Item Number: 10a reso____
Meeting Date: June 23, 2026

RESOLUTION NO. 3851
A RESOLUTION of the Port of Seattle Commission authorizing the
issuance and sale of subordinate lien revenue bonds in one or more series
in the aggregate principal amount of not to exceed $400,000,000, for the
purpose of financing or refinancing capital improvements to port
facilities; setting forth certain bond terms and covenants; and delegating
authority to approve final terms and conditions and the sale of the bonds.
Prepared by:
PACIFICA LAW GROUP LLP
Seattle, Washington
Adopted: July 14, 2026

PORT OF SEATTLE
RESOLUTION NO. 3851
TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS; INTERPRETATION
Section 1.01. Definitions............................................................................................................... 4
Section 1.02. Interpretation ........................................................................................................... 9
ARTICLE II
Section 2.01.
Section 2.02.
Section 2.03.
Section 2.04.
Section 2.05.
Section 2.06.
Section 2.07.
Section 2.08.

ISSUANCE, CONDITIONS AND TERMS OF BONDS

Plan of Finance; Parity Conditions Met ................................................................ 10
Authorization and Description of Bonds .............................................................. 11
Execution .............................................................................................................. 11
Authentication ....................................................................................................... 12
Registration, Transfer and Exchange .................................................................... 12
Destroyed, Lost or Stolen Bonds .......................................................................... 17
Form of Bonds ...................................................................................................... 17
Defeasance ............................................................................................................ 18
ARTICLE III REDEMPTION OF BONDS

Section 3.01.
Section 3.02.
Section 3.03.
Section 3.04.
Section 3.05.
Section 3.06.

Mandatory Redemption ........................................................................................ 19
Optional Redemption ............................................................................................ 19
Selection of Bonds for Redemption ...................................................................... 19
Notice of Redemption ........................................................................................... 20
Effect of Redemption ............................................................................................ 20
Purchase of Bonds by Port .................................................................................... 20
ARTICLE IV USE OF PROCEEDS

Section 4.01.
Section 4.02.
Section 4.03.
Section 4.04.

Use of Moneys in Subordinate Lien Bond Fund .................................................. 21
Enforcement of Rights .......................................................................................... 21
Use of Bond Proceeds ........................................................................................... 21
Tax Covenants ...................................................................................................... 22
ARTICLE VI SALE AND REMARKETING OF BONDS

Section 5.01.
Section 5.02.
Section 5.03.
Section 5.04.

Sale of Bonds ........................................................................................................ 25
Approval of Official Statement ............................................................................. 29
Undertaking to Provide Ongoing Disclosure ........................................................ 30
General Authorization ........................................................................................... 30
ARTICLE VI MISCELLANEOUS

Section 6.01. Contract; Severability ........................................................................................... 30
Section 6.02. Notices to Rating Agencies ................................................................................... 30
Section 6.03. Immediate Effect ................................................................................................... 31

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RESOLUTION NO. 3851

A RESOLUTION of the Port of Seattle Commission authorizing the
issuance and sale of subordinate lien revenue bonds in one or more series
in the aggregate principal amount of not to exceed $400,000,000, for the
purpose of financing or refinancing capital improvements to port
facilities; setting forth certain bond terms and covenants; and delegating
authority to approve final terms and conditions and the sale of the bonds.
WHEREAS, the Port of Seattle (the "Port"), a municipal corporation of the State of
Washington, owns and operates a system of marine terminals and properties and Seattle-Tacoma
International Airport; and
WHEREAS, the Port has authorized the issuance of revenue bonds in one or more series
pursuant to Resolution No. 3059, as amended, of the Commission, adopted on February 2, 1990,
as most recently amended and restated by Resolution No. 3577 of the Commission adopted
on February 27, 2007 (collectively, the "First Lien Master Resolution"), each series being payable
from the Net Revenues (as such term is defined in the First Lien Master Resolution); and
WHEREAS, the Port currently has outstanding four series of first lien revenue bonds
pursuant to the First Lien Master Resolution, as follows:

Authorizing
Resolution
Number

Date of
Original
Issue

3619
3721
3721
3787

07/16/2009
08/02/2016
08/02/2016
06/30/2021

Series
(B-2)
(B)
(C)

Original
Principal
Amount
$ 22,000,326(1)
124,380,000
6,180,000
43,015,000

Principal
Amount
Outstanding
(as of
07/02/2026)
$ 45,005,499(1)
75,660,000
3,395,000
9,540,000
$133,600,499

Final
Maturity Date
05/01/2031
10/01/2032
10/01/2032
09/01/2026

______________
(1)
Series 2009B-2 Bonds are capital appreciation bonds; total principal amount outstanding
includes accreted interest of $31,888,018 through July 2, 2026.
(the "Outstanding First Lien Parity Bonds"); and

WHEREAS, the Port has authorized the issuance of intermediate lien revenue bonds
having a lien on Net Revenues subordinate to the lien thereon of the Outstanding First Lien Parity
Bonds in one or more series pursuant to Resolution No. 3540, as amended, adopted on June 14,
2005 (the "Intermediate Lien Master Resolution"); and
WHEREAS, the Port currently has outstanding 21 series of intermediate lien revenue
bonds pursuant to the Intermediate Lien Master Resolution, as follows:

Authorizing
Resolution
Number

Date of
Original
Issue

3709
3722
3735
3735
3735
3735
3749
3749
3758
3786
3786
3786
3786
3801
3801
3801
3826
3826
3837
3837
3837

08/06/2015
08/02/2016
08/22/2017
08/22/2017
08/22/2017
08/22/2017
06/21/2018
06/21/2018
08/07/2019
06/30/2021
06/30/2021
06/30/2021
06/30/2021
08/11/2022
08/11/2022
08/11/2022
08/15/2024
08/15/2024
08/21/2025
08/21/2025
08/21/2025

Series
(C)
(A)
(B)
(C)
(D)
(A)
(B)
(A)
(B)
(C)
(D)
(A)
(B)
(C)
(A)
(B)
(A)
(B)
(C)

Original
Principal
Amount
$226,275,000
99,095,000
16,705,000
264,925,000
313,305,000
93,230,000
470,495,000
85,145,000
457,390,000
47,025,000
148,765,000
514,390,000
41,395,000
206,200,000
585,930,000
70,435,000
168,975,000
648,940,000
74,235,000
650,460,000
22,550,000

Principal
Amount
Outstanding
(As of
07/02/2026)
$ 156,450,000
69,290,000
16,705,000
157,605,000
251,670,000
12,210,000
390,700,000
22,020,000
393,055,000
9,430,000
121,865,000
443,015,000
31,490,000
190,155,000
537,495,000
34,975,000
148,035,000
614,505,000
74,235,000
650,460,000
22,550,000
$4,347,915,000

(the "Outstanding Intermediate Lien Parity Bonds"); and

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Final
Maturity Date
04/01/2040
02/01/2030
05/01/2028
05/01/2036
05/01/2042
05/01/2027
05/01/2043
05/01/2028
04/01/2044
12/01/2030
06/01/2040
08/01/2046
08/01/2031
08/01/2033
08/01/2047
08/01/2032
03/01/2040
07/01/2049
10/01/2050
10/01/2050
09/01/2032

WHEREAS, the Port has issued and currently has outstanding two series of subordinate
lien revenue bonds, as follows:
Authorizing
Resolution
Number
3456(1)
3598(2)

Date of
Original
Issue

Original
Principal
Amount

(CP)
06/17/2008

$ 400,000,000
200,715,000

Principal
Amount
Outstanding
(07/02/2026)
$120,000,000
110,335,000
$230,335,000

Final
Maturity Date
06/01/2051
07/01/2033

(1)

As amended by Resolution No. 3777, adopted on September 22, 2020, and Resolution No.
3846, adopted on April 14, 2026.
(2)
As amended by Resolution No. 3847, adopted on April 14, 2026.
(the "Outstanding Subordinate Lien Parity Bonds"); and
WHEREAS, pursuant to Resolution No. 3845, adopted on April 14, 2026 (the "Subordinate
Lien Master Resolution"), the Port has authorized the issuance of Subordinate Lien Parity Bonds
on a parity with the Outstanding Subordinate Lien Parity Bonds under the terms and conditions set
forth in the Subordinate Lien Master Resolution; and
WHEREAS, pursuant to Sections 2 and 4 of the Subordinate Lien Master Resolution, the
Port may issue from time to time one or more series of Subordinate Lien Parity Bonds by means
of a Series Resolution (as defined in the Subordinate Lien Master Resolution) for Port purposes;
and
WHEREAS, the Port has determined that the requirements for issuing Subordinate Lien
Parity Bonds set forth in Sections 2 and 4 of the Subordinate Lien Master Resolution will be met;
and
WHEREAS, pursuant to RCW 53.40.030, the Commission may delegate authority to the
Executive Director of the Port to approve interest rates (or method of establishing interest rates),

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maturity dates, redemption rights, interest payment dates, and principal maturities under such
terms and conditions as are approved by Series Resolution; and
WHEREAS, the Port has provided notice of and held a public hearing on the issuance of
Subordinate Lien Parity Bonds as required by Section 147(f) of the Internal Revenue Code, as
amended; and
WHEREAS, it is deemed necessary and desirable that one or more series of Subordinate
Lien Parity Bonds be issued and sold as herein provided;
NOW, THEREFORE, BE IT RESOLVED BY THE PORT COMMISSION OF THE
PORT OF SEATTLE, WASHINGTON, as follows:
ARTICLE I.
DEFINITIONS; INTERPRETATION
Section 1.01. Definitions.

Capitalized terms contained in this resolution have the

meanings set forth in the Subordinate Lien Master Resolution. Unless the context otherwise
requires, the following additional terms shall have the following meanings:
Beneficial Owner means, with respect to a Bond, the owner of the beneficial interest in
that Bond.
Bond or Bonds means any Series of Port of Seattle, Subordinate Lien Revenue Bonds,
Series 2026.
Bond Purchase Agreement means any purchase contract relating to one or more Series of
Bonds between the Port and the Underwriter.
Bond Register means the registration books maintained by the Registrar for purposes of
identifying ownership of the Bonds.
Closing Date means the date of initial issuance and delivery of the Bonds.

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Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of the
Tax-Exempt Bonds or (except as otherwise referenced herein) as it may be amended to apply to
obligations issued on the date of issuance of the Tax-Exempt Bonds, together with applicable
proposed, temporary and final regulations promulgated, and applicable official public guidance
published, under the Code.
Continuing Disclosure Certificate means the written undertaking for the benefit of the
owners and Beneficial Owners of the Bonds, as required by Section (b)(5) of the Rule.
Direct Purchase Agreement means one or more loan, purchase, or continuing covenant
agreements, if any, between the Port and a Direct Purchaser under which the Direct Purchaser will
make a loan to the Port evidenced by a Direct Purchase Bond, or under which the Direct Purchaser
will purchase the Direct Purchase Bond.
Direct Purchase Bonds means any one or more Series of Bonds sold to a Direct Purchaser
pursuant to Section 5.01 of this Series Resolution.
Direct Purchaser means any bank, other financial institution, governmental entity or other
purchaser selected to purchase (or to accept delivery of) one or more Direct Purchase Bonds,
including to evidence the Port's obligations under a Direct Purchase Agreement, pursuant to
Section 5.01 of this Series Resolution.
DTC means The Depository Trust Company, New York, New York as depository for the
Bonds, or any successor or substitute depository for the Bonds.
Fair Market Value means the price at which a willing buyer would purchase an investment
from a willing seller in a bona fide, arm's-length transaction, except for specified investments as
described in Treasury Regulation § 1.148-5(d)(6), including United States Treasury obligations,
certificates of deposit, guaranteed investment contracts, and investments for yield restricted

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defeasance escrows. Fair Market Value is generally determined on the date on which a contract
to purchase or sell an investment becomes binding, and, to the extent required by the applicable
regulations under the Code, the term "investment" will include a hedge.
Federal Tax Certificate means the certificate executed by the Designated Port
Representative setting forth the requirements of the Code for maintaining the tax status of the
applicable Tax-Advantaged Bonds or Tax-Exempt Bonds, and attachments thereto.
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.
Letter of Representations means the Blanket Issuer Letter of Representations from the Port
to DTC, as it may be amended from time to time, and any successor or substitute letter relating to
the operational procedures of the Securities Depository.
Maximum Rate means the maximum interest rate or rates as specified in the Mode
Agreement, but in no event exceeding the maximum interest rate permitted by applicable law.
Mode Agreement means an agreement entered into in connection with the issuance, sale
or remarketing of any Series of the Bonds setting forth the daily mode, weekly mode, commercial
paper mode, term mode, index floating mode, fixed mode or other mode or modes in which such
Series of Bonds will be sold or remarketed, establishing minimum and maximum rate(s), alternate
rate(s) and default rate(s), providing for conversion between modes, providing for optional and
mandatory tender for purchase on dates and at prices and additional provisions relating to
redemption, defaults and remedies, all as set forth in the Mode Agreement.
Notice Parties means the Port, the Remarketing Agent (if any), the Registrar, any Credit
Facility Issuer (if any), and the Liquidity Facility Issuer (if any).

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Owner means, with respect to a Bond, without distinction, the Beneficial Owner or the
Registered Owner.
Permitted Investments means any investment of Port funds permitted under State law, but
only to the extent that the same are acquired at Fair Market Value.
Projects means the capital projects listed in Exhibit A hereto.
Record Date means, except as otherwise set forth in the applicable Sale Document, for an
interest or principal payment date or for a maturity date, the 15th day of the calendar month next
preceding that date. With respect to redemption of a Bond prior to its maturity, "Record Date"
means the Registrar's close of business on the date on which the Registrar sends notice of the
redemption, except as otherwise set forth in the applicable Sale Document.
Redemption Date means the date fixed for redemption of Bonds subject to redemption in
any notice of redemption given in accordance with the terms hereof.
Registered Owner means the person named as the registered owner of a Bond on the Bond
Register. For so long as the Bonds are held by a Securities Depository or its nominee, such
Securities Depository shall be deemed to be the Registered Owner.
Registrar means, unless otherwise designated in the Sale Document or Mode Agreement,
the fiscal agent of the State, as the same may be designated by the State from time to time, for the
purposes of registering and authenticating the Bonds, maintaining the Bond Register, effecting the
transfer of ownership of the Bonds and paying principal of and premium, if any, and interest on
the Bonds.
Reimbursement Agreement means any agreement of that name between the Port and any
Credit Facility Issuer or Liquidity Facility Issuer, if any, with respect to the Bonds and any and all
modifications, alterations, and amendments and supplements thereto.

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Remarketing Agent means Goldman Sachs & Co. LLC, and any other or successor
remarketing agent, if any, appointed by the Port pursuant to a Remarketing Agreement.
Remarketing Agreement means any agreement of that name between the Port and a
Remarketing Agent.
Rule means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as amended from time to time.
Sale Document means the Bond Purchase Agreement or Direct Purchase Agreement, as
applicable, for a Series of Bonds.
Securities Depository means DTC, any successor thereto, any substitute securities
depository selected by the Port that is qualified under applicable laws and regulations to provide
the services proposed to be provided by it, or the nominee of any of the foregoing.
Series or Series of Bonds means a series of Bonds issued pursuant to this Series Resolution.
Taxable Bonds means the Bonds of any Series determined to be issued on a taxable basis
pursuant to Section 5.01 of this Series Resolution.
Tax-Advantaged Bonds means the Bonds of any Series determined to be issued on a taxadvantaged basis pursuant to Section 5.01 of this Series Resolution.
Tax-Exempt Bonds means the Bonds of any Series determined to be issued on a taxexempt basis pursuant to Section 5.01 of this Series Resolution.
Term Bonds mean those Bonds identified as such in the Sale Document, the principal of
which is amortized by a schedule of mandatory redemptions.
Underwriter means Goldman Sachs & Co. LLC, and any other or successor underwriter
appointed by the Designated Port Representative.

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Underwritten Bonds means Bonds, if any, sold pursuant to a Bond Purchase Agreement
pursuant to Section 5.01 of this Series Resolution.
Section 1.02. Interpretation. In this Series Resolution, unless the context otherwise
requires:
(a)

The terms "hereby," "hereof," "hereto," "herein, "hereunder" and any similar

terms, as used in this Series Resolution, refer to this Series Resolution as a whole and not to any
particular article, section, subdivision or clause hereof, and the term "hereafter" shall mean after,
and the term "heretofore" shall mean before, the date of this Series Resolution;
(b)

Words importing persons shall include firms, associations, partnerships (including

limited partnerships), trusts, corporations, limited liability companies and other legal entities,
including public bodies, as well as natural persons;
(c)

Any headings preceding the text of the several articles and sections of this Series

Resolution, and any table of contents or marginal notes appended to copies hereof, shall be solely
for convenience of reference and shall not constitute a part of this Series Resolution, nor shall they
affect its meaning, construction or effect;
(d)

All references herein to "articles," "sections" and other subdivisions or clauses are

to the corresponding articles, sections, subdivisions or clauses hereof; and
(e)

Whenever any consent or direction is required to be given by the Port, such consent

or direction shall be deemed given when given by the Designated Port Representative or their
designee, respectively, and all references herein to the Designated Port Representative shall be
deemed to include references to their designee, as the case may be.

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ARTICLE II.
ISSUANCE, CONDITIONS AND TERMS OF BONDS
Section 2.01. Plan of Finance; Parity Conditions Met.
(a)

Plan of Finance. The Port intends to undertake improvements to its facilities at the

locations described on Exhibit A (the "Projects") attached hereto and incorporated by this
reference herein. A portion of the costs of the Projects are expected to be paid, refinanced or
reimbursed with the proceeds of the Bonds
(b)

Parity Conditions. On or prior to the Closing Date, the Port shall confirm

compliance with the conditions set forth in Section 4(b) of the Subordinate Lien Master Resolution
for the issuance of the Bonds as Subordinate Lien Parity Bonds pursuant to this Series Resolution:
(1)

On the Closing Date, there shall not be then existing and continuing a

Default under the Subordinate Lien Master Resolution; provided, however, that Future
Subordinate Lien Parity Bonds may be issued for refunding purposes under Section 4(c) of the
Subordinate Lien Master Resolution if the Default will be cured as a result of the refunding.
(2)

On the Closing Date, the conditions set forth in Section 4(b)(3)(A) or (B)

shall have been satisfied.
The Bonds shall be obligations only of the Subordinate Lien Bond Fund created under the
Subordinate Lien Master Resolution and shall be payable and secured as Subordinate Lien Parity
Bonds as provided in the Subordinate Lien Master Resolution and this Series Resolution. The
Bonds do not constitute an indebtedness of the Port within the meaning of the constitutional
provisions and limitations of the State of Washington.

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Section 2.02. Authorization and Description of Bonds
(a)

Authorization. The Port shall issue the Bonds for the purpose of financing or

refinancing costs of the Project (including without limitation paying commercial paper issued to
finance such costs) and paying costs of issuance of the Bonds. The aggregate principal amount of
the Bonds to be issued under this Series Resolution shall not exceed $400,000,000.
(b)

Description. Except as otherwise provided in a Sale Document, each Series of the

Bonds shall be designated "Port of Seattle Subordinate Lien Revenue Bonds," with an applicable
year and Series designation. The Bonds shall be fully registered as to both principal and interest;
shall be numbered separately in such manner and with any additional designation as the Registrar
deems necessary for purposes of identification; and shall be in the denominations, dated the date
and mature on the dates, in the years and in the amounts established as provided in Section 5.01
of this Series Resolution.
Except as otherwise provided in a Sale Document or Mode Agreement, each Series of
Bonds shall bear interest, computed on the basis of a 360-day year of twelve 30-day months, from
their dated date or from the most recent interest payment date to which interest has been paid or
duly provided for, whichever is later, payable on interest payment dates and at the rate or rates
established as provided in Section 5.01 of this Series Resolution and set forth in the Sale Document
or Mode Agreement.
Section 2.03. Execution. The Bonds shall be executed on behalf of the Port by the
manual or facsimile signatures of the President and Secretary of the Commission, and the official
seal of the Port shall be reproduced thereon. The validity of any Bond so executed shall not be
affected by the fact that one or more of the officers whose signatures appear on such Bond have
ceased to hold office at the time of issuance or authentication or at any time thereafter.

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Section 2.04. Authentication. No Bonds 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, Transfer and Exchange. Except as specified in the Sale
Document, the provisions of this Section 2.05 shall apply to all Bonds issued pursuant to this Series
Resolution.
(a)

Registrar/Bond Register. The Bonds shall be issued only in registered form as to

both principal and interest. The Port hereby appoints the fiscal agency of the State of Washington
as the Registrar for the Bonds. The Port shall cause a bond register to be maintained by the
Registrar. So long as any Bonds remain Outstanding, the Registrar shall make all necessary
provisions to permit the exchange or registration of transfer of Bonds at its principal corporate
trust office. The Registrar may be removed at any time at the option of the Treasurer of the Port
upon prior notice to other Notice Parties and a successor Registrar appointed by the Treasurer of
the Port. No resignation or 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 Facility, if any, and Liquidity Facility, if any, 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 Bonds transferred or exchanged in
accordance with the provisions of such Bonds and this Series Resolution and to carry out all of the
Registrar's powers and duties under this Series Resolution. The Registrar shall be responsible for
its representations contained in the Certificate of Authentication on the Bonds.

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The Registrar shall keep, or cause to be kept, at its principal corporate trust office, sufficient
books for the registration and transfer of the Bonds which shall at all times be open to inspection
by the Port (the "Bond Register").
(b)

Letter of Representations/Book-Entry System. To induce DTC to accept the Bonds

as eligible for deposit at DTC, the Port has executed and delivered the Letter of Representations.
The Bonds 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 Bonds in respect 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 redemption price of or interest on the Bonds, any notice which is permitted or
required to be given to Registered Owners under this Series Resolution (except such notices as
shall be required to be given by the Port to the Registrar or 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 Bonds
or any consent given or other action taken by DTC as the Registered Owner.
(d)

DTC as Registered Owner. Payment of any such Bond shall be made only as

described in this section, but the transfer of such ownership may be registered as herein provided.
All such payments made as described in this section shall be valid and shall satisfy and discharge
the liability of the Port upon such Bond to the extent of the amount or amounts so paid. Except as
specified in a Sale Document, the Port and the Registrar shall be entitled to treat the Securities
Depository (as Registered Owner) as the absolute owner of all Bonds for all purposes of this Series
Resolution and any applicable laws, notwithstanding any notice to the contrary received by the

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Registrar or the Port. Neither the Port nor the Registrar will have any responsibility or obligation
under this Series Resolution or the Bonds, legal or otherwise, to any other party including DTC or
its successor (or substitute Securities Depository or its successor), except to the Registered
Owners. Notwithstanding the foregoing, so long as the Credit Facility Issuer is not in default under
the Credit Facility, the Credit Facility Issuer shall be deemed to be the owner and holder of all
Bonds for the purpose of granting consents and exercising voting rights with respect thereto.
(e)

Use of DTC/Book-Entry System.
(1)

Bonds Registered in the Name Designated by DTC. The Bonds shall be

registered initially in the name of "CEDE & Co.," as nominee of DTC, (or such other name as may
be requested by an authorized representative of DTC) with one Bond maturing on the Maturity
Date in a denomination corresponding to the total principal therein designated to mature on such
date. Registered ownership of such immobilized Bonds, or any portions thereof, may not thereafter
be transferred except (A) to any successor of DTC or its nominee, provided that any such successor
shall be qualified under any applicable laws to provide the service proposed to be provided by it;
(B) to any substitute Securities Depository appointed by the Designated Port Representative
pursuant to subsection (2) below or such substitute Securities Depository's successor; or (C) to
any person as provided in paragraph (4) below.
(2)

Substitute Depository. Upon the resignation of DTC or its successor (or any

substitute Securities Depository or its successor) from its functions as Securities Depository or a
determination by the Designated Port Representative 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 Securities Depository or its successor), the Designated Port Representative may

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hereafter appoint a substitute Securities Depository. Any such substitute Securities Depository
shall be qualified under any applicable laws to provide the services proposed to be provided by it.
(3)

Issuance of New Bonds to Successor/Substitute Depository. In the case of

any transfer pursuant to clause (A) or (B) of paragraph (e)(1) above, the Registrar shall, upon
receipt of all Outstanding Bonds, together with a written request on behalf of the Designated Port
Representative, issue a single new Bond for each maturity of a Series of such Bonds then
Outstanding, registered in the name of such successor or such substitute Securities Depository, or
their nominees, as the case may be, all as specified in such written request of the Designated Port
Representative.
(4)

Termination of Book-Entry System.

In the event that (A) DTC or its

successor (or substitute Securities Depository or its successor) resigns from its functions as
Securities Depository, and no substitute Securities Depository can be obtained, or (B) to the extent
permitted by law, the Designated Port Representative determines that it is in the best interest of
the Beneficial Owners of the Bonds that they be able to obtain Bond certificates, the ownership of
Bonds may then be transferred to any person or entity as herein provided, and the Bonds shall no
longer be held in fully immobilized form. The Designated Port Representative shall deliver a
written request to the Registrar, together with a supply of definitive Bonds, to issue Bonds as herein
provided in any authorized denomination. Upon receipt of all then Outstanding Bonds by the
Registrar together with a written request on behalf of the Designated Port Representative to the
Registrar, new Bonds shall be issued in such authorized denominations and registered in the names
of such persons as are requested in such written request.
(f)

Transfer or Exchange of Registered Ownership; Change in Denominations. If the

Bonds are no longer held in immobilized, book-entry form, the transfer of ownership of any Bond

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may be registered and such Bonds may be exchanged, but no transfer of any Bond shall be valid
unless it is surrendered to the Registrar with the assignment form appearing on such Bond duly
executed by the Registered Owner or such Registered Owner's duly authorized agent in a manner
satisfactory to the Registrar. Upon such surrender, the Registrar shall cancel the surrendered Bond
and shall authenticate and deliver, without charge to the Registered Owner or transferee therefor,
a new Bond (or Bonds at the option of the new Registered Owner) of the same date, Series
designation, if any, maturity date and interest rate and for the same aggregate principal amount in
any authorized denomination, naming as Registered Owner the person or persons listed as the
assignee on the assignment form appearing on the surrendered Bond, in exchange for such
surrendered and canceled Bond. Any Bond may be surrendered to the Registrar and exchanged,
without charge, for an equal aggregate principal amount of Bonds of the same date, maturity date
and interest rate, in any authorized denomination. Other than in connection with an optional or
mandatory tender for purchase, the Registrar shall not be obligated to transfer or exchange any
Bond during the five-day period prior to the selection of Bonds for redemption or the maturity date
or following any mailing of notice of redemption. No charge shall be imposed upon Registered
Owners in connection with any transfer or exchange, except for taxes or governmental charges
related thereto.
(g)

Place and Medium of Payment. Principal of and premium, if any, and interest on

the Bonds are payable in lawful money of the United States of America. Principal of and premium,
if any, and interest on each Bond registered in the name of the Securities Depository are payable
in the manner set forth in the Letter of Representations. Unless otherwise specified in the Sale
Document, interest on each Bond not registered in the name of the Securities Depository is payable
by electronic transfer on the interest payment date, or by check or draft of the Registrar mailed on

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the interest payment date to the Registered Owner at the address appearing on the Bond Register
on the Record Date. The Port is not required to make electronic transfers except pursuant to a
request by a Registered Owner in writing received on or prior to the Record Date and at the sole
expense of the Registered Owner. Unless otherwise specified in the Sale Document, the principal
of and premium, if any, on each Bond not registered in the name of the Securities Depository are
payable upon presentation and surrender of the Bond by the Registered Owner to the Registrar at
maturity or upon prior redemption in full.
Section 2.06. Destroyed, Lost or Stolen Bonds. If any Bond is lost, stolen or destroyed,
the Port may execute and the Registrar may authenticate and deliver a new Bond or Bonds of like
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 Bond and of the ownership thereof, and (b) such additional security, indemnity or
evidence as may be required by the Designated Port Representative. No substitute Bond shall be
furnished unless the applicant shall reimburse the Port and the Registrar for their respective
expenses in the furnishing thereof. Any such substitute Bond so furnished shall be equally and
proportionately entitled to the security of this Series Resolution with all other Bonds issued
hereunder.
Section 2.07. Form of Bonds. The Bonds shall each be in substantially the form set forth
at Exhibit B, with appropriate or necessary insertions, depending upon the omissions and variations
as permitted or required hereby. If the Bonds are no longer held in fully-immobilized form, the
form of Bonds will be changed to reflect the changes required in connection with the preparation
of certificated Bonds.

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Section 2.08. 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
provide a series of payments which shall be sufficient together with any money initially deposited,
to provide for the payment of the principal of, premium, if any, and interest (if the rate of interest
is not fixed to the date of maturity, redemption or mandatory purchase, at the Maximum Rate) on
all or a designated portion of the Bonds when due (whether at maturity or upon earlier redemption
in accordance with their respective terms) or, if earlier, on the first date on which such Bonds must
or could be tendered for purchase 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 Bond Fund for the payment of the principal of,
interest or redemption premium on such Bonds, the Registered Owners thereof shall cease to be
entitled to any lien, benefit or security of this Series Resolution, except the right to receive payment
of the principal of, premium, if any, and interest on such Bonds 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 Bonds shall no longer be deemed to be
Outstanding hereunder.
The Port shall provide notice of defeasance of Bonds to Registered Owners of Bonds being
defeased to each Notice Party and to any other party entitled to receive notice, in accordance with
the Continuing Disclosure Certificate.

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ARTICLE III.
REDEMPTION OF BONDS
Section 3.01. Mandatory Redemption. The Port shall redeem any Term Bonds, if not
redeemed under the optional redemption provisions set forth in the Sale Document or purchased
under the provisions set forth herein, randomly, or in such other manner as set forth in the Sale
Document or as the Registrar shall determine, at par plus accrued interest on the dates and in the
years and principal amounts set forth in the Sale Document.
If the Port redeems Term Bonds under the optional redemption provisions set forth in the
Sale Document or purchases for cancellation or defeases Term Bonds, the Term Bonds so
redeemed, purchased or defeased, irrespective of their redemption or purchase prices, shall, unless
otherwise provided in the Sale Document, be credited against one or more scheduled mandatory
redemption amounts for those Term Bonds as determined by the Port.
Section 3.02. Optional Redemption. All or some of the Bonds of a Series may be subject
to redemption prior to their stated maturity dates at the option of the Port at the times and on the
terms set forth in the Sale Document.
Section 3.03. Selection of Bonds for Redemption.

Whenever fewer than all the

Outstanding Bonds are to be redeemed, the Bonds to be redeemed shall be selected in accordance
with the operational arrangements of DTC referred to in the Letter of Representations. In the event
the Bonds are no longer in book-entry only form, the Registrar shall select all other Bonds to be
redeemed randomly, or in such other manner set forth in the Sale Document or as the Registrar
shall determine. In no event shall any Bond be Outstanding in a principal amount that is not an
authorized denomination.

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Section 3.04. Notice of Redemption. For so long as the book entry-system is in effect,
notice of redemption shall be provided in accordance with the operational arrangements of DTC
referred to in the Letter of Representations and, except as provided in an applicable Continuing
Disclosure Certificate, no additional published or other prior notice shall be required of the Port;
provided, however, that the Credit Facility Issuer, if any, or Liquidity Facility Issuer, if any, shall
also be given prior written notice of any proposed redemption of Bonds. In any event, notice of
redemption shall be given by the Port to the Registrar who shall give notice to DTC at least 20
days prior to the proposed date of redemption, except as otherwise set forth in the Sale Document.
Any optional redemption notice may be conditional and may permit rescission of the redemption
notice prior to the proposed date of redemption.
Section 3.05. Effect of Redemption. If notice of redemption has been duly given and, in
the case of an optional redemption, if money for the payment of the redemption price of the Bonds
or portions thereof to be redeemed is held by the Registrar and if the notice of redemption has not
been rescinded, then on the Redemption Date the Bonds or portions thereof so called for
redemption shall become payable at the redemption price specified in such notice; and from and
after the Redemption Date, interest thereon or on portions thereof so called for redemption shall
cease to accrue, such Bonds or portions thereof shall cease to be Outstanding and to be entitled to
any benefit, protection or security hereunder and the Owners of such Bonds or portions thereof
shall have no rights in respect thereof except to receive payment of the redemption price upon
delivery of such Bonds to the Registrar.
Section 3.06. Purchase of Bonds by Port. The Port reserves the right to purchase any of
the Bonds offered to it by a Beneficial Owner or the Registered Owner at any time at any price
acceptable to the Port. All Bonds so purchased will be retired.

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ARTICLE IV.
USE OF PROCEEDS
Section 4.01. Use of Moneys in Subordinate Lien Bond Fund.

Money in the

Subordinate Lien Bond Fund shall be used solely for the payment of the principal of, premium, if
any, and interest on, the Bonds (including Bank Bonds) as the same shall become due and payable
at maturity, upon redemption or otherwise, and the lien of the Owners of Bonds on such moneys
on deposit in the Subordinate Lien Bond Fund (other than moneys in a Purchase Account as
provided in the Mode Agreement) shall be first and prior to the lien of any other person thereon.
Section 4.02. Enforcement of Rights. The Registered Owner of each of the Bonds or a
trustee for the Registered Owners of any of the Bonds may by mandamus or other appropriate
proceeding require the transfer and payment of money as directed in the Subordinate Lien Master
Resolution and this Series Resolution.
Section 4.03. Use of Bond Proceeds. The proceeds of the Bonds (exclusive of any
Underwriters' discount and any amounts that may be designated by the Designated Port
Representative in a closing certificate to be allocated to pay costs of issuance) shall be applied as
follows:
(1)

An amount, if any, specified by the Designated Port Representative shall be

deposited into one or more capitalized interest accounts (hereinafter authorized to be created);
(2)

An amount specified by the Designated Port Representative shall be

deposited into one or more capital project accounts and, together with other available moneys, to
pay costs of the Projects, and/or applied to pay maturing commercial paper as directed by the
Designated Port Representative.

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If interest on the Bonds is to be capitalized, the Treasurer of the Port is hereby authorized
and directed to create one or more capitalized interest accounts for the purpose of holding certain
Bond proceeds and interest earnings thereon to be used and disbursed to pay interest on the Bonds
through the date or dates specified by the Designated Port Representative.
The Treasurer shall invest the net proceeds of the Project Bonds in such Permitted
Investments and that will mature prior to the date on which such money shall be needed. Earnings
on such investments, except as may be required to pay rebatable arbitrage pursuant to the Federal
Tax Certificate, may be used for Port purposes or transferred to the Subordinate Lien Bond Fund
for the uses and purposes therein provided.
Section 4.04. Tax Covenants. The Port will take all actions necessary to assure the taxadvantaged status of the Tax-Advantaged Bonds, or the exclusion of interest on the Tax-Exempt
Bonds from the gross income of the owners of the Tax-Exempt Bonds to the same extent as such
interest is permitted to be excluded from gross income under the Code as in effect on the date of
issuance of the Tax-Advantaged Bonds or Tax-Exempt Bonds, as applicable and as set forth in the
Federal Tax Certificate, including but not limited to the following to the extent applicable:
(a)

Federal Guarantee Prohibition. The Port will not take any action or permit or suffer

any action to be taken if the result of such action would be to cause any of the Tax-Exempt Bonds
to be "federally guaranteed" within the meaning of Section 149(b) of the Code.
(b)

Rebate Requirement. The Port will take any and all actions necessary to assure

compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings,
if any, to the federal government, to the extent that such section is applicable to the Tax-Exempt
Bonds.

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(c)

No Arbitrage. The Port will not take, or permit or suffer to be taken, any action with

respect to the proceeds of the Tax-Exempt Bonds which, if such action had been reasonably
expected to have been taken, or had been deliberately and intentionally taken, on the date of
issuance of the Tax-Exempt Bonds would have caused the Tax-Exempt Bonds to be "arbitrage
bonds" within the meaning of Section 148 of the Code.
(d)

Registration Covenant.

The Port will maintain a system for recording the

ownership of each Tax-Exempt Bond that complies with the provisions of Section 149 of the Code
until all Tax-Exempt Bonds have been surrendered and canceled.
(e)

Record Retention. The Port will retain its records of all accounting and monitoring

it carries out with respect to the Tax-Exempt Bonds for at least three years after the Tax-Exempt
Bonds mature or are redeemed (whichever is earlier); however, if the Tax-Exempt Bonds are
redeemed and refunded, the Port will retain its records of accounting and monitoring at least three
years after the earlier of the maturity or redemption of the obligations that refunded the TaxExempt Bonds.
(f)

Compliance with Tax Certificate. The Port will comply with the provisions of the

Tax Certificate with respect to the Tax-Exempt Bonds and Tax-Advantaged Bonds, which are
incorporated herein as if fully set forth herein. In the event of any conflict between this Section
and the Tax Certificate, the provisions of the Tax Certificate will prevail.
(g)

Governmental Bonds. All or a portion of the Tax-Exempt Bonds may be issued as

"Governmental Bonds" subject to the private use restrictions of Section 141 of the Code. The Port
makes the following covenants with respect to the Governmental Bonds.

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(1)

The Port will assure that the Governmental Bond proceeds are not so used

as to cause the Governmental Bonds to satisfy the private business tests of Section 141(b) of the
Code or the private loan financing test of Section 141(c) of the Code.
(2)

The Port will not sell or otherwise transfer or dispose of (i) any personal

property components of the Project other than in the ordinary course of an established government
program under Treasury Regulation § 1.141-2(d)(4) or (ii) any real property components of the
Project, unless it has received an opinion of nationally recognized bond counsel to the effect that
such disposition will not adversely affect the treatment of interest on the Tax-Exempt Bonds as
excludable from gross income for federal income tax purposes.
(h)

Exempt Facility Bonds. All or a portion of the Tax-Exempt Bonds may be issued

as "Exempt Facility Bonds" or "AMT Bonds" meeting the requirements of Section 142 of the
Code. The Port makes the following covenants with respect to the AMT Bonds.
(1)

At least 95% of the net proceeds of the AMT Bonds will be expended to

pay capital expenditures of an airport, dock or wharf owned by a governmental unit, including
storage and training facilities and certain functionally related and subordinate facilities, all within
the meaning of Section 142 of the Code.
(2)

No net proceeds of the AMT Bonds will be used to finance the acquisition

of any property (or an interest therein) unless (1) the first use of such property was pursuant to
such acquisition or (2) the applicable rehabilitation exception contained in Section 147(d)(2) of
the Code with respect to such property was met.
(3)

Less than 25% of the net proceeds of the AMT Bonds will be used to

refinance the acquisition of land unless such land was acquired for use or future use as an airport,

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dock or wharf, and there is no other significant use of the land, pursuant to Section 147(c)(3) of
the Code.
(4)

No portion of the AMT Bond proceeds will be used to refinance any of the

following: an airplane, a skybox or other private luxury box, a health club facility, a facility
primarily used for gambling or a store the principal business of which is the sale of alcoholic
beverages for consumption off premises.
(5)

Not more than 2% of the AMT Bond proceeds will be used to pay costs of

issuance.
Certain covenants of this section will survive payment in full or defeasance of the TaxExempt Bonds.
ARTICLE V.
SALE AND REMARKETING OF BONDS
Section 5.01. Sale of Bonds.
(a)

Sale Method.

The Designated Port Representative is hereby authorized to

determine the method of sale of the Bonds of any Series, and to select one or more Underwriters
or Direct Purchasers. Underwritten Bonds shall be sold by negotiated sale to the Underwriter,
under the terms and conditions thereof as provided in the Bond Purchase Agreement and in this
Series Resolution. Direct Purchase Bonds shall be sold to the Direct Purchaser, under the terms
and conditions thereof as provided in the Direct Purchase Agreement and in this Series Resolution.
(b)

Determinations. The Sale Document for each Series of the Bonds will specify

whether the Bonds of such Series are being issued and sold as Tax-Advantaged Bonds, TaxExempt Bonds or Taxable Bonds, and whether any Series of Bonds are designated as "green
bonds," social impact bonds, sustainability bonds or otherwise, and will also identify any Term

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Bonds and the year and any applicable Series designation, date, principal amounts and maturity
dates, interest rates (or method of establishing interest rates), interest payment dates, redemption,
bond insurance provisions and/or purchase provisions and delivery date for such Series of Bonds.
The Designated Port Representative is hereby further authorized to determine that any
Series of the Bonds will be issued with interest to be borne in a daily mode, weekly mode,
commercial paper mode, term mode, index floating mode, fixed mode or other mode, subject to
minimum rate(s), maximum rate(s), alternate rate(s) and default rate(s), conversion between
modes, optional and mandatory tender for purchase on dates and at prices and additional provisions
relating to defaults and remedies, all as set forth in the Mode Agreement.
(c)

Procedure for Sale and Remarketing of Bonds. In connection with the sale,

remarketing, reissuance or any mode conversion of any Series of the Bonds, the Designated Port
Representative is authorized, in their discretion, without further action by the Commission, as
necessary and desirable to effect such sale, remarketing, reissuance or conversion, as applicable:
(1)

to issue requests for proposals for purchasers, Remarketing Agents, tender

agents, paying agents, calculation agents, commercial paper dealers, Credit Facility Issuers, or
Liquidity Facility Issuers, and to execute and deliver agreements based on responses received to
such requests, including: the Mode Agreement and amendments to, extensions, replacements and
terminations thereof, any continuing covenant or purchase agreements, commercial paper dealer
agreements, Remarketing Agent Agreements, tender agent agreements, paying agent agreements,
calculation agent agreements, Credit Facilities and amendments to, extensions, replacements and
terminations thereof, Liquidity Facilities and amendments to, extensions, replacements and
terminations thereof, reimbursement agreements, and other agreements evidencing the Port's

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obligations under any such agreements and any certifications or documentation in connection
therewith;
(2)

to appoint or replace the Registrar or Securities Depository;

(3)

to cause the interest rate mode of any Series of the Bonds to be established

or converted in accordance with the Mode Agreement, or amendments to the Mode Agreement;
(4)

to establish such funds and accounts as are necessary and desirable in

connection with the sale, remarketing, reissuance or any mode conversion of any Series of the
Bonds following the initial issuance of such Series of Bonds; and
(5)

to negotiate and approve terms for the purchase and/or exchange of Bonds

tendered pursuant to any offer and enter into dealer manager agreements and other related
agreements.
(d)

Sale Parameters. The Executive Director is hereby authorized to approve the

issuance and sale of any Series of the Bonds upon the Executive Director's approval of the final
interest rates (or method of establishing interest rates), maturity dates, aggregate principal
amounts, principal maturities and redemption rights for the Series of the Bonds in accordance with
the authority granted by this section so long as:
(1)

The aggregate principal amount for all Series of Bonds does not exceed

(2)

The final maturity date for the Series of Bonds to be issued is not later than

$400,000,000;

40 years after its date of issuance;
(3)

The Series of the Bonds to be issued are sold, in the aggregate, at a price

not less than 95 percent;
(4)

No Bond will bear interest at a rate higher than the Maximum Rate;

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(5)

The initial interest rate and manner of determining the interest rate from

time to time for setting variable rates for any Series of Bonds to be issued in the daily mode, weekly
mode, commercial paper mode, term mode, index floating mode, fixed mode or other mode shall
be set forth in the Mode Agreement; and
(6)
(e)

The Series of Bonds conforms to all other terms of this Series Resolution.

Authority to Execute Sale Documents. Subject to the terms and conditions set forth

in this Section 5.01, the Designated Port Representative is hereby authorized to execute each Sale
Document to be dated the date of sale of the applicable Series of Bonds. The signature of the
Designated Port Representative shall be sufficient to bind the Port.
The authority granted to the Designated Port Representative by this subsection (e) to
execute Sale Documents shall expire on July 14, 2027 (the "Expiration Date"); provided, that the
authority granted to the Designated Port Representative to remarket any Series of Bonds authorized
hereunder, to issue commercial paper notes pursuant to a Mode Agreement from time to time, and
to enter into, amend, extend or replace Mode Agreements, Credit Facilities, Liquidity Facilities,
and related documents will remain in full force and effect notwithstanding such Expiration Date;
and provided further that an amendment to a Sale Document may be executed, and performance
pursuant to any Sale Document may be completed, at any time.
If a Sale Document for a Series of the Bonds has not been executed by the Expiration Date,
the authorization for the issuance of the Bonds shall be rescinded and the Bonds shall not be issued
nor their sale approved unless such Bonds shall have been reauthorized by resolution of the
Commission. The resolution reauthorizing the issuance and sale of such Bonds may be in the form
of a new resolution repealing this resolution in whole or in part or may be in the form of an

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amendatory resolution approving a bond purchase agreement or direct purchase agreement or
establishing terms and conditions for the authority delegated under this section.
Section 5.02. Approval of Official Statement. The Port hereby authorizes and directs
the Designated Port Representative: (a) to review and approve the information contained in one or
more preliminary official statements or reoffering memoranda (each, a "Preliminary Official
Statement") prepared in connection with the sale or subsequent remarketing of any Series of the
Bonds; and (b) for the sole purpose of compliance by the purchasers of such Series of Bonds with
subsection (b)(1) of the Rule, to "deem final" the related Preliminary Official Statement as of its
date, except for such omissions as are permitted under the Rule. After each Preliminary Official
Statement has been reviewed and approved in accordance with the provisions of this section, the
Port hereby authorizes the distribution of such Preliminary Official Statement to prospective
purchasers of such related series of Series of Bonds.
Following the sale or remarketing of each Series of the Bonds, the Designated Port
Representative is hereby authorized to review and approve on behalf of the Port a final official
statement or reoffering memoranda with respect to such Series of Bonds. The Port agrees to
cooperate with the purchaser of each Series of Bonds to deliver or cause to be delivered, within
seven business days from the date of the Sale Document, or within such other period as may be
required by applicable law, and in sufficient time to accompany any confirmation that requests
payment from any customer of the purchaser, copies of a final official statement pertaining to such
Series of Bonds in sufficient quantity to comply with subsection (b)(4) of the Rule and the rules
of the Municipal Securities Rulemaking Board.

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Section 5.03. Undertaking to Provide Ongoing Disclosure.

The Designated Port

Representative is authorized to execute and deliver a Continuing Disclosure Certificate with
respect to each Series of Bonds, as required by subsection (b)(5) of the Rule.
Section 5.04. General Authorization. The proper Port officials are authorized and
directed to do everything necessary for the prompt sale, issuance, execution and delivery, and
remarketing of the Bonds, and for the proper use and application of the proceeds of the sale and
remarketing thereof.
ARTICLE VI.
MISCELLANEOUS
Section 6.01. Contract; Severability. The covenants in this Series Resolution shall
constitute a contract for the benefit of the Registered Owners, and the Registered Owners shall be
entitled to enforce the provisions hereof in accordance with its terms. If any one or more of the
covenants or agreements provided in this Series Resolution to be performed on the part of the Port
shall be declared by any court of competent jurisdiction and final appeal (if any 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 Series
Resolution and shall in no way affect the validity of the other provisions of this Series Resolution
or of the Bonds.
Section 6.02. Notices to Rating Agencies. The Port shall give immediate notice to each
Rating Agency then maintaining a rating on the Bonds in the event:
(a)

The Remarketing Agent or the Registrar resigns or is replaced;

(b)

This resolution is amended or supplemented;

(c)

An alternate Credit Facility or Liquidity Facility is provided;

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(d)

Bonds are changed from one mode to another mode (specifying the length of the

new interest period(s));
(e)

There has been a redemption or defeasance of the Bonds;

(f)

The Remarketing Agreement, the Reimbursement Agreement or the Credit Facility

or Liquidity Facility is amended, supplemented, extended, terminated or expired or replaced.
Section 6.03. Immediate Effect. This resolution shall take effect immediately upon its
adoption.
ADOPTED by the Port Commission of the Port of Seattle at a meeting thereof, held this
_____ day of ________, 2026, and duly authenticated in open session by the signatures of the
commissioners voting in favor thereof.
PORT OF SEATTLE, WASHINGTON

Commissioners

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EXHIBIT A:
Projects
Runway, apron and safety areas construction, repairs and improvements; airfield infrastructure
construction, repairs and upgrades; noise mitigation; property acquisition, Airport Terminal and
parking garage construction, modification, repairs, improvements including equipment
acquisition; roadway and ground transportation improvements; airport support systems and
services improvements; planning work relating to future facilities on or near the Airport; property
acquisitions for Airport expansion adjacent or near to the Airport and other airport improvements
that are functionally related to the airfield, air terminal and Airport property improvements
described above at Seattle-Tacoma International Airport, 17801 Pacific Highway South, SeaTac,
WA 98158, which is owned and operated by the Port.

EXHIBIT B: Form of Bond
No. R-_____

$___________
UNITED STATES OF AMERICA
PORT OF SEATTLE
SUBORDINATE LIEN REVENUE BOND
SERIES 2026

MATURITY DATE
REGISTERED OWNER:

ISSUE DATE

CUSIP

CEDE & CO.

PRINCIPAL AMOUNT:
The Port of Seattle (the "Port") hereby acknowledges itself to owe and for value received
promises to pay to the Registered Owner identified above, or registered assigns, on the Maturity
Date identified above, the Principal Amount specified above and to pay interest thereon from the
date of this bond, or the most recent date to which interest has been paid or duly provided for, until
payment of this bond, at the interest rate specified in the Bond Legislation, payable on each interest
payment date.
Both principal of and interest on this bond are payable in lawful money of the United States
of America. Interest on this bond is payable by electronic transfer on the interest payment date, or
by check or draft of the Registrar mailed on such interest payment date to the Registered Owner
at the address appearing on the Bond Register on the Record Date. The Port is not required to
make electronic transfers except pursuant to a request by a Registered Owner in writing received
on or prior to the Record Date and at the sole expense of the Registered Owner. Principal of and
premium, if any, on this bond are payable upon presentation and surrender of the Bond by the
Registered Owner to the Registrar at maturity or upon prior redemption in full. Both principal of
and interest on this bond shall be paid as provided in the Blanket Issuer Letter of Representations
from the Port to The Depository Trust Company.
This bond is one of an authorized issue of bonds in the aggregate principal amount of
$__________ (the "Bonds"), and is issued to provide funds to finance or refinance capital
improvements to Port facilities and to pay the costs of issuing the Bonds.
The Bonds are issued under and in accordance with the provisions of the Constitution and
applicable statutes of the State of Washington (the "State"), and applicable resolutions duly
adopted by the Port, including Resolutions ___and ___ (together with the [Sale Document],
the "Bond Legislation"). Capitalized terms used in this bond and not defined herein have the
meanings given such terms in the Bond Legislation.
-2-

The Bonds are subject to redemption as provided for in the Bond Legislation.
The Port does hereby pledge and bind itself to set aside from such Gross Revenue, and to
pay into the Subordinate Lien Bond Fund the various amounts required by the Bond Legislation
to be paid into and maintained in such Fund, all within the times provided by the Bond Legislation.
The amounts so pledged to be paid out of Gross Revenue into the Subordinate Lien Bond
Fund are hereby declared to be a first and prior lien and charge upon the Gross Revenue, subject
to the liens thereon of any 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 Parity Bonds, and any
revenue bonds of the Port hereafter issued on a parity with such bonds and the Bonds of this issue.
The Port has further bound itself to maintain 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
Bonds of this issue are outstanding that it will make available, for the payment of the principal
thereof and interest thereon as the same shall become due, Net Revenues in an amount equal to or
greater than the Subordinate Lien Rate Covenant.
The Bonds of this issue are private activity bonds and are not "qualified tax exempt
obligations" eligible for investment by financial institutions within the meaning of Section 265(b)
of the Internal Revenue Code of 1986, as amended.
Except as otherwise provided in the Bond Legislation, this bond shall not be entitled to any
right or benefit under the Bond Legislation, or be valid or become obligatory for any purpose, until
this bond 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 bond and the Bonds
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 bond and the Bonds 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 Bond Legislation 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 bond and the Bonds of
this issue and that the issuance of this bond and the Bonds of this issue does not contravene or
violate any constitutional or statutory limitation.

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IN WITNESS WHEREOF, the Port of Seattle has caused this bond to be executed 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.
PORT OF SEATTLE
(SEAL)

By

President, Port Commission

ATTEST:
By ______________________________
Secretary, Port Commission
The Certificate of Authentication for the Bonds shall be in substantially the following form
and shall appear on each Bond:
AUTHENTICATION CERTIFICATE
This bond is one of the Port of Seattle Subordinate Lien Revenue Bonds, Series 2026
described in the within-mentioned Bond Resolution.
WASHINGTON STATE FISCAL
AGENCY, as Registrar
By
Date of Authentication:

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Authorized Signatory

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 ____ (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 ________, 2026, 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 ________, 2026.

Secretary

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