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[Project Vote; Glendale and LA] <br />RESOLUTION NO. 2009-105 <br />RESOLUTION RELATING TO THE LINDEN WIND ENERGY <br />PROJECT: (I) AUTHORIZING THE ISSUANCE OF NOTES FOR THE <br />LINDEN WIND ENERGY PROJECT; (II) AUTHORIZING THE <br />EXECUTION AND DELIVERY OF (A) AN INDENTURE OF TRUST, <br />(B) A FIRST SUPPLEMENTAL INDENTURE OF TRUST RELATING TO <br />THE LINDEN WIND ENERGY PROJECT, REVENUE NOTES, 2009 <br />SERIES A, AND (C) A PURCHASE CONTRACT; (III) AUTHORIZING <br />THE DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT AND <br />THE EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; <br />(IV) AUTHORIZING CERTAIN RELATED ACTIONS; AND <br />(V) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO DO ALL <br />OTHER THINGS DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, there has been presented to this meeting proposed forms of certain financing <br />documents relating to the Linden Wind Energy Project to be financed by the Notes (as <br />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 an Indenture of <br />Trust relating to the Linden Wind Energy Project, from the Authority to the Trustee (as indicated <br />in Paragraph 9 hereof), in the form on file with the Assistant Secretary of the Authority, with <br />such changes, insertions and omissions (subject to Paragraph 6 hereof) as shall be approved by <br />said President or Vice President (such approval to be conclusively evidenced by such officer's <br />execution and delivery thereof); and each of the Secretary and any Assistant Secretary is hereby <br />authorized to affix the seal of the Authority thereto. The Indenture of Trust relating to the <br />Linden Wind -Energy Project, as executed and delivered, is hereinafter referred to as the <br />"Indenture." The Indenture is hereby made a part of this Resolution as though set forth in full <br />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 a First <br />Supplemental Indenture of Trust relating to the Notes from the Authority to the Trustee, in the <br />form on file with the Assistant Secretary of the Authority, with such changes, insertions and <br />omissions (subject to Paragraph 6 hereof) as shall be approved by said President or Vice <br />President to provide for the issuance and terms of the Authority's Linden Wind Energy Project, <br />Revenue Notes, 2009 Series A (the "Notes") (such approval to be conclusively evidenced by <br />such officer's execution and delivery thereof); and each of the Secretary and any Assistant <br />Secretary is hereby authorized to affix the seal of the Authority thereto. Proceeds of the Notes <br />will be used primarily to provide interim financing for the costs of acquisition of the Linden <br />Wind Energy Project. The First Supplemental Indenture of Trust, in the form in which executed <br />