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[Project Vote; Anaheim, Burbank, <br />Colton, Glendale and Pasadena] <br />RESOLUTION NO. 2009-107 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTHERN <br />CALIFORNIA PUBLIC POWER AUTHORITY (1) AUTHORIZING THE <br />PREPARATION OF ALL DOCUMENTS NECESSARY OR <br />APPROPRIATE TO IMPLEMENT THE RESTRUCTURING OF THE <br />GAS PROJECT REVENUE BOND TRANSACTION ENTERED INTO IN <br />2007; AND (II) AUTHORIZING OFFICERS OF THE AUTHORITY TO <br />DO ALL THINGS DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, on October 11, 2007, the Southern California Public Power Authority (the <br />"Authority") issued $504,445,000 of Gas Project Revenue Bonds (the "Bonds") to prepay for <br />natural gas to be delivered over approximately 30 years; and <br />WHEREAS, the Authority entered into natural gas commodity price swap agreements <br />with AIG -PF Broadgate Limited (the "Commodity Swap Counterparty"); and <br />WHEREAS, U.S. Bank National Association, as trustee for the Bonds, has entered into <br />an Investment Agreement with AIG Matched Funding Corp. ("AIG Matched Funding") pursuant <br />to which moneys in the Working Capital Account and the Debt Service Account established <br />under the Indenture of Trust relating to the Bonds have been invested with AIG Matched <br />Funding; and <br />WHEREAS, the payment obligations of the Commodity Swap Counterparty is <br />guaranteed by the American International Group, Inc. ("AIG"); and <br />WHEREAS, in the event of a default by the Commodity Swap Counterparty, some of the <br />intended benefits of the gas prepaid transaction will not be realized by the Authority; and <br />WHEREAS, AIG and many of its affiliates have incurred substantial losses within the <br />last two years; end <br />WHEREAS, Goldman, Sachs & Co., the underwriter of the Bonds, has proposed a <br />restructuring of the Bond transaction (the "Proposal") that would, among other things, reduce the <br />amount of Bonds outstanding by approximately $165,450,000; and <br />WHEREAS, by implementing the Proposal, the Project Participants will receive <br />substantial consideration and will reduce the risks associated with the Commodity Swap <br />Counterparty, AIG Matched Funding and AIG; and <br />WHEREAS, the Finance Committee of the Authority has determined that it is in the best <br />interest of the Authority to proceed with preparing all documents necessary or appropriate to <br />implement the Proposal; and <br />