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[Project Vote: Anaheim, Burbank, <br />Colton, Glendale and Pasadena] <br />RESOLUTION NO. 2013 - 062 <br />RESOLUTION RELATING TO GAS PROJECT REVENUE BONDS <br />(PROJECT NO. 1) SERIES 2007A AND 200713: (I) AUTHORIZING THE <br />EXECUTION AND DELIVERY OF (A) AN AMENDED AND RESTATED <br />TRUST INDENTURE, (B) AMENDED AND RESTATED PREPAID <br />NATURAL GAS SALES AGREEMENTS, (C) AN AMENDED AND <br />RESTATED RECEIVABLES PURCHASE AGREEMENT, (D) AN <br />AMENDMENT TO THE EXISTING INVESTMENT AGREEMENT, (E) A <br />NEW INVESTMENT AGREEMENT, (F) A NOVATION AND AMENDMENT <br />OF THE COMMODITY SWAP AGREEMENTS, (G) AN AGREEMENT WITH <br />A SOLICITATION AGENT, (H) AN AGREEMENT WITH AN <br />INFORMATION AND TABULATION AGENT, AND (1) A FEE AND <br />INDEMNIFICATION LETTER; (II) AUTHORIZING THE DELIVERY OF A <br />CONSENT SOLICITATION STATEMENT; AND (III) AUTHORIZING THE <br />OFFICERS AND THE EXECUTIVE DIRECTOR OF THE AUTHORITY TO <br />DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, the Southern California Public Power Authority (the "Authority"), is a joint <br />powers authority and public entity of the State of California duly organized and operating <br />pursuant to Article 1 of Chapter 5 of Division 7 of Title 1 of the California Government Code, <br />for the purpose, among others, of acquiring natural gas for the benefit of all or a portion of its <br />members; <br />WHEREAS, the Authority has issued its Gas Project Revenue Bonds (Project No. 1), <br />Series 2007A and Series 2007B (the "Series 2007 Bonds"), pursuant to a Trust Indenture, dated <br />as of October 1, 2007, and subsequently amended (the "Indenture"), between the Authority and <br />U.S. Bank National Association, as trustee (the "Trustee"), for the purpose of paying the costs of <br />acquisition of natural gas pursuant to five Prepaid Natural Gas Sales Agreements, each dated as <br />of October 3, 2007, and subsequently amended (the "Gas Sales Agreements"), between the <br />Authority and J. Aron & Company (the "Gas Supplier"); <br />WHEREAS, the Authority has entered into Prepaid Natural Gas Program Gas Supply <br />Agreements, each dated as of October 3, 2007, and subsequently amended (the "Gas Supply <br />Contracts"), with the Cities of Anaheim, Burbank, Colton, Glendale, and Pasadena (collectively, <br />the "Project Participants"), for the purpose of selling to the Project Participants the natural gas <br />acquired by the Authority under the Gas Sales Agreements; <br />WHEREAS, the Authority previously entered into a Receivables Purchase Agreement, <br />dated as of October 3, 2007, and subsequently amended (the "Receivables Purchase <br />Agreement"), among the Authority, the Gas Supplier, and the Trustee, for the purpose of selling <br />to the Gas Supplier the Authority's receivables from the Project Participants under their Gas <br />Supply Contracts upon the occurrence of certain events, including early termination; <br />