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[Project Vote] <br />RESOLUTION NO. 2009-1 <br />RESOLUTION RELATING TO THE SOUTHERN TRANSMISSION <br />PROJECT: (1) AUTHORIZING THE REFUNDING OF CERTAIN <br />OUTSTANDING BONDS; (II) AUTHORIZING THE EXECUTION AND <br />DELIVERY OF (A) A SUBORDINATE INDENTURE OF TRUST <br />AUTHORIZING THE ISSUANCE OF TRANSMISSION PROJECT <br />REVENUE BONDS, 2009 SUBORDINATE REFUNDING SERIES A, (B) A <br />SUPPLEMENTAL INDENTURE OF TRUST RELATING TO THE <br />TRANSMISSION PROJECT REVENUE BONDS, 2009 SUBORDINATE <br />REFUNDING SERIES A, AND (C) A PURCHASE CONTRACT; <br />(III) AUTHORIZING THE DELIVERY OF A PRELIMINARY OFFICIAL <br />STATEMENT AND THE EXECUTION AND DELIVERY OF AN <br />OFFICIAL STATEMENT; (IV) AUTHORIZING CERTAIN RELATED <br />ACTIONS; AND (V) AUTHORIZING THE OFFICERS OF THE <br />AUTHORITY TO DO ALL OTHER THINGS DEEMED NECESSARY OR <br />ADVISABLE <br />WHEREAS, there has been presented to this meeting proposed forms of certain financing <br />documents relating to the 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 and Vice President and each of the Secretary and any <br />Assistant Secretary of the Authority are hereby authorized to execute and deliver a Twenty -Third <br />Supplemental Indenture of Trust relating to the Bonds (as defined below), from the Authority to <br />U.S. Bank National Association, as trustee (the "Trustee"), in the form on file with the Assistant <br />Secretary of the Authority, with such changes, insertions and omissions (subject to Paragraph 8 <br />hereof) as shall be approved by said President or Vice President (such approval to be <br />conclusively evidenced by such officer's execution and delivery thereof); and each of the <br />Secretary and any Assistant Secretary is hereby authorized to affix the seal of the Authority <br />thereto (said Supplemental Indenture, in the form in which executed and delivered, is hereinafter <br />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 />2. Each of the President and Vice President and each of the Secretary and any <br />Assistant Secretary of the Authority are hereby authorized to execute and deliver an Indenture of <br />Trust relating to the Bonds, from the Authority to the Trustee in the form on file with the <br />Assistant Secretary of the Authority, with such changes, insertions and omissions (subject to <br />Paragraph 8 hereof) as shall be approved by said President or Vice President to provide for the <br />terms of the Authority's Transmission Project Revenue Bonds, 2009 Subordinate Refunding <br />Series A (the "Bonds") (such approval to be conclusively evidenced by such officer's execution <br />and delivery thereof); and each of the Secretary and any Assistant Secretary is hereby authorized <br />