PORT OF SEATTLE
RESOLUTION NO. 3777
A RESOLUTION of the Port Commission of the Port of Seattle,
amending Resolution No. 3456, as amended, regarding term,
size and certain delegated authority with respect to the Port’s
Subordinate Lien Revenue Notes (Commercial Paper).
ADOPTED: ___________, 2020
Prepared by:
K&L GATES LLP
Item No. 8d_reso.
Meeting Date: September 8, 2020
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PORT OF SEATTLE
Resolution No. 3777
Table of Contents
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Page
Section 1. Amendment to Section 2.02 ..................................................................... 2
Section 2. Amendment to Section 2.08(a) ................................................................. 3
Section 3. Amendment to Section 3.04 ..................................................................... 4
Section 4. Amendment to Section 5.03(c) ................................................................. 5
Section 5. Deletion ................................................................................................... 5
Section 6. Affirmation .............................................................................................. 5
Section 7. Effective Date .......................................................................................... 6
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This Table of Contents and the cover page are for convenience of reference and are not intended to be a part
of this resolution.
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RESOLUTION NO. 3777
A RESOLUTION of the Port Commission of the Port of Seattle,
amending Resolution No. 3456, as amended, regarding term, size and
certain delegated authority with respect to the Port’s Subordinate Lien
Revenue Notes (Commercial Paper).
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, under authority of Resolution No. 3456, as amended, adopted by the Port
Commission (the “Commission”) on June 26, 2001 (“Original Resolution”), the Port established a
commercial paper program (the “Program”) through the issuance of subordinate lien notes (the
“Notes”) in order to provide for the funding and refunding of Port projects and purposes; and
WHEREAS, under the terms of the Original Resolution, no Notes may be issued under the
Program having a maturity later than June 1, 2021; and
WHEREAS, this Commission has determined to expand and to extend the term of the
Program; and
WHEREAS, Sumitomo Mitsui Banking Corporation, acting through its New York Branch
and Bank of America, N.A. (the “Banks”) have issued letters of credit in the stated amounts of
$125,000,000 and $130,000,000, respectively, in support of the Program; and
WHEREAS, the Banks have agreed to consent to this amendment to the Original
Resolution;
NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE
PORT OF SEATTLE, WASHINGTON, as follows:
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Section 1. Amendment to Section 2.02. Section 2.02 of the Original Resolution is
hereby amended to read as follows (additions are double underscored, and deletions are shown as
stricken text):
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
obligations remain outstanding thereunder) at any time or from time to time will
not exceed $400,000,000[$250,000,000] (subject to the further limitations 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 obligations, 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
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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). No Note may be issued under this resolution having a maturity later than
June 1, [2021][2051]. 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][2051]. 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-exempt”
unless contemporaneously 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. Amendment to Section 2.08(a). Section 2.08(a) of the Original Resolution
is hereby amended to read as follows (additions are double underscored, and deletions are shown
as stricken text):
Section 2.08. Determination of Interest Rates.
(a) Determination 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][2051], (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
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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 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.
Section 3. Amendment to Section 3.04. Section 3.04 of the Original Resolution is
hereby amended to read as follows (additions are double underscored, and deletions are shown as
stricken text):
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][2051];
(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 irrevocable
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 shall 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.
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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 Registrar has received a Notice of Expiration of the Letter of
Credit – Bank of America in the form of Annex C thereto.
Section 4. Amendment to Section 5.03(c). Section 5.03(c) of the Original Resolution
is hereby amended to read as follows (additions are double underscored, and deletions are shown
as stricken text):
Section 5.03. Reimbursement Agreement.
(c) The Designated Port Representative is hereby authorized to
designate Credit Facility Issuers, to replace Credit Facility Issuers and negotiate
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. Deletion. Section 5.05 is deleted in its entirety.
[ 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.]
Section 6. Affirmation. As amended by this amendatory resolution, the Original
Resolution is hereby ratified approved and confirmed in its entirety.
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Section 7. Effective Date. This resolution shall take effect immediately upon the later
to occur: (a) its adoption and (b) the receipt by the Port of the executed consents of the Banks.
ADOPTED by the Port Commission of the Port of Seattle at a duly noticed meeting thereof,
held this ____ day of __________, 2020, and duly authenticated in open session by the signatures
of the commissioners voting in favor thereof.
PORT OF SEATTLE
Commissioners
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CERTIFICATE
I, the undersigned, Secretary of the Port Commission (the “Commission”) of the Port of
Seattle, Washington (the “Port”), DO HEREBY CERTIFY:
1. That the attached resolution numbered 3777 (the “Resolution”), is a true and correct
copy of a resolution of the Port, as finally adopted at a meeting of the Commission held on the ___
day of ___________, 2020, and duly recorded in my office.
2. That said meeting was duly convened and held in all respects in accordance with
law, and to the extent required by law, due and proper notice of such meeting was given; that a
quorum of the Commission was present throughout the meeting and a legally sufficient number of
members of the Commission voted in the proper manner for the adoption of said Resolution; that
all other requirements and proceedings incident to the proper adoption of said Resolution have
been duly fulfilled, carried out and otherwise observed, and that I am authorized to execute this
certificate.
IN WITNESS WHEREOF, I have hereunto set my hand this ___ day of
___________________, 2020.
Secretary
