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[Project Vote] <br />RESOLUTION NO. 2009-27 <br />RESOLUTION RELATING TO THE MAGNOLIA POWER PROJECT: <br />(I) AUTHORIZING THE REFUNDING OF CERTAIN OUTSTANDING <br />BONDS; (II) AUTHORIZING THE EXECUTION AND DELIVERY OF (A) A <br />FIFTH SUPPLEMENTAL INDENTURE OF TRUST AMENDING THE <br />ORIGINAL INDENTURE OF TRUST, A SIXTH SUPPLEMENTAL <br />INDENTURE OF TRUST AND A SEVENTH SUPPLEMENTAL INDENTURE <br />OF TRUST AUTHORIZING THE ISSUANCE OF THE MAGNOLIA POWER <br />PROJECT A, REFUNDING REVENUE BONDS, 2009-1 AND THE <br />MAGNOLIA POWER PROJECT A, REFUNDING REVENUE BONDS, <br />2009-2, (B) A BOND PURCHASE CONTRACT, (C) ONE OR MORE <br />REMARKETING AGREEMENTS, (D) REIMBURSEMENT AGREEMENTS <br />AND (E) AMENDMENTS TO, OR REPLACEMENT OF, INTEREST RATE <br />SWAP AGREEMENTS AND RELATED DOCUMENTS; (III) AUTHORIZING <br />THE DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT AND THE <br />EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; (IV) <br />AUTHORIZING CERTAIN RELATED ACTIONS; AND (V) AUTHORIZING <br />THE OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS <br />DEEMED NECESSARY OR ADVISABLE <br />BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE SOUTHERN <br />CALIFORNIA PUBLIC POWER AUTHORITY AS FOLLOWS: <br />1. Each of the President and Vice President and each of the Secretary and any <br />Assistant Secretary of the Southern California Public Power Authority (the "Authority") are <br />hereby authorized to execute and deliver the Fifth Supplemental Indenture of Trust relating to <br />certain amendments to the Indenture of Trust (as hereinafter defined), if necessary or advisable <br />in connection with the transactions contemplated by this Resolution, the Sixth Supplemental <br />Indenture of Trust relating to the Magnolia Power Project A, Refunding Revenue Bonds, 2009-1 <br />(the "2009-1 Bonds") and the Seventh Supplemental Indenture of Trust relating to Magnolia <br />Power Project A, Refunding Revenue Bonds, 2009-2 (the "2009-2 Bonds" and, together with the <br />2009-1 Bonds, the "Bonds"), each between the Authority and U.S. Bank National Association, as <br />trustee (the "Trustee"), in substantially the form of the Fifth Supplemental Indenture of Trust and <br />the Sixth Supplemental Indenture of Trust on file with the Authority, with such changes <br />(including appropriate numbering), insertions and omissions (subject to Paragraph 10 hereof) as <br />shall be approved by said President or Vice President (such approval to be conclusively <br />evidenced by such officer's execution and delivery thereof), and each of the Secretary and any <br />Assistant Secretary is hereby authorized to affix the seal of the Authority thereto. The Fifth <br />Supplemental Indenture of Trust, if necessary or advisable, the Sixth Supplemental Indenture of <br />Trust and the Seventh Supplemental Indenture of Trust, each as executed and delivered, are <br />hereinafter referred to collectively as the "Supplemental Indentures." The Supplemental <br />Indentures are hereby made a part of this Resolution as though set forth in full herein and the <br />same hereby are approved. <br />