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[Project Vote] <br />RESOLUTION NO. 2009-53 <br />RESOLUTION RELATING TO THE PALO VERDE PROJECT: <br />(I) AUTHORIZING THE FINANCE COMMITTEE TO EFFECT A <br />TENDER OFFER OR THE DIRECT SALE OF DEFEASANCE <br />OBLIGATIONS RELATING TO THE AUTHORITY'S POWER <br />PROJECT REVENUE BONDS, 1997 SUBORDINATE REFUNDING <br />SERIES B (PALO VERDE PROJECT) (TAXABLE), (11) AUTHORIZING <br />THE PREPARATION OF ALL DOCUMENTS NECESSARY OR <br />APPROPRIATE IN CONNECTION THEREWITH AND (IH) AUTHORIZING <br />THE OFFICERS OF THE AUTHORITY TO DO ALL THINGS DEEMED <br />NECESSARY OR APPROPRIATE <br />WHEREAS, the Southern California Public Power Authority (the "Authority") has <br />heretofore issued $345,675,000 in aggregate principal amount of its Power Project Revenue <br />Bonds, 1997 Subordinate Refunding Series B (Palo Verde Project) (Taxable) (the "1997B <br />Bonds"); <br />WHEREAS, on July 1, 2004, the Authority defeased the 1997B Bonds by funding an <br />escrow fund with certain federal securities (the "Defeasance Obligations"); <br />WHEREAS, the Authority's Board of Directors determined on February 19, 2009 that it <br />would be in the Authority's best interest to make a tender offer (the "Tender Offer") for the <br />1997B Bonds, to purchase and cancel the 1997B Bonds so tendered, to sell a portion of the <br />Defeasance Obligations corresponding to the 1997B Bonds tendered and purchased, and to retain <br />the difference between the proceeds received from such sale of Defeasance Obligations and the <br />cost of purchasing tendered Bonds and the related expenses of the Tender Offer; <br />WHEREAS, after payment of all costs and expenses of the Tender Offer, the Authority <br />received a net payment of approximately $4.6 million on April 3, 2009; <br />WHEREAS, most of the 1997B Bonds have not been purchased and cancelled by the <br />Authority and most of the Defeasance Obligations are still on deposit in the escrow fund; <br />WHEREAS, an opportunity may arise again for another tender offer for 1997B Bonds <br />(the "Subsequent Tender Offer") or for the sale of Defeasance Obligations and the purchase and <br />cancellation of 1997B Bonds without the need to conduct a tender offer (the "Direct Sale of <br />Defeasance Obligations"); <br />WHEREAS, if such an opportunity or opportunities arise, the Authority desires to move <br />quickly in order to take advantage of the favorable market conditions; and <br />WHEREAS, the Finance Committee of the Authority is familiar with the Tender Offer <br />recently completed and the procedure used to sell Defeasance Obligations to purchase and cancel <br />1997B Bonds. <br />