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I Project Vote] <br />RESOLUTION NO. 2004-19 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTHERN <br />CALIFORNIA PUBLIC POWER AUTHORITY (I) AUTHORIZING THE <br />PREPARATION OF ALL DOCUMENTS NECESSARY OR <br />APPROPRIATE TO FINANCE THE ACQUISITION OF NATURAL GAS <br />KESERVES IN CONNECTION WITH, AMONG OTHER GENERATING <br />FACILITIES, THE MAGNOLIA POWER PROJECT; (11) APPOINTING <br />THE UNDERWRITER, COMMERCIAL PAPER DEALER AND/OR <br />LENDER WITH RESPECT TO SUCH FINANCING; AND (111) <br />AUTHORIZING OFFICERS OF THE AUTHORITY TO DO ALL THINGS <br />DEEMED NECESSARY OR APPROPRIATE <br />WHEREAS, the Magnolia Finance Committee of the Southern California Public Power <br />Authority (the "Authority") at a meeting hcld on May 4, 2004 has determined that it is in the best <br />interest of the Authority (i) to proceed with preparing all documents necessary or appropriate to <br />finance the acquisition of naturdl gas reserves for, among other generating facilities, the <br />Magnolia Power Project (the "Gas Reserves") and (ii) to select the underwriter, commercial <br />paper dealer and/or lender in connection with the financing of the Gas Reserves; and <br />WHEREAS, once prepared, drafts of the contracts proposed to be entered into by thc <br />Authority in connection with the financing of the Gas Reserves will he presented for the Board's <br />consideration. <br />NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of thc Authority as <br />follows: <br />1. The Authority's staff and the Authority's team of financing professionals <br />(including the personnel at the Los Angeles Department of Water and Power who work on <br />Authority matters, the Authority's Finance and Accounting Manager, the Authority's Co-Bond <br />Counsel and the Authority's Financial Advisor), working with the tinancial staffs of the <br />applicable Magnolia Power Pro-ject participants, are hereby authorized to prepare all documents <br />necessary or appropriate for the financing of the Gas Reserves. <br />2. Merrill Lynch & Co. is hereby appointed the underwriter, commercial paper <br />dealer andlor lender (in one or more of such capacities as dcterrnined by the Natural Gas Steering <br />Committee), for the financing of the Gas Reserves, with such appointment being subject to the <br />negotiation of fees or other compensation acceptable to the Coordinating Committee. <br />3. 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 hcrcby authorized <br />and directed to do and cause to he done any and all acts and things necessary or appropriate for <br />carrying out the transactions contemplated by this Resolution.