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EXHIBIT A <br />FINANCIAL GUAFMNTY AGREEMENT <br />FINANCIAL-GUARANTY AGREEMENT made as of January 4,2001, by and between Southern <br />California Public Power Authority (the "Issuer") and MBIA I,nsmnce Corporation (the "Itwer"), <br />organized under the laws of the state of New York. <br />WITNESSETH: <br />WHEREAS, the Issuer has or will issue the Obligations; and <br />WHEREAS, pursuant to the terms of the Document the Issuer agrees to make cdain payments on the <br />Obligations; and <br />WHEREAS, the Insurer will issue its Surety Bond, substantially in the form set forth in Annex A to <br />this Agreement, guaranteeing certain payments by the Issuer subject to the tams and limitations of the <br />Surety Bond; and <br />WJEREAS, to induce the Insurer to issue the Surety Bond, the Issuer has agreed to pay the premium <br />for the Surety Bond and to reimburse the Insurer for all payments made by the Insurer under the Surety <br />Bond, all as more fully set forth in this Agreement; and <br />WHEREAS, the Issuer understands that the her expressly requires the delivery of ths Agreement <br />as part of the consideration for the execution by the Insurer of the Surety Bond; and <br />NOW, THERIZFORE, in consideration of the premises and of the agreements herein contained and of <br />the execution of the Surety Bond, the Issuer and the Insurer agree as follows: <br />ARTICLE I <br />DEFINITONS; SURETY BOND <br />Section 1.01. Defitions. The terms which are capitalized herein shall have the meanings specified in <br />Annex B hereto. <br />Section 1.02 Suretv Bond. <br />(a) The Insurer will issue the Surety Bond in accordance with and subject to the terms and <br />conditions of the Commitment. <br />(b) The maximum liability of the Insurer under the Surety Bond and the coverage and tern <br />thereof shall be subject to and limited by the terms and conditions of the Surety Bond. <br />Section 1.03. Premium In consideration of the Znsurer agreeing to issue the Su&y Bond hereunder, <br />the Issuer hereby agrees to pay or cause to be paid the Premium set forth in Annex B hereto. The Premium <br />on the Surety Bond is not refundable for any reason. <br />Section 1.04. Certain Other Ewmsq. The Issuer will pay all reasonable fees and disbursements of <br />the Insurds sped counsel related t6any modidion of this Agreement or the Surety Bond. <br />ARTICLE U <br />REIMBURSEMENT AND INDEMNIFICATION <br />OBMGATIONS OF ISSUER AND SECURITY THEREFOR <br />Section 2.01. Reimbursement for Payments Under the Suretv Bond and Exwnses: Indemnification. <br />(a) The her will reimburse the Insurer, within the Reimbursement Period, without demand or <br />notice by the insurer to the Issuer or any other person, to the extent of each Surety Bond Payment <br />with interest on each Surety Bond Payment fiom and including the date made to the date of the <br />reimbursement at the lesser of the Reimbursement Rate or the maximum rate of interest permitted by <br />then applicable law.