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[Project Vote] <br />RESOLUTION NO. 2007-1 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTHERN <br />CALIFORNIA PUBLIC POWER AUTHORITY (I) AUTHORIZING THE <br />PREPARATION OF ALL DOCUMENTS NECESSARY OR <br />APPROPRIATE TO SELL AND ISSUE NATURAL GAS PROJECT <br />REVENUE BONDS, PROCEEDS OF WHICH WILL BE USED TO <br />REFUND ALL OR A PORTION OF THE NATURAL GAS PROJECT <br />REVENUE BONDS, DRAW DOWN SERIES 2005A (TAXABLE), AND <br />FOR SUCH OTHER PURPOSES AS THE FINANCE COMMITTEE <br />SHALL DETERMINE; (11) APPOINTING THE UNDERWRITER; AND <br />(111) AUTHORIZING OFFICERS OF THE AUTHORITY TO DO ALL <br />THINGS DEEMED NECESSARY OR APPROPRIATE <br />WHEREAS, the Finance Committee of the Southern California Public Power Authority <br />(the "Authority") at a meeting held on January 8, 2007 has determined that it is in the best <br />interest of the Authority (i) to proceed with preparing all documents necessary or appropriate to <br />sell and issue Natural Gas Project Revenue Bonds (the "Bonds"), proceeds of which will be used <br />to refund all or a portion of the Natural Gas Project Revenue Bonds, Draw Down Series 2005A <br />(Taxable), and for such other purposes as the Finance Committee shall determine (including, for <br />example, the financing of future drilling costs) and (ii) to appoint the underwriter for the Bonds; <br />and <br />WHEREAS, once prepared, drafts of the contracts proposed to be entered into by the <br />Authority in connection with such transactions will be presented for the Board's consideration. <br />NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Authority as <br />follows: <br />1. The Authority's staff and the Authority's team of financing professionals <br />(including the personnel at the Los Angeles Department of Water and Power who work on <br />Authority matters, the Authority's Co-Bond Counsel and the Authority's Financial Advisor) are <br />hereby authorized to prepare all documents necessary or appropriate for the financing of the <br />Bonds. <br />2. Merrill Lynch & Co. (as purchaser of the Natural Gas Project Revenue Bonds, <br />Draw Down Series 2005A (Taxable)) is hereby appointed the underwriter of the Bonds, with <br />such appointment being subject to the negotiation of fees or other compensation acceptable to the <br />Finance Committee of the Authority. <br />3. Each of the President, Vice President, Executive Director, Secretary and any <br />Assistant Secretary of the Authority, and any other officer of the Authority, is hereby authorized <br />and directed to do and cause to be done any and all acts and things necessary or appropriate for <br />carrying out the transactions contemplated by this Resolution.