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[Project Vote: Anaheim, Burbank, <br />Colton, Glendale and Pasadena] <br />RESOLUTION NO. 2011-014 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF THE <br />SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY (I) <br />AUTHORIZING THE EXECUTION AND DELIVERY OF AN <br />ALTERNATIVE AGREEMENT IN REPLACEMENT OF THE <br />EXISTING INVESTMENT AGREEMENT DATED AS OF <br />OCTOBER 11, 2007, AND (II) AUTHORIZING THE OFFICERS <br />OF THE AUTHORITY TO DO ALL OTHER THINGS DEEMED <br />NECESSARY OR ADVISABLE (GAS PROJECT REVENUE <br />BONDS PROJECT NO. 1) <br />WHEREAS, on October 11, 2007 the Southern California Public Power Authority (the <br />"Authority") issued its Gas Project Revenue Bonds (Project No. 1) ("the Bonds"); and <br />WHEREAS, in connection with the issuance of the Bonds, the Authority's Trustee, U.S. <br />Bank National Association (the "Trustee"), and AIG Matched Funding Corp. ("AIGMFC") <br />entered into an Investment Agreement, dated as of October 11, 2007 (the "Investment <br />Agreement"), pursuant to which certain proceeds of the Bonds were invested; and <br />WHEREAS, the Investment Agreement was guaranteed by American International <br />Group, Inc. ("AIG"), which is the parent of AIGMFC; and <br />WHEREAS, AIG was recently downgraded below the level provided by the Investment <br />Agreement, requiring AIGMFC to take a remedial action required by Section 3.2 of the <br />Investment Agreement; and <br />WHEREAS, AIGMFC currently expects to assign the Investment Agreement to a party <br />which is acceptable under the documents relating to the Bonds (the "Replacement Agreement"); <br />and <br />WHEREAS, the President, Vice President or Executive Director of the Authority will <br />direct the Trustee, if so required by the Trustee, to enter into the Replacement Agreement; and <br />WHEREAS, in the event the Replacement Agreement, for any reason, is not executed <br />and delivered, then the Authority expects the Trustee to execute an investment agreement, a <br />repurchase agreement, a collateralized agreement, a non -collateralized agreement, a guaranteed <br />investment contract or other agreement acceptable under the documents relating to the Bonds <br />(the "Alternative Agreement"); <br />