RBC Capital Markets. Bonds Dated: Date of Delivery Denomination: $5,000 Principal Due: as shown on the inside cover. Form: Book Entry Only

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1 NEW ISSUE BOOK ENTRY ONLY RATING: Moody s Aa3 In the opinion of Ballard Spahr LLP ("Special Tax Counsel"), interest on the Bonds is excludable from gross income for federal income tax purposes, assuming continuing compliance with the requirements of the federal tax laws. Interest on the Bonds is exempt from individual and corporate federal alternative minimum tax ("AMT") and is not included in adjusted current earnings for purposes of corporate AMT. In the opinion of Modrall, Sperling, Roehl, Harris & Sisk P.A., Bond Counsel, interest on the Bonds is excludable from net income of the owners thereof for State of New Mexico income tax purposes. See "TAX MATTERS" herein. $726,995,000 NEW MEXICO MUNICIPAL ENERGY ACQUISITION AUTHORITY GAS SUPPLY REVENUE REFUNDING BONDS, SERIES 2014 $175,000,000 Sub-series 2014A $551,995,000 Sub-series 2014B (Variable Rate) Bonds Dated: Date of Delivery Denomination: $5,000 Principal Due: as shown on the inside cover Form: Book Entry Only New Mexico Municipal Energy Acquisition Authority (the "Issuer") is issuing its Gas Supply Revenue Refunding Bonds, Series 2014, consisting of (i) $175,0000,000 Sub-series 2014A (the "2014A Bonds"), and (ii) $551,995,000 Sub-series 2014B (Variable Rate) (the "2014B Bonds" and, together with the 2014A Bonds, the "Bonds") pursuant to a Trust Indenture, dated as of August 1, 2014 (the "Indenture"), by and between the Issuer and Wells Fargo Bank, National Association, as trustee (the "Trustee"). The Bonds are being issued to refund all of the Issuer s outstanding Gas Supply Variable Rate Revenue Bonds, Series 2009 (the "2009 Bonds"), and pay costs of issuance of the Bonds. Proceeds of the Series 2009 Bonds were used to prepay the costs of the acquisition of a fixed quantity of natural gas to be delivered over approximately 30 years, commencing with the month of October 2009, under a Prepaid Natural Gas Purchase and Sale Agreement, dated as of October 1, 2009, as amended by the First Amendment to Prepaid Natural Gas Purchase and Sale Agreement, dated as of August 1, 2014 (the "Prepaid Gas Agreement"), by and between Royal Bank of Canada (the "Gas Supplier") and the Issuer. In connection with its acquisition of the Gas Supply, the Issuer entered into three separate Natural Gas Supply Agreements, each dated as of October 1, 2009, with the City of Farmington, New Mexico ("Farmington"), the City of Las Cruces, New Mexico ("Las Cruces") and the Incorporated County of Los Alamos, New Mexico ("Los Alamos" and, together with Farmington and Las Cruces, the "Gas Purchasers"), respectively, each as amended by the First Amendment to Natural Gas Supply Agreement, dated as of August 1, 2014 (individually, as amended, a "Supply Agreement" and collectively, the "Supply Agreements"), providing for the sale of the Gas Supply by the Issuer to the Gas Purchasers. The gas acquired by the Gas Purchasers is being sold to the residential, commercial and industrial customers of their natural gas systems or, in the case of Farmington, to generate electricity for sale to the residential, commercial and industrial customers of its electric utility system. Pursuant to the Prepaid Gas Agreement, the Gas Supplier is obligated to deliver specified daily quantities of gas to the Issuer, make certain payments for any gas not delivered, remarket gas not taken by the Gas Purchasers and pay certain liquidated damages upon any early termination of the Prepaid Gas Agreement in whole or in part. Any such payment will be applied to the mandatory redemption of the Bonds in whole or in part, as applicable. See "THE GAS SUPPLY ACQUISITION" and "THE BONDS Redemption." The Bonds will be issued in authorized denominations of $5,000 or any integral multiple thereof, and will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), New York, New York, which will act as Securities Depository for the Bonds. The principal or Redemption Price or Purchase Price of and interest on the Bonds are payable by the Trustee, which is also serving as authenticating agent, paying agent, registrar, and tender agent for the Bonds. Purchasers of the Bonds (the "Beneficial Owners") will not receive physical delivery of bond certificates. For so long as the Bonds remain in a "book-entry only" system, the Trustee will make such payments only to DTC or its nominee, which, in turn, is obligated to remit such principal and interest to the DTC Participants for disbursement to Beneficial Owners of the Bonds. See APPENDIX G "BOOK-ENTRY ONLY SYSTEM". 2014A Bonds: The 2014A Bonds are being issued in a Long-Term Interest Rate Period commencing on the Issue Date of the 2014A Bonds and ending on (and including) July 31, 2019, during which period the 2014A Bonds shall bear interest at the rate per annum set forth on the inside cover page of this Official Statement. The 2014A Bonds are required to be tendered for purchase on August 1, 2019 (the "2014A Mandatory Purchase Date"). The 2014A Bonds are not subject to tender at the option of the Holders thereof prior to the 2014A Mandatory Purchase Date. Interest on each 2014A Bond shall be payable on February 1 and August 1, commencing February 1, 2015, and on any redemption date for such 2014A Bond and on the Maturity Date of such 2014A Bond (each a "2014A Interest Payment Date"). Interest on the 2014A Bonds shall be computed on the basis of a 360 day year of twelve 30 day months. Such interest will accrue from the last 2014A Interest Payment Date on which interest was paid to (but excluding) the 2014A Interest Payment Date on which interest is to be paid, unless no interest has yet been paid, in which case interest will be paid from the Issue Date of the 2014A Bonds. 2014B Bonds: The 2014B Bonds are being issued in a LIBOR Index Rate Period commencing on the Issue Date of the 2014B Bonds and ending on (and including) July 31, 2019, during which period the 2014B Bonds shall bear interest at a LIBOR Index Rate hereinafter described. The 2014B Bonds are required to be tendered for purchase on August 1, 2019 (the "2014B Mandatory Purchase Date"). The 2014B Bonds are not subject to tender at the option of the Holders thereof prior to the 2014B Mandatory Purchase Date. The LIBOR Index Rate applicable to the 2014B Bonds is a variable per annum interest rate equal to the sum of (i) the product of the one-month LIBOR Index as of the day of determination multiplied by the Applicable Factor (hereinafter described), plus (ii) the Applicable Spread (hereinafter described). The Applicable Factor for the 2014B Bonds is the percentage of LIBOR shown on the inside cover page hereof for each Maturity Date of the 2014B Bonds. The Applicable Spread is the margin added to the one-month LIBOR Index as shown on the inside cover page hereof for each Maturity Date of the 2014B Bonds. The Applicable Spread shall remain constant for the duration of the LIBOR Index Rate Period for each such Maturity Date. Interest on each 2014B Bond will be payable on the first Business Day of each month, beginning with the first Business Day of September 2014, and on any redemption date for such 2014B Bond and on the Maturity Date of such 2014B Bond (each a "2014B Interest Payment Date"). Such interest will accrue from the last 2014B Interest Payment Date on which interest was paid to (but excluding) the 2014B Interest Payment Date on which interest is to be paid, unless no interest has yet been paid, in which case interest will be paid from the Issue Date of the 2014B Bonds. All calculations of interest on the 2014B Bonds shall be computed on the basis of a 365/366 -day year, as applicable, for the actual number of days elapsed. The LIBOR Index Rate for the 2014B Bonds shall be rounded to five decimal places. In no event may any 2014B Bond bear interest at an interest rate higher than the Maximum Rate of 12% per annum while in the LIBOR Index Rate Period. For a further description of the 2014A Bonds and the 2014B Bonds, see "THE BONDS" herein. Liquidity Facility: In order to provide for the purchase of 2014A Bonds on the 2014A Mandatory Purchase Date and the purchase of 2014B Bonds on the 2014B Mandatory Purchase Date, or an earlier Noticed Tender Date (hereinafter described) (each a "Mandatory Purchase Date"), which in any case are not remarketed, the Issuer has entered into a Standby Bond Purchase Agreement, dated as of the Issue Date of the Bonds (the "Liquidity Facility"), with Royal Bank of Canada Royal Bank of Canada (the "Liquidity Facility Provider"). The Liquidity Facility expires on the Business Day following the Mandatory Purchase Date, and is not subject to termination prior to such date. A Noticed Tender Date may occur upon notice from the Liquidity Facility Provider to the Trustee following the occurrence of a Triggering Event (as defined herein) under the Prepaid Gas Agreement or a failure to pay the principal of or interest on the Bonds when due. The Bonds are required to be tendered for mandatory purchase on a Noticed Tender Date prior to any early termination of the Liquidity Facility. See "THE LIQUIDITY FACILITY." Failed Remarketing: Under the terms of the Indenture, a "Failed Remarketing" will occur in the event of a failure, on a Mandatory Purchase Date, to either pay the Purchase Price of the Bonds or redeem the Bonds on such date. A Failed Remarketing will result in an Event of Default under the Indenture for which Owners of the Bonds shall have the remedies set forth in the Indenture, and the Owners of the Bonds shall have all rights of an Owner of Liquidity Facility Bonds, including the right to demand that all such Bonds be immediately redeemed. See "SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Events of Default and Remedies" and "THE BONDS Redemption Mandatory Redemption of Liquidity Facility Bonds." Optional Redemption of 2014A Bonds: The 2014A Bonds are subject to optional redemption on the 2014A Mandatory Purchase Date at Redemption Price equal to 100% of the principal amount of 2014A Bonds called for redemption. Optional Redemption of 2014B Bonds: The 2014B Bonds maturing on and after August 1, 2019 are subject to redemption, at the option of the Issuer, in whole or in part, on any Business Day, upon at least 20 days prior written notice to the Holders, during the period beginning six months prior to the 2014B Mandatory Purchase Date, at a Redemption Price of 100% of the principal amount of 2014B Bonds called for redemption, plus accrued interest, if any, to the date of redemption. See "THE BONDS Redemption Optional Redemption of 2014B Bonds". Mandatory Redemption: Pursuant to Section 4.01 of the Indenture, all Bonds shall be subject to mandatory redemption prior to their respective Maturity Dates in whole, and not in part, upon an early termination of the Prepaid Gas Agreement, or in part upon the occurrence of an early termination of the Prepaid Gas Agreement in part, in either case at a Redemption Price equal to (i) with respect to the 2014A Bonds, the Amortized Value thereof, and (ii) with respect to the 2014B Bonds, 100% of the principal amount thereof, plus in each case unpaid accrued interest to the date of redemption. Upon the occurrence of an early termination of the Prepaid Gas Agreement, in whole or in part, the Gas Supplier is required to pay the Liquidation Payment or Partial Liquidation Payment, respectively, to the Trustee for deposit in the Termination Fund, to be applied by the Trustee to the redemption of Bonds on the applicable date of redemption. See "THE BONDS Redemption - Mandatory Redemption" and "THE GAS SUPPLY ACQUISITION Early Termination of the Prepaid Gas Agreement." Security: The Bonds are special limited obligations payable solely from the Trust Estate described herein. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." THE BONDS ARE NOT PAYABLE FROM OR SECURED BY A PLEDGE OF OR LIEN ON ANY PROPERTY OF THE ISSUER OR ANY OF ITS INCOME OR RECEIPTS EXCEPT THE TRUST ESTATE. THE BONDS DO NOT CONSTITUTE A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER, THE STATE OF NEW MEXICO OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE GAS PURCHASERS, AND THE OWNERS OF THE BONDS HAVE NO RIGHT TO HAVE TAXES LEVIED BY THE ISSUER, THE STATE OF NEW MEXICO, OR ANY POLITICAL SUBDIVISION OF THE STATE OF NEW MEXICO, INCLUDING THE GAS PURCHASERS, FOR THE PAYMENT OF THE BONDS. This Official Statement describes the 2014A Bonds only during the Long-Term Interest Rate Period in effect from the Issue Date of the 2014A Bonds to 2014A Mandatory Purchase Date, and the 2014B Bonds only during the LIBOR Index Rate Period in effect from the Issue Date of the 2014B Bonds to the 2014B Mandatory Purchase Date, and should not be relied upon if either Sub-series of Bonds are converted to any other Interest Rate Period (including another Long-Term Interest Rate Period or LIBOR Index Rate Period). The purchase and ownership of the Bonds involve investment risk and may not be suitable for all investors. This cover page is not intended to be a summary of the terms of or the security for the Bonds. Investors are advised to read this Official Statement in its entirety to obtain information essential to the making of an informed investment decision with respect to the Bonds, giving particular attention to the matters discussed under "INVESTMENT CONSIDERATIONS AND RISKS" herein. The Bonds are offered, when, as and if issued by the Issuer and accepted by RBC Capital Markets, LLC, as underwriter (in such capacity, the "Underwriter"), subject to the approval of validity by Modrall, Sperling, Roehl, Harris & Sisk P.A., Bond Counsel, and certain other conditions. The Majors Group has acted as financial advisor to the Issuer and the Gas Purchasers. Certain legal matters will be passed upon for the Issuer by Modrall, Sperling, Roehl, Harris & Sisk P.A.; for the Liquidity Facility Provider and the Interest Rate Swap Counterparty by Ashurst LLP; and for the Underwriter by Ashurst LLP. Certain tax matters will be passed on for the Issuer by Ballard Spahr LLP, Special Tax Counsel. It is expected that the Bonds will be available for delivery through the facilities of DTC on or about August 1, July 23, 2014 RBC Capital Markets

2 NEW MEXICO MUNICIPAL ENERGY ACQUISITION AUTHORITY GAS SUPPLY REVENUE REFUNDING BONDS, SERIES 2014 MATURITY DATES, PRINCIPAL AMOUNTS, INTEREST RATES AND PRICES OR YIELDS $175,000,000 Sub-series 2014A Maturity Date (1) Principal Amount Interest Rate Price CUSIP Number November 1, 2039 (5) $175,000, % AC3 Maturity Date (1) MATURITY DATES, PRINCIPAL AMOUNTS, APPLICABLE FACTOR AND APPLICABLE SPREAD $551,995,000 Sub-series 2014B (Variable Rate), priced 100% Principal Amount Applicable Factor (2) Index Applicable Spread (3) CUSIP Number (4) February 1, 2015 $7,780,000 67% one-month LIBOR 0.08% AD1 August 1, 2015 $8,865,000 67% one-month LIBOR 0.15% AE9 February 1, 2016 $8,540,000 67% one-month LIBOR 0.25% AF6 August 1, 2016 $9,755,000 67% one-month LIBOR 0.36% AG4 February 1, 2017 $9,300,000 67% one-month LIBOR 0.47% AH2 August 1, 2017 $10,395,000 67% one-month LIBOR 0.52% AJ8 February 1, 2018 $10,010,000 67% one-month LIBOR 0.57% AK5 August 1, 2018 $11,150,000 67% one-month LIBOR 0.62% AL3 February 1, 2019 $10,750,000 67% one-month LIBOR 0.65% AM1 August 1, 2019 $12,000,000 67% one-month LIBOR 0.67% AN9 November 1, 2039 (5) $453,450,000 67% one-month LIBOR 0.75% AP4 (1) Bonds maturing after August 1, 2019 are required to be purchased pursuant to a mandatory tender on August 1, (2) The Applicable Factor means the percentage of LIBOR used to calculate the LIBOR Index Rate on each Reset Date. The Applicable Factor shall remain constant for the duration of the LIBOR Index Rate Period for each such Maturity Date. See "THE BONDS 2014B Bonds". (3) The Applicable Spread means the margin added to the product of the one-month LIBOR Index and the Applicable Factor to determine the LIBOR Index Rate on each Reset Date. The Applicable Spread shall remain constant for the duration of the LIBOR Index Rate Period for each such Maturity Date. See "THE BONDS 2014B Bonds". (4) CUSIP numbers have been assigned to the Bonds by Standard & Poor's CUSIP Service Bureau and are included solely for the convenience of the owners of the Bonds. Neither the Issuer nor the Underwriter is responsible for the selection or correctness of the CUSIP numbers set forth herein. (5) November 1, 2039 is the first day of the Month following the last payments due in respect of the Gas Supply to be delivered under the Prepaid Gas Agreement. The Bonds maturing on November 1, 2039 are subject to mandatory sinking fund redemption on the dates and in the amounts set forth in the Indenture.

3 REGARDING THIS OFFICIAL STATEMENT No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations in connection with the offer and sale of the Bonds, other than as set forth herein and, if given or made, such other information or representation must not be relied upon as having been authorized. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. The information set forth in this Official Statement has been obtained from the Issuer and the Gas Purchasers and other sources that are believed by the Issuer and the Gas Purchasers to be reliable. Statements contained in this Official Statement that involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of facts. See "INTRODUCTION Forward-Looking Statements" and "INVESTMENT CONSIDERATIONS AND RISKS." The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibility to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder will under any circumstances create any implication that there has been no change in the affairs of the Issuer, the Gas Purchasers, the Gas Supplier, the Interest Rate Swap Counterparty, the Liquidity Facility Provider, the Funding Provider, the Commodity Swap Counterparty or the Trustee since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED THEREIN, AND HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. THE INDENTURE HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED THEREIN. THE BONDS HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY COMMISSION. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. CUSIP data is provided by Standard & Poor's, CUSIP Service Bureau. CUSIP numbers are provided only for the convenience of the reader. None of the Issuer, the Gas Purchasers or the Underwriter undertakes any responsibility for any changes to or errors in the CUSIP numbers set forth herein.

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5 TABLE OF CONTENTS Page INTRODUCTION... 1 General... 1 Purposes of the Bonds... 1 Interest Rate Periods for the Bonds... 1 Mandatory Purchase of the Bonds... 2 Liquidity Facility... 2 Book-Entry-Only System... 3 Interest Rate Swap relating to the 2014B Bonds... 3 Debt Service Reserve Fund; Funding and Assignment Agreement... 3 The Issuer... 4 The Gas Purchasers... 4 The Gas Supply Acquisition... 4 Forward-Looking Statements... 5 Miscellaneous... 6 INVESTMENT CONSIDERATIONS AND RISKS... 6 Special Obligation of the Issuer... 6 Revenues of the Issuer... 7 Structured Financing and Role of Royal Bank... 7 Related Parties... 8 Financial Position of the Commodity Swap Counterparty... 9 Enforceability of Contracts... 9 Continuing Compliance with Tax Covenants THE ISSUER General Board of Directors Issuer's Limited Liability PLAN OF REFUNDING THE BONDS General A Bonds B Bonds Mandatory Tender Provisions Redemption DTC Procedures Regarding the Tender of Bonds Exchange, Transfer and Registration of Bonds SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Pledge of Trust Estate The Trust Estate Revenues i -

6 REVENUES AND FLOW OF FUNDS Creation of Funds and Accounts Payments into Certain Funds from Revenues Payments under Commodity Credit Instrument, Funding Agreement and Custodial Agreement Application of Funds and Accounts Debt Service Reserve Fund THE INTEREST RATE SWAP General Payments Under the Interest Rate Swap Events of Default and Termination Events Under the Interest Rate Swap THE LIQUIDITY FACILITY General Termination of Available Commitment Limited Commitment THE FUNDING AGREEMENT Mandatory Advances Deemed Remarketing Optional Advances Subrogation and Assignment of Rights Term THE GAS SUPPLY ACQUISITION General The Prepaid Gas Agreement Early Termination of the Prepaid Gas Agreement The Supply Agreements THE COMMODITY PRICE HEDGE General The Commodity Swap Counterparty The Issuer Commodity Swap The Gas Supplier Commodity Swap The Commodity Credit Instrument Replacement of Commodity Swaps Custodial Agreement SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Payment of Interest on Bonds; Interest Rights Preserved Refunding Bonds Investment of Certain Funds Power to Issue Bonds and Pledge the Trust Estate Power to Fix and Collect Fees and Charges for the Sale of Gas Covenants of the Issuer Tax Covenants Events of Default and Remedies Supplemental Indentures Defeasance ii -

7 ABSENCE OF LITIGATION APPROVAL OF LEGAL MATTERS TAX MATTERS Federal Income Taxes State Taxes Matters THE TRUSTEE CONTINUING DISCLOSURE General Las Cruces' Prior Undertakings UNDERWRITING RATINGS MISCELLANEOUS APPENDIX A INFORMATION REGARDING ROYAL BANK OF CANADA APPENDIX B INFORMATION REGARDING THE COMMODITY SWAP COUNTERPARTY APPENDIX C CERTAIN INFORMATION REGARDING THE GAS PURCHASERS APPENDIX D SCHEDULE OF DAILY AND MONTHLY CONTRACT QUANTITIES (in MMBtu) APPENDIX E SUMMARY OF DEFINED TERMS APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT APPENDIX G BOOK-ENTRY-ONLY SYSTEM APPENDIX H FORM OF OPINION OF BOND COUNSEL APPENDIX I FORM OF OPINION OF SPECIAL TAX COUNSEL - iii -

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9 OFFICIAL STATEMENT NEW MEXICO MUNICIPAL ENERGY ACQUISITION AUTHORITY GAS SUPPLY REVENUE REFUNDING BONDS, SERIES 2014 $175,000,000 Sub-series 2014A $551,995,000 Sub-series 2014B (Variable Rate) INTRODUCTION General The purpose of this Official Statement, which includes the cover page, table of contents and appendices, is to provide certain information in connection with the issuance and sale by New Mexico Municipal Energy Acquisition Authority (the "Issuer") of its Gas Supply Revenue Refunding Bonds, Series 2014, consisting of (i) $175,000,000 Sub-series 2014A (the "2014A Bonds"), and (ii) $551,995,000 Sub-series 2014B (Variable Rate) (the "2014B Bonds" and, together with the 2014A Bonds, the "Bonds"). The Bonds are being issued pursuant to the Joint Powers Agreement Act, through of the New Mexico Statutes Annotated, as amended from time to time (the "Act"), an ordinance of the Board of the Issuer authorizing the issuance of the Bonds, and under and pursuant to a Trust Indenture, dated as of August 1, 2014 (the "Indenture"), by and between the Issuer and Wells Fargo Bank, National Association, as trustee (the "Trustee"). All capitalized terms used in this Official Statement, unless otherwise defined herein, have the meanings assigned to such terms in APPENDIX E "SUMMARY OF DEFINED TERMS." Purposes of the Bonds The Bonds are being issued to (a) refund all of the Issuer's outstanding Gas Supply Variable Rate Revenue Bonds, Series 2009 (the "Series 2009 Bonds"), and (b) pay costs of issuance of the Series 2014 Bonds. See "PLAN OF REFUNDING." Proceeds of the Series 2009 Bonds were used to purchase the Gas Supply described herein from Royal Bank of Canada ("Royal Bank"), as Gas Supplier, for delivery by the Gas Supplier over a period of approximately 30 years, which commenced in the month of October 2009, and to fund certain expenses. The Gas Supply is being sold by the Issuer to the Gas Purchasers, pursuant to the Supply Agreements described herein. Interest Rate Periods for the Bonds 2014A Bonds. The 2014A Bonds are being issued initially in a Long-Term Interest Rate Period, commencing on the Issue Date of the 2014A Bonds and ending on (and including) July 31, During such Long-Term Interest Rate Period, the 2014A Bonds of each Maturity Date will bear interest at the rate for such Maturity Date set forth on the inside cover page of this Official Statement. Interest on the 2014A Bonds is payable semi-annually on February 1 and August 1, commencing February 1, 2015, on any redemption date for such 2014A Bond, and on the Maturity Date of such 2014A Bond. The 2014A Bonds are subject to mandatory tender for purchase on August 1, 2019, which is the day following the last day of the initial Long-Term Interest Rate Period for the 2014A Bonds (the "2014A Mandatory Purchase Date"). 2014B Bonds. The 2014B Bonds are being issued initially in a LIBOR Index Rate Period, commencing on the Issue Date of the 2014B Bonds and ending on (and including) July 31, During such LIBOR Index Rate Period, the 2014B Bonds of each Maturity Date will bear interest at a LIBOR Index Rate determined on each Reset Date in accordance with the Indenture by Royal Bank, as Index Rate Determination Agent for the 2014B Bonds pursuant to the Index Rate Determination Agent

10 Agreement. The Applicable Factor for the 2014B Bonds and the Applicable Spread for each Maturity Date of the 2014B Bonds during such initial LIBOR Index Rate Period are set forth on the inside cover page of this Official Statement. Interest on each 2014B Bond is payable on the first Business Day of each month, commencing with the first Business Day of September 2014, on any redemption date for such 2014B Bond, and on the Maturity Date of such 2014B Bond. The 2014B Bonds are subject to mandatory tender for purchase on August 1, 2019, which is the day following the last day of the initial LIBOR Index Rate Period for the 2014B Bonds (the "2014B Mandatory Purchase Date"). Conversion of Interest Rate Period. Upon satisfaction of certain conditions set forth in the Indenture, the Interest Rate Period for either the 2014A Bonds or the 2014B Bonds may be converted to a different Interest Rate Period; provided, however, that no such conversion may occur prior to the 2014A Mandatory Purchase Date or the 2014B Mandatory Purchase Date, respectively, and all Bonds of each Sub-series must be in the same Interest Rate Period. Authorized Denominations. The Bonds will be issued in authorized denominations of $5,000 or any integral multiple thereof. See "THE BONDS." Mandatory Purchase of the Bonds 2014A Bonds. The 2014A Bonds are required to be tendered for purchase on the 2014A Mandatory Purchase Date, which will occur on August 1, 2019, at a Purchase Price equal to the principal amount thereof. The Series 2014A Bonds may be required to be purchased prior to such date upon the occurrence of a Notice Termination Event pursuant to the Liquidity Facility, at a Purchase Price equal to the Amortized Value thereof. In either rcase, such Purchase Price will be paid from immediately available funds including (i) moneys deposited in the Remarketing Proceeds Account; (ii) moneys deposited in the Liquidity Facility Account; and (iii) moneys, if any, deposited in the Authority Purchase Account. See "THE BONDS Mandatory Tender Provisions". 2014B Bonds. The 2014B Bonds are required to be tendered for purchase on the 2014B Mandatory Purchase Date, which will occur on August 1, 2019, at a Purchase Price equal to the principal amount thereof. The Series 2014B Bonds may be required to be purchased prior to such date upon the occurrence of a Notice Termination Event pursuant to the Liquidity Facility, at a Purchase Price equal to the principal amount thereof. In either case, such Purchase Price will be paid from immediately available funds including (i) moneys deposited in the Remarketing Proceeds Account; (ii) moneys deposited in the Liquidity Facility Account; and (iii) moneys, if any, deposited in the Authority Purchase Account. See "THE BONDS Mandatory Tender Provisions". Failed Remarketing. Under the terms of the Indenture, a "Failed Remarketing" will occur in the event of a failure, on a Mandatory Purchase Date, to either pay the Purchase Price of the Bonds or redeem the Bonds on such date. A Failed Remarketing will result in an Event of Default under the Indenture for which Owners of the Bonds shall have the remedies set forth in the Indenture, and the Owners of the Bonds shall have all rights of an Owner of Liquidity Facility Bonds, including the right to demand that all such Bonds be immediately redeemed. See "SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Events of Default and Remedies" and "THE BONDS Redemption Mandatory Redemption of Liquidity Facility Bonds." Liquidity Facility The Issuer will enter into the Liquidity Facility with Royal Bank, as Liquidity Facility Provider, and the Trustee, under which the Liquidity Facility Provider will agree to purchase any Bonds required to be purchased on the 2014A Mandatory Purchase Date, the 2014B Mandatory Purchase Date or a Noticed 2

11 Tender Date (any such date a "Mandatory Purchase Date") that are not remarketed pursuant to the terms of the Indenture. See "THE BONDS Mandatory Tender Provisions." The Liquidity Facility will expire on the Business Day following the Mandatory Purchase Date. The Liquidity Facility may not be terminated by the Issuer or the Liquidity Facility Provider prior to the 2014A Mandatory Purchase Date and 2014B Mandatory Purchase Date, except upon the occurrence of a Notice Termination Event, and only following the corresponding Noticed Tender Date for the Bonds. There are no automatic termination events in the Liquidity Facility that would occur prior to a mandatory tender. See "THE LIQUIDITY FACILITY" and APPENDIX A "INFORMATION REGARDING ROYAL BANK OF CANADA." Book-Entry-Only System Ownership interests in the Bonds may be purchased in book-entry form only through The Depository Trust Company, New York, New York ("DTC"). The Bonds will be issued in fully registered form only and, when issued and delivered, will be registered in the name of Cede & Co., as nominee of DTC. DTC will act as the depository of the Bonds and all payments due on the Bonds will be made to DTC or its nominee. So long as Cede & Co., as nominee of DTC, is the registered owner of the Bonds, references herein to the Owner or registered owner will mean Cede & Co. and will not mean the Beneficial Owners of the Bonds. See "THE BONDS" and APPENDIX G "BOOK-ENTRY-ONLY SYSTEM." Interest Rate Swap relating to the 2014B Bonds The Issuer has entered into the Interest Rate Swap with Royal Bank, as Interest Rate Swap Counterparty, in order to hedge its exposure to interest rate fluctuations on the 2014B Bonds and more closely match its payment obligations on the 2014B Bonds with its expected Revenues from payments under the Supply Agreements and the Issuer Commodity Swap. See "THE INTEREST RATE SWAP." Debt Service Reserve Fund; Funding and Assignment Agreement The Issuer has created a Debt Service Reserve Fund under the Indenture, for which the Debt Service Required Reserve will be equal to the two highest consecutive Commodity Swap Payments (without netting) due on or prior to the Mandatory Tender Date. Transfers required to be made from the Debt Service Reserve Fund will be funded pursuant to a Funding and Assignment Agreement, dated as of August 1, 2014 (the "Funding Agreement"), by and among Royal Bank, as Funding Provider, the Issuer and the Trustee, and no other moneys will be deposited in the Debt Service Reserve Fund. Pursuant to the Funding Agreement, the Funding Provider (i) is required to make a Mandatory Advance to the Trustee on any date on which funds are required to be transferred from the Debt Service Reserve Fund in an amount sufficient, together with any moneys then on deposit in the Debt Service Reserve Fund, to make such transfer, and (ii) has the right, within its sole determination and discretion, to make an Optional Advance to the Trustee to fund any other Deficiency under the Indenture. In the event the Funding Provider makes an Advance under the Funding Agreement, it will be subrogated to all of the Issuer's rights with respect to any payment default leading to the necessity for such Advance, and the Issuer has assigned without recourse to the Gas Supplier all of the Issuer's rights with respect to each such event. See "THE FUNDING AGREEMENT." 3

12 The Issuer The Issuer is a joint powers authority organized and existing pursuant to the laws of the State of New Mexico (the "State") with the power to issue the Bonds and enter into the Transaction Documents described herein. The Issuer is authorized to undertake all actions permitted by the Act, including the purchase of the Gas Supply and the sale thereof to the Gas Purchasers. See "THE ISSUER." THE BONDS WILL BE SPECIAL OBLIGATIONS OF THE ISSUER AND THE PRINCIPAL AND REDEMPTION PRICE OR PURCHASE PRICE OF, AND INTEREST ON, THE BONDS WILL BE PAYABLE SOLELY FROM THE TRUST ESTATE. THE BONDS WILL NOT BE PAYABLE FROM OR SECURED BY A PLEDGE OF OR LIEN ON ANY PROPERTY OF THE ISSUER OR ANY OF ITS INCOME OR RECEIPTS EXCEPT THE TRUST ESTATE. THE BONDS WILL NOT CONSTITUTE A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER, THE STATE OF NEW MEXICO OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING ANY GAS PURCHASER, AND THE OWNERS OF THE BONDS HAVE NO RIGHT TO HAVE TAXES LEVIED BY THE ISSUER, THE STATE OF NEW MEXICO, OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING ANY GAS PURCHASER FOR THE PAYMENT OF THE BONDS. THE ISSUER HAS NO TAXING POWER. The Gas Purchasers The Issuer has entered into the Supply Agreements with Las Cruces, Los Alamos and Farmington in order to provide natural gas supplies for their natural gas systems or, in the case of Farmington, its electric system. Las Cruces and Los Alamos each owns and operates a gas utility and Farmington owns and operates an electric utility. The gas required to be purchased by each Gas Purchaser will be paid for as an operating expense of the gas utility or electric utility of such Gas Purchaser, as applicable. For information regarding the utility systems of each Gas Purchaser, see APPENDIX C "CERTAIN INFORMATION REGARDING THE GAS PURCHASERS." The Gas Supply Acquisition The Prepaid Gas Agreement. The Gas Supply was purchased by the Issuer from the Gas Supplier pursuant to the Prepaid Gas Agreement. The Gas Supplier is required to deliver to the Issuer each day during the term of the Prepaid Gas Agreement a specified quantity of gas to certain Delivery Points on the interstate pipeline system of the applicable Transporter, or to pay the Issuer replacement price damages for any gas not so delivered. The Prepaid Gas Agreement may be terminated in whole prior to the expiration of its term upon the occurrence of a Triggering Event, or in part upon the occurrence of a Partial Termination Event. Upon any such early termination of the Prepaid Gas Agreement, the Gas Supplier is obligated to pay, or cause to be paid, the applicable Liquidation Payment or Partial Liquidation Payment, as applicable, set forth in the Prepaid Gas Agreement, which amount is to be applied to redeem the outstanding Bonds in whole or in part. See "THE GAS SUPPLY ACQUISITION The Prepaid Gas Agreement" and the "THE BONDS Redemption Mandatory Redemption. " Sale of Gas to the Gas Purchasers. The Issuer is selling the Gas Supply to the Gas Purchasers pursuant to the Supply Agreements. The portion of the Gas Supply purchased from the Issuer by Las Cruces and Los Alamos pursuant to their respective Supply Agreements is used to meet the natural gas needs of customers in the service areas of their respective natural gas systems. The portion of the Gas Supply purchased from the Issuer by Farmington pursuant to its Supply Agreement is used to generate electricity to meet the electric power needs of customers in the service area of its electric system. For each MMBtu of gas delivered by the Issuer to each Gas Purchaser at the applicable Delivery Point, each Gas Purchaser has agreed to pay the Issuer the "Net Monthly Price" which equal (i) the Contract Price for 4

13 such Gas, which will be the applicable Index Price, less the Discount, plus (ii) the Premium applicable to such gas for the applicable Month, plus (iii) any payments applicable to such gas for that Month resulting from a change in the Delivery Point as provided in the Prepaid Gas Agreement. Gas Purchasers will not be charged for any gas that is not tendered for delivery by the Issuer. See "THE GAS SUPPLY ACQUISITION The Supply Agreements." If any Gas Purchaser fails to pay the Issuer for gas delivered when due pursuant to its Supply Agreement, such Gas Purchaser will be in default thereunder and the Issuer may, upon thirty days' written notice to the applicable Gas Purchaser, terminate its Supply Agreement and cease delivery of gas to such Gas Purchaser, and pursuant to the terms of the Prepaid Gas Agreement, the Issuer will be deemed to have requested the Gas Supplier to remarket such gas. Under certain circumstances, the Gas Supplier may elect to terminate the Prepaid Gas Agreement or portion thereof or continue to remarket such gas until the defaulting Gas Purchaser pays all amounts due but unpaid under its Supply Agreement. See "THE GAS SUPPLY ACQUISITION The Supply Agreements." All payments to be made by the Gas Purchasers under their respective Supply Agreements are limited obligations payable solely from the revenues of their respective gas utilities or electric utility, as applicable. In no event will the Gas Purchasers be obligated to exercise the power of taxation in order to make such payments. Each Gas Purchaser has covenanted with the Issuer to establish and collect rates from customers of its respective gas utility or electric utility sufficient to enable it to pay Issuer amounts owed, payable and due under its respective Supply Agreement from the revenues of its gas utility or electric utility, as applicable. See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS." For certain operating and financial information with respect to each Gas Purchaser, see APPENDIX C "CERTAIN INFORMATION REGARDING THE GAS PURCHASERS." The Issuer Commodity Swap. In connection with its acquisition of the Gas Supply, the Issuer has entered into the Issuer Commodity Swap with JPMorgan Chase Bank, National Association, as Commodity Swap Counterparty, under the terms of which the Issuer is required to make floating payments based on the Index Price of gas to be delivered by the Gas Supplier at each Delivery Point and a notional quantity equal to the quantity of gas to be delivered at such Delivery Point, and the Commodity Swap Counterparty is required to make fixed payments based on a fixed price and the same notional quantity. The Issuer Commodity Swap enables the Issuer to receive a fixed revenue stream with respect to the sale of the Gas Supply to be delivered under the Prepaid Gas Agreement. See "THE COMMODITY PRICE HEDGE The Issuer Commodity Swap." Forward-Looking Statements This Official Statement, including the appendices hereto, contains statements relating to future results that are "forward-looking statements" as defined in the Private Securities Litigation Reform Act of When used in this Official Statement, the words "estimate," "anticipate," "forecast," "project," "intend," "propose," "plan," "expect" and similar expressions identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. 5

14 Miscellaneous No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations other than those contained herein in connection with the offer and sale of the Bonds and, if given or made, such other information or representations must not be relied upon as having been authorized. This Official Statement speaks only as of its date, and the information contained herein is subject to change. This Official Statement contains brief descriptions of, among other matters, the Issuer, the Gas Purchasers and their respective natural gas systems or, in the case of Farmington, its electric system, the Gas Supplier, the Commodity Swap Counterparty, the Interest Rate Swap Counterparty, the Funding Provider, the Liquidity Facility Provider, each of the Transaction Documents and the security and sources of payment for the Bonds. Such descriptions and information do not purport to be comprehensive or definitive. The summaries contained herein and in the appendices hereto of relevant statutes, the Indenture and any of the other Transaction Documents are intended as summaries only and are qualified in their entirety by reference to such provisions, statutes and documents. Additionally, references herein to the Bonds are qualified in their entirety to the form thereof included in the Indenture. Certain documents, including the Indenture, the Prepaid Gas Agreement, the Supply Agreements, the Liquidity Facility, the Funding Agreement, the Issuer Commodity Swap and the Interest Rate Swap, are available upon request to the Underwriter by prospective purchasers of the Bonds prior to the sale of the Bonds at RBC Capital Markets, LLC, 200 Vesey Street, 9th Floor, New York, New York Thereafter, Owners may obtain copies upon request to the Trustee at Wells Fargo Bank, National Association, MAC N , 625 Marquette Avenue, 11th Floor, Minneapolis, Minnesota 55479, Attention: Corporate Trust Department, upon payment of reasonable copying, handling and mailing charges. INVESTMENT CONSIDERATIONS AND RISKS The purchase of the Bonds involves certain investment considerations and risks discussed throughout this Official Statement. Prospective purchasers of the Bonds should make a decision to purchase the Bonds only after reviewing the entire Official Statement and making an independent evaluation of the information contained and cited herein. Certain of those investment considerations and risks are summarized below. This summary is not intended to be definitive or exhaustive, and the order in which the following investment considerations and risks are presented is not intended to reflect their relative significance. Special Obligation of the Issuer THE BONDS WILL BE A SPECIAL OBLIGATION OF THE ISSUER AND THE PRINCIPAL AND REDEMPTION PRICE OR PURCHASE PRICE OF, AND INTEREST ON, THE BONDS WILL BE PAYABLE SOLELY FROM THE TRUST ESTATE. THE BONDS WILL NOT BE PAYABLE FROM OR SECURED BY A PLEDGE OF, OR LIEN ON, ANY PROPERTY OF THE ISSUER OR ANY OF ITS INCOME OR RECEIPTS EXCEPT THE TRUST ESTATE. THE BONDS WILL NOT CONSTITUTE A DEBT OR A PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER, THE STATE OF NEW MEXICO, OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING ANY GAS PURCHASER, AND THE OWNERS OF THE BONDS HAVE NO RIGHT TO HAVE TAXES LEVIED BY THE ISSUER, THE STATE OF NEW MEXICO, OR ANY GAS PURCHASER FOR THE PAYMENT OF THE BONDS. THE ISSUER HAS NO TAXING POWER. ACCORDINGLY, NO FINANCIAL OR OPERATING INFORMATION WITH RESPECT TO THE ISSUER IS INCLUDED IN THIS OFFICIAL STATEMENT. 6

15 See "SECURITY AND SOURCES OF PAYMENT FOR THE BONDS Pledge of Trust Estate" and "THE ISSUER." Revenues of the Issuer Whether the Revenues pledged by the Issuer will be sufficient to enable the Issuer to meet all of its payment obligations on the Bonds and under the Prepaid Gas Agreement, the Issuer Commodity Swap and the Interest Rate Swap over the entire term of such agreements will depend upon various factors, including, but not limited to: (a) the prospects and financial and operational performance of Royal Bank as the Gas Supplier, Funding Provider, Liquidity Facility Provider and Interest Rate Swap Counterparty; (b) the continuing ability of the Issuer to timely meet its obligations under the Prepaid Gas Agreement for the term thereof; (c) the prospects and financial and operating position of the natural gas system of the Gas Purchasers, and its ability to timely meet its Gas purchase and payment obligations under the Supply Agreements, including use of its Daily Contract Quantities in compliance with the requirements of the Supply Agreements to use the Gas for a Qualifying Use as necessary to maintain the Tax-Exempt Status of the Bonds; and (d) the prospects and financial and operational performance of the Commodity Swap Counterparty, or any replacement commodity swap counterparty, and its continuing ability to timely meet its obligations under the Issuer Commodity Swap. Structured Financing and Role of Royal Bank General. Royal Bank is acting as the Gas Supplier, Interest Rate Swap Counterparty, Liquidity Facility Provider, Funding Provider, Calculation Agent and Index Rate Determination Agent. RBC Capital Markets, LLC, which is serving as Underwriter for the Bonds, is a wholly owned subsidiary of Royal Bank. No assurance can be given that the future financial position of Royal Bank will enable it to make the various payments and perform the various obligations required to be performed by it under the Prepaid Gas Agreement, the Liquidity Facility, the Funding Agreement, or the Interest Rate Swap. For certain information regarding Royal Bank, see APPENDIX A "INFORMATION REGARDING ROYAL BANK OF CANADA." Structured Financing. The Indenture, the Prepaid Gas Agreement, the Supply Agreements, the Funding Agreement, the Issuer Commodity Swap and the Interest Rate Swap have been structured so that the Revenues available to the Issuer, together with the amounts on deposit in certain of the Funds held by the Trustee under the Indenture and other amounts available to the Issuer, are expected to be sufficient at all times to provide for the timely payment of the scheduled debt service requirements on the Bonds, the Issuer's payment obligations to the Commodity Swap Counterparty under the Issuer Commodity Swap, the Issuer's payment obligations to the Interest Rate Swap Counterparty under the Interest Rate Swap and the Issuer's obligations under the Prepaid Gas Agreement. The Issuer's ability to meet its obligations on the Bonds and those agreements will depend primarily upon the performance by Royal Bank as Gas Supplier of its gas delivery, gas remarketing and other obligations under the Prepaid Gas Agreement, timely payment by the Gas Purchasers under the Supply Agreements, timely payment by the Commodity Swap Counterparty under the Issuer Commodity Swap and timely payment by Royal Bank as the Interest Rate Swap Counterparty under the Interest Rate Swap. 7

16 Payments by the Gas Supplier upon Failure to Deliver Gas and for Gas Remarketed by the Gas Supplier. As Gas Supplier, Royal Bank will be obligated to make certain payments to the Trustee, for the account of the Issuer, upon a failure by it to deliver or by the Issuer to take gas under the Prepaid Gas Agreement, whether or not such failure is caused by Force Majeure. In addition, in certain circumstances upon termination of the Supply Agreements due to a default by the Gas Purchasers, Royal Bank as Gas Supplier is obligated under the Prepaid Gas Agreement to remarket the applicable Gas Supply and remit the remarketing proceeds, less its Gas Remarketing Fee, to the Trustee. The ability of the Issuer to pay the principal of and interest on the Bonds when due will depend upon the timely payment to the Trustee by Royal Bank as Gas Supplier of the amounts owed pursuant to the Prepaid Gas Agreement, including, in the event of the termination of the Supply Agreements, proceeds of the remarketing of gas. Amounts Payable by the Gas Supplier upon Early Termination of the Prepaid Gas Agreement in Whole or in Part. In the event of an early termination of the Prepaid Gas Agreement in whole or in part, Royal Bank as Gas Supplier will be obligated to pay the Liquidation Payment or Partial Liquidation Payment, as applicable, and such payment will be applied to the mandatory redemption prior to maturity of all or a corresponding portion of the Bonds, as applicable. The ability of the Issuer to pay the Redemption Price of the Bonds (and accrued interest, if any, to the Early Redemption Date) will depend upon the payment by the Gas Supplier of the Liquidation Payment or Partial Liquidation Payment, as applicable. Payments under the Interest Rate Swap. The ability of the Issuer to make full payment of the interest due on the 2014B Bonds will also depend upon the timely receipt of payments made under the Interest Rate Swap by Royal Bank as Interest Rate Swap Counterparty. Purchase of Bonds under the Liquidity Facility. The 2014A Bonds are subject to mandatory tender for purchase on August 1, 2019, which is the day following the last day of the initial Long-Term Interest Rate Period for the 2014A Bonds (the "2014A Mandatory Purchase Date"), and the 2014B Bonds are subject to mandatory tender for purchase on August 1, 2019, which is the day following the last day of the initial LIBOR Index Rate Period for the 2014B Bonds (the "2014B Mandatory Purchase Date"), or in either case on such earlier date as is set forth in a Notice of Termination by the Liquidity Facility Provider to the Trustee upon the occurrence of a Notice Termination Event under the Liquidity Facility (a "Noticed Tender Date" and, together with the 2014A Mandatory Purchase Date and the 2014B Mandatory Purchase Date, a "Mandatory Purchase Date"). A "Notice Termination Event" will occur under the Liquidity Facility if (i) there is a Triggering Event under the Prepaid Gas Agreement, or (ii) there is a failure to pay the principal of or interest on the Bonds as the same become due. Eligible Bonds tendered for purchase on a Mandatory Purchase Date and not successfully remarketed are required to be purchased by Royal Bank as Liquidity Facility Provider under the Liquidity Facility. Related Parties RBC Capital Markets, LLC is serving as the Underwriter for the Bonds and in such capacity has determined the initial interest rates for the 2014A Bonds and the Applicable Factor and the Applicable Spread for the 2014B Bonds. RBC Capital Markets, LLC is a wholly owned subsidiary of Royal Bank, which is acting as the Interest Rate Swap Counterparty, Liquidity Facility Provider, Gas Supplier and Funding Provider. As Interest Rate Swap Counterparty, Royal Bank is required to make payments to the Issuer to hedge the Issuer's exposure to interest rate fluctuations on the 2014B Bonds and more closely match its payment obligations on the 2014B Bonds with its expected Revenues from payments under the Supply Agreements and the Issuer Commodity Swap. As Liquidity Facility Provider, Royal Bank is required to purchase Bonds tendered for purchase on any Mandatory Purchase Date in accordance with the terms thereof and of the Indenture. As Gas Supplier, Royal Bank is required to pay the Liquidation Payment or Partial Liquidation Payment, as applicable, upon an early termination of the Prepaid Gas 8

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