be deemed to have the same Estimated Average Derivative Rate,
calculated in accordance with paragraphs (a)(i) and (a)(ii) of this definition and, where
applicable, with respect to the first of such Derivative Products to become effective.
Facilities means all equipment and all property, real and personal, or any interest therein,
whether improved or unimproved, now or hereafter (for as Jong as any Subordinate Lien Parity
Bonds of the Port shall be outstanding) owned, operated, used, leased or managed by the Port
and which contribute in some measure to its Gross Revenue.
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Favorable Opinion of Bond Counsel means, with respect to any action, a writte,i legal
opinion of Bond Counsel, to the effect that such action is permitted under the laws of the State
and this resolution and, if a Series of Notes has been issued on a tax-exempt basis will not impair
the exclusion of interest on a Note from gross income for federal income tax purposes (subject to
the inclusion of any exceptions contained in the opinion delivered upon original issuance of such
Note).
First Uen Bonds means the Outstanding First Lien Bonds identified in the recitals to this
resolution and any bonds issued by the Port in the future under a "Series Resolution" (as defined
in the Master Resolution) and pursuant to Section 7 of the Master Resolution, which provides
that such bonds shall be on a parity of lien with other series of First Lien Bonds.
Fiscal Agency Agreement means the agreement of that name dated February 1, 1997,
among the State of Washington and The Bank of New York and Wells Fargo Bank, National
Association and any amendments and supplements thereto and replacements thereof.
Fitch means Fitch, 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.
Fixed Rate' Bonds means those Subordinate Lien Parity Bonds other than Capital
Appreciation Bonds, Original Issue Discount Bonds or Balloon Maturity Bonds issued under a
Subordinate Lien Resolution in which the rate of interest on such Subordinate Lien Parity Bonds
is fixed and determinable through their final maturity or for a specified period of time. If so
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provided in the Subordinate Lien Resolution authorizing their issuanc~, Subordinate Lien Parity
Bonds may be deemed to be Fixed Rate Bonds for only a portion of their term.
Further Adv(!nce Balance, with respect to any Note payable from drawings under a
Credit Facility that is an irrevocable direct pay letter of credit, has the meaning given such term
in the Reimbursement Agreement(s), if any, applicable to such Credit Facility.
Further Advance Note, with respect to any Note payable from drawings under a Credit
Facility that is an irrevocable direct pay letter of credit, has the meaning given such term in the
Reimbursement Agreement(s), if any, applicable to such Credit Facility.
Future Subordinate Lien Parity Bonds means those revenue bonds or other revenue
obligations which will be issued by the Port in the future with a lien on Net Revenues equal to
the lien thereon of the Notes, the Reimbursement Note(s) and the Outstanding Subordinate Lien
Bonds.
Government Obligations has the meaning given to such term in RCW Chapter 39.53, as
amended; provided that such obligations must be noncallable obligations issued or
unconditionally guaranteed by the United States of America.
Gross Revenue means all in'come and revenue derived by the Port from time to time from
any source whatsoever except:
(a) the proceeds of any borrowing by the Port and the earnings thereon (other
than earnings on proceeds deposited in reserve funds),
(b) income and revenue which may not legally be pledged for revenue bond
debt service,
(c) passenger facility charges, head taxes, federal grants or substitutes therefor
allocated to capital projects;
-15- P:ISC\SCOAS 01/06126
(d) payments made under Credit Facilities issued to pay or secure the payment
of a particular series of Subordinate Lien Parity_Bonds;
(e) proceeds of insurance or condemnation proceeds other than business
interruption insurance;
(f) income and revenue of the Port separately pledged and used by it to pay
and secure the payment of the principal of and interest on any issue or series of Special Revenue
Bonds of the Port issued to acquire, construct, equip, install or improve part or all of the
particular facilities from which such income and revenue are derived, provided that nothing in
this subparagraph (f) shall permit the withdrawal from Gross Revenue of any income or revenue
derived or to be derived by the Port from any income producing facility which shall have been
contributing to Gross Revenue prior to the issuance of such Special Revenue Bonds; and
(g) income from investments irrevocably pledged to the payment of bonds
issued or to be refunded under any refunding bond plan of the Port.
Notwithstanding the foregoing, the Port may elect to pledge other receipts at any time as
additional security for any one or mores series of obligations.
Instruction ~as the meaning given such term in Section 3.01
Interest Coverage means with respect to each Note which is payable from drawings
under a Credit Facility that is an irrevocable direct pay letter of credit, a dollar amount
determined in accordance with the following fonnula:
((RX P) +365)) X (D + 15)
R = Interest Rate, applicable to such Note
P = Principal amount ofNote bearing interest at such Interest Rate
D = Duration (in days) of the Interest Period applicable to such Note
-16- P:\SCISCOAS 01/06126
Interest Payment Date means for each Note, the maturity date of such Note or, with
respect to a Reimbursement Note, the dates specified therefor in the applicable Reimbursement
Agreement.
Interest Period means the period of time beginning on and including the date of issuance
to but excluding the maturity date for each Note, which period shall be a period of at least one
day but not more than 270 days, established pursuant to Section 2.08.
Interest Portion means the dollar amount available to be drawn under a Credit Facility
then in effect to pay interest on the Notes.
Interest Rate means the per annum interest rate for each Note determined pursuant to
Section 2.08.
Issue Date, with respect to the Notes, means the first date the aggregate principal amount
of Notes issued and Outstanding equals or exceeds $100,000.
Letter of Credit - Bank of America means the irrevocable direct pay letter of credit
issued by Bank of America pursuant to the Reimbursement Agreement - Bank of America.
Letter of Credit - Bayerische means the irrevocable direct pay letter of credit issued by
Bayerische Landesbank Girozentrale, acting through its New York Branch, pursuant to the
Reimbursement Agreement - Bayerische.
Letter of Representations means the Blanket Issuer Letter of Representations between
OTC and the Port.
Limit, with respect to a Credit Facility, means the dollar amount available to be drawn
under a Credit Facility then in effect to pay principal on the Notes.
Master Note means each Note delivered to OTC to evidence one or more Series or
portions of Series.
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Master Resolution means Resolution No. 3059, as amended by Resolution Nos. 3214,
3241 and 3436 of the Commission, and as the same may be amended in the future in accordance
with its terms.
Maximum Annual Debt Service means, with respect to any outstanding series of
Subordinate Lien Parity Bonds, the highest remaining Annual Debt Service for such series of
Subordinate Lien Parity Bonds.
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.
1997 Program has the meaning given such term in the recitals to this resolution
Net Revenues means Gross Revenue less any part thereof that must be used to pay
Operating Expenses.
Note Payment Account has the meaning given such term in Section 3.05.
Note Register means the records maintained on behalf of the Port containing the name
and mailing address of each owner of the Notes or the nominee of such owner, and such other
information as the Registrar shall determine.
Notes means, collectively, the Series A Notes, the Series B Notes, the Series C Notes and
the Series D Notes. When used in this resolution, the term "Note" is not intended to mean or
include a Reimbursement Note.
Notice Parties means the Port, each Dealer, the Registrar and each Bank.
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Operating Expenses means the current expenses incurred for operation or maintenance
of the Facilities (other than Special Facilities), as defined under generally accepted accounting
principles, in effect from time to time, excluding any allowances for depreciation or amortization
or interest on any obligations of the Port incurred in connection with and payable from Gross
Revenue.
Original Issue Discount Bonds means Subordinate Lien Parity Bonds which are sold at
an initial public offering price of less than 95% of their face value and which are specifically
designated as Original Issue Discount Bonds in the Subordinate Lien Resolution authorizing
their issuance.
Outstanding, when used as of a particular time with reference to Notes delivered under
authority of this resolution, means all Notes delivered under authority of this resolution, except:
(a) Notes canceled by the Registrar or surrendered to the Registrar for
cancellation;
(b) Notes paid or deemed to have been paid within the meaning of this
resolution; and
(c) Notes in lieu of or in substitution for which replacement Notes shall have
been executed by the Port and delivered by the Registrar hereunder.
A Reimbursement Note shall be deemed to remain Outstanding until the applicable Bank
is paid all amounts due on such Reimbursement Note and the applicable Credit Facility has
expired or been tenninated.
Outstanding Subordinate lien Bonds means, collectively, the Port of Seattle,
Washington, Subordinate Lien Revenue Bonds, Series 1997 authorized to be issued by
Resolution No. 3238, as amended, the Port of Seattle, Washington Subordinate Lien Revenue
-19- P:\SCISCOAS 01/06126
Notes (Commercial Paper) authorized to be issued by Resolution No. 3255, as amended, the Port
of Seattle Subordinate Lien Refunding Revenue Bonds, 1998 authorized to be issued by
Resolution No. 3276, as amended, and the Port of Seattle Subordinate Lien Revenue Bonds,
Series 1999A and Series 1999B authorized to be issued by Resolution No. 3354, as amended.
Participant means (a) any person for which, from time to time, DTC effectuates bookentry
transfers and pledges of securities pursuant to the book-entry system referred to in
Section 2.05 hereof or (b) any securities broker or dealer, bank, trust company or other person
that clears through or maintains a custodial relationship with a person referred to in (a).
Permitted Prior Lien Bonds means and includes the First Lien Bonds and any other
revenue bonds that may be issued in the future at the discretion of the Port payable from Net
Revenues available after the payment of the amounts described in paragraphs First, Second, and
Third of Section 4.0l(b) of this resolution, all as permitted in Section 4.04(a) of this resolution.
All Permitted Prior Lien Bonds shall have liens on Net Revenues superior to the lien thereon of
the Subordinate Lien Parity Bonds.
Person means an individual, a corporation, a limited liability company, a partnership, an
association, a joint stock company, a trust, an unincorporated organization, a governmental body
or a political subdivision, a municipal corporation, a public corporation or any other group or
organization of individuals.
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.
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Port Payments means any p::i.yment, other than a termination payment, required to be 1
made by or on behalf of the Port under a Derivative Product and which is determined according
to a formula set forth in a Derivative Product.
Projects means, collectively, the Series A Projects, the Series B Projects and the Series C
Projects.
Rate Determination Date means the date on which the interest rate and maturity date for
a Note (other than a Reimbursement Note) shall be determined.
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.
Rating Confinnation Notice means a written notice from any Rating Agency then
maintaining a rating with respect to the Notes confirming that the rating on the Notes will not be
lowered, withdrawn or suspended as a result of the action proposed to be taken.
Reciprocal Payment means any payment to be made to, or for the benefit of, the Port
under a Derivative Product by the Reciprocal Payor.
Reciprocal Payor means any bank or corporation, partnership or other entity whose
guarantor maintains or who maintains for itself at least an "A" rating from each Rating Agency
then maintaining a rating on Outstanding Subordinate Lien Parity Bonds and which is a party to
a Derivative Product and which is obligated to make one or more Reciprocal Payments
thereunder.
Record Date means the close of business as of the day (whether or not a Business Day)
next preceding each Interest Payment Date.
-21- P:\SCISCOAS 01106126
Registered Owner means the person named as the registered owner of a Note on the Note
Register. For so long as a Securities Depository or its nominee holds the Notes, such Securities
Depository shall be deemed to be the Registered Owner.
Registered Owners' Trustee means the bank or financial institution selected by the
Registered Owners of the Notes pursuant to Section 4.09 hereof.
Registrar means the fiscal agency of the State of Washington m either Seattle,
Washington, or New York, New York, for the purposes of (a) registering and authenticating the
Notes, (b) maintaining the Note Register, (c) paying interest on and principal of the Notes and
(d) drawing any amounts under any Credit Facility for the purpose of paying the interest on and
principal of any Notes.
Reimbursement Agreement - Bank of America means the Letter of Credit
Reimbursement Agreement, dated as of November 1, 1997, between the Port and Bank of
America National Association, now known as Bank of America, N.A., as the same has been and
may be amended in accordance with its terms.
Reimbursement Agreement - Bayerische means the Letter of Credit Reimbursement
Agreement, dated as of June 1, 2001, between the Port and Bayerische Landesbank Girozentrale,
acting through its New York Branch, as the same may be amended in accordance with its terms.
Reimbursement Agreement means the Reimbursement Agreement - Bayerische, the
Reimbursement Agreement - Bank of America and any other similar agreement entered into in
(
connection with the issuance of any Alternate Credit Facility and any and all modifications,
alterations, and amendments and supplements thereto.
Reimbursement Note means a note delivered to a Bank pursuant to Section 4.0l(d)
hereof or under Resolution No. 3255, as amended, and a Reimbursement Agreement.
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Repair and Renewal Fund means the special fund authorized to be created pursuant to
Section 2(B) of the Master Resolution.
Request has the meaning given such term in Section 3.01.
Revenue Fund means, collectively, the Port's General Fund, Airport Development Fund
and any other fund established in the office of the Treasurer of the Port for the receipt of Gross
Revenues.
Securities Depository means any "clearing agency" registered under Section 17A of the
Securities Exchange Act of 1934, as amended.
Series shall refer, as the context may require, to all Notes issued under the designation
Series A, Series B, Series C or Series D or may refer to any separately identified set of Notes
within such Series.
Series A Notes means the Port of Seattle Subordinate Lien Revenue Notes (Tax-Exempt
Commercial Paper), Series A authorized by Section 2.02 of this resolution.
Series B Notes means the Port of Seattle Subordinate Lien Revenue Notes (Tax-Exempt
Commercial Paper), Series B authorized by Section 2.02 of this resolution.
Series C Notes means the Port of Seattle Subordinate Lien Revenue Notes (Tax-Exempt
Commercial Paper), Series C authorized by Section 2.02 of this resolution.
Series D Notes means the Port of Seattle Subordinate Lien Revenue Notes (Taxable
Commercial Paper), Series D authorized by Section 2.02 of this resolution.
Series A Projects means those capital improvement projects identified as part of the
Port's 1998-2001 capital improvement plans as they appear in the 1998-2001 budgets and shall
include any subsequent capital improvement plan or program approved by the Commission but
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including therein only those facilities which may be financed with tax exempt governmental (not
private activity) obligations.
Series B Projects means those capital improvement projects identified on Exhibit A-1
attached hereto and incorporated by this reference herein as such Exhibit may be amended or
supplemented from time to time by notice published by the Port.
Series C Projects means the application of Working Capital as herein defined.
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 or division shall be
dissolved or liquidated or shall no longer perfonn the functions of a securities rating agency, then
the tenn "S&P" shalJ be deemed to refer to any other nationalJy recognized securities rating
agency (other than Moody'sor Fitch) selected by the Designated Port Representative.
Special Facilities means particular facilities financed with the proceeds of Special
Revenue Bonds.
Special Revenue Bonds means any issue or series of revenue bonds, revenue warrants or
other revenue obligations of the Port issued to directly or indirectly acquire (by purchase, lease
or otherwise), construct, equip, install or improve part or an of particular facilities and which are
payable from and secured by the income and revenue from such facilities.
Subordinate lien Note Fund means the Port of Seattle Subordinate Lien Note Fund
(Commercial Paper), created in the office of the Treasurer of the Port by authority granted in
Section 4.01 ofthis resolution.
Subordinate Lien Parity Bonds means the Outstanding Subordinate Lien Bonds, the
Notes, each Reimbursement Note and any Future Subordinate Lien Parity Bonds.
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Subordinate Lien Parity Test means Available Revenue equal to or greater than 1.5
times Aggregate Annual Debt Service.
Subordinate Lien Rate Covenant means the covenant of the Port to establish, maintain
and collect rentals, tariff;s, rates, fees and charges in the operation of all of its business for as long
as any Notes or Reimbursement Notes are Outstanding that will produce Available Revenue in
each fiscal year at least! equal to the amounts required to be deposited during such fiscal year
from Net Revenues into the Subordinate Lien Note Funds, any other bond fund established or
maintained for the beqefit of Subordinate Lien Parity Bonds, and any fund established or
maintained to pay anyEort Payments due with respect to any Derivative Product and any other
. amounts due to the Banks, to the issuers of Credit Facilities for the Subordinate Lien Parity
Bonds then outstanding or, to the extent not otherwise provided for in this definition, any
Reciprocal Payor, but excluding from each of the foregoing, payments made or to be made from
refunding debt and capitalized debt service or other money irrevocably set aside for such
payment.
Subord.inate Lien Resolutions means each of the resolutions identified in the chart
describing the Outstanding Subordinate Lien Bonds in the recitals to this resolution and shall
include this resolution, together with any Supplement thereto, and any resolution of the
Commission approved in the future authorizing the issuance of a series of Future Subordinate
Lien Parity Bonds, as such resolution(s) may thereafter be amended or supplemented.
Sum means, with respect to Notes payable from drawings under a particular Credit
Facility that is an irrevocable direct pay letter of credit, the aggregate principal amount of those
Notes Outstanding (and including, if applicable, all currently outstanding notes issued under the
-25- 01106126
1997 Program until such outstanding notes are paid and retired) plus the balance then
outstanding under the Reimbursement Note relating to that Credit Facility.
Treasurer ofthe Port means the Director of Finance of King County, Washington, or any
other public officer as may hereafter be designated pursuant to law to have the custody of Port
funds.
Working Capital means money required by the Port to meet a temporary cash flow
deficit in one or more of the funds ofthe Port.
Working Capital Fund .. C means the account by that name maintained by the Port or in
the office of the Treasurer of the Port for the purpose of holding certain proceeds of the Series C
Notes.
Section 1.02. Intemretation. In this resolution, unless the context otherwise requires:
(a) The terms "hereby," "hereof," "hereto," "herein, "hereunder'' and any
similar terms, as used in this resolution, refer to this resolution as a whole and not to any
particular article, section, subdivision or clause her~_of, and the term "hereafter" shall mean after,
and the term "heretofore" shall mean before, the date of this resolution;
(b) Words of the masculine gender shall mean and include correlative words
of the feminine and neuter genders and words ixpporting 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 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
resolution, and any table of contents or marginal notes appended to copies hereof, shall be solely
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for convenience of reference and shall not constitute a part of this 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.
(f) Whenever any consent or direction is required to be given by the Pott,
such consent or direction shall be deemed given when given by the Designated Port
Representative or his or her designee, respectively, and all references herein to the Designated
Port Representative shall be deemed to include references to his or her designee, as the case may
be.
ARTICLE II.
ISSUANCE, CONDITIONS AND TERMS OF NOTES
Section 2.01. Plan ofFinance.
(a) Series A Notes. The Port intends to undertake improvements within and as
a part of the Port's 1998-2001 capital improvement plans as they appear in the capital budgets
approved by the Port for the years 1998 through 2001. In addition, the Commission, in the
future, may approve additional capital improvement plans (the "Series A Projects"). The Port
may at its option use the Series A Note proceeds for any capital purpose, including refunding
Outstanding Series A Notes, so long as such use shall not cause any Series A Note to be
considered a "private activity bond." The Costs of Construction of the Series A Projects are
expected to be paid or reimbursed in part with the proceeds of the Series A Notes and the balance
of the Costs of Construction of the Series A Projects shall be paid from other available Port
funds.
(b) Series B Notes. The Series B Projects include those capital improvement
projects identified on Exhibit A-1 attached hereto and incorporated by this reference herein as
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such Exhibit may be amended or supplemented from time to time by notice published by the
Port. Notwithstanding the foregoing, the Port may at its option use the Series B Note proceeds
for other or additional capital purposes upon receipt of a Favorable Opinion of Bond Counsel,
and to refund Outstanding Series B Notes. The Costs of Construction of the Series B Projects
are expected to be paid or reimbursed in part with the proceeds of the Series B Notes and the
balance of the Costs of Construction of the Series B Projects shall be paid from other available
Port funds.
(c) Series C Notes. The Port intends to use proceeds of the Series C Notes for
Working Capital (the "Series C Project"), including refunding Outstanding Series C Notes.
(d) Series D Notes. The proceeds of the Series D Notes may be used for any
lawful expenditure ofthe Port, including refunding Outstanding Series D Notes.
Section 2.02. Authorization of Notes; Terms.
(a) Authorization. For the purpose of providing all or a part of the funds
necessary to pay or reimburse the Port for the Costs of Construction of the Projects, to provide
funds for Working Capital, to pay other expenditures, to refund maturing subordinate lien
revenue obligations issued under the 1997 Program, to refund maturing Notes and to pay all
costs incidental thereto and to pay costs of issuance, including fees, the Port is hereby authorized
to borrow and reborrow from time to time, and to issue subordinate lien revenue obligations
(herein collectively referred to as the "Notes") in one or more Series to evidence such borrowing
or reborrowing. This resolution constitutes the master legal document pursuant to which the
Notes may be issued, and from and after the Issue Date no further subordinate lien revenue notes
may be issued under the 1997 Program. The aggregate principal amount of Notes Outstanding
under this resolution (and under the 1997 Program for so long as any subordinate lien revenue
-28- P:\SC\SCOAS 01106126
obligations remain outstanding thereunder) at any time or from time to time will not exceed
$250,000,000 (subject to the further Jimitations of Section 3.04). The Notes shall be designated
"Port of Seattle, Subordinate Lien Revenue Notes (Tax-Exempt Commercial Paper) followed by
a Series and other applicable designation. The Series designations are as follows: Series A,
Series B, or Series C" for tax-exempt ob1igations, and or "Port of Seattle, Subordinate Lien
Revenue Notes (Taxable Commercial Paper), Series D" for taxable obligations, it being the
intention that each Note issued for the purpose of financing or refinancing a Series A Project
shall be designated "A," and shall include additional designations to distinguish among Dealers
and Credit Facilities and any additional designations as shall be approved or requested by the
applicable Dealer and the Registrar from time to time (e.g., numerical designations identifying
Notes payable from drawings under a particular Credit Facility); and each Note issued for the
purpose of financing or refinancing a Series B Project shall be designated "B," and shall include
additional designations to distinguish among Credit Facilities and Dealers and any additional
designations as shall be approved by the applicable Dealer and the Registrar from time to time
(e.g., numerical designations identifying Notes payable from drawings under a particular Credit
Facility); and each Note issued for the purpose of financing or refinancing a Series C Project
shall be designated "C," and shall include additional designations among Credit Facilities and
Dealers and any additional designations as shall be approved by the applicable Dealer and the
Registrar from time to time (e.g., numerical designations identifying Notes payable from
drawings under a particular Credit Facility); and each Note whose interest is not excludable from
gross income for federal income tax purposes shall be designated "D," and shall include
additional designations to distinguish among Credit Facilities and Dealers and any additional
designations as shall be approved by the applicable Dealer and the Registrar from time to time
-29- P:\SC\SCOAS 01/06/26
(e.g., numerical designations identifying Notes payable from drawings under a particular Credit
Facility). No Note may be issued under this resolution having a maturity later than June 1, 2021.
No Note shall be issued hereunder unless or until the Port demonstrates compliance with the
conditions for the issuance of Future Subordinate Lien Parity Bonds set forth in Section 4.04 of
this resolution on or prior to the Issue Date.
(b) Issuance, Interest; Dating. The Notes of each Series shall be issued in
fully registered form, shall be issued in Authorized Denominations within a Series, shall be
numbered separately in the manner and with any additional designation as the Registrar deems
necessary for purposes of identification, shall be dated the date of their issuance and shall bear
interest payable at maturity, determined from time to time as provided herein.
The Notes shall be issued at such times, be sold to such purchasers at such prices, bear
interest (calculated on the basis of a year of 365/366 days, as appropriate), mature on such
Business Days and otherwise have such terms and conditions as shall be determined by the
Designated Port Representative in concert with the applicable Dealer and the Registrar in
accordance with the Dealer Agreements; provided, however, that no Note shall be issued with a
maturity date later than 270 days from its date of issuance. If a Note is payable from drawings
under a direct pay or standby letter of credit, such Note must have a maturity date at least five
days prior to the stated expiration date of the Credit Facility then in effect and securing payment
of such Note, and prior to June 1, 2021. No Note shall be sold at a price other than par. No
Series C Note other than a Series C Note issued to refund a maturing Series C Note if such new
Series C Note will mature prior to the date set forth in such Favorable Opinion as the required
maturity date may be delivered or offered by the Dealer and designated as "tax-exemptu unless
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contemporaJileously therewith the Dealer and Registrar receive an approving opinion of Bond
Counsel to the effect that the interest thereon is exempt from regular federal income taxation.
The principal amount of any Outstanding Notes (and obligations issued under the 1997
Program) that are paid on their maturity date from the proceeds of other Notes issued on such
date shall not be considered Outstanding.
Section 2.03. Execution. The Notes for each Series shall be executed by the manual or
facsimile signatures of the President and Secretary of the Commission, and the official seal ofthe
Port shall be reproduced thereon. The validity of any Note so executed shall not be affected by
the fact that one or more of the officers whose signatures appear on such Note have ceased to
hold office at the time of issuance or authentication or at any time thereafter.
Section 2.04. Authentication. No Notes shall be valid for any purpose hereunder until
the certificate of authentication printed thereon is duly executed by the manual signature of an
authorized signatory of the Registrar. Such authentication shall be proof that the Registered
Owner is entitled to the benefit of the trusts hereby created.
Section 2.05. Registration. The provisions of this Section 2.05 shall not be applicable to
the Reimbursement Note.
(a) Registrar/Note Register. The Notes shall be issued only in registered form
as to both principal and interest. The Port hereby requests that the Treasurer of the Port appoint
the fiscal agency of the State of Washington as the Registrar for the Notes. The Port shall cause
a note register to be maintained by the Registrar. The Registrar may be removed at any time at
the option of the Treasurer of the Port upon prior notice to the Registrar, the Port, each Dealer
and each Bank and a successor Registrar appointed by the Treasurer of the Port. Any successor
Registrar must be a commercial bank with trust powers or trust company. No resignation or
-31- P:\SC\SCOAS 01/06126
removal of the Registrar shall be effective until a successor shall have been appointed and until
the successor Registrar shall have accepted the duties of the Registrar hereunder, and the Credit
Facilities shall have been transferred, together with all other funds then held by the Registrar, to
the successor Registrar. The Registrar is authorized, on behalf of the Port, to authenticate and
deliver Notes in accordance with the provisions of such Notes and this resolution and to carry out
all of the Registrar's powers and duties under this resolution. The Registrar shall be responsible
for its representations contained ih the Certificate of Authentication on the Notes.
The Registrar shall keep, or cause to be kept, at its principal corporate trust office, the
Note Register, which shall at all times be open to inspection by the Port.
(b) Letter ofRepresentations/Book-Entry System. In order to induce DTC to
accept the Notes as eligible for deposit at DTC, the Port has executed and delivered the Letter of
Representations. The Notes initially issued shall be held in fully immobilized form by DTC
acting as depository pursuant to the terms and conditions set forth in the Letter of
Representations.
(c) Port and Registrar Not Responsible for DTC. 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 Notes in respecJ of 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 or interest on the Notes, any notice which is permitted or
required to be given to Registered Owners under this resolution (except such notices as shall be
required to be given by the Port to the Registrar or to DTC), the selection by DTC or any DTC
participant of any person to receive payment in the event of a partial redemption of the Notes or
any consent given or other action taken by DTC as the Registered Owner.
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(d) DTC as Registered Owner. The Port and the Registrar, each in its
discretion, may deem and treat the Registered Owner as the absolute owner thereof for all
purposes, and neither the Port nor the Registrar shall be affected by any notice to the contrary.
Payment of any such Note shall be made only as described in this section. All such payments
made as described in this section shall be valid and shall satisfy and discharge the liability of the
Port upon such Note to the extent of the amount or amounts so paid. The Port and the Registrar
shal1 be entitled to treat DTC as the absolute owner of all Notes for all purposes ofthis resolution
and any applicable laws, notwithstanding any notice to the contrary received by the Registrar or
the Port. Neither the Port nor the Registrar will have any responsibility or obligation, legal or
otherwise, to any other party including DTC or its successor (or substitute depository or its
successor), except to the Registered Owners.
(e) Use ofDTC/Book-Entry System.
(1) Notes Registered in the Name Designated by DTC. A Master Note
shall be issued for each Series and separately designated set within a Series in an equal amount
to the maximum authorized aggregate principal amount of the Notes of such Series and
separately designated set within a Series (each a "Master Note") and shall be registered initially
in the name of "CEDE & Co.," as nominee of DTC. The Notes so registered shall be held in
fully immobilized form by DTC as depository. Registered ownership of such immobilized
Notes, or any portions thereof, may not thereafter be transferred except (i) to any successor of
DTC or its nonnnee, provided that any such successor shall be qualified under any applicable
laws to provide the service proposed to be provided by it; (ii) to any substitute depository
appointed by the Commission pursuant to subsection (2) below or such substitute depository's
successor; or (iii) to any person as provided in paragraph (4) below.
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The Registrar has entered into a Certificate Agreement with OTC, which Agreement shall
be amended by the Registrar to include the Notes. The Certificate Agreement shall supplement
the provisions of this resolution with respect to the obligations and duties of the Registrar who
shall be bound thereby and shall perform its duties hereunder in accordance therewith.
(2) Substitute Depository. Upon the resignation of OTC or its
successor (or any substitute depository or its successor) from its functions as depository or a
determination by the Commission that it is no longer in the best interest of Beneficial Owners to ,
continue the system of book entry transfers through DTC or its successor (or any substitute
depository or its successor), the Commission may hereafter 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) Issuance ofNew Notes to Successor/Substitute Depository. In the
case of any transfer pursuant to clause (i) or (ii) of paragraph (e)(l) above, the Registrar shall,
upon receipt of all Master Notes, together with a written request on behalf of the Commission,
issue new Master Notes, registered in the name of such successor or such substitute depository,
or their nominees, as the case may be, all as specified in such written request of the Commission.
(4) Termination ofBook-Entry System. In the event that (i) OTC or its
successor (or substitute depository or its successor) resigns from its functions as depository, and
no substitute depository can be obtained, or (ii) the Commission determines that it is in the best
interest of the beneficial owners of the Notes that they be able to obtain Note certificates, the
ownership of Notes may then be transferred to any person or entity as herein provided, and the
Notes shall no longer be held in fully immobilized form. The Commission shall deliver a written
request to the Registrar, together with a supply of definitive Notes, to issue Notes as herein
-34- P:\SCISCOAS 01/06126
provided in any Authorized Denomination. Upon receipt of all then Outstanding Notes by the
Registrar together with a written request on behalf of the Commission to the Registrar, new
Notes shall be issued in such Authorized Denominations and registered in the names of such
persons as are requested in such written request.
(f) Registration Covenant. The Port covenants that, until all Notes have been
surrendered and canceled, it will maintain a system for recording the ownership of each Note that
complies with the provisions of Section 149 ofthe Code.
Section 2.06. Mutilated. Destroyed. Lost or Stolen Master Notes. In case any Master
Note shall be lost, stolen or destroyed, the Port may execute and the Registrar may authenticate
and deliver a new Master Note or Master Notes of Series and designations, date and tenor to the
Registered Owner thereof, all in accordance with law. However, no substitution or payment
shall be made -unless and until the applicant shall furnish (a) evidence satisfactory to said
Registrar and Designated Port Representative of the destruction or loss of the original Master
Note and of the ownership thereof, and {b) such additional security, indemnity or evidence as
may be required by the Commission. No substitute Master Note shall be furnished unless the
applicant shall reimburse the Port and the Registrar for their respective expenses in the
furnishing thereof. Any such substitute Master Note so furnished shall be equally and
proportionately entitled to the security of this resolution with all other Master Notes issued
hereunder.
Section 2.07. Acts of Registered Owners; Evidence of Ownership. Any actjon to be
taken by Registered Owners may be evidenced by one or more concurrent written instruments of
similar tenor signed or executed by such Registered Owners in person or by an agent appointed
in writing. The fact and date of the execution by any person of any such instrument may be
-35- P:ISCISCOA5 01/06126
proved by acknowledgment before a notary public or other officer empowered to talce
acknowledgments or by an affidavit of a witness to such execution or by any other method
satisfactory to the Registrar. Any action by the Registered Owner of any Note shall bind all
future Registered Owners of the same Note or of any Note issued upon the exchange or
registration of transfer thereof in respect of anything done or suffered by the Port or the Registrar
in pursuance thereof.
The Registrar and the Port may treat the Registered Owner of a Note as the absolute
owner thereof for all purposes, whether or not such Note sha11 be overdue, and the Registrar and
the Port shall not be affected by any knowledge or notice to the contrary; and payment of the
principal of and interest on such Note shall be made only to such Registered Owner, which
payments shall satisfy and discharge the liability of the Port with respect to such Note to the
extent of the sum or sums so paid.
Section 2.08. Determination ofInterest Rates.
(a) Detennination by Dealer. In accordance with each Dealer Agreement, the
Dealer shall determine an Interest Rate and a maturity date (which shall be a Business Day no
later than the earliest to occur of the following: (i) June 1, 2021, (ii) if the Note is payable from
drawings under a Credit Facility that is an irrevocable direct pay letter of credit, five days prior
to the stated expiration date of such Credit Facility , and (iii) 270 days after the date of issuance
of the Instruction) at such rate and for such term as it deems advisable in order to minimize the
net interest cost on the Notes, taking into account prevailing market conditions; provided,
however, that the foregoing shall not prohibit the Dealer from establishing longer Interest Periods
(and at higher Interest Rates) than are otherwise available at the time if the Dealer determines
that, taking into account prevailing market conditions, a lower net interest cost on the Notes can
-36- 01106126
be achieved over the longer Interest Period. Notwithstanding the foregoing, the Dealer shall not
establish any Interest Period with respect to any Note payable from drawings under any Credit
Facility that is an irrevocable direct pay letter of credit if, as a result of the selection of such
Interest Period, the Aggregate Interest Coverage with respect to all Notes payable from drawings
under that Credit Facility would be greater than the Interest Portion attributable to that Credit
Facility. Each Dealer Agreement shall include a covenant by the Dealer to comply with the
limitations established by this resolution.
(b) Interest Periods and Interest Rates.
(1) Any Note may accrue interest at an Interest Rate for an Interest
Period different from any other Note. Each Interest Period shall commence on a Business Day
and end on a day immediately preceding the maturity date. Interest on each Note shall be paid
on the maturity date. If the Notes are held in book-entry form, principal and interest payments
shall be distributed in accordance with the procedures of DTC then in effect. If the Notes are no
longer in book-entry only form, then principal and interest shall be paid on the maturity date,
upon presentation and surrender of each Note at the office of designated by the Registrar in New
York City.
(2) Not later than 3:30 p.m., New York City time, on each Rate
Determination Date, the Dealer shall provide to the Registrar by telephonic or Electronic Means,
the principal amount, Series, each additional set designation within a Series, and interest rate for
each Note sold by such Dealer. The Registrar shall obtain CUSIP numbers for each Note for
which an Interest Rate and Interest Period have been determined on such date.
Section 2.09. Interest Rate on Reimbursement Note. Each Reimbursement Note shall
bear interest as set forth in the applicable Reimbursement Agreement.
-37- P:\SC\SCOAS 01106126
Section 2.10. Form of Notes. The Notes shall each be in substantially the following
form and/or may be delivered to DTC and the Registrar in the form of Master Notes, with
appropriate or necessary insertions, depending upon the omissions and variations as permitted or
required hereby. If the Notes are no longer held in uncertificated form, the form of Notes will be
changed to reflect the changes required in connection with the preparation of printed Notes.
No.R-_ $
UNITED STATES OF AMERICA
PORT OF SEATTLE
SUBORDINATE LIEN REVENUE NOTE
([TAX-EXEMPT/TAXABLE] COMMERCIAL PAPER)
SERIES [A][B][C][D]
[Additional Designations]
MATURITY DATE: Not later than _______
\
REGISTERED OWNER: CEDE&CO.
PRINCIPAL AMOUNT: TOGETHER WITH ALL OTHER NOTES OUTSTANDING
NOT EXCEEDING TWO HUNDRED F1FfY MILLION AND
NO/100 DOLLARS ($250,000,000)
The Port of Seattle (the "Port") promises to pay to the registered owner named above, or
registered assigns, but. solely from the sources hereinafter mentioned, on the Maturity Date
specified above, the Principal Amount shown above or so much thereof as shall have been
advanced hereunder and remain outstanding and to pay interest thereon, at the rate determined as
herein provided at the rates and from and on the .dates shown in the records of the Port and the
Registrar. The principal and interest on this Note may be paid in any coin or currency of the
United States of America which, at the time of payment, is legal tender for the payment of public
or private debts. The principal of and interest on this Note are payable to the registered owner
hereof in immediately available funds as shown on the books of the fiscal agency of the State of
Washington in New York, New York and Seattle, Washington (the "Registrar"). Both principal
of and interest on this Note shall be paid as provided in the Blanket Issuer Letter of
Representations (the "Letter of Representations") between the State and The Depository Trust
Company ("OTC"). Capitalized terms used in this Note have the meanings given such terms in
Resolution No. 3456, as amended, of the Port Commission (the "Note Resolution"). Interest on
this Note shall accrue as provided in the Note Resolution.
The Port does hereby pledge and bind itself to set aside from such Gross Revenue, and to
pay into the Subordinate Lien Note Fund created therein the various amounts required by the
-38- P:\SC\SCOAS 01106126
Note Resolution to be paid into and maintained in such Fund, all within the times provided by
the Note Resolution.
The amounts so pledged to be paid out of Gross Revenue into the Subordinate Lien Note
Fund are hereby declared to be a first and prior lien and charge upon the Gross Revenue, subject
to the liens thereon of any Permitted Prior Lien Bonds and subject further to 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 Port's outstanding Subordinate Lien
Revenue Bonds, Series 1997, Subordinate Lien Revenue Notes (Commercial Paper), Subordinate
Lien Refunding Revenue Bonds, Series 1998, Subordinate Lien Revenue Bonds, Series 1999A
and Series 1999B and any revenue bonds of the Port hereafter issued on a parity with such bonds
and the Notes ofthis issue.
The Port has further bound itself to maintain or cause to be maintained all of its
properties and facilities which 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 Notes of this issue are outstanding that it will make available, for
the payment of the principal thereof and interest thereon as the same shall become due, Available
Revenue in an amount equal to or greater than the Subordinate Lien Rate Covenant.
Except as otherwise provided in the Note Resolution, this Note shall not be entitled to
any right or benefit under the Note Resolution, or be valid or become obligatory for any purpose,
until this Note shall have been authenticated by execution by the Registrar of the certificate of
authentication inscribed hereon.
It is hereby certified, recited and represented that the issuance of this Note and the Notes
of this issue is duly authorized by law; that all acts, conditions and things required to exist and
necessary to be done or performed precedent to and in the issuance of this Note and the Notes of
this issue to render the same lawful, valid and binding have been properly done and performed
and have happened in regular and due time, form and manner as required by law; that all acts,
conditions and things necessary to be done or performed by the Port or to have happened
precedent to and in the execution and delivery of the Note Resolution have been done and
performed and have happened in regular and due form as required by law; that due provision has
been made for the payment of the principal of and premium, if any, and interest on this Note and
the Notes of this issue and that the issuance of this Note and the Notes of this issue does not
contravene or violate any constitutional or statutory limitation.
IN WITNESS WHEREOF, the Port of Seattle has caused this Note to be executed on
behalf of the Port with the manual or facsimile signatures of the President and Secretary of its
Port Commission and caused a facsimile of the official seal of the Port to be reproduced hereon.
-39- P:ISC\SCOAS 01106126
PORT OF SEATTLE
By _______________
(SEAL)
President, Port Commission
ATTEST:
By________________
Secretary, Port Commission
The Certificate of Authentication for the Notes shall be in substantially the following
fonn and shall appear on each Note:
AUTHENTICATION CERTIFICATE
This Note is one of the Port of Seattle Subordinate Lien Revenue Notes ([Tax-
Exemptffaxable] Commercial Paper), Series [A][B][C][D] [additional set designations]
described in the within-mentioned Note Resolution.
WASHINGTON STATE FISCAL
AGENCY, as Registrar
By _______________
Authorized Signatory
Date of Authentication:----------
Section 2.11. Defeasance. If money and/or Government Obligations maturing at such
time(s) and bearing such interest to be earned thereon (without .any reinvestment thereof) as will
I
provide a series of payments which shall be sufficient together with any money initially
deposited, to provide for the payment when due of the principal of, and interest on all or a
designated portion of the Notes are set aside in a special fund (hereinafter called the"trust
account") to effect such payment and are pledged irrevocably in accordance with a refunding or
defeasance plan adopted by the Port for the purpose of effecting such payment, then no further
payments need be made in the Subordinate Lien Note Fund for the payment of the principal of
-40- P:\SCISCOAS 01106126
and interest on such Notes, the Registered Owners thereof shall cease to be entitled to any lien,
benefit or security of this resolution, except the right to receive payment of the principal of and
interest on such Notes when due in accordance with their respective terms from the money and
the principal and interest proceeds on the Government Obligations set aside in the trust account,
and such Notes shall no longer be deemed to be Outstanding hereunder.
ARTICLE III..
ISSUANCE; DELIVERY AND PAYMENT PROCEDURES
Section 3.01. Authorization and Delivery of Notes in Book-Entry Form. So long as the
Notes are held in book-entry form by DTC or a successor dep'?sitory, the Dealer, as designated
agent for the Port or any Designated Port Representative, may from time to time, in accordance
with this resolution, submit to the Registrar a request regarding the issuance of Notes which shall
include the proposed date of issuance, principal amount, maturity date, interest rate, identity and
type of the Credit Facility, if any, information regarding the purchaser(s) of interests in Notes
and, if any Note is to be a Further Advance Note, an identification of the principal amount that
will be Further Advance Notes (the "Request"). A copy of each Request shall be given to any
Bank whose Credit Facility will secure the Notes.
Upon receipt of a Request, the Registrar shall:
(a) prepare an instruction for DTC (the "Instruction") that sets forth the name,
address, the identity of the issuer of the Credit Facility, if any, and taxpayer identification
number of the purchaser of an interest in the Notes, the date of issuance, maturity, principal
amount and interest rate ofsuch interest in Notes, and a CUSIP number;
(b) deliver such Instruction to DTC in accordance with the Letter of
Representations and other applicable DTC procedures, and receive from DTC a confirmation
that such delivery was effected;
-41- P:ISCISCOAS 01106126
(c) confinn to the Port and the Dealer that delivery to DTC of each Instruction
has been made.
All Requests given to the Registrar shall be given by telephone (promptly confirmed in
writing), facsimile or other written fonn. The Registrar shall have no duty to act in the absence
of written instructions.
If the Registrar receives a Request by 12:30 p.m., New York City time, on any Business
Day, it shall issue an Instruction to DTC by 1:00 p.m. on such Business Day. If the Registrar
receives a Request after 12:30 p.m. New York City time, it shall issue an Instruction to DTC by
1:00 p.m. on the next succeeding Business Day.
Section 3.02. Authorization and Delivery of Notes in Certificated Form. If at any time
the Notes are no longer held in book-entry form by OTC or a successor depository, and the Port
has determined pursuant to Section 2.05 of this resolution that the Notes should be issued in
certificated form, the Port shall provide the Registrar, at the Port'ssole expense, a supply of Note
certificates in substantially the form set forth in this resolution, with the issue date, maturity date,
principal amount, interest rate and interest amount left blank. Such Note certificates shall be
executed in accordance with this resolution and shall be held in safekeeping by the Registrar.
The Dealer, as designated agent for the Port or any Designated Port Representative, may
from time to time, in accordance with this resolution, submit to the Registrar a Request regarding
the issuance of Notes in certificated form.
Upon receipt of such a Request, the Registrar shall:
(a) withdraw the necessary number of Notes from safekeeping;
-42- P:\SC\SCOAS 01106126
(b) in accordance with the Request, complete each such Note as to the amount
of principal, the interest rate and interest amount, the issue date, the maturity date and registered
owner;
(c) authenticate each such Note by executing by manual or facsimile signature
the certificate of authentication thereon;
(d) deliver, as provided herein, each such Note to the Dealer for delivery to
the purchaser specified in such instructions or to the consignee to or for the account of the
purchaser thereof, against receipt of payment to the Note Payment Account; and
(e) confirm to the Port and th~ Dealer delivery of such Notes.
Section 3.03. Reliance on Instructions. The Registrar shall incur no liability to the Port
or the Dealers in acting hereunder upon telephonic or other instructions contemplated hereby that
the Registrar reasonably believed in good faith to have been given by a Dealer or an Designated
Port Representative. All telephonic instructions given pursuant to Sections 3.01 and 3.02 hereof
shall be promptly confirmed in writing to the Registrar.
Section 3.04. Limitation on Issuance.
The Registrar shall not be instructed to deliver any certificated Note that:
(a) is not in an Authorized Denomination, or
(b) has a maturity date that is not a Business Day or is later than the earliest to
occur of the following: (i) 270 days from the date of issuance of the Instruction, (ii) if the Note is
payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit,
five days prior to the stated expiration date of such Credit Facility then in effect, or (iii) June 1,
2021;
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(c) The Port will not instruct the Registrar to deliver any Instruction with
respect to Notes payable from drawings under any Credit Facility that is an itTevocable direct
pay letter of credit if, as a result of the delivery of such Notes, the Aggregate Interest Coverage
with respect to all Outstanding Notes payable from a particular letter of credit would be greater
than the Interest Portion with respect to such letter of credit or the Sum with respect to all
Outstanding Notes payable from a particular letter of credit would be greater than the Limit with
respect to such letter of credit.
In addition, the Port shalJ not instruct the Dealer to market or the Registrar to issue any
Notes (other than Notes to refund maturing Notes) if the issuance of such Notes would result in
(if the Note is payable from drawings under a Credit Facility that is an irrevocable direct pay
letter of credit) the Sum exceeding the Limit. Prior to each issuance of any Notes payable from
drawings under a Credit Facility that is an irrevocable direct pay letter of credit, the Port shall
confirm that (taking into account such issuance and the refunding of maturing Notes) the
Aggregate Interest Coverage, after giving effect to such issuance, will be less than or equal to the
Interest Portion.
The Registrar shall not issue any Notes payable from drawings on the Letter of Credit -
Bayerische after the Registrar has received a No-Issuance Notice, in the form of Schedule I to
the Letter of Credit - Bayerische. The Registrar shall not issue any Notes payable from
drawings on the Letter of Credit - Bayerische in a principal amount in excess of the principal
amount of Notes maturing on such date after the Registrar has received a Restricted Issuance
Notice, in the form of Schedule II to the Letter of Credit - Bayerische. The Registrar shall not
issue any Notes payable from drawings on the Letter of Credit - Bank of America after the
-44- P:\SC\SCOAS 01/06126
Registrar has received a Notice of Expiration of the Letter of Credit - Bank of America in the
form of Annex C thereto.
Section 3.05. Note Payment Account; Draws on Credit Facility.
(a) Note Payment Account. The Port or the Registrar shall establish a special
account to be used by the Registrar for payment of Notes (the "Note Payment Account"). The
Note Payment Account shall be held by the Port or Registrar in trust for the Registered Owners
and Beneficial Owners of the Notes and, to the extent described in Section 3.05(d) hereof, for
each Bank; provided, however, that all money drawn under a Credit Facility shall be held under
the exclusive control of the Registrar. Th~ Registrar shall not have a lien on the Note Payment
Account for the payment of any fees or expenses or other obligations owing to the Registrar
hereunder. The Note Payment Account shall be held uninvested by the Port or Registrar. The
remaining provisions of this Section 3.05(b), (c) and (d) shall be applicable only to Notes
payable from drawings under a Credit Facility that is an irrevocable direct pay letter of credit.
(b) Drawings. For each Note payable from drawings under a Credit Facility
that is an irrevocable direct pay letter of credit, the Registrar shall submit to the applicable Bank
a Drawing in accordance with the terms of the applicable Credit Facility or Reimbursement
Agreement, in such form as is set forth in the Credit Facility, no later than 12:00 noon, New
York City time in the case of a drawing under the Letter of Credit - Bank of America and no
later than 12:30 p.m. in the case of a drawing under the Letter of Credit - Bayerische, in order to
draw thereunder an amount that will be sufficient to pay the Notes payable from drawings under
such Credit Facility (including principal and interest) maturing on such date. The Registrar shall
deposit the amount of any such Drawing in the Note Payment Account and apply the amount
thereof in accordance with Section 3.06 hereof.
-45- 01/06,/26
(c) Drawings and Remarketing Proceeds. On any day that Notes payable
'
from drawings under a Credit Facility that is an irrevocable direct pay Jetter of credit mature, if
the amount of any applicable Drawing received by the Registrar pursuant to paragraph (b) above,
together with any Note proceeds actua11y received from the Dealer on such day pursuant to
Section 3.08 hereof, exceeds the amount of principal and interest paid with respect to the Notes
maturing on such day, the Registrar shall promptly distribute the excess first to the Port to the
extent that the Port has issued Further Advance Notes with respect to the Credit Facility and then
to the applicable Bank to satisfy the Port's obligations under the applicable Reimbursement
Note.
(d) Deficiency. If the Registrar fails to receive a payment drawn under the
Credit Facility, the Registrar will notify the Port of the amount of the deficiency, and the Port
will remit an amount sufficient to r~medy the deficiency from the appropriate Subordinate Lien
Note Fund, as authorized in Section 4.01. There is no expectation that Port money and proceeds
of a Drawing will ever be on deposit at the same time in the Note Payment Account. If, for any
reason, money is received from a Bank and the Port, the Registrar is hereby directed to segregate
and not commingle the moneys.
(e) Alternate Credit Facilities. If Notes are payable from drawings under a
Jetter of credit or dedicated line of credit, then that Credit Facility may not be replaced except
upon a date on which a11 Outstanding Notes then payable from drawings under such Credit
Facility are scheduled to mature. Al] Notes payable from drawings under a Credit Facility that is
a direct pay Jetter of credit wi11 be paid from drawings upon the applicable Credit Facility
currently in effect and such Credit Facility wilJ not be released until such draws are honored.
-46- P:\SC\SCOAS 01/00.126
(0 Final Drawing on Letter ofCredit- Bayerische. Within IO days after the
Registrar receives written notice stating that an Event of Default has occurred under the
Reimbursement Agreement - Bayerische and requesting that the Registrar make a final drawing
under the Letter of Credit - Bayerische pursuant to a demand for payment in the form of
Exhibit B thereto, the Registrar shall not issue any Notes payable from drawings under the Letter
of Credit - Bayerische and shall draw on the Letter of Credit - Bayerische an amount equal to
the principal of and accrued interest to maturity on all Notes Outstanding on the date of such
final drawing and payable from the Letter of Credit - Bayerische.
Section 3.06. Payment of Matured Notes.
(a) So long as the Notes are held in book-entry form, the Registrar will pay
the principal of and interest on matured Notes to OTC in accordance with the Letter of
Representations and other applicable OTC procedures. Such payments shall be made from and
to the extent that sufficient funds are available in the Note Payment Account for a given Series
from the following sources in the following order of priority:
i. amounts received from an applicable Drawing if the Credit Facility
is a direct pay letter ofcredit;
ii. and proceeds of sale of Notes of the same Series; and
111. amounts received from the Port. and/or from a Credit Facility that
is not a direct pay letter of credit.
The Registrar shall have no obligation to pay, at maturity, the amounts referred to in this
Section 3.06 unless sufficient funds have been received by the Registrar.
(b) The Registrar.shall confirm in writing to a Designated Port Representative
and to each Dealer by 3:00 p.m., New York City time, on each Business Day prior to a day on
-47- P:\SCISCOAS 01106126
which Notes marketed by that Dealer mature (i) the aggregate principal amount of Notes
marketed by that Dealer maturing on such day and the interest due thereon and (ii) the aggregate
principal of and the interest to accrue to maturity on all Outstanding Notes marketed by that
Dealer that mature after such day.
(c) The Port shall give the Dealer, the applicable Bank and the Registrar
notice at least three Business Days prior to any date on which it wishes to increase or decrease
the aggregate principal amount of Notes Outstanding.
(d) In the event any Note is not presented for payment when the principal
thereof becomes due, if funds sufficient to pay the principal and interest accrued thereon to such
date shall have been made available to the Registrar for the benefit of the Owner thereof, the
Registrar shall hold such principal and interest accrued thereon to such date without liability to
the Noteowner for further interest thereon, for the benefit of the Owner of such Note, for a period
of five years from the date such Note shall have become due, either at maturity or upon earlier
redemption, and thereafter the Registrar shall remit said funds pursuant to the Uniform
Unclaimed Property Act, RCW 63.29, as amended, or its successor. In the event the Uniform
Unclaimed Property Act, as amended, or its successor, should require by law other action to be
taken by the Registrar, then the Registrar shall comply with such law and this Section shall be
deemed amended. After the payment pursuant to the Uniform Unclaimed Property Act as herein
provided, the Registrar's liability for payment to the Owner of such Note shall cease, terminate
and be completely discharged and thereafter the Owner shall be restricted exclusively to his or
her rights of recovery provided under the Uniform Unclaimed Property Act.
If the Notes are in certificated form during the period prior to the date all such unclaimed
moneys are transferred pursuant to the Uniform Unclaimed Property Act, the Registrar shall hold
-48- P:ISC\SCOAS 01/06126
such amounts in cash as provided in the Agreement for Fiscal Agency Services, dated February
1, 1997, as amended, between the State of Washington and the Registrar.
The Port shall remit any such earnings to the Registrar if required under the Uniform
Unclaimed Property Act.
Section 3.07. Bank Repayment Accounts. The Registrar shall establish a special
account to be used by the Registrar for payments to each Bank with respect to drawings under its
Credit Facility (each a "Bank Repayment Account"). Each Bank Repayment Account shall be
held by the Registrar in trust for the benefit of the applicable Bank unless that Bank fails to
hQnor a Drawing, in which case this account shall be held in trust for the benefit of the holders of
the Notes to be paid from such Credit Facility. The Registrar shall give notice to the Port of any
Note proceeds credited to a Bank Repayment Account pursuant to Section 3.08 hereof and shall
promptly pay such amounts to the applicable Bank, provided that such Bank has not refused to
honor a properly presented Drawing. The Port shall have no interest in any Bank Repayment
Account.
Section 3.08. Delivery and Application of Note Proceeds. No later than 3:00 p.m., New
York City time, on the day that any Notes are issued hereunder, the Dealer for such Notes shall
deliver to the Registrar the proceeds of sale of such Notes in immediately available funds. The
Registrar shall apply proceeds from the sale of each Series of Notes in the following order of
priority:
(i) First, to the extent of any deficiency therein, as a result of a failure
by the Bank to honor a drawing under the Credit Facility, credited to the Note Payment Account
for the payment of Notes of the same Series maturing on such date;
-49- P:ISCISCOAS 01106126
(ii) Second, credited to the applicable Bank Repayment Account for
the reimbursement of the Bank and satisfaction of the Port's obligations under the applicable
Reimbursement Note, except for the proceeds of Further Advance Notes which shall be paid to
the Port; and
(iii) Third, paid to the Port for deposit, as provided in Section 4.07 of
this resolution.
ARTICLEIV.
PAYMENT OF NOTES; DISPOSITION OF NOTE PROCEEDS
Section 4.01. Payment of Notes.
(a) Subordinate Lien Note Fund. A special fund of the Port, to be designated
the "Port of Seattle Subordinate Lien Note Fund (Commercial Paper)" (the "Subordinate Lien
Note Fund") is hereby authorized to be created in the office of the Treasurer of the Port for the
purpose of paying and securing the payment of the Notes and the Reimbursement Notes. The
Subordinate Lien Note Fund shall be0 held separate and apart from all other funds and accounts
of the Port and shall be trust funds for the owners, from time to time, of the Notes and for the
applicable Bank(s) with respect to each Reimbursement Note. At the option of the Designated
Port Representative, the Port may establish separate subaccounts within the Subordinate Lien
Note Fund for the purpose ofpaying separate Series of Notes and/or Reimbursement Notes.
The Port hereby irrevocably obligates and binds itself for as long as any Note or any
Reimbursement Note remains Outstanding to set aside and pay into the Subordinate Lien Note
I
Fund from Available Revenue or money in the Revenue Fund, on or prior to the respective dates
the same become due (and if such payment is made on the due date, such payment shall be made
in immediately available funds):
-50- P:\SCISCOAS 01/06126
(1) Such amounts as are required to pay the interest scheduled to
become due on Outstanding Notes and Reimbursement Notes; and
(2) Such amounts as are required to pay maturing principal of
Outstanding Notes and Reimbursement Notes.
(b) Priority of Use of Gross Revenue. The Port's Gross Revenue shall be
deposited in the Revenue Fund as collected. The Revenue Fund shall be held separate and apart
from all other funds and accounts of the Port, and the Gross Revenue deposited therein shall be
used only for the following purposes and in the following order of priority:
First, to pay Operating Expenses not paid from other sources;
Second, to make all payments, including sinking fund payments, required to be made into
the debt service account(s) within any redemption fund maintained for First Lien Bonds to pay
the principal of and interest and premium, if any, on any First Lien Bonds;
Third, to make all payments required to be made into any reserve account(s) maintained
for First Lien Bonds to secure the payment of any First Lien Bonds;
Fourth, to make all payments required to be made into any other revenue bond
redemption fund and debt service account or reserve account created therein to pay and secure
the payment of the principal of, premium, if any, and interest on any revenue bonds or other
revenue obligations of the Port having liens upon the Net Revenues and the money in the
Revenue Fund junior and inferior to the lien thereon for the payment of the principal of,
premium, if any, and interest on any First Lien Bonds, but prior to the lien thereon of
Subordinate Lien Parity Bonds;
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Fifth, to make payments necessary to be paid into any bond fund or debt service account
created to pay the principal, interest and redemption premium, if any, coming due on
Subordinate Lien Parity Bonds, including, but not limited to the Subordinate Lien Note Fund;
Sixth, to make all payments required to be made into the reserve account(s) securing
Subordinate Lien Parity Bonds; and
Seventh, to make all payments required to be made into the Repair and Renewal Fund
under the terms of the Master Resolution, as the same may be amended from time to time, to
maintain any required balance therein; and
Eighth, to retire by redemption or purchase in the open market any outstanding revenue
bonds or other revenue obligations of the Port as authorized in the various resolutions of the
9ommission authorizing their issuance or to make necessary additions, betterments,
improvements and repairs to or extension and replacements of the Facilities, or any other lawful
~ort purposes.
(c) Lien on Available Revenue. The Notes and Reimbursement Notes and the
liens thereof created and established hereunder shall be obligations only of the Subordinate Lien
Note Fund hereinbefore authorized to be created. The Notes and Reimbursement Notes shall be
payable solely from and secured solely by Available Revenue, and by the proceeds of Notes,
provided, however, that any Notes also may be payable from drawings under a Credit Facility
pledged specifically to or provided for such Notes. Credit Facilities may be available to pay less
than all the Outstanding principal balance of the Notes. Funds drawn under a Credit Facility
shall be held separately and not invested.
From and after the time of issuance and delivery of the Notes and so long thereafter as
any Note or any Reimbursement Note remains Outstanding, the Port hereby irrevocably
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obligates and binds itself to set aside and pay into the Subordinate Lien Note Fund out of
Available Revenue, on or prior to the date on which the interest on and principal of the Notes
and Reimbursement Notes shall become due, the amount necessary to pay such principal and
interest.
Said amounts so pledged to be paid into the Subordinate Lien Note Fund are hereby
declared to be a prior lien and charge upon the Gross Revenue superior to a11 other charges of
any kind or nature whatsoever except for Operating Expenses and except for the lien on Gross
Revenue of the Permitted Prior Lien Bonds and except that the amounts so pledged are of equal
lien to the liens and charges on Gross Revenue of the Outstanding Subordinate Lien Bonds and
to the lien and charge which may hereafter be made to pay and secure the payment of the
principal of and interest on any Future Subordinate Lien Parity Bonds.
The Notes and Reimbursement Notes shall not in any manner or to any extent constitute
general obligations of the Port or of the State of Washington, or of any political subdivision of
the State of Washington, and no tax revenues of the Port may be used to pay the principal of and
interest on the Notes or Reimbursement Notes.
(d) Reimbursement Note. The obligations of the Port under each
Reimbursement Agreement may be evidenced by a "Reimbursement Note" issued by the Port
thereunder. Each "Reimbursement Note" shall also be secured by the Subordinate Lien Note
Fund (but not by moneys drawn under a Credit Facility), a11 in accordance with the applicable
Reimbursement Agreement. The payment obligations of the Port represented by a
Reimbursement Note, and subject to the dollar limitation set forth in Section 5.03(b) hereof shall
be included in any computation of Debt Service; but only to the extent that such payment
obligations are not otherwise included as Debt Service for Notes.
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Section 4.02. Use of Moneys in the Subordinate Lien Note Fund and Moneys Drawn
Under Credit Facilities. Money in the Subordinate Lien Note Fund shall be used solely for the
payment of the principal of and interest on, the Notes and the Reimbursement Notes as the same
shall become due and payable.
Funds for the payment of the principal of and interest on the Notes shall be derived from
the following sources in the order of priority indicated:
(a) moneys drawn by the Registrar under a Credit Facility that is an
irrevocable direct pay letter of credit, for the payment of the principal of or interest on the Notes
secured by that Credit Facility; and
(b) proceeds from the sale of other Notes of the same Series; and
(c) payments made by the Port pursuant to Section 4.01 hereof and/or
drawings under a Credit Facility that is not an irrevocable direct pay letter of credit.
Each direct pay Credit Facility shall be the obligation of the Bank to pay to the Registrar,
in accordance with the terms thereof, such amounts as shall be specified therein and available to
be drawn thereunder for the timely payment of the principal of and interest on the Notes payable
from drawings under that direct pay Credit Facility required to be made pursuant to, and in
accordance with, the provisions of this resolution. Money drawn under each Credit Facility by
the Registrar shall be held by the Registrar separate and apart and shall not be commingled with
any Port funds. Such money shall not be invested. Each Credit Facility shall be reduced to the
extent of any drawings thereunder and reinstated in accordance with the terms thereof. A Credit
Facility may not be replaced except on a date on which all then outstanding Notes that are then
payable from drawings under that Credit Facility are scheduled to mature.
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The Port may request an extension of the termination date of each Credit Facility or may
provide for the delivery of an Alternate Credit Facility prior to its expiration date.
Section 4.03. Enforcement of Rights. The Registered Owner of each of the Notes, any
Bank or a trustee for the Registered Owners of any of the Notes may by mandamus or other
appropriate proceeding require the transfer and payment of money as directed in this resolution.
Section 4.04. Permitted Prior Lien Bonds and Future Subordinate Lien Parity Bonds. ,
(a) Permitted Prior Lien Bonds. As provided in the Master Resolution, the Port
reserves the right to issue from time to time one or more series of First Lien Bonds by means of a
'Series Resolution (as such term is defined and required under the Master Resolution) for any
purpose of the Port now or hereafter permitted by law, provided that the Port shall comply with
the terms and conditions for the issuance of First Lien Bonds set forth in the Master Resolution.
In addition, the Port also reserves the right to issue obligations payable from Net Revenues
available after payment of the amounts described in paragraphs First through Third of
Section 4.0l(b) of this resolution, and having lien(s) on such Net Revenues prior to the lien of
the Notes, the Outstanding Subordinate Lien Bonds and the Reimbursement Notes. Such
obligations shall be subject to such terms, conditions and covenants set forth in their respective
authorizing resolutions.
(b) Future Subordinate Lien Parity Bonds :. General Provisions. The Port hereby
further covenants and agrees with the Bank and the Registered Owners of each of the Notes for
as long as any of the same or any Reimbursement Notes remain Outstanding that it will not issue
any Future Subordinate Lien Parity Bonds that constitute a charge and lien upon the Available
Revenue equal to the lien thereon of the Notes or the Reimbursement Notes, unless, except for
Future Subordinate Lien Parity Bonds issued for refunding purposes pursuant to subsection (c)
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below, (i) for as long as the Notes, the Reimbursement Notes or the Outstanding Subordinate
Lien Bonds remain Outstanding, at the time of the issuance of such Future Subordinate Lien
Parity Bonds the Port is not in default under this resolution, and (ii) either 9f the conditions (1) or
(2) below is satisfied.
(1) Certificate Required. Unless the Port is able to meet the criteria set forth
in (2) below, a certificate shall be filed with the Port and with each Bank (as described in this
subsection (b) or subsection (c) below) demonstrating fulfillment of the Subordinate Lien Parity
Test, (i) commencing with the first full fiscal year following the earlier of (A) the Date of
Commercial Operation of the Facilities to be financed with the proceeds of the Future
Subordinate Lien Parity Bonds or (B) the date on which any portion of interest on the Future
Subordinate Lien Parity Bonds then being issued no longer will be paid from the proceeds of
such Future Lien Parity Bonds, and (ii) for the following two fiscal years.
A certificate may be delivered by the Port without a Consultant if the Available Revenue,
based upon the financial statements of the Port for the Base Period, corroborated by the certified
statements of the Division of Municipal Corporations of the State Auditor's office of the State of
Washington, or any successor to the duties thereof, or by an independent certified public
accounting firm for the Base Period, is sufficient such that the Subordinate Lien Parity Test will
be fulfilled (A) commencing with the first full fiscal year following the earlier of (i) the date of
Commercial Operation of the Facilities to be financed with the proceeds of the Future
Subordinate Lien Parity Bonds as reasonably estimated by the Port, or (ii) the date on which any
portion of interest on the Future Subordinate Lien Parity Bonds then being issued will not be
paid from the proceeds of such Future Subordinate Lien Parity Bonds and (B) for the following
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two fiscal years. Except as provided in the foregoing paragraphs, compliance with the coverage
requirements of this 4.04(b) shall be demonstrated conclusively by a certificate of a Consultant.
In making the computations of Available Revenue for the purpose of certifying
compliance with the Subordinate Lien Parity Test, the Consultant shall use as a basis the
Available Revenue for the Base Period. In making such computations the Consultant shall make
such adjustments as he/she/it deems reasonable.
(2) No Certificate Required. A certificate shall not be required as a condition
to the issuance ofFuture Subordinate Lien Parity Bonds:
(i) if the Future Subordinate Lien Parity Bonds are being issued for
refunding purposes upon compliance with the provisions of subsection (c) of this section; or
(ii) if the Future Subordinate Lien Parity Bonds are being issued to pay
Costs of Construction of Facilities for which indebtedness has been issued previously and the
principal amount of such indebtedness being issued for completion purposes does not exceed an
amount equal to an aggregate of 15% of the principal amount of indebtedness theretofore issued
for such Facilities and reasonably allocable to the Facilities to be completed as shown in a
written certificate of the Designated Port Representative, and there is delivered a Consultant's
certificate stating that the nature and purpose of such Facilities has not materially changed, each
such certificate to be delivered to each of the Banks.
(c) Future Subordinate Lien Parity Bonds For Refunding Purposes. The Port
may issue Future Subordinate Lien Parity Bonds for refunding purposes, as follows:
(1) Future Subordinate Lien Parity Bonds may be issued at any time
for the purpose of refunding (including by purchase) Subordinate Lien Parity Bonds including
the Notes and the Reimbursement Notes, including amounts to pay principal thereof and
-57- P:\SCISCOAS 01/06/26
redemption premium, if any, and interest thereon to the date of redemption (or purchase),. any
deposits to a reserve account or to acquire credit enhancement and the expenses of issuing the
Future Subordinate Lien Parity Bonds to purchase or refund the same and of effecting such
refunding upon delivery of a certificate as provided in subsection (b)(l) above. Such refunding
Future Subordinate Lien Parity Bonds also may be issued without a certificate if the Maximum
Annual Debt Service on all Subordinate Lien Parity Bonds to be outstanding after the issuance of
the refunding Future Subordinate Lien Parity Bonds shall not be greater than the Maximum
Annual Debt Service on the Subordinate Lien Parity Bonds which would have been outstanding
were such refunding not to occur.
(2) Future Subordinate Lien Parity Bonds may be issued at any time
for the purpose of refunding (including by purchase) any other obligations of the Port having a
lien on Available Revenue prior to the lien of the Notes, provided that such bonds are Permitted
Prior Lien Bonds, including amounts to pay principal thereof and redemption premium, if any,
and interest thereon to the date of redemption of such bonds (or purchase), any deposits to a
reserve account or to acquire credit enhancement and the expenses of issuing the Future
Subordinate Lien Parity Bonds to purchase or refund the same and of effecting such refunding
without a certificate.
(3) Future Subordinate Lien Parity Bonds may be issued for the
purpose of refunding (including by purchase) at any time within one year prior to maturity any
bonds or notes of the Port having a lien on Available Revenue on a parity with or prior to the lien
of the Notes, provided that such bonds are Permitted Prior Lien Bonds or Subordinate Lien
Parity Bonds, for the payment of which sufficient Available Revenue or other money are not
available, without the requirement of a certificate pursuant to this section.
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(d) Liens Subordinate to Subordinate Lien Parity Bonds. Nothing herein
contained shall prevent the Port from issuing revenue bonds or other obligations which are a
charge upon the Available Revenue junior or inferior to the payments required by this resolution
to be made out of such Available Revenue to pay and secure the payment of any Subordinate
Lien Parity Bonds including the Reimbursement Notes.
Section 4.05. Covenants. The Port hereby makes the following covenants and agrees
with the owners and holders of each of the Notes for as long as any of the same remain
Outstanding and agrees with each Bank until such time as the applicable Reimbursement Note is
no longer Outstanding and the applicable Credit Facility has been terminated.
(a) Subordinate Lien Rate Covenant. The Port will at all times comply with
the Subordinate Lien Rate Covenant.
If the Available Revenue in any fiscal year is less than required to fulfill the Subordinate
Lien Rate Covenant, then the Port will retain a Consultant to make recommendations as to
operations and the revision of schedules of rentals, tariffs, rates, fees and charges; and upon
receiving such recommendations or giving reasonable opportunity for such recommendations to
be made, the Commission, on the basis of such recommendations and other available
information, will establish rentals, tariffs, rates, fees and charges for services and operations
which will be necessary to meet the Subordinate Lien Rate Covenant in the fiscal year during
which such adjustments are made. If the Commission has taken the steps set forth in this
paragraph and the Available Revenue in the fiscal year in which adjustments are made
nevertheless is not sufficient to meet the Subordinate Lien Rate Covenant, there shall be no
default under this Section 4.05(a) during such fiscal year, unless the Port fails to meet the
Subordinate Lien Rate Covenant for two consecutive fiscal years.
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(b) Performance ofCovenant. The Port will duly and punctually pay or cause
to be paid out of the Subordinate Lien Bond Fund the principal of and interest on the Notes and
the Reimbursement Notes at the times and places as provided in this resolution and in said Notes
and the Reimbursement Notes provided and will at all times faithfully perform and observe any
and a11 covenants, undertakings and provisions contained in this resolution, in the Notes and the
Reimbursement Notes.
(c) Maintenance ofFacilities. The Port will at all times keep and maintain or
cause to be kept or maintained all of the Facilities in good repair, working order and condition
and will at all times operate or cause to be operated the same and the business or businesses in
connection therewith in an efficient manner and at a reasonable cost.
(d) Sale or Condemnation ofProjects. In the event that any Project or portion
thereof is sold by the Port or is condemned pursuant to the power of eminent domain, the Port
will apply the net proceeds of such sale or condemnation to other Facilities or to the retirement
of Permitted Prior Lien Bonds or Subordinate Lien Parity Bonds then Outstanding.
(e) Insurance ofFacilities. The Port will keep or arrange to keep all Facilities
insured, if such insurance is obtainable at reasonable rates and upon reasonable conditions,
against such risks, in such amounts, and with such deductibles as the Commission or the
Designated Port Representative shall deem necessary.
(f) Insurance Against Port Liability. The Port will at all times keep or
arrange to keep in full force and effect policies of public liabilities and property damage
insurance which will protect the Port against anyone claiming damages of any kin,d or nature, if
such insurance is obtainable at reasonable rates and upon reasonable conditions, in such amounts
-60- P:\SCISCOAS 01106126
and with such deductibles as the Commission or the Designated Port Representative shall deem
necessary.
(g) Maintenance of Books and Records. The Port will keep and maintain
proper books of account and accurate records of all of its revenue, including tax receipts,
received from any source whatsoever, and of all costs of administration and maintenance and
operation of all of its business that are in accordance with generally accepted accounting
principles as in effect from time to time. On or before 120 days after each fiscal year the Port
will prepare or cause to be prepared an operating statement of all of the business of the Port for
such preceding fiscal year. Each such annual statement shall contain a statement in detail of the
Gros_s Revenue, tax receipts, expenses of administration, expenses of normal operation, expenses
of normal and extraordinary maintenance and repair, and expenditures for capital purposes of the
Port for such fiscal year and shall contain a statement as of the end of such year showing the
status of all funds and accounts of the Port pertaining to the operation of its business and the
status of all of the funds and accounts created by various resolutions of the Commission
authorizing the issuance of outstanding bonds and other obligations payable from the Gross
Revenue. Copies of such statements shall be placed on file in the main office of the Port and
shall be open to inspection at any reasonable time by the Bank and the owners of Subordinate
Lien Parity Bonds.
Section 4.06. Derivative Products. The following shall be conditions precedent to the
use of any Derivative Product on a parity with Subordinate Lien Parity Bonds:
(a) General Parity Tests. The Derivative Product must satisfy the
requirements for Future Subordinate Lien Parity Bonds described in Sections 4.04 of this
resolution.
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(b) Opinion of Bond Counsel. The Port shall obtain an opinion of its Bond
Counsel on the due authorization and execution of such Derivative Product opining that the
action proposed to be taken by the Port is authorized or permitted by this resolution or the
applicable provisions of any resolution authorizing Future Subordinate Lien Parity Bonds and is
not prohibited by the resolutions that authorized the issuance of the Outstanding Subordinate
Lien Bonds, as such resolutions may be amended or supplemented from time to time and will not
adversely affect the exclusion from gross income for federal income tax purposes of the interest
on any Subordinate Lien Parity Bonds then Outstanding.
(c) Payments.- Each Derivative Product shall set forth the manner in which
the Port Payments and Reciprocal Payments are to be calculated and a schedule of Derivative
Payment Dates.
(d) Supplemental Agreements to Govern Derivative Products. Prior to
entering into a Derivative Product, the Commission sha11 adopt a resolution, which shall:
(1) create and establish a Derivative Product Account or provide for
some other way to account for the use of a Derivative Product; establish general provisions for
the retention of Net Revenues in amounts sufficient to make, when due, Port Payments;
(2) establish general provisions for the rights of providers of
Derivative Products or Derivative Facilities; and
(3) set forth such other matters as the Port deems necessary or
desirable in connection with the management of Derivative Products as are not clearly
inconsistent with the provisions of this resolution.
Except as may be otherwise provided in the resolution establishing a Derivative Product
Account, Future Subordinate Lien Parity Bonds may be delivered in connection with any
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Derivative Product. This resolution may be amended in the future to reflect the lien position and
priority of any payments made in connection with a Derivative Product; provided, however, that
no amendment shall be made which permits a payment under a Derivative Product to constitute a
lien on Net Revenues superior to that of Subordinate Lien Parity Bonds (including the
Reimbursement Notes) without the consent of each Bank unless such payment constitutes
Permitted Prior Lien Bonds and, provided, further, that termination paym~nts under Derivative
Products may not attain a parity lien with Subordinate Lien Parity Bonds (including the
Reimbursement Notes).
Section 4.07. Disposition ofNote Proceeds.
(a) Series A Notes. The proceeds of the Series A Notes (other than proceeds
of Series A Notes issued to refund other obligations under the 1997 Program or Series A Notes
or to pay Reimbursement Notes) specified from time to time by the Designated Port
Representative shall be paid into the Capital Fund-A (hereinafter authorized to be created).
The Port or 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 Capital Fund, A" (the "Capital
Fund-A"). The money on deposit in the Capital Fund-A shall be utilized to pay or reimburse the
Port for the Costs of Construction of the Series A Projects and costs incidental thereto, and costs
incurred in connection with the issuance and sale of the Series A Notes, to the extent designated
by the Port.
All or part of the proceeds of the Series A Notes 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 which will mature prior to the date on which such money shall
be needed.
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In the event that it shall not be possible or practicable to accomplish all of the Series A
Projects, the Port may apply the proceeds of the Series A Notes 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 of Section 4.08 of this resolution.
Any part of the proceeds of the Series A Notes remaining in the Capital Fund-A 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 Section 4.08 hereof
or may be transferred to the Subordinate Lien Note Fund for the uses and purposes therein
provided.
(b) SeriesB Notes. The proceeds of the Series B Notes (other than proceeds
of refunding Series B Notes or obligations issued under the 1997 Program or to pay
Reimbursement Notes) designated by the Port representative from time to time shall be paid into
the Capital Fund-B (hereinafter authorized to be created).
The Port or 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 Capital Fund, B" (the "Capital
Fund-B"). The money on deposit in the Capital Fund-B shall be utilized to pay or reimburse the
Port for the Costs of Construction of the Series B Projects and costs incidental thereto, and costs
incurred in connection with the issuance and sale of the Series B Notes, to the extent designated
by the Port.
All or part of the proceeds of the Series B Notes 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 which will mature prior to the date on which such money shall
be needed.
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In the event that it shall not be possible or practicable to accomplish all of the Series B
Projects, the Port may apply the proceeds of the Series B Notes 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 of Section 4.08 of this resolution.
Any part of the proceeds of the Series B Notes remaining in the Capital Fund-B 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 Section 4.08 hereof
or may be transferred to the Subordinate Lien Note Fund for the uses and purposes therein
provided.
(c) Series C Notes. The proceeds of the Series C Notes (other than the
proceeds of refunding Series C Notes or obligations issued under the 1997 Program or to pay
Reimbursement Notes) designated by the Designated Port Representative from time to time shall
be paid into the Working Capital Fund-C (hereinafter authorized to be created).
The Port or 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 Working Capital Fund, C" (the
"Working Capital Fund-C"). The money on deposit in the Working Capital Fund-C shall be
utilized to pay or reimburse the Port for the Series C Project (Working Capital) and costs
incidental thereto, and costs incurred in connection with the issuance and sale of the Series C
Notes, to the extent designated by the Port.
All or part of the proceeds of the Series C Notes 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 Jaw which will matureprior to the date on which such money shall
be needed.
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In the event that it shall not be possible or practicable to accomplish all of the Series C
Projects, the Port may apply the proceeds of the Series C Notes 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 of Section 4.08 of this resolution.
Any part of the proceeds of the Series C Notes remaining in the Working Capital Fund-C
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
Section 4.08 hereof or may be transferred to the Subordinate Lien Note Fund for the uses and
purposes therein provided.
(d) Series D Notes. The proceeds of the Series D Notes (other than the
proceeds of the refunding Series D Notes or the proceeds used to pay the Reimbursement Note)
shall be deposited in any fund of the Port and may be used for any lawful expenditure.
Section 4.08. Tax Covenants.
(a) Tax Covenant. The Commission covenants to undertake all actions
required to maintain the tax-exempt status of interest on the Series A Notes, Series B Notes and
Series C Notes under the Code.
(b) No Bank Qualification. The Notes are not qualified tax-exempt
obligations pursuant to Section 265(b) of the Code for investment by financial institutions.
Section 4.09. Defaults and Remedies. The Port hereby finds and determines that the
failure or refusal of the Port or any ofits officers to perform the covenants and obligations of this
resolution will endanger the operation of the Facilities and the application of Gross Revenue and
such other money, funds and securities to the purposes herein set forth. Any one or more of the
following shall constitute a Default with respect to the Notes:
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(a) The Port shall fail to make payment of the principal of any Note or a
Reimbursement Note when the same shall become due and payable;
(b) The Port shall fail to make payments of any installment of interest on any
Note or a Reimbursement Note when the same shall become due and payable;
(c) The Port shall default in the observance or performance of any other
covenants, conditions, or agreements on the part of the Port contained in this resolution, and such
default shall have continued for a period of 90 days.
Upon the occurrence and continuation of a Default with respect to a Note payable from
drawings under a Credit Facility that is an irrevocable direct pay letter of credit, the issuer of
such Credit Facility shall be entitled to exercise, on behalf of the Registered Owners of the Notes
payable from drawings under such Credit Facility, any of the remedies provided under this
section and, for as long as the Bank is not in default of its obligations under such Credit Facility,
the Bank shall be the only party entitled to exercise the remedies with respect to such Notes as
provided under this section. There shall be no waiver of a Default hereunder with respect to the
Notes that are payable from drawings under a Credit Facility that is an irrevocable direct pay
letter of credit unless the Registrar shall be assured that such Credit Facility has been fully
reinstated.
Subject to provisions of the preceding paragraph, upon the occurrence of a Default with
' respect to the Notes and so long as such Default shall not have been remedied, a Registered
Owners' Trustee may be appointed for the Notes by the owners of 51 % in principal amount of
the Outstanding Notes by an instrument or concurrent instruments in writing signed and
acknowledged by such Registered Owners or by their attorneys-in-fact duly authorized and
delivered to such Registered Owners' Trustee, notification thereof being given to the Port. Any
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Registered Owners' Trustee appointed under the provisions of this Section shall be a bank or
trust company organized under the laws of a state or a national banking association. The fees
and expenses of a Registered Owners' Trustee shall be borne by the Registered Owners and not
. by the Port. The bank or trust company acting as a Registered Owners' Trustee may be removed
. at any time, and a successor Registered Owners' Trustee may be appointed by the owners of a
majority in principal amount of the Notes Outstanding, by an instrument or concurrent
instruments in writing signed and acknowledged by such Registered Owners or by their
attorneys-in-fact duly authorized.
The Registered Owners' Trustee appointed in the manner herein provided, and each
successor thereto, is hereby declared to be a trustee for the owners of all the Notes for which
such appointment is made and is empowered to exercise all the rights and powers herein
conferred on the Registered Owners'Trustee.
A Registered Owners' Trustee may upon the happening of a Default and during the
continuation thereof, take such steps and institute such suits, actions or other proceedings in its
own name, or as trustee, all as it may deem appropriate for the protection and enforcement of the
rights of Registered Owners to collect any amounts due and owing the Port, or to obtain other
appropriate relief, and may enforce the specific performance of any covenant, agreement or
condition contained in this resolution.
Any action, suit or other proceedings instituted by a Registered Owners' Trustee
hereunder shall be brought in its name as trustee for the Registered Owners and all such rights of
action upon or under any of the Notes or the provisions of this resolution may be enforced by a
Registered Owners' Trustee without the possession of any of said Notes, and without the
production of the same at any trial or proceedings relating thereto except where otherwise
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required by law, and the respective owners of said Notes by taking and holding the same, shall
be conclusively deemed irrevocably to appoint a Registered Owners' Trustee the true and lawful
trustee to the respective owners of said Notes, with authority to institute any such action, suit or
proceeding; to receive as trustee and deposit in trust any sums that become distributable on
account of said Notes; to execute any paper or documents for the receipt of such moneys, and to
do all acts with respect thereto that the Registered Owner himself might have done in person.
Nothing herein contained shall be deemed to authorize or empower any Registered Owners'
Trustee to consent to accept or adopt, on behalf of any owner of said Notes, any plan of
reorganization or adjustment affecting the said Notes or any right of any owner thereof, or to
authorize or empower the Registered Owners' Trustee to vote the claims of the owners thereof in
'any receivership, insolvency, liquidation, bankruptcy, reorganization or other proceeding to
which the Port shall be a party.
No owner of any one or more of the Notes shall have any right to institute any action, suit
or proceedings at law or in equity for the enforcement of the same, unless Default shall have
happened and be continuing, and unless no Registered Owners' Trustee has been appointed as
herein provided, but any remedy herein authorized to be exercised by a Registered Owners'
Trustee may be exercised individually by any Registered Owner, in his own name and on his
own behalf or for the benefit of all Registered Owners, in the event no Registered Owners'
Trustee has been appointed, or with the consent of the Registered Owners' Trustee if such
Registered Owners' Trustee has been appointed; provided however, that nothing in this
resolution or in the Notes shall affect or impair the obligation of the Port which is absolute and
unconditional, to pay from Available Revenue the principal of and interest on said Notes to the
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respective owners thereof at the respective due dates therein specified, or affect or impair the
right of action, which is absolute and unconditional, of such owners to enforce such payments.
The remedies herein conferred upon or reserved to the owners of the Notes and to a
Registered Owners' Trustee are not intended to be exclusive of any other remedy or remedies,
and each and every such remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by statute. The
privileges herein granted shall be exercised from time to time and continued so long as and as
often as the occasion therefor may arise and no waiver of any default hereunder, whether by a
Registered Owners' Trustee or by the owners of Notes, shall extend to or shall affect any
subsequent default or shall impair any rights or remedies consequent thereon. No delay or
omission of the Registered Owners or of a Registered Owners' Trustee to exercise any right or
power accruing upon any default shall impair any such right or power or shall be construed to be
a waiver of any such default or acquiescence therein.
Upon any such waiver, such Default shall cease to exist, and any Default arising
therefrom shall be deemed to have been cured, for every purpose of this resolution; but no such
waiver shall extend to any subsequent or other default or impair any right consequent thereon.
If the Port has received a default notice from a Bank in the form set forth in the Credit
Facility, the Port shall notify each Dealer and shall cease issuing Notes payable from drawings
under the Credit Facility of such Bank and shall not instruct the -Registrar to authenticate any
additional Notes payable from drawings under that Credit Facility. Upon receipt of a default
notice, the Registrar shall notify the Dealer and shall not authenticate and deliver any further
Notes payable from drawings under that Credit Facility.
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Section 4.10. Compliance with Parity Conditions. The Commission hereby finds and
determines as required by Section 5.04 of Resolution No. 3238, as amended, Section 4.04 of
Resolution No. 3255, as amended, Section 18 of Resolution No. 3276, as amended, and
Section 5.10 of Resolution No. 3354 (the "Subordinate Lien Resolutions") as follows:
First: The Port is not and will not be in default at the time of issuance of the Notes of its
obligations under the Subordinate Lien Resolutions; and
Second: This Commission has been assured that prior to the Issue Date, it will have on
hand a certificate from the Designated Port Representative (prepared as prescribed in the
Subordinate Lien Resolutions) demonstrating fulfillment of the Subordinate Lien Parity Test,
commencing on the first full fiscal year following the earlier of (1) the Date of Commercial
Operation of the Projects being funded with the Notes or (2) the date on which any portion of
interest on the Notes no longer will be pafcl from the proceeds thereof and for the following two
fiscal years. The Subordinate Lien Parity Test shall take into account Debt Service with respect
to the Notes, excluding those Notes that will be issued to refund obligations issued under the
1997 Program outstanding as of the Issue Date.
The limitations contained in the conditions provided in the Subordinate Lien Resolutions
having been complied with, the payments required herein to be made out of the Available
Revenue to pay and secure the payment of the principal of and interest on the Notes and the
Reimbursement Notes shall constitute a lien and charge upon such Available Revenue equal in
rank to the lien and charge thereon of the Outstanding Subordinate Lien Bonds.
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ARTICLEV.
THE DEALER; THE REGISTRAR; SALE OF NOTES;
EXECUTION OF AGREEMENTS
Section 5.01. Appointment of Dealer. Lehman Brothers Inc. is appointed as the initial
Dealer for the Notes. The Designated Port Representative is hereby authorized to enter into one
or more dealer agreements with respect to the rights, duties and obligations of the initial Dealer
and any other Dealer for the Notes. Additional or alternate Dealers may be appointed by the
Designated Port Representative.
The Dealer may at any time resign and be discharged of the duties and obligations
created by this resolution by giving the notice set forth in the Dealer Agreement(s). The Dealer
may be removed upon notice set forth in the Dealer Agreement at the direction of the Designated
Port Representative, by written notice to the Dealer, each Bank issuing a Credit Facility and the
Registrar. Any successor Dealer shall be authorized by law to perform all the duties set forth in
this resolution.
Section 5.02. Additional Duties of Registrar. The Registrar shall perform the duties
specified hereunder consistent with the terms of the Fiscal Agency Agreement and this
resolution.
Section 5.03. Reimbursement Agreement.
(a) The Port hereby approves the terms of and is hereby authorized to execute,
deliver and perform the Reimbursement Agreement-Bayerische. The terms of the
Reimbursement Agreement-Bank of America, in its original form, including the first
amendment thereto, substantially in the form presented to this Commission, are hereby ratified,
confirmed and approved by this Commission.
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(b) The Designated Port Representative is hereby authorized and directed to
execute and deliver the Reimbursement Agreement-Bayerische and a Reimbursement Note to
Bayerische Landesbank Girozentrale, acting through its New York Branch to evidence the Port's
obligations to reimburse said Bank for drawings made under the Letter of Credit-Bayerische.
The Reimbursement Note delivered to Bayerische Landesbank Girozentrale, shall bear interest,
shall mature and shall otherwise have the terms and conditions set forth in the Reimbursement
Agreement-Bayerische. The Designated Port Representative is hereby authorized and directed
to execute and deliver the first amendment to Reimburseme~~ Agreement-Bank ofAmerica and a
Reimbursement Note to Bank of America, N.A. to confirm the Port's obligations to reimburse
said Bank for drawings made under the Letter of Credit-Bank of America. The Reimbursement
Note delivered to Bank of America, N.A. shall bear interest, shall mature and shall otherwise
have the terms and conditions set forth in the Reimbursement Agreement-Bank of America.
(c) The terms of any agreement authorizing a Credit Facility shall be subject
to the prior approval of the Commission, and such approval shall not constitute an amendment of
this resolution.
Section 5.04. Approval of Financing Documents. The Commission finds that entering
into the Dealer Agreement(s) and the Reimbursement Agreements are in the Port'sbest interest.
The Commission therefore authorizes the execution of those documents and of the Offering
Memoranda by the Designated Port Representative (with such changes to those documents as
may be approved by the Designated Port Representative and are consistent with this resolution)
and the performance by the Port of its obligations thereunder.
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Section 5.05. Specific Authorizations. The Designated Port Representative may, in his
or her discretion, without further action by the Commission, negotiate extensions of the stated
expiration date of any Credit Facility, and execute documents necessary to effect such changes.
ARTICLE VI.
MISCELLANEOUS
Section 6.01. Contract; Severability. The covenants in this resolution and in the Notes
shall constitute a contract among the Port, the Registrar, the Banks and the Registered Owner of
each and every Note. If any one or more of the covenants or agreements provided in this
resolution to be performed on the part of the Port shall be declared by any court of competent
jurisdiction and final appeal (if ariy appeal be taken) to be contrary to law, then such covenant or
covenants, agreement or agreements, shall be null and void and shall be deemed separable from
the remaining covenants and agreements in this resolution and shall in no way affect the validity
of the other provisions of this resolution or of the Notes.
Section 6.02. Notice. Any notice required to be given hereunder by mail to the
Registered Owners shall be given by mailing a copy of such notice, first class postage prepaid, to
the Registered Owners of all the Notes at their 'addresses appearing in the Note Register.
Section 6.03. References to Bank. Notwithstanding any provisions contained herein to
the contrary, after the expiration or termination of any Credit Facility and after all obligations
owed to the applicable Bank pursuant to the applicable Reimbursement Agreement and
Reimbursement Note have been paid in full or discharged, all references to such Bank and such
Credit Facility contained herein shall be null and void and of no further force and effect. The
Registrar shall not have any lien on moneys received under any Credit Facility for payment of its
fees and expenses, and the Registrar shall not seek indemnity as a condition to making a drawing
under any Credit Facility, making payments to then Registered Owners of Notes.
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Section 6.04. Notices. All written notices to be given hereunder to any Notice Party or
any Rating Agency shall be given by first-class mail, postage prepaid to the party or parties
entitled thereto at the address set forth below, or at such other address as may be provided to the
other parties hereinafter listed in writing from time to time, namely:
The Port: Port of Seattle
Pier 69
2711 Alaskan Way
P. 0. Box 1209
Seattle, Washington 98111
Attention: Chief Financial Officer
Telephone: (206) 728-3207
Telefax (206) 728-3205
The Banks: Bank of America, N.A.
Public Sector Banking
800 Fifth Avenue, Floor 34
P.O. Box 34662
Seattle, Washington 98104-1662
Attention: Mr. Alex Johnston, Vice President
Telephone: (206) 358-8938
Telefax: (206) 358-8818
Bayerische Landesbank Girozentrale,
Acting Through Its New York Branch
17th Floor
560 Lexington Avenue
New York, New York 10022
Attention: Mr. Scott Al1ison
Facsimile: 212-212-9114
Telephone: 212-310-9869
The Dealer: Lehman Brothers Inc.
Columbia Center, Suite 7101
701 Fifth Avenue
Seattle, Washington 98104
Telephone: (206) 344-5838
Telefax: (206) 233-2817
-75- P:\SCISCOAS 01/0&'l!6
Lehman Brothers Inc.
Three World Financial Center, 9th Floor
New York, New York 10285
Attention: Short Term Municipal Trading
Desk/Underwriting
Telephone: (212) 528-1015
Telefax: (212) 526-1226
Registrar: The Bank of New York
101 Barclay Street, 8W
New York, New York 10286
Attention: Corporate Trust Registrar Administration
Telephone: (212) 815-5466
Telefax: (212) 815-5393
Moody's: Moody'sInvestors Service, Inc.
99 Church Street
New York, New York 10007
Attention: Structural Finance/LOC Group
S&P: Standard & Poor'sRatings Services,
a Division of the McGraw Hill Companies
55 Water Street
New York, New York 10041
Attention: Manager, Public Finance Department
Fitch: Fitch, Inc.
One State Street Plaza, 28th Floor
New York, New York 10004
Attention: Public Finance
Section 6.05. Notices to Rating Agencies. The Port shall give immediate notice to each
RatingAgency then maintaining a rating on the Notes in the event:
(a) A Dealer or the Registrar resigns or is replaced;
(b) This resolution is amended or supplemented;
(c) An Alternate Credit Facility is provided;
(d) There has been a termination of the Note program; or
(e) A Dealer Agreement, a Reimbursement Agreement or a Credit Facility is
amended, supplemented, extended, terminated or expired or replaced.
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Section 6.06. Amendments Without Registered Owners' Consent. This resolution may
be amended or supplemented from time to time, without the consent of the Registered Owners by
a Supplemental Resolution adopted by the Commission for one or more of the following
purposes:
(a) to add additional covenants of the Commission or to surrender any right or
power herein conferred upon the Port; or
(b) to cure any ambiguity or to cure, correct or supplement any defective
(whether because of any inconsistency with any other provision hereof or otherwise) provision of
this resolution in such manner as shall not be inconsistent with this resolution or to make any
other provisions with respect to matters or questions arising under this resolution, provided such
action shall not impair the security hereof or adversely affect the interests of the Registered
Owners; or
(c) to provide or modify procedures permitting Registered Owners to utilize a
certificated system of registration for Notes; or
(d) to modify, alter, amend, supplement or restate this resolution in any and
all respects necessary, desirable or appropriate' in connection with the delivery of a Credit
Facility, so long as such amendment or supplement does not adversely affect the security for any
Outstanding Notes or Reimbursement Notes; or
(e) to modify, alter, amend, supplement or restate this resolution in any and
all respects necessary, desirable or appropriate in order to satisfy the requirements of any Rating
Agency which may from time to time provide a rating on the Notes, or in order to obtain or
retain such rating on the Notes as is deemed necessary by the Port; or
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(f) for any purpose, if such amendment becomes effective only on a date on
which all Notes are scheduled to mature.
Section 6.07. Amendments With Registered Owners Consent. This resolution may be
amended from time to time by a Supplemental Resolution approved by the Registered Owners of
a majority in aggregate principal amount of the Notes then Outstanding; provided, that (a) no
amendment shall be made which affects the rights of some but fewer than all of the Registered
Owners of the Outstanding Notes without the consent of the Registered Owners of a majority in
aggregate principal amount of the Notes so affected, and (b) except as expressly authorized
hereunder, no amendment which alters the interest rates on any Notes, the maturity date or
Interest Payment Dates of any Notes without the consent of the Registered Owners of all
Outstanding Notes affected thereby.
Section 6.08. Amendments With Bank'sConsent; Consent of Issuers of Credit Facility.
Notwithstanding anything herein to the contrary, any amendment or supplement to this
resolution shall require t.J:ie prior written consent of each Bank.. If Notes are payable from a
Credit Facility that is an irrevocable direct pay letter of credit, the issuer of such Credit Facility
shall be considered to be the Registered Owner of such Notes for purposes of granting any
consent to an amendment or supplement pursuant to Section 6.07 hereof except for amendments
that alter the interest rates on any Notes, the maturity date or Interest Payment Dates of any
Notes.
Section 6.09. Immediate Effect. This resolution shall take effect immediately upon its
adoption.
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ADOPTED by the Port Commission of the Port of Seattle at a meeting thereof, held this
Jday of .T'c..u.. , 2001, and duly authenticated in open session by the signatures of the
commissioners voting in favor thereof and the seal of the commission duly affixed.
PORT OF SEATILE, WASIIlNGTON
CLARE NORDQUIST
l?ATRICiA DAVIS
PAIGE Mfl.lE~
Commissioners
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EXHIBIT A-1.
DESCRIPTION OF SERIES B PROJECTS
(1) Property acquisition, construction and improvements at Terminal 18, 2400 to
2900 11th Ave. S.W., Seattle, WA 98134, which incJude, but are not limited to, environmental
dean-up, acquisition of new container cranes, replacement, repair and upgrade of existing
cranes, dredging, apron upgrades, access improvements, preliminary planning and terminal
construction at either the existing facility or the new expansion area. The land will be owned by
the Port of Seattle and, through operating leases, the Terminal will be operated by Stevedoring
Services of America.
(2) Expansion, environmental clean-up, dredging, property acqms1t1on and
development, yard and building construction and improvements, access road construction, apron
construction and improvements and crane acquisition, repair and upgrades at Terminals 37-46,
401-1201 Alaskan Way, Seattle, WA 98134. Terminals 37-46 are owned by the Port and
operated by the Port and its tenants.
(3) Expansion, repairs, environmental clean-up and mitigation; dredging, property
acquisition and development; improvement, replacement and construction of terminal
infrastructure, equipment and facilities; traffic mitigation, repair, demolition of some existing
facilities; crane acquisition, repair and upgrades at Terminal 25-30, 2715-3225 East Marginal
Way, Seattle, WA 98134, which is owned by the Port and operated by the Port and its tenants.
(4) Completion of expansion, improvements and repair to Terminal 5, 3200 West
Marginal Way, Seattle, WA 98106, inc1uding but not limited to dredging, rail access,
environmental clean up, acquisition, improvements, construction, container crane acquisition,
repair and upgrades. Terminal 5 is owned by the Port of Seattle and operated by APL Limited.
(5) Improvements to Terminal 91, 2001 W. Garfield St. Seattle, WA 98119, including
but not limited to property acquisition, access improvements, tenant relocation, berth and apron
replacement and upgrade, infrastructure improvements including electrical, storm, sanitary and
water system upgrades, building additions, replacement and improvements to tenant facilities.
Terminal 91 is owned by the Port and operated by the Port and its tenants.
(6) Acquisition, repair, replacement and construction of docks, yard, buildings,
equipment and infrastructure inc1uding a warehouse management system at Terminal 106,
7 South Nevada Street, Seattle, WA 98134. Terminal 106 is owned by the Port and operated by
the Port and its tenants.
(7) Improvement to Terminal 115, 6020 to 6730 W. Marginal Way S.W., Seattle, WA
98106, inc1uding but not limited to acquisition, infrastructure improvements and yard
redevelopment. Tenninal 115 is owned by the Port and operated by the Port and its tenants.
(8) Repair and replacement of timber docks, infrastructure improvements, and facility
construction and improvements, including but not limited to Pier 16, 1124 S.W. Massachusetts
A-1 P:\SC\SCOAS 01/06128
St., Seattle, WA 98134; Pier 17, 1102 S.W. Massachusetts St., Seattle, WA 98134; Pier 48,101
Alaskan Avenue, Seattle, WA 98104. These properties are owned by the Port and operated by
the Port and its tenants.
(9) Repair and replacement of sewage treatment infrastructure for vessels, and office
and property renovations and replacements, at Terminal 102, 1001 S.W. Klickitat Way, Seattle,
WA 98134. Terminal 102 is owned by the Port and operated by the Port and its tenants.
(10) Property acquisition, repair and replacement of infrastructure, docks, seawall and
facilities at Fisherman's Terminal, 1735 West Thurman Avenue, Seattle, WA 98119.
Fisherman'sTerminal is owned by the Port and operated by the Port and its tenants.
(11) Dock restoration, repair and replacement and other improvements and repairs to
docks, infrastructure, buildings and yard, and uplands site development at Shilshole Bay Marina,
7001 Seaview Ave. N.W., Seattle, WA 98107, which is owned and operated by the Port.
(12) Construction, improvements and equipment acquisition at Pier 66, 2201 Alaskan
Way, Seattle, WA 98121, and improvements at Pier 69, 2711 Alaskan Way, Seattle, WA 98121.
Pier 66 and Pier 69 are owned by the Port and operated by the Port and its tenants.
(13) Transportation improvement projects under "FAST corridor initiative" including
but not limited to design and engineering of ramps, overpasses and rail improvements for the
Auburn grade separation, Tukwila South 180th St. grade separation, Access Duwamish, East
Marginal Way Overpass, Spokane St. Viaduct, and SR-519 Intermodal projects.
(14) Acquisition and development of systems and equipment necessary for an
E-Commerce initiative or other technology systems, including but not limited to an assessment
of the Port's current technology infrastructure, purchases of needed hardware and software;
development and implementation of eBusiness applications and systems for the facilitation of all
internal and external Port processes, to be owned and used by the Port of Seattle or its customers.
(15) Runway, taxiway, apron and safety areas construction, repairs and improvements;
airfield infrastructure repairs and improvements, lighting improvement upgrades, and security
system upgrade; construction of cargo hardstands and aircraft parking positions, warehouse
building construction; noise mitigation, FAA tower construction, maintenance facility
replacement, fire station and fire training facility relocation, environmental mitigation,
navigation aids and other airfield improvements; Airport Terminal construction, repairs,
improvements, upgrades and expansion including, but not limited to, passenger conveyance
system repair and replacement, gate reconfiguration, baggage system improvements, equipment
acquisition and improvements, art exhibition, police department consolidation and relocation;
on-Airport infrastructure construction, repairs and improvements, including, but not limited to,
communication system replacement, electrical, mechanical, HVAC, information systems, water,
sewer, and wastewater infrastructure repair and replacement, hazardous materials abatement,
parking, recreational trail, roadway and ground transportation facilities construction and
improvements; planning work relating to future facilities north and south of the Airport;
equipment, property, building and leasehold acquisition related to airport maintenance and
A-2 01106126
expansion at Seattle-Tacoma International Airport, 17801 Pacific Highway South, Seatac, WA
98158, which is owned and operated by the Port.
(16) Acquisition and construction (including all planning, architecture and engineering
expenses) of a Fuel Hydrant System and related storage facilities for refueling aircraft at the
Seattle-Tacoma International Airport, 17801 Pacific Highway South, Seatac, WA 98158.
(17) Property acquisition and construction (including all planning, architecture and
engineering expenses) of a rental car facility including access and infrastructure improvements at
or near the Seattle-Tacoma International Airport, 17801 Pacific Highway South, Seatac, WA
98158.
(18) Acquisition of street rights-of-way in the vicinity of the Airport and property
acquisitions for Airport expansion adjacent or near to the Seattle-Tacoma International Airport,
17801 Pacific Highway South, Seatac, WA 98158.
A-3 P:\SC\SCOAS 01/06/26
CERTIFICATE
I, the undersigned, Chief Financial Officer of the Port of Seattle (the "Port"), DO
HEREBY CERTIFY:
1. That the attached Resolution No. 3456, as amended, (the "Resolution") is a true
and correct copy of a resolution of the Port as adopted at an open public meeting of the Port
Commission 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 was present throughout the meeting and a legally sufficient number of members of the
Port Commission voted in the proper manner for the passage of the Resolution; that all other
requirements and proceedings incident to the proper passage of the Resolution have been duly
fulfilled, carried out and otherwise observed, and that I am authorized to execute this certificate.
3. That the Resolution has not been amended, superseded or repealed since its
adoption, and remains in full and force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand this 28th day ofJune, 2001.
Chief Financial Officer
Port ofSeattle
P:ISCISCOA6 01/06/23
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