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[Project Vote] <br />RESOLUTION NO. 2004-3 1 <br />RESOLUTION OF THE BOARD OF DIRECTORS OF SOUTHERN <br />CALIFORNIA PUBLIC POWER AUTHORlTY RELATING TO THE <br />SOUTHERN TRANSMISSION PROJECT AUTHORIZING: (I) THE <br />EXECUTION AND DELIVERY OF A FIRST AMENDMENT TO STANDBY <br />BOND PURCHASE AGREEMENT WITH WESTLB AG; (11) CERTAIN <br />RELATED ACTIONS; AND (111) THE OFFICERS OF THE AUTHORITY TO <br />DO ALL OTHER THINGS DEEMED NECESSARY OR ADVISABLE <br />WHEREAS, in connection with the issuance by the Southern California Public Power <br />Authority (the "Authority") of its variable rate Southern Transmission Project Revenue Bonds, <br />2000 Subordinate Refunding Series A, the Authority entered into a Standby Bond Purchase <br />Agreement, dated as of April 1, 2000, among the Authority, WestLB AG (formerly <br />Westdeutsche Landesbank Girozentrale) (the "Bank) and U.S. Bank National Association (the <br />"Tender Agent") (the "Standby Agreement"); <br />WHEREAS, the Standby Agreement will expire in 2005 unless extended; <br />WHEREAS, the Bank has offered favorable terms upon which the Standby Agreement <br />may be extended; <br />WHEREAS, the extension of the Standby Agreement would be effected by the execution <br />and delivery of a First Amendment to Standby Bond Purchase Agreement among the Authority, <br />the Bank and the Tender Agent (the "First Amendment"); and <br />WHEREAS, on October 4, 2004, the Finance Committee of the Authority recommended <br />that the Board of Directors of the Authority authorize the execution and delivery of the First <br />Amendment. <br />NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Southern <br />California Public Power Authority as follows: <br />1. Each of the President and Vice President of the Authority is hereby authorized and <br />directed to execute and deliver the First Amendment, in substantially the form on file with the <br />Authority, with such changes, insertions and omissions as shall be approved by said President or <br />Vice President (such approval to be conclusively evidenced by his execution and delivery <br />thereof), and each of the Secretary and any Assistant Secretary is hereby authorized to attest to <br />such signature. The form of such First Amendment is hereby made a part of this Resolution as <br />though set forth in full herein and the same hereby is approved. <br />2. 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 hereby authorized <br />to execute and deliver any and all agreements, documents and instruments and to do and cause to