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[Project Vote; Anaheim, Burbank, <br />Colton, Glendale and Pasadena] <br />RESOLUTION NO. 2009-115 <br />A RESOLUTION AUTHORIZING THE AMENDMENT OF CERTAIN AGREEMENTS <br />RELATING TO THE SOUTHERN CALIFORNIA PUBLIC POWER AUTHORITY GAS <br />PROJECT REVENUE BONDS (PROJECT NO. 1), SERIES 2007A AND SERIES 200713 <br />AND THE SALE OF NATURAL GAS TO CERTAIN MEMBERS OF SCPPA AND <br />DELEGATING AUTHORITY TO OFFICERS IN CONNECTION THEREWITH <br />WHEREAS, the Southern California Public Power Authority ("SCPPA"), 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 I of the California Government Code, <br />for the purpose, among others, of acquiring natural gas for the benefit of the members thereof; <br />WHEREAS, SCPPA has issued its Gas Project Revenue Bonds (Project No. 1), <br />Series 2007A and Series 2007B (the "Series 2007B Bonds"), pursuant to the Trust Indenture, <br />dated as of October 1, 2007 (the "Indenture"), between SCPPA and U.S. Bank National <br />Association, as trustee (the "Trustee"), for the purpose of paying the costs of acquisition of <br />natural gas pursuant to Prepaid Natural Gas Sales Agreements, each date October 3, 2007 (the <br />"Gas Purchase Agreements"), between SCPPA and J. Aron & Company (the "Gas Supplier"); <br />WHEREAS, SCPPA has entered into Prepaid Natural Gas Program Gas Supply <br />Agreements, each dated October 3, 2007 (the "Gas Supply Contracts"), with the Cities of <br />Anaheim, Burbank, Colton, Glendale and Pasadena (collectively, the "Project Participants"), for <br />the purpose of selling the natural gas acquired by SCPPA under the Gas Purchase Agreements to <br />the Project Participants; <br />WHEREAS, Goldman Sachs & Co. owns and has proposed to transfer to or for the <br />account of SCPPA for surrender and cancellation a portion of the Series 2007B Bonds in <br />exchange for SCPPA's agreement with the Gas Supplier to reduce required gas deliveries under <br />the Gas Purchase Agreements; <br />WHEREAS, corresponding reductions in required gas deliveries to the Project <br />Participants would be made under the Gas Supply Contracts, and such reductions are acceptable <br />to the Project Participants; <br />WHEREAS, SCPPA has determined that the transaction is in the best interest of SCPPA_ <br />and <br />WHEREAS, by implementing the transaction, the Project Participants will receive <br />substantial consideration and will reduce the risks associated with the commodity swap provider <br />(i.e., AIG -PF Broadgate Limited) involved in the existing arrangement; <br />50236205A <br />