exhibit41






EXHIBIT 4.1                  PURSUANT TO §44-14-35.1 OF OFFICIAL CODE OF GEORGIA ANNOTATED, THIS INSTRUMENT EMBRACES,  COVERS AND CONVEYS SECURITY TITLE TO AFTER-ACQUIRED PROPERTY OF THE GRANTOR          OGLETHORPE POWER CORPORATION  (AN ELECTRIC MEMBERSHIP CORPORATION),  GRANTOR,  to    U.S. BANK NATIONAL ASSOCIATION,  TRUSTEE    EIGHTY-SECOND SUPPLEMENTAL   INDENTURE    Relating to    Recording the Indenture in Effingham County, Georgia    Dated as of October 6, 2021    FIRST MORTGAGE OBLIGATIONS        ο NOTE TO THE CLERK OF SUPERIOR COURT OF GEORGIA AND GEORGIA TAX COMMISSIONER:  THIS  INSTRUMENT ONLY ADDS ADDITIONAL SECURITY FOR ORIGINAL INDEBTEDNESS SECURED BY THE  EXISTING INDENTURE.  THIS INSTRUMENT DOES NOT INCREASE THE PRINCIPAL BALANCE OF ANY  OBLIGATION UNDER THE EXISTING INDENTURE, NOR DOES IT EXTEND THE MATURITY DATE OF ANY  OBLIGATION UNDER THE EXISTING INDENTURE.  PURSUANT TO O.C.G.A. § 48-6-65(A), NO  ADDITIONAL INTANGIBLE TAX IS DUE UPON THE RECORDING OF THIS INSTRUMENT.  ALL INTANGIBLE  RECORDING TAXES DUE IN CONNECTION WITH ALL OBLIGATIONS SECURED BY THE EXISTING  INDENTURE HAVE PREVIOUSLY BEEN PAID.  





 






        2    THIS EIGHTY-SECOND SUPPLEMENTAL INDENTURE, dated as of October 6,  2021, is between OGLETHORPE POWER CORPORATION (AN ELECTRIC  MEMBERSHIP CORPORATION), formerly known as Oglethorpe Power Corporation (An  Electric Membership Generation & Transmission Corporation),  an electric membership  corporation organized and existing under the laws of the State of Georgia, as Grantor (the  “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association,  as successor to SunTrust Bank (formerly SunTrust Bank, Atlanta), as Trustee (in such capacity,  the “Trustee”).    WHEREAS, the Company has heretofore executed and delivered to the Trustee an  Indenture, dated as of March 1, 1997 (the “Original Indenture”), a conformed copy of which is  attached as Exhibit A to the counterpart of this Eighty-Second Supplemental Indenture that will  be recorded in Effingham County, Georgia, and such Original Indenture is incorporated herein  by reference, for the purpose of securing its Existing Obligations and providing for the  authentication and delivery of Additional Obligations by the Trustee from time to time under the  Original Indenture (capitalized terms used herein and not otherwise defined shall have the  meanings ascribed to them in the Original Indenture as provided in Section 1.1 hereof);    WHEREAS, (i) the Company has heretofore executed and delivered to the Trustee  eighty-one Supplemental Indentures (the Original Indenture, as heretofore, hereby and hereafter  supplemented and modified, the “Indenture”), (ii) the Original Indenture and the eighty-one  Supplemental Indentures have been recorded as set forth on Schedule 1, (iii) conformed copies  of the prior eighty-one Supplemental Indentures are attached as Exhibit B to the counterpart of  this Eighty-Second Supplemental Indenture that will be recorded in Effingham County, Georgia,  and (iv) such Supplemental Indentures are incorporated herein by reference;    WHEREAS, the Company has acquired certain real property located in Effingham  County, Georgia, more particularly described on Exhibit C attached hereto (the “Effingham  County Property”);  WHEREAS, at the time the Company executed and delivered the Original Indenture, the  Company did not have a property interest in any real property located in Effingham County  Georgia;  WHEREAS, Section 13.5 of the Original Indenture requires the Company to cause all  Supplemental Indentures and other instruments of further assurance be promptly recorded,  registered and filed, all in such manner and in such places, as may be required by law fully to  preserve and protect the rights of the Holders and the Trustee under the Indenture to all property  comprising the Trust Estate, including the Effingham County Property;   WHEREAS, the Company desires to execute and deliver this Eighty-Second  Supplemental Indenture, in accordance with the provisions of the Indenture, for the purpose of (i)  subjecting, conveying and confirming unto the Trustee the lien of the Indenture with respect to  the Effingham County Property and the property more particularly described on Exhibit D  attached hereto; and  





 






        3  WHEREAS, Section 12.1 of the Original Indenture provides that, without the consent of  the Holders of any of the Obligations at the time Outstanding, the Company, when authorized by  a Board Resolution, and the Trustee may enter into Supplemental Indentures for the purposes  and subject to the conditions set forth in said Section 12.1, including to better assure, convey and  confirm unto the Trustee any property subjected to the lien of the Indenture;  NOW, THEREFORE, THIS EIGHTY-SECOND SUPPLEMENTAL INDENTURE  WITNESSES, that, to secure the payment of the principal of (and premium, if any) and interest  on the Outstanding Secured Obligations, to confirm the lien of the Indenture upon the Trust  Estate, including the Effingham County Property, to secure performance of the covenants therein  and herein contained, and in consideration of the premises thereof and hereof, the Company by  these presents does grant, bargain, sell, alienate, remise, release, convey, assign, transfer,  mortgage, hypothecate, pledge, set over and confirm to the Trustee, and its successors and  assigns in the trust created thereby and hereby, in trust, all property, rights, privileges and  franchises (other than Excepted Property and Excludable Property) of the Company, whether  now owned or hereafter acquired, of the character described in the Granting Clauses of the  Original Indenture, wherever located, including all such property, rights, privileges and  franchises acquired since the date of execution of the Original Indenture, including, without  limitation, the Effingham County Property and the property described on Exhibit D attached  hereto, subject to all exceptions, reservations and matters of the character referred to in the  Indenture, and does grant a security interest therein for the purposes expressed herein and in the  Indenture subject in all cases to Sections 5.2 and 11.2B of the Original Indenture and to the  rights of the Company under the Indenture, including the rights set forth in Article V thereof; but  expressly excepting and excluding from the lien and operation of the Indenture all properties of  the character specifically excepted as “Excepted Property” or “Excludable Property” in the  Indenture to the extent contemplated thereby.  PROVIDED, HOWEVER, that if, upon the occurrence of an Event of Default, the  Trustee, or any separate trustee or co-trustee appointed under Section 9.14 of the Original  Indenture or any receiver appointed pursuant to statutory provision or order of court, shall have  entered into possession of all or substantially all of the Trust Estate, all the Excepted Property  described or referred to in Paragraphs A through H, inclusive, of “Excepted Property” in the  Original Indenture then owned or thereafter acquired by the Company, shall immediately, and, in  the case of any Excepted Property described or referred to in Paragraphs I, J, L, N and P of  “Excepted Property” in the Original Indenture (excluding the property described in Section 2 of  Exhibit B in the Original Indenture) upon demand of the Trustee or such other trustee or  receiver, become subject to the lien of the Indenture to the extent permitted by law, and the  Trustee or such other trustee or receiver may, to the extent permitted by law, at the same time  likewise take possession thereof, and whenever all Events of Default shall have been cured and  the possession of all or substantially all of the Trust Estate shall have been restored to the  Company, such Excepted Property shall again be excepted and excluded from the lien of the  Indenture to the extent and otherwise as hereinabove set forth and as set forth in the Indenture.    The Company may, however, pursuant to the Granting Clause Third of the Original  Indenture subject to the lien of the Indenture any Excepted Property or Excludable Property,  whereupon the same shall cease to be Excepted Property or Excludable Property.  





 






        4    TO HAVE AND TO HOLD all such property, rights, privileges and franchises hereby  and hereafter (by a Supplemental Indenture or otherwise) granted, bargained, sold, alienated,  remised, released, conveyed, assigned, transferred, mortgaged, hypothecated, pledged, set over  or confirmed as aforesaid, or intended, agreed or covenanted so to be, together with all the  tenements, hereditaments and appurtenances thereto appertaining (said properties, rights,  privileges and franchises, including any cash and securities hereafter deposited or required to be  deposited with the Trustee (other than any such cash which is specifically stated in the Indenture  not to be deemed part of the Trust Estate) being part of the Trust Estate), unto the Trustee, and its  successors and assigns in the trust created by the Indenture, forever.    SUBJECT, HOWEVER, to (i) Permitted Exceptions and (ii) to the extent permitted by  Section 13.6 of the Original Indenture as to property hereafter acquired (a) any duly recorded or  perfected prior mortgage or other lien that may exist thereon at the date of the acquisition thereof  by the Company and (b) purchase money mortgages, other purchase money liens, chattel  mortgages, conditional sales agreements or other title retention agreements created by the  Company at the time of acquisition thereof.    BUT IN TRUST, NEVERTHELESS, with power of sale, for the equal and  proportionate benefit and security of the Holders from time to time of all the Outstanding  Secured Obligations without any priority of any such Obligation over any other such Obligation  and for the enforcement of the payment of such Obligations in accordance with their terms.    UPON CONDITION that, until the happening of an Event of  Default and subject to the  provisions of Article V of the Original Indenture, and not in limitation of the rights elsewhere  provided in the Indenture, including the rights set forth in Article V of the Original Indenture, the  Company shall be permitted to (i) possess and use the Trust Estate, except cash, securities,  Designated Qualifying Securities and other personal property deposited, or required to be  deposited, with the Trustee, (ii) explore for, mine, extract, separate and dispose of coal, ore, gas,  oil and other minerals, and harvest standing timber, and (iii) receive and use the rents, issues,  profits, revenues and other income, products and proceeds of the Trust Estate.    THE INDENTURE, INCLUDING THIS EIGHTY-SECOND SUPPLEMENTAL  INDENTURE, is given to secure the Outstanding Secured Obligations, and is intended to  operate and is to be construed as a deed passing title to the Trust Estate and is made under the  provisions of the laws of the State of Georgia relating to deeds to secure debt, and not as a  mortgage or deed of trust, and is given to secure the Outstanding Secured Obligations.  Should  the indebtedness secured by the Indenture be paid according to the tenor and effect thereof when  the same shall become due and payable and should the Company perform all covenants  contained in the Indenture in a timely manner, then the Indenture shall be canceled and  surrendered.    





 






        5  ARTICLE I    GENERAL PROVISIONS    Section 1.1 This Eighty-Second Supplemental Indenture is executed and shall be  construed as an indenture supplemental to the Original Indenture, and shall form a part thereof,  and the Original Indenture, as heretofore and as hereby supplemented and amended, is hereby  confirmed.  All capitalized terms used in this Eighty-Second Supplemental Indenture but not  defined herein shall have the same meanings ascribed to them in the Original Indenture, as such  terms may have been or may be amended or modified from time to time pursuant to the  Indenture, except in cases where the context clearly indicates otherwise.  All references herein to  Sections, Articles, definitions or other provisions of the Original Indenture shall be to such  Sections, Articles, definitions or other provisions as they may be amended or modified from time  to time pursuant to the Indenture.    Section 1.2 All recitals in this Eighty-Second Supplemental Indenture are made by the  Company only and not by the Trustee; and all of the provisions contained in the Original  Indenture in respect of the rights, privileges, immunities, powers and duties of the Trustee shall  be applicable in respect hereof as fully and with like effect as if set forth herein in full.    Section 1.3 Whenever in this Eighty-Second Supplemental Indenture any of the  parties hereto is named or referred to, this shall, subject to the provisions of Articles IX and XI of  the Original Indenture, be deemed to include the successors and assigns of such party, and all the  covenants and agreements in this Eighty-Second Supplemental Indenture contained by or on  behalf of the Company, or by or on behalf of the Trustee shall, subject as aforesaid, bind and  inure to the respective benefits of the respective successors and assigns of such parties, whether  so expressed or not.    Section 1.4 Nothing in this Eighty-Second Supplemental Indenture, expressed or  implied, is intended, or shall be construed, to confer upon, or to give to, any person, firm or  corporation, other than the parties hereto and the Holders of the Outstanding Secured  Obligations, any right, remedy or claim under or by reason of this Eighty-Second Supplemental  Indenture or any covenant, condition, stipulation, promise or agreement hereof, and all the  covenants, conditions, stipulations, promises and agreements in this Eighty-Second  Supplemental Indenture contained by or on behalf of the Company shall be for the sole and  exclusive benefit of the parties hereto, and of the Holders of Outstanding Secured Obligations.    Section 1.5 This Eighty-Second Supplemental Indenture may be executed in several  counterparts, each of such counterparts shall for all purposes be deemed to be an original, and all  such counterparts, or as many of them as the Company and the Trustee shall preserve  undestroyed, shall together constitute but one and the same instrument.    Section 1.6 To the extent permitted by applicable law, this Eighty-Second  Supplemental Indenture shall be deemed to be a Security Agreement and Financing Statement  whereby the Company grants to the Trustee a security interest in all of the Trust Estate that is  personal property or fixtures under the Uniform Commercial Code, as adopted or hereafter  





 






        6  adopted in one or more of the states in which any part of the properties of the Company are  situated.  The mailing address of the Company, as debtor, is:    Oglethorpe Power Corporation  (An Electric Membership Corporation)  2100 East Exchange Place  Tucker, Georgia 30084-5336    and the mailing address of the Trustee, as secured party, is:    U.S. Bank National Association  Attention: Global Corporate Trust  1349 West Peachtree Street, NW  Suite 1050, Two Midtown Plaza  Atlanta, Georgia 30309        [Signatures Begin on Next Page.]  





 






                IN WITNESS WHEREOF, the parties hereto have caused this Eighty-Second  Supplemental Indenture to be duly executed under seal as of the day and year first written above.    Company:      OGLETHORPE POWER   CORPORATION (AN ELECTRIC  MEMBERSHIP CORPORATION), an  electric membership corporation organized  under the laws of the State of Georgia          By:/s/ Elizabeth B. Higgins         Elizabeth B. Higgins  Executive Vice President and  Chief Financial Officer        Signed, sealed and delivered    Attest:/s/ Kimberly D. Adams   by the Company in the presence of:              Kimberly D. Adams             Secretary  /s/ Shalewa Smith     Witness    /s/ Melanie Thomas      Notary Public [CORPORATE SEAL]    (Notarial Seal)    My commission expires: August 5, 2025         





 






                    U.S. BANK NATIONAL ASSOCIATION  as Trustee  U.S. Bank National Association  Attention: Global Corporate Trust  1349 West Peachtree Street, NW  Suite 1050, Two Midtown Plaza  Atlanta, Georgia 30309  By:/s/ Felicia H. Powell   Signed and delivered Authorized Agent  by the Trustee in the  presence of:      /s/ J. David Dever      Witness      /s/ Chelsey Jordan      Witness      /s/ April Bright      Notary Public       [NOTARIAL SEAL]    My commission expires:   July 12, 2022              





 






            Exhibit A  A CONFORMED COPY OF THE ORIGINAL INDENTURE    Filed only in Effingham County, Georgia  





 






            Exhibit B    COPIES OF THE PRIOR EIGHTY-ONE SUPPLEMENTAL INDENTURES    Filed only in Effingham County, Georgia      





 






  Exhibit C    EFFINGHAM COUNTY PROPERTY    All property of the Company (other than Excepted Property and Excludable Property) in  Effingham County, Georgia, including, without limitation, the property more specifically  described below:    LEGAL DESCRIPTION  OVERALL TRACT    ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING SITUATED IN THE 9TH G.M.D.,  EFFINGHAM COUNTY, GEORGIA, SAID TRACT OR PARCEL OF LAND CONTAINING 406.433  ACRES OR 17,704,199 SQ FT, MORE OR LESS, AND BEING MORE PARTICULARLY DESCRIBED AS  FOLLOWS, TO WIT,    COMMENCING AT A 4” CONCRETE MONUMENT FOUND ON THE WESTERLY RIGHT-OF-WAY OF  MCCALL ROAD, COUNTY ROAD 176 (80’ R/W) AND HAVING THE GA STATE PLANE NAD 83 EAST  ZONE COORDINATES OF N:833,358.50, E:931,833.59. SAID POINT BEING THE POINT OF  REFERENCE AND POINT OF BEGINNING.    THENCE, CONTINUING ALONG SAID RIGHT-OF-WAY, S39°51'57"E FOR A DISTANCE OF 166.43  FEET TO A 5/8” REBAR; THENCE, ALONG A CURVE TO THE RIGHT, SAID CURVE HAVING A  CHORD BEARING OF S39°00'01"E, A CHORD DISTANCE OF 180.33, AN ARC LENGTH OF 180.33,  AND A RADIUS OF 5689.58 TO A P.K. NAIL FOUND; THENCE, S38°03'17"E FOR A DISTANCE OF  231.17 FEET TO A 5/8” REBAR FOUND; THENCE, LEAVING SAID RIGHT-OF-WAY, S48°37'26"W FOR  A DISTANCE OF 83.83 FEET TO A 5/8” REBAR FOUND; THENCE, S37°31'29"E FOR A DISTANCE OF  1361.36 FEET TO A 5/8” REBAR FOUND; THENCE, S75°06'55"W FOR A DISTANCE OF 2768.77 FEET  TO A 1/2" REBAR FOUND; THENCE, S24°44'18"E FOR A DISTANCE OF 2298.51 FEET TO A 1/2"  REBAR FOUND IN CONCRETE; THENCE, S24°44'18"E FOR A DISTANCE OF 167.79 FEET TO A 1/2"  REBAR FOUND IN CONCRETE; THENCE, S24°46'20"E FOR A DISTANCE OF 270.16 FEET TO A 5/8”  REBAR IN CONCRETE; THENCE, S39°54'47"W FOR A DISTANCE OF 2383.17 FEET TO A 5/8”  REBAR FOUND; THENCE, S38°27'36"W FOR A DISTANCE OF 63.92 FEET TO A 5/8” REBAR FOUND;  THENCE, N31°11'42"W FOR A DISTANCE OF 160.06 FEET TO A 5/8” REBAR FOUND; THENCE,  S39°52'32"W FOR A DISTANCE OF 85.03 FEET TO A 5/8” REBAR FOUND; THENCE, N34°47'05"W  FOR A DISTANCE OF 254.13 FEET TO A 5/8” REBAR FOUND; THENCE, N34°47'05"W FOR A  DISTANCE OF 250.03 FEET TO A 5/8” REBAR FOUND; THENCE, S39°54'22"W FOR A DISTANCE OF  296.65 FEET TO A 5/8” REBAR FOUND; THENCE, N34°47'44"W FOR A DISTANCE OF 839.94 FEET  TO A 5/8” REBAR FOUND; THENCE, S65°17'01"W FOR A DISTANCE OF 986.93 FEET TO A 5/8”  REBAR & CAP FOUND; THENCE, N24°16'27"W FOR A DISTANCE OF 1388.96 FEET TO A 1/2" OPEN  TOP PIPE & CAP FOUND; THENCE, N24°16'27"W FOR A DISTANCE OF 687.20 FEET TO A 3”X3”  CONCRETE MONUMENT FOUND; THENCE, N24°16'27"W FOR A DISTANCE OF 31.59 FEET TO A  3”X3” CONCRETE MONUMENT FOUND; THENCE, N24°16'27"W FOR A DISTANCE OF 664.56 FEET  TO A 5/8” REBAR FOUND; THENCE, N54°48'43"E A DISTANCE OF 395.50 FEET TO A 3”X3”  CONCRETE MONUMENT FOUND; THENCE, N54°48'43"E A DISTANCE OF 1704.93 FEET TO A 5/8”  REBAR FOUND; THENCE, N54°48'43"E A DISTANCE OF 4017.31 FEET TO A 5/8” REBAR FOUND;  THENCE, N54°48'43"E A DISTANCE OF 124.24 FEET TO THE AFOREMENTIONED POINT OF  BEGINNING.    





 






  Exhibit D    All property (other than Excepted Property and Excludable Property) of the Company in  the Counties of Appling, Burke, Carroll, Coweta, DeKalb, Effingham, Floyd, Hart, Heard,  Monroe, Murray, Talbot, Toombs, Walton, Warren, Washington and Whitfield, State of Georgia,  whether now owned or hereafter acquired.            





 






        Schedule 1    RECORDING INFORMATION  FOR  _____________ COUNTY, GEORGIA        DOCUMENT    RECORDING  INFORMATION  DATE OF  RECORDING  Original Indenture    First Supplemental Indenture    Second Supplemental Indenture    Third Supplemental Indenture    Fourth Supplemental Indenture    Fifth Supplemental Indenture    Sixth Supplemental Indenture    Seventh Supplemental Indenture    Eighth Supplemental Indenture    Ninth Supplemental Indenture    Tenth Supplemental Indenture    Eleventh Supplemental Indenture    Twelfth Supplemental Indenture    Thirteenth Supplemental Indenture    Fourteenth Supplemental Indenture    Fifteenth Supplemental Indenture    Sixteenth Supplemental Indenture    Seventeenth Supplemental Indenture    Eighteenth Supplemental Indenture    Nineteenth Supplemental Indenture    Twentieth Supplemental Indenture    Twenty-First Supplemental Indenture    Twenty-Second Supplemental Indenture    Twenty-Third Supplemental Indenture    Twenty-Fourth Supplemental Indenture    





 






          DOCUMENT    RECORDING  INFORMATION  DATE OF  RECORDING  Twenty-Fifth Supplemental Indenture    Twenty-Sixth Supplemental Indenture    Twenty-Seventh Supplemental Indenture    Twenty-Eighth Supplemental Indenture    Twenty-Ninth Supplemental Indenture    Thirtieth Supplemental Indenture    Thirty-First Supplemental Indenture    Thirty-Second Supplemental Indenture    Thirty-Third Supplemental Indenture    Thirty-Fourth Supplemental Indenture    Thirty-Fifth Supplemental Indenture    Thirty-Sixth Supplemental Indenture    Thirty-Seventh Supplemental Indenture    Thirty-Eighth Supplemental Indenture    Thirty-Ninth Supplemental Indenture    Fortieth Supplemental Indenture    Forty-First Supplemental Indenture     Forty-Second Supplemental Indenture    Forty-Third Supplemental Indenture    Forty-Fourth Supplemental Indenture    Forty-Fifth Supplemental Indenture    Forty-Sixth Supplemental Indenture    Forty-Seventh Supplemental Indenture    Forty-Eighth Supplemental Indenture    Forty-Ninth Supplemental Indenture    Fiftieth Supplemental Indenture    Fifty-First Supplemental Indenture    Fifty-Second Supplemental Indenture    Fifty-Third Supplemental Indenture    Fifty-Fourth Supplemental Indenture    





 






          DOCUMENT    RECORDING  INFORMATION  DATE OF  RECORDING  Fifty-Fifth Supplemental Indenture    Fifty-Sixth Supplemental Indenture    Fifty-Seventh Supplemental Indenture    Fifty-Eighth Supplemental Indenture    Fifty-Ninth Supplemental Indenture     Sixtieth Supplemental Indenture    Sixty-First Supplemental Indenture  Sixty-Second Supplemental Indenture  Sixty-Third Supplemental Indenture  Sixty-Fourth Supplemental Indenture  Sixty-Fifth Supplemental Indenture  Sixty-Sixth Supplemental Indenture  Sixty-Seventh Supplemental Indenture  Sixty-Eighth Supplemental Indenture  Sixty-Ninth Supplemental Indenture  Seventieth Supplemental Indenture  Seventy-First Supplemental Indenture  Seventy-Second Supplemental Indenture  Seventy-Third Supplemental Indenture  Seventy-Fourth Supplemental Indenture  Seventy-Fifth Supplemental Indenture  Seventy-Sixth Supplemental Indenture  Seventy-Seventh Supplemental Indenture  Seventy-Eighth Supplemental Indenture  Seventy-Ninth Supplemental Indenture  Eightieth Supplemental Indenture  Eighty-First Supplemental Indenture