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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. 2013-028 <br />RESOLUTION AS TO THE PROVISION OF CERTAIN <br />CONTINUING DISCLOSURE INFORMATION WITH <br />RESPECT TO TRANSMISSION PROJECT REVENUE <br />BONDS, 2013 SUBORDINATE REFUNDING SERIES A AND <br />2013 SUBORDINATE SERIES B (FEDERALLY TAXABLE) <br />WHEREAS the Board of Directors of the Southern California Public Power Authority, a political <br />subdivision of the State of California ("SCPPA"), has authorized the issuance of SCPPA's Transmission <br />Project Revenue Bonds, 2013 Subordinate Refunding Series A (the "2013 Series A Subordinate Bonds") <br />and Transmission Project Revenue Bonds, 2013 Subordinate Series B (Federally Taxable) (the "2013 <br />Series B Subordinate Bonds" and together with the 2013 Series A Subordinate Bonds, the "2013 <br />Subordinate Bonds") and has authorized the execution by SCPPA of an Indenture of Trust relating to the <br />2013 Subordinate Bonds, dated as of June 1, 2013, from SCPPA to U.S. Bank National Association, as <br />trustee (the "2013 Subordinated Indenture"); and <br />WHEREAS, the Board of Directors of SCPPA hereby finds and determines that it is necessary, in <br />connection with the authorization and sale of the 2013 Subordinate Bonds, that SCPPA adopt this <br />resolution in order to assist the Participating Underwriter (such term, and all other capitalized terms used <br />herein without definition, having the respective meanings assigned thereto in Section 1 hereof) in <br />complying with the Rule; <br />BE IT RESOLVED by the Board of Directors of SCPPA as follows: <br />1. Definitions. In addition to the definitions set forth in the 2013 Subordinated Indenture, <br />which apply to any capitalized term used in this Disclosure Resolution unless otherwise defined in this <br />Disclosure Resolution, the following capitalized terms shall have the following meanings: <br />"Annual Report" shall mean any Annual Report provided by SCPPA pursuant to, and as <br />described in, Sections 3 and 4 of this Disclosure Resolution. <br />"Audited Financial Statements" shall mean: <br />(a) with respect to SCPPA, SCPPA's audited financial statements for its most recent <br />fiscal year, prepared in accordance with generally accepted accounting principles as promulgated <br />to apply to governmental entities from time to time (or such other accounting principles as may <br />be applicable to SCPPA in the future pursuant to applicable law); <br />(b) with respect to LADWP (as defined in Section 2(b) hereof), the audited financial <br />statements of LADWP's Power System for its most recent fiscal year, prepared in accordance <br />with generally accepted accounting principles as promulgated to apply to governmental entities <br />and public utilities, as appropriate, from time to time (or such other accounting principles as may <br />be applicable to LADWP in the future pursuant to applicable law); <br />57069188.2 <br />