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referred to as the "Supplemental Indenture." The Supplemental Indenture is hereby made a part <br />of this Resolution as though set forth in full herein and the same hereby is approved. <br />Proceeds of the Bonds will be used primarily to provide financing for the prepayment of <br />the costs of purchasing certain energy produced by the Milford Wind Corridor Phase I Project <br />pursuant to the Power Purchase Agreement, dated as of March 16, 2007, as amended by the First <br />Amendment to Power Purchase Agreement, dated as of January 16, 2009 (as amended, the <br />"Power Purchase Agreement"), by and between the Authority and Milford Wind Corridor Phase <br />I, LLC; provided, however, that in the event that the Authority hereafter purchases or acquires <br />the Milford Wind Corridor Phase I Project under or pursuant to any of the Project Agreements <br />(as defined in the Indenture and the hereinafter referenced Power Sales Agreements), including <br />by the exercise by the Authority of its purchase option under the Power Purchase Agreement or <br />by the purchase or acquisition by the Authority at foreclosure sale or by deed -in -lieu of <br />foreclosure, the outstanding Bonds that are then in compliance with the tax covenants contained <br />in the Indenture and with all other applicable provisions of the Indenture will thereafter be <br />deemed outstanding for the purpose of financing a portion of the costs of acquisition of the <br />Milford Wind Corridor Phase I Project. <br />The issuance of the Bonds is hereby authorized, subject to the provisions of this <br />Resolution, the Indenture and the Supplemental Indenture. The Bonds shall be dated, shall <br />mature on the dates and in the years and shall bear interest all as provided in the Indenture and <br />the Supplemental Indenture. The form of the Bonds and the provisions for signatures, <br />authentication, payment, registration, redemption (if any), denominations, sinking fund (if any), <br />numbers and other terms thereof shall also be as set forth in the Indenture and the Supplemental <br />Indenture. <br />The Bonds shall be secured by the pledge effected by the Indenture and shall be special, <br />limited obligations of the Authority payable solely from the sources specified in the Indenture. <br />Neither the State of California nor any public agency thereof (other than the Authority) nor any <br />member of the Authority nor the Project Participants (as defined in the Indenture) shall be <br />obligated to pay the principal or Redemption Price (as defined in the Indenture) of, or interest on, <br />the Bonds. Neither the faith and credit nor the taxing power of the State of California or any <br />public agency thereof or any member of the Authority or the Project Participants is pledged to <br />the payment of the principal or Redemption Price of, or interest on, the Bonds. The Bonds shall <br />not constitute a debt or indebtedness of the Authority within the meaning of any provision or <br />limitation of the constitution or statutes of the State of California, and they shall not constitute or <br />give rise to a pecuniary liability of the Authority or a charge against its general credit. <br />3. Each of the President, Vice President and Executive Director of the Authority is <br />hereby authorized (i) to execute and deliver a purchase contract for the Bonds, between the <br />Authority and the senior manager (e.g., Barclays Capital hic.), as representative of itself and the <br />other underwriters named therein (the "Underwriters"), and (ii) to negotiate the underwriters' <br />discount relating to the Bonds. The purchase price at which the Bonds are to be sold to the <br />Underwriters and the related underwriters' discount shall each be determined in accordance with <br />this Resolution. Payment for the Bonds shall be pursuant to the terms and conditions set forth in <br />the purchase contract executed pursuant to this Resolution. <br />1) <br />