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[Project Vote] <br />RESOLUTION NO. 2009-93 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF THE SOUTHERN <br />CALIFORNIA PUBLIC POWER AUTHORITY (I) AUTHORIZING THE <br />EXECUTION AND DELIVERY OF INTEREST RATE SWAP AGREEMENTS <br />RELATING TO THE MAGNOLIA POWER PROJECT AND <br />(II) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL <br />OTHER THINGS DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, the Finance Committee of the Southern California Public Power Authority <br />(the "Authority"), at a meeting held on August 3, 2009, determined that it is in the best interest <br />of the Authority to enter into one or more interest rate swap agreements relating to the Magnolia <br />Power Project; and <br />WHEREAS, the Authority desires to enter into such interest rate swap agreements with <br />the respective swap counterparties as described herein. <br />NOW THEREFORE BE IT RESOLVED by the Board of Directors of the Southern <br />California Public Power Authority as follows: <br />1. Each of the President and Vice President of the Authority is hereby authorized <br />and directed to execute and deliver an International Swaps and Derivatives Association, Inc. <br />Master Agreement and the related Schedule, Credit Support Annex and Confirmation, each <br />between the Authority and Barclays Bank PLC, meeting the requirements described in the <br />Authority's Indenture of Trust, dated as of March 1, 2003, as supplemented and amended, <br />between the Authority and U.S. Bank National Association (the "Indenture"), in substantially the <br />form on file with the Authority. Such Master Agreement, Schedule, Credit Support Annex and <br />Confirmation are hereinafter referred to collectively as the `Barclays Swap Agreement." The <br />Barclays Swap Agreement is hereby made a part of this Resolution as though set forth in full <br />herein and the same is hereby approved (subject to Section 3 below). <br />2. Each of the President and Vice President of the Authority is hereby authorized <br />and directed to execute and deliver an International Swaps and Derivatives Association, Inc. <br />Master Agreement and the related Schedule, Credit Support Annex and Confirmation, each <br />between the Authority and Royal Bank of Canada (or an affiliate thereof), meeting the <br />requirements described in the Indenture, in substantially the form of the Barclays Swap <br />Agreement referenced in Section 1 above. Such Master Agreement, Schedule, Credit Support <br />Annex and Confirmation, together with the Barclays Swap Agreement, are hereinafter referred to <br />collectively as the "Swap Agreements." <br />3. Notwithstanding Section 1 and Section 2 above, the Authority's Finance <br />Committee is authorized, after consultation with the President, Vice President or Executive <br />Director, (i) to select a counterparty or counterparties other than either or both of the <br />counterparties specified above, which other counterparty or counterparties, as applicable, shall be <br />Citibank, N.A. or Wells Fargo Bank, N.A. (or an affiliate thereof) or (ii) to proceed with only a <br />single counterparty from the counterparties specified in this Resolution. The notional amount of <br />the Swap Agreements shall not exceed in the aggregate $225,000,000, such notional amount to <br />be determined by the Authority's Finance Committee after consultation with the President, Vice <br />