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[Project Vote] <br />RESOLUTION NO. 2009-95 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTHERN <br />CALIFORNIA PUBLIC POWER AUTHORITY RELATING TO THE MEAD - <br />PHOENIX PROJECT AUTHORIZING: (1) THE EXECUTION AND <br />DELIVERY OF TWO FIRST AMENDMENTS TO STANDBY BOND <br />PURCHASE AGREEMENTS EACH WITH JPMORGAN CHASE BANK, <br />NATIONAL ASSOCIATION; (II) CERTAIN RELATED ACTIONS; AND (111) <br />THE OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS <br />DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, in connection with the issuance by the Southern California Public Power <br />Authority (the "Authority") of its variable rate Mead -Phoenix Project Revenue Bonds, 2008 <br />Series A and Mead -Phoenix Project Revenue Bonds, 2008 Series B (Taxable), the Authority <br />entered into two Standby Bond Purchase Agreements, each dated as of September 1, 2008, each <br />among the Authority, JPMorgan Chase Bank, National Association (the "Bank") and U.S. Bank <br />National Association (the "Tender Agent") (together, the "Standby Agreements"); <br />WHEREAS, the Standby Agreements will expire on October 1, 2009 unless extended; <br />WHEREAS, the Bank has offered terms upon which the Standby Agreements may be <br />extended; <br />WHEREAS, the extension of the Standby Agreements would be effected by, among other <br />things, the execution and delivery of a First Amendment to each Standby Agreement (together, <br />the "First Amendments"); and <br />WHEREAS, on August 3, 2009, the Finance Committee of the Authority recommended <br />that the Board of Directors of the Authority authorize the execution and delivery of the First <br />Amendments. <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 and Vice President of the Authority is hereby authorized and <br />directed to execute and deliver the First Amendments, in substantially the forms on file with the <br />Authority, with such changes, insertions and omissions as shall be approved by said President or <br />Vice President (such approval to be conclusively evidenced by her or his execution and delivery <br />thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to <br />such signature. The forms of the First Amendments are hereby made a part of this Resolution as <br />though set forth in full herein and the same hereby are approved. <br />2. Each of the President, Vice President, Executive Director, Secretary and any <br />Assistant Secretary of the Authority, and any other officer of the Authority, is hereby authorized <br />to execute and deliver any and all agreements, documents and instruments and to do and cause to <br />