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[Project Vote] <br />RESOLUTION NO. 2007-18 <br />RESOLUTION RELATING TO THE SOUTHERN TRANSMISSION <br />PROJECT: (I) AUTHORIZING, SUBJECT TO THE CONDITIONS SET <br />FORTH HERETN, THE ISSUANCE OF BONDS FOR THE UPGRADE OF <br />THE SOUTHERN TRANSMISSION PROJECT; (11) AUTHORIZLNG, <br />SUBJECT TO THE CONDITIONS SET FORTH HEREIN, THE <br />EXECUTION AND DELIVERY OF (A) AN INDENTURE OF TRUST <br />AUTHORIZING THE ISSUANCE OF TRANSMISSION PROJECT <br />REVENUE BONDS, 2007 SUBORDINATE DRAW DOWN SERIES A, <br />(B) A SUPPLEMENTAL INDENTURE OF TRUST RELATING TO SUCH <br />BONDS, (C)A BOND PURCHASE AGREEMENT, AND @)AN <br />AMENDMENT NO. 1 TO THE SOUTHERN TRANSMISSION <br />AGREEMENT; (111) AUTHORIZING CERTAIN RELATED ACTIONS; <br />AND (IV) AUTHORIZING THE OFFICERS OF THE AUTHORITY TO <br />DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE. <br />BE IT RESOLVED by the Board of Directors of the Southern California Public Power <br />Authority as follows: <br />1. Each of the President and Vicc President and each of the Sccrctary and any <br />Assistant Secretary of the Southern California Public Power Authority (the "Authority") are <br />hereby authorized, subject to Paragraph 9, to cxecute and deliver an Indenture of Trust from the <br />Authority to U.S. Bank National Association, as trustee (the "Trustee"), in the form on file with <br />the Assistant Secretary of the Authority, with such changcs, insertions and omissions (subjcct to <br />Paragraph 4 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, 2007 Subordinate Draw Down <br />Series A (the "Bonds") (such approval to be conclusively evidenced by his or her execution and <br />delivery thereof); and each of the Secretary and any Assistant Secretary is hereby authorized to <br />affix the seal of the Authority thereto. Proceeds of the Bonds will be used primarily for the <br />upgrade of the Southern Transmission Project (the "Upgrade") by making payments in-aid-of <br />construction pursuant to the terms of the Southern Transmission System Agreement, dated as of <br />May 1, 1983 (the "Southern Transmission System Agreement"), between the Authority and <br />Intermountain Power Agency ("IPA"). The Indenture of the Trust relating to the Bonds, as <br />executed and delivered, is hereinafter referred to as the "Indenture." Such lndenture is hereby <br />made a part of this Resolution as though set forth in full herein and the same hereby is approved. <br />The issuance of the Bonds is hereby authorized, subject to the provisions of this <br />Resolution, the Indenture, the Supplemental Indenture (as defined below) and the Senior <br />Indenture (as defined below). The Bonds shall be dated, shall mature on the date and in the year <br />and shall bear interest all as provided in the Indenture. The fonn of the Bonds and the provisions <br />for signatures, authentication, payment, registration, redemption, denominations, numbers and <br />other terms thereof also shall be provided in the Indenture.