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[Project Vote: Anaheim; Burbank; Department of <br />Water and Power of The City of Los Angeles; <br />Glendale; Pasadena; and Riverside] <br />RESOLUTION NO. 2013-027 <br />RESOLUTION RELATING TO THE SOUTHERN TRANSMISSION <br />PROJECT: AUTHORIZING (I) THE REFUNDING OF CERTAIN <br />OUTSTANDING BONDS; (II) THE EXECUTION AND DELIVERY OF <br />(A) A SUBORDINATE INDENTURE OF TRUST AUTHORIZING THE <br />ISSUANCE OF TRANSMISSION PROJECT REVENUE BONDS, 2013 <br />SUBORDINATE REFUNDING SERIES A AND TRANSMISSION <br />PROJECT REVENUE BONDS, 2013 SUBORDINATE SERIES B <br />(FEDERALLY TAXABLE); (B) A SUPPLEMENTAL INDENTURE OF <br />TRUST RELATING TO SUCH BONDS; (C) A PURCHASE CONTRACT; <br />AND (D) DOCUMENTS PROVIDING FOR THE TERMINATION OF AN <br />INTEREST RATE SWAP AGREEMENT; (III) THE DELIVERY OF A <br />PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND <br />DELIVERY OF AN OFFICIAL STATEMENT; (IV) CERTAIN RELATED <br />ACTIONS; AND (V) THE OFFICERS OF THE AUTHORITY TO DO ALL <br />OTHER THINGS DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, there has been presented to this meeting proposed forms of certain financing <br />documents relating to the 2013 Bonds (as hereinafter defined); <br />NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern <br />California Public Power Authority (the "Authority") as follows: <br />1. Each of the President, any Vice President and Executive Director of the Authority <br />is hereby authorized to execute and deliver a Twenty -Sixth Supplemental Indenture of Trust <br />relating to the 2013 Bonds, from the Authority to U.S. Bank National Association, as trustee (the <br />"Trustee"), amending and supplementing the Indenture of Trust, by and between the Authority <br />and the Trustee (as successor trustee), dated as of May 1, 1983, relating to the Southern <br />Transmission Project (as supplemented and amended, the "Senior Indenture"), in the form on file <br />with the Assistant Secretary of the Authority, with such changes, insertions and omissions <br />(subject to Paragraph 9 hereof) as shall be approved by said President, any Vice President or <br />Executive Director (such approval to be conclusively evidenced by such officer's or Executive <br />Director's execution and delivery thereof); and each of the Secretary and any Assistant Secretary <br />is hereby authorized to attest thereto and to affix the seal of the Authority to said Twenty -Sixth <br />Supplemental Indenture of Trust (said Twenty -Sixth Supplemental Indenture of Trust, in the <br />form in which executed and delivered, is hereinafter referred to as the "Supplemental <br />Indenture"). The Supplemental Indenture is hereby made a part of this Resolution as though set <br />forth in full herein, and the same hereby is approved. <br />Proceeds of the 2013 Bonds will be used, among other things, to refund all or any portion <br />(as determined in accordance with Paragraph 9 hereof) of the Authority's Transmission Project <br />Revenue Bonds, 2001 Subordinate Refunding Series A (the "Refunded Bonds"), including <br />78865645.4 <br />