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[Project Vote; Burbank; <br />Glendale and Los Angeles] <br />RESOLUTION NO. 2009-116 <br />RESOLUTION RELATING TO THE TIETON HYDROPOWER <br />PROJECT: (I) AUTHORIZING THE ISSUANCE OF NOTES FOR THE <br />TIETON HYDROPOWER 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 TIETON HYDROPOWER PROJECT, REVENUE NOTES, 2009 <br />SERIES A, (C) A SECOND SUPPLEMENTAL INDENTURE OF TRUST <br />RELATING TO THE TIETON HYDROPOWER PROJECT, REVENUE <br />NOTES, 2009 SERIES B (TAXABLE) AND (D) A PURCHASE <br />CONTRACT; (III) AUTHORIZING THE DELIVERY OF A <br />PRELIMINARY OFFICIAL STATEMENT AND THE EXECUTION AND <br />DELIVERY OF AN OFFICIAL STATEMENT; (IV) AUTHORIZING <br />CERTAIN RELATED ACTIONS; AND (V) AUTHORIZING THE <br />OFFICERS OF THE AUTHORITY TO DO ALL OTHER THINGS <br />DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, there has been presented to this meeting proposed forms of certain financing <br />documents relating to the Tieton Hydropower Project to be financed by the Notes (as hereinafter <br />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 Tieton Hydropower 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 Tieton <br />Hydropower Project, as executed and delivered, is hereinafter referred to as the "Indenture." The <br />Indenture is hereby made a part of this Resolution as though set forth in full herein and the same <br />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 Authority's Tieton Hydropower Project, Revenue <br />Notes, 2009 Series A (the "2009 Series A Notes") and a Second Supplemental Indenture of Trust <br />relating to the Authority's Tieton Hydropower Project, Revenue Notes, 2009 Series B (Taxable) <br />(the "2009 Series B Notes" and together with the 2009 Series A Notes, the "Notes"), each from <br />the Authority to the Trustee, each in the form on file with the Assistant Secretary of the <br />