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[Project Vote] <br />RESOLUTION NO. 2011-092 <br />RESOLUTION RELATING TO THE SOUTHERN <br />TRANSMISSION SYSTEM: (I) AUTHORIZING THE <br />EXECUTION AND DELIVERY OF DOCUMENTS <br />RELATING TO THE TRANSFER AND NOVATION OF AN <br />EXISTING INTEREST RATE SWAP AGREEMENT; AND <br />(II) AUTHORIZING THE OFFICERS OF THE <br />AUTHORITY TO DO ALL OTHER THINGS DEEMED <br />NECESSARY OR ADVISABLE <br />WHEREAS, the Southern California Public Power Authority (the "Authority") has <br />previously entered into that certain International Swaps and Derivatives Association, hie. Master <br />Agreement, related Schedule and related Credit Support Annex, each dated as of February 1, <br />2001, and a related Confirmation, dated February 1, 2001 (collectively, the "Original Swap <br />Agreement"), between the Authority and Citigroup Financial Products Ina ("Citigroup"), as <br />successor in interest to Salomon Brothers Holding Company Inc., relating to the Authority's <br />Amended and Restated Indenture of Trust, dated as of April 1, 2000 (the "Restated Indenture"), <br />between the Authority and U.S. Bank National Association, as successor trustee (the "Trustee"); <br />and <br />WHEREAS, the Authority, Citigroup and Wells Fargo Bank, N.A. (the "Swap <br />Counterparty") desire that the Original Swap Agreement be transferred and novated to the Swap <br />Counterparty (all of the costs of which will be paid by one or more of Citigroup and the Swap <br />Counterparty); and <br />WHEREAS, pursuant to the contemplated transfer and novation, the Swap Counterparty <br />will assume the rights, liabilities, duties and obligations of Citigroup under the Original Swap <br />Agreement; and <br />WHEREAS, in connection with such transfer and novation, the Authority, Citigroup and <br />the Swap Counterparty will execute and deliver a Novation Confirmation (the "2011 Novation <br />Confirmation"); and <br />WHEREAS, the Authority desires to authorize the transfer and novation of the Original <br />Swap Agreement and the execution and delivery of documents in connection therewith <br />(including, but not limited to, the 2011 Novation Confirmation); <br />NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern <br />California Public Power Authority as follows: <br />1. Each of the President, Vice President or Executive Director of the Authority is <br />hereby authorized and directed to execute and deliver (i) an International Swaps and Derivatives <br />Association, Inc. Master Agreement (the "2011 Master Agreement"), by and between the <br />50452751.4 <br />