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[Project Vote] <br />RIESOLUTION NO. 2004-2 <br />RESOLUTION RELATING TO THE MEAD-ADELANTO PROJECT: (I) <br />AUTHORIZING THE REFUNDING OF CERTAIN OUTSTANDING 1994 <br />SERIES A MEAD-ADELANTO PROJECT REVENUE BONDS; (11) <br />AUTHORIZING THE: EXECUTION AND DELIVERY OF (A) AN <br />INDENTURE OF TRUST AUTHORIZING THE ISSUANCE OF MEAD- <br />ADELANTO PROJECT REVENUE BONDS, 2004 SERIES A, (B) AN <br />AUCTION AGENCY AGREEMENT, (C) A PURCHASE CONTRACT, <br />(D)AN INTEREST KATE SWAP AGREEMENT AND RELATED <br />DOCUMENTS, (E) AN ESCROW AGREEMENT, AND (F) ONE OR <br />MORE: INSURANCE AGREEMENTS; (111) AUTHORIZING THE <br />DELIVERY OF A PRELIMINARY OFFICIAL STATEMENT AND THE <br />EXECUTION AND DELIVERY OF AN OFFICIAL STATEMENT; <br />(IV) AUTHORIZING CERTAIN RELATED ACTIONS; AND <br />(V) AUTHORIZING THE OFFICER9 OF THE AUTHORITY TO DO ALL <br />OTHER THINGS DEEMED NECESSARY OR ADVISABLE <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 Secretxry and any <br />Assistant Secretary of the Authority are hereby authorized to execute and deliver an Tndenture of <br />Trust relating to the Bonds (as defined below) from the Authority to U.S. Bank National <br />Association, as trustee (the "Trustee"), in substantially the form on file with the Authority, with <br />such changes, insertions and omissions (subject to Paragraph 13 hereof) as shall be approved by <br />said President or Vice President to provide the terms for the Authority's Mead-Adelanto Project <br />Revenue Bonds, 2004 Series A (the "Bonds") (such approval to be conclusively evidenced by his <br />execution and delivery thereof). Each of the Secretary and any Assistant Secretary is hereby <br />authorized to affix the seal of the Authority to said Indenture of Trust. The Indenture of Trust <br />relating to the Bonds, as executed and delivered, is hereinafter referred to as the "Indenture." <br />The Indenture is hereby made a part of this Resolution as though set forth in full hercin and the <br />same hereby is approved. <br />The issuance of the Bonds is hereby authorized, subject to the provisions of this <br />Resolution and the Tndenture. The Bonds shall be dated, shall mature on the date and in the year <br />or years and shall bear interest all as provided in the Indenture. The form of the Bonds and the <br />provisions for signatures, authentication, payment, registration, redemption, denominations, <br />sinking fund (if any), numbers and other terms thereof shall be as set forth in the Indenturc. <br />The Bonds shall be secured by the pledge effected by the lndenture and shall be special, <br />limited obligations of the Authority payable solely from the sources specified in the Indenture. <br />Neither the State of California nor any public agency thereof (other than the Authority) nor any <br />member of the Authority nor any Project Participant (as defined in the Indenture) shall be <br />45403321.3 (Mead- Adelelanto)